OUE Lippo Healthcare (previously International Healthway Corporation)

[cyclone]

Mandatory Unconditional Offer at S$0.106 in cash per share

Treasure International Holdings Pte. Ltd. (the "Offeror") had on 16 February 2017 entered into a sale and purchase agreement with Ching Chiat Kwong, Low See Ching, Low Bee Lan Audrey and Tee Wee Sien (collectively, the "Vendors") for the purchase of an aggregate of 593,470,029 Shares from the Vendors at S$0.106 per Share (the "Acquisition") representing 35.77% of all the Shares in the capital of the Company. The Acquisition will be completed by way of married deals.

As at the date of this announcement, the Offeror, OUE Limited ("OUE") and OUE's whollyowned subsidiaries together hold an aggregate of 362,204,008 Shares, representing approximately 21.83% of all the Shares in the capital of the company. Upon completion of the Acquisition, the Offeror together with parties acting in concert with it will hold an aggregate of 955,674,037 Shares, representing approximately 57.60% of all the Shares in the capital of the Company.

More details in http://infopub.sgx.com/FileOpen/MGO%20An...eID=439461

[weijian]

IHC's MTN programme note holders are able to redeem their notes with the change in cross-holding 2days ago on 16th Feb.

http://infopub.sgx.com/FileOpen/Update.a...eID=439713

There are ~100mil total worth of notes and there should be no problem since the company has recently announced that it is securing ~50mil from refinancing of its Jap properties and another 50mil from issuing convertible bonds to Oxley. But the caveat is that since then, OUE has upped the ante with a mandatory G.O triggered with its further accqusition of shares. If Oxley fully converted all the CBs, it will end up with a final stake >50% and this should prove to be untenable to OUE, which has effective control NOW --> So OUE will be voting down the CB issuance and then doing their own form of fund raising.

Recent update on 8th Feb: http://infopub.sgx.com/FileOpen/Updates....eID=438271

Looking back a few posts by green giraffe in Oct2015 sounds quite prescient now...
https://www.valuebuddies.com/thread-3565...#pid120566  --> Cow boys vs cow girls, the boys won (but) now the GodFather is here.

[weijian]

Checkmate by Godfather.

PROPOSED GRANT OF CONVERTIBLE LOAN FACILITY TO INTERNATIONAL HEALTHWAY CORPORATION LIMITED

The Board of Directors (the “Board”) of Oxley Holdings Limited (the “Company”) refers to the announcement on 8 February 2017 relating to the Company’s entry into a non-binding term sheet to grant a convertible loan facility in the aggregate amount of up to S$50,000,000 to International Healthway Corporation Limited. All capitalised terms used herein shall, unless otherwise defined herein, bear the meanings ascribed thereto in the said announcement.

As announced by IHC on 16 February 2017, Treasure International Holdings Pte. Ltd. (the “Offeror”) intends to make a mandatory unconditional cash offer for all the issued ordinary shares in the capital of IHC other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror. In view of the foregoing, the Company has notified IHC that the Company will not proceed with any further action on the subject matter of the Term Sheet and the Term Sheet shall be terminated.

http://infopub.sgx.com/FileOpen/Terminat...eID=439717

[laojiao71]

Treasure International Holdings Pte. Ltd. (the "Offeror") had on 16 February 2017 entered into a sale and purchase agreement with Ching Chiat Kwong, Low See Ching, Low Bee Lan Audrey and Tee Wee Sien (collectively, the "Vendors") for the purchase of an aggregate of 593,470,029 Shares from the Vendors at S$0.106 per Share (the "Acquisition") representing 35.77% of all the Shares in the capital of the Company. The Acquisition will be completed by way of married deals.


The indonesians swooped in fast.

Is anyone as surprise as me on how Oxley held so many shares -35.77%? Thought there was some compulsory GO to make once you cross a 30% shareholdings mark.

[opmi]

dont trust the Indonesians.

I expect them to pump in money via equity and dilute the rest and raise their holdings.
That depends on how much % did they own after the offer. Either way, OPMI get ready to be diluted
if you hanging on after the offer.

