Penguin International

[dydx]

Recently delivered another CTV to Farra Marine...
https://www.linkedin.com/feed/update/urn...YOUR_PAGES
and many more to go.

Following CTV Farra Deirdre, yet another CTV - Farra Deirdre - just delivered to Farra Marine..
https://www.linkedin.com/feed/update/urn...437327360/

[dydx]

3 fast ferries recently delivered to German customer EMS Maritime Offshore (EMO)..
https://www.incatcrowther.com/news/news-...-mainland/
EMO also took delivery of a CTV from Penguin recently, following its parent company AG EMS first bought a bigger ferry from Penguin in 2021.

[Reenat]

New extension till August 17. The initial announcement was around June 5th, guess the extention could last till early October 2023....

[dydx]

New extension till August 17.  The initial announcement was around June 5th,  guess the extention could last till early October 2023....

Please allow me to correct you here, as the initial offer announcement was on 4May23 (Thursday)...
https://links.sgx.com/FileOpen/Offer%20A...eID=757982
And we should remember the Offeror started mopping up loose shares from the open-market the very next market day (5May23) when trading resumed from 15:30 - after Penguin's announcement lifting trading halt on 5May23, 14:52:02.

So far this GO game by the Offeror has lasted a good 91 days already. Quite ridiculous if I may add, considering there is a time-tested 60-day rule (defined as from the date of the formal offer document, which was issued on 25May23 in this case, after a full 21 days from the initial offer announcement on 4May23) under the Takeover Code. It will be 105 days when it reaches the next closing date on 17Aug23 - even more ridiculous!

[ghchua]

So far this GO game by the Offeror has lasted a good 91 days already. Quite ridiculous if I may add, considering there is a time-tested 60-day rule under the Takeover Code. It will be 105 days when it reaches the next closing date on 17Aug23 - even more ridiculous!

Hi dydx,

The D+60 days rule that you mentioned here is for the offer to be declared unconditional, failing which the offer will lapse. It is irrelevant in this case study as the offer had already turned unconditional.

As I have mentioned here previously in this topic, it is D+4 months that we are talking about here, for the offeror to reach 90% to compulsory acquire the remaining shareholders out there.

[dydx]

Hi dydx,

The D+60 days rule that you mentioned here is for the offer to be declared unconditional, failing which the offer will lapse. It is irrelevant in this case study as the offer had already turned unconditional.

As I have mentioned here previously in this topic, it is D+4 months that we are talking about here, for the offeror to reach 90% to compulsory acquire the remaining shareholders out there.

This GO was designed as "unconditional" in the first instance - i.e. whatever shares the Offeror can garner from open-market purchases or acceptances, they take the shares for good! But whether a GO is conditional or unconditional. there ought to be a reasonable deadline governing the Offeror's actions. This is firstly to protect the interests of the minority shareholders who prefer to hold on to their shares, and also for fairness in the investment marketplace. 

If this GO is allowed to last D (formal offer document date) + 4 months that you mentioned, it would end up close to a full 5 months from the initial offer announcement (4May23)! - this would be even more ridiculous, and totally unacceptable by any reasonable yardsticks.

[ghchua]

Hi dydx,

I have read the relevant documents from a law firm and also Section 215 of the Companies Act governing compulsory acquisition of shares of minority shareholders.

I re-produce the relevant text below for your reference from the Companies Act.
https://sso.agc.gov.sg/Act/CoA1967?Whole...P17-#pr215-

Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority
215.—(1) Where a scheme or contract involving the transfer of all of the shares or all of the shares in any particular class in a company (called in this section the transferor company) to a person (called in this section the transferee) has, within 4 months after the making of the offer in that behalf by the transferee, been approved as to the shares or as to each class of shares whose transfer is involved by the holders of not less than 90% of the total number of those shares (excluding treasury shares) or of the shares of that class (other than shares already held at the date of the offer by the transferee, and excluding any shares in the transferor company held as treasury shares), the transferee may at any time within 2 months, after the offer has been so approved, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire the dissenting shareholder’s shares; and when such a notice is given the transferee is, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given or within 14 days of a statement being supplied to a dissenting shareholder pursuant to subsection (2) (whichever is the later) the Court thinks fit to order otherwise, entitled and bound to acquire those shares on the terms which, under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee or if the offer contained 2 or more alternative sets of terms upon the terms which were specified in the offer as being applicable to dissenting shareholders.

[dydx]

ghchua,

Offeror's latest (2Aug23) position stands at 88.68%. If and when it crosses 90%, minority shareholders can start to worry and re-evaluate their options/decisions carefully again. Until then, Offeror's and its financial advisor's worries are more and many folds : deadlines, accurate and timely disclosures, laws and regulators, costs (professional fees, borrowing interest, etc.), reputation, etc.

I think many remaining minority shareholders like me will continue to simply sit tight and just do nothing till the end.

[Reenat]

This is the third extension. Can they extend again?

Of course. From what I understand, the rule is D+4 months to get 90% in order to compulsory acquire the remaining dissenting shareholders. D is defined as the date which the offeror dispatches the offer document.

So, it is not the number of extensions that the rule is saying. But rather, the time period from the date where they started this offer going, which is defined as the date which they dispatches the offer document.

Hope that the above clarifies.

New extension till August 17.  The initial announcement was around June 5th,  guess the extention could last till early October 2023....

Please allow me to correct you here, as the initial offer announcement was on 4May23 (Thursday)...
https://links.sgx.com/FileOpen/Offer%20A...eID=757982
And we should remember the Offeror started mopping up loose shares from the open-market the very next market day (5May23) when trading resumed from 15:30 - after Penguin's announcement lifting trading halt on 5May23, 14:52:02.

So far this GO game by the Offeror has lasted a good 91 days already. Quite ridiculous if I may add, considering there is a time-tested 60-day rule (defined as from the date of the formal offer document, which was issued on 25May23 in this case, after a full 21 days from the initial offer announcement on 4May23) under the Takeover Code. It will be 105 days when it reaches the next closing date on 17Aug23 - even more ridiculous!

I thought it is counted as D+4 months, where   D is defined as the date which the offeror dispatches the offer document.  The announcement was in May 4th and the dispatch was about 1 month later..

[ghchua]

Hi Reenat,

I thought it is counted as D+4 months, where   D is defined as the date which the offeror dispatches the offer document.  The announcement was in May 4th and the dispatch was about 1 month later..

That is what I thought so, and I have also re-produced the relevant text from Section 215(1) of the Singapore Companies Act to support my view. You can refer to the link that I have provided in my previous post.

If you are interested, I can even give you the link to the relevant document from a law firm, which states that D+4 months is final date for acquiring 90% of the offer shares under Section 215(1) Companies Act to commence compulsory acquisition procedures.

I think I have been very clear in my explanation to you on this issue. However, dydx is entitled of course to his own opinion, and it is best for him to clarify that with you if he disagrees with me.