Penguin International

[Mushy]

Penguin does not have a vocal fund manager to lead the fight. Keppel's shareholdings is not significant and they are not likely to be vocal unless they want to take all.
The other guy is Ng Kok Wah whom very recently became a sub just last month. Very coincident.
From internet, this guy seems to be a malaysian, accounting background, director of some malaysian coys. Personal feel is that he is just an investor and will take profit (most of his 5.171% stake seems to be acquired past year at low prices, from the past 2 years AR of top 20).

I am vested.

[mslee888]

It must be crazy to offer to buy at 65c, which value the company below its book value and under 10 PE. Am surprised why would Jeffrey and James given green light to this, given that it was traded at 71c pre-covid pre-Swissco deal.

Its an opportunistic low ball offer. Management buyout trying their lucky draw??

[xlandjy]

Deeply disappointed with Jeffery and James...

[brattzz]

Deeply disappointed with Jeffery and James...

They just want to offer a chance for keppel to cash out their holding lah... haha!

[Shiyi]

Deeply disappointed with Jeffery and James...

They just want to offer a chance for keppel to cash out their holding lah... haha!

Keppel seems to be the king-maker in this case. If it wants to cash out, it should be able to get a better price given its connection and standing.

Does anybody have the memory of when and how Keppel got into this company? That could provide a clue as to how Keppel will act on the offer.

[Mushy]

Do I get this correct?

- The offeror offers $0.65 per share.
- A form will be sent to all shareholders. Those who want to accept this offer tick so and send back. Those who don't want do nothing.
- At the end of the exercise, if offeror does not achieve 50% (from current 21.25%), the offer is not valid and everything back to square one.
- If offeror achieves >50% but <90%, those who accepted the offer gets paid. Offeror now owns >50% and has control of company. Shareholders who did not accept the offer remains shareholder and company remains listed.
- If offeror achieves >90%, it will compulsorily buy the shares of all those who did not accept (as stated so), gets 100% and delist.

The document released so far states that offeror wants to delist the company (by buying out everybody). They can only force desenting shareholders to sell if they cross 90% right? It is not clear to me what is their stance if they only gets 50 to 90%. This is where they might have to raise the offer along the way to gain more acceptances.

[¯|_(ツ)_/¯]

not sure about PIL, but it's clear that Sunningdale already given Final Offer.
With the Final Offer, it's clear that nothing will happen for Sunningdale.
It's just a waste of everybody's time, energy and money to arrange for SOA.

Based on this scenario, after the SOA lapse, it's share should drop back to normal.

Then, 2 scenario will happen - depends on who is correct.

Scenario 1 - QC is right.
Sunningdale had already completed most of it's transformation journey and revenue/profit/cash starts to stream in.

Scenario 2 - QC is wrong.
As per 2nd announcement aka the one with Final Offer, the reason why there is a low-ball takeover is because Sunningdale will requires more money for it's development.  So, although revenue/profit/cash is coming in, it will be reserved for further/future development.

In any case, SOA will likely lapse as nobody will be interested in the Final Offer.

Back to Penguin, it's still too early.
Let's be patient and wait for the Final Offer, shall we?

Enjoy Eternal Love by Michelle Pan (A Pan):

Stay home and stay healthy, everyone.

[lonewolf]

Do I get this correct?

- The offeror offers $0.65 per share.
- A form will be sent to all shareholders. Those who want to accept this offer tick so and send back. Those who don't want do nothing.
- At the end of the exercise, if offeror does not achieve 50% (from current 21.25%), the offer is not valid and everything back to square one.
- If offeror achieves >50% but <90%, those who accepted the offer gets paid. Offeror now owns >50% and has control of company. Shareholders who did not accept the offer remains shareholder and company remains listed.
- If offeror achieves >90%, it will compulsorily buy the shares of all those who did not accept (as stated so), gets 100% and delist.

The document released so far states that offeror wants to delist the company (by buying out everybody). They can only force desenting shareholders to sell if they cross 90% right? It is not clear to me what is their stance if they only gets 50 to 90%. This is where they might have to raise the offer along the way to gain more acceptances.

Mostly correct except for the 90% part.

Compulsorily acquisition threshold is 90% of shares they do not currently own.

So there is 3 possible outcome (assuming they received >50% acceptance)

1) Less than 90% achieved. The company remain listed. Offeror gets control of the company. 

2) >90% achieved but not enough for compulsory acquisition. The company is delisted. Dissenting shareholders (those who did not accept the offer) will remain shareholders of an unlisted company.

3) Compulsory acquisition threshold achieved. All shares acquired and the company is taken private.

Putting the above in numbers:



The paragraph of the offeror's intention about delisting and compulsory acquisition is in every offer documents. In this instance, I think the offeror intention is clear. Management just wants control of the company and hope to do it as cheaply as possible.

If they are serious about taking the company private, they would offer a higher premium. But of course, history has shown that high is never high enough for some shareholders. 

[lonewolf]

Back to Penguin, it's still too early.
Let's be patient and wait for the Final Offer, shall we?

I think this is the Final Offer. I doubt any revision will take place.

I also think the offeror was very clever to calculate the offer premium based on the last transacted price prior to Holding Announcement Date.

Frankly, this is deceptively devious and may catch a few shareholders (who are not as careful as some of us are) out into thinking they are getting a good deal. 

IMO, the premium should be calculated based on the last transacted share price before the offer was formally tendered.

[ghchua]

Hi lonewolf,

As with any general offers, an IFA will be appointed to provide an opinion and after that, independent directors will provide their recommendation based on IFA opinion. I think shareholders should make their decision based on that, rather than what the offeror has to say.