COMFORT LETTER FROM OUE LIMITED
Reference is made to the following announcements released by International Healthway Corporation
Limited ("Company") on (i) 16 February 2017 in relation to the mandatory unconditional cash offer made by
Standard Chartered Bank and Credit Suisse (Singapore) Limited for and on behalf of Treasure International
Holdings Pte. Ltd. (”Offeror”), a direct wholly-owned subsidiary of OUE Limited, to acquire all of the issued
and paid up ordinary shares in the capital of the Company not already owned, controlled or agreed to be
acquired by the Offeror and parties acting or deemed to be acting in concert with it; and (ii) 18 February
2017 in relation to the change of shareholding event under the Multicurrency Medium Term Note (“MTN”)
Programme whereby, inter alia, noteholders are entitled at their option to redeem their MTNs in the
manner provided for under the trust deed dated 23 January 2015 (the “Announcements”).
The Board of Directors of the Company ("Board") wishes to inform shareholders that further to the
Announcements, and in view of the Company's financial situation, it has approached OUE Limited, and in
response thereto, OUE Limited has on 17 February 2017 issued a comfort letter to the Company ("Comfort
Letter").
OUE Limited has stated in the Comfort Letter that it intends to review the business and financial situation of
the Company and its subsidiaries ("Group"), and to engage with the Group's creditors and stakeholders with
a view to understanding, addressing and, if necessary, restructuring the financing of the Group. In
particular, OUE Limited has set out in the Comfort Letter that its long-term intention, subject to the
foregoing review, is to work towards stabilising the Company's business and financial position, with the
understanding that the Company is expected to operate as a going concern in view of its listing status on
the Catalist Board of the Singapore Exchange Securities Trading Limited ("SGX-ST").
In light of the foregoing, the Board considers it appropriate to request for a resumption of trading of the
Company's shares on the Catalist Board of the SGX-ST as soon as practicable.

[weijian]

Treasure International Holdings Pte. Ltd. (the "Offeror") had on 16 February 2017 entered into a sale and purchase agreement with Ching Chiat Kwong, Low See Ching, Low Bee Lan Audrey and Tee Wee Sien (collectively, the "Vendors") for the purchase of an aggregate of 593,470,029 Shares from the Vendors at S$0.106 per Share (the "Acquisition") representing 35.77% of all the Shares in the capital of the Company. The Acquisition will be completed by way of married deals.


The indonesians swooped in fast.

Is anyone as surprise as me on how Oxley held so many shares -35.77%? Thought there was some compulsory GO to make once you cross a 30% shareholdings mark.

hi laojiao71,
Before Valentine's Day, Oxley duo owned total of 26.27% of IHC, not 35.77% as you mentioned. They would still own <30% of the company if they had fully converted the 5mil personal loan but the 50mil Oxley company loan would have make it >50% and trigger the G.O.

http://infopub.sgx.com/FileOpen/Updates....eID=438271 (page 6)

@opmi,
I don't know the intentions of the Oxley duo. but their 5mil personal/50mil company loan is 6% accrued on a daily basis and so the effective interest rate is much higher than the headline figure. I reckon they were looking for some "benefits" too before Godfather stepped in? The OPMIs cannot do much about this simply because they collectively don't have the ability to get the company out of its liquidity situation.

And it does seem like there is no chance OPMI can benefit from the "clash of 2 competing shareholders" scenario, with them selling out to GodFather. So much for the Oxleys for working on removing the previous management (until police reports were made against them for alleged man-handling, by the lady CEO..aiyoo~~)

[laojiao71]

Treasure International Holdings Pte. Ltd. (the "Offeror") had on 16 February 2017 entered into a sale and purchase agreement with Ching Chiat Kwong, Low See Ching, Low Bee Lan Audrey and Tee Wee Sien (collectively, the "Vendors") for the purchase of an aggregate of 593,470,029 Shares from the Vendors at S$0.106 per Share (the "Acquisition") representing 35.77% of all the Shares in the capital of the Company. The Acquisition will be completed by way of married deals.


The indonesians swooped in fast.

Is anyone as surprise as me on how Oxley held so many shares -35.77%? Thought there was some compulsory GO to make once you cross a 30% shareholdings mark.

hi laojiao71,
Before Valentine's Day, Oxley duo owned total of 26.27% of IHC, not 35.77% as you mentioned. They would still own <30% of the company if they had fully converted the 5mil personal loan but the 50mil Oxley company loan would have make it >50% and trigger the G.O.

http://infopub.sgx.com/FileOpen/Updates....eID=438271 (page 6)

hi weijian, 
Thanks for replying. 

However, the 26.27% shareholding, fails to factor in the shares of Mr Low See Ching's sister, Audrey Low, who owns about 4.05% ( based on the announcement of her 67.2 million shares in BT). This naturally puts the Oxley duo at a combined ownership of 30.32% of IHC. This means that they should have done a GO in January last year, based on the % of shares in Mr Ching's disclosure in Jan 2016. 


"The IHC EGM, held at Maxwell Chambers, was requisitioned by Mr Low and his sister Audrey Low in a notice on Oct 28 last year. Mr Low held about 118.1 million shares in IHC as at Oct 28, which worked out to a 7.12 per cent stake as at Monday. Ms Low controlled a stake about half that size, at around 67.2 million shares."

http://www.businesstimes.com.sg/companie...heated-egm



Needless to say, Mr Low and his sister Audrey are acting in concert since they called for a requisition last year. (and obviously cause they are siblings)

[weijian]

hi weijian, 
Thanks for replying. 

However, the 26.27% shareholding, fails to factor in the shares of Mr Low See Ching's sister, Audrey Low, who owns about 4.05% ( based on the announcement of her 67.2 million shares in BT). This naturally puts the Oxley duo at a combined ownership of 30.32% of IHC. This means that they should have done a GO in January last year, based on the % of shares in Mr Ching's disclosure in Jan 2016. 


"The IHC EGM, held at Maxwell Chambers, was requisitioned by Mr Low and his sister Audrey Low in a notice on Oct 28 last year. Mr Low held about 118.1 million shares in IHC as at Oct 28, which worked out to a 7.12 per cent stake as at Monday. Ms Low controlled a stake about half that size, at around 67.2 million shares."

http://www.businesstimes.com.sg/companie...heated-egm



Needless to say, Mr Low and his sister Audrey are acting in concert since they called for a requisition last year. (and obviously cause they are siblings)

Hi laojiao71,
Thanks for pointing out what i missed out. My intuitive sense is that what you mentioned is right, since the total sum of related party interest is >30%.

I looked at it again and try to figure it out. The EGM requisition was requested by the 2 Lows, which constitute only 11.17% of the total shares - So the 2 Lows are acting in concert based on the EGM request but there is no evidence of CCK doing so. When CCK and Mr Low, both the CEO and the Deputy CEO of Oxley respectively, made the offer to extend money, they are acting in concert, and their stake constitute 26.27%. There hasn't been any form of "cooperation" between all 3 parties (CCK + 2 Lows) to obtain or consolidate control. Of course, they could exercise their right to act in concert with each other, but it seems like they haven't done so.

The above is just my interpretation of the events happening. Learning (great) new stuff from these corporate actions lately and would be happy for any more-informed forumer (eg. Debronic?) to correct me.

Extract from definition for "persons acting in concert"
Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal) co-operate, through the acquisition by any of them of shares in a company to obtain or consolidate control of that company. Unless the contrary is established, the following persons, inter alia, will be presumed to be acting in concert: (i) a company with any of its directors; and (ii) a company, its parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies are associated companies, all with each other. For this purpose, ownership or control of 20% or more of the equity share capital of a company will be regarded as the test of associated company status.

[laojiao71]

Hi laojiao71,
Thanks for pointing out what i missed out. My intuitive sense is that what you mentioned is right, since the total sum of related party interest is >30%.

I looked at it again and try to figure it out. The EGM requisition was requested by the 2 Lows, which constitute only 11.17% of the total shares - So the 2 Lows are acting in concert based on the EGM request but there is no evidence of CCK doing so. When CCK and Mr Low, both the CEO and the Deputy CEO of Oxley respectively, made the offer to extend money, they are acting in concert, and their stake constitute 26.27%. There hasn't been any form of "cooperation" between all 3 parties (CCK + 2 Lows) to obtain or consolidate control. Of course, they could exercise their right to act in concert with each other, but it seems like they haven't done so.

The above is just my interpretation of the events happening. Learning (great) new stuff from these corporate actions lately and would be happy for any more-informed forumer (eg. Debronic?) to correct me.

Extract from definition for "persons acting in concert"
Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal) co-operate, through the acquisition by any of them of shares in a company to obtain or consolidate control of that company. Unless the contrary is established, the following persons, inter alia, will be presumed to be acting in concert: (i) a company with any of its directors; and (ii) a company, its parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies are associated companies, all with each other. For this purpose, ownership or control of 20% or more of the equity share capital of a company will be regarded as the test of associated company status.

Hi Weijian, 

Thanks for sharing your thoughts. 

Like you said, since Low and Ching are in concert to gain control, and Low and Audrey Low are also in concert, it is logical to conclude that Ching, Low and his sister are in concert to obtain control of IHC. We don't need to see the names of 3 parties (CCK+2 Lows) to appear together, to conclude that the 3 are in collusion. 
Furthermore, needless to say that Low and his sister have been trying to obtain control given their multiple attempts to appoint their own directors of their choice. 

Some research on oxley duo and its holdings suggests that the reason why they did not make the mandatory offer is likely because they could not afford to do so? I wonder how strict is mas or sgx on such breaches. 

Glad to be discovering new things during this discussion as well. Do you have any idea if there's has been a similar case of breach of takeover in the past? 



Extracted from Singapore Code of Takeover and mergers
28.2 Consequences of failure to announce (a) If the offeror is unable within the time limit to comply with any of the requirements of Rule 28.1, the Council will consider requesting the Securities Exchange to suspend dealings in the offeree company's shares and, where appropriate, in the offeror's shares until the relevant information is given. 

(http://www.mas.gov.sg/~/media/resource/s...nnex_2.pdf)

[opmi]

http://infopub.sgx.com/FileOpen/Further%...eID=440325

UPDATE ON CLAIMS AND/OR DEMANDS RECEIVED BY THE GROUP
The Board of Directors ("Board") of International Healthway Corporation Limited ("Company")
refers to the Company’s announcement dated 8 February 2017 and wishes to update its
shareholders on the claims and/or demands received by the Company as at the date of this
announcement......

.....