Goodpack

[opmi]

An HK example on how Scheme of Arrangement privatization can fail.

New World China Privatization via Scheme of Arrangement FAILED. Due to failure to get simple majority in NUMBER of Shareholders.

新中私有化失敗　鄭家純被玩

video
天真純官被玩了　私有化新中撻Q
【本報訊】新世界發展（017）提出私有化新世界中國（917）的交易，昨日遭到小股東戲劇性般否決！雖然按股數計，有99.84%的投票獨立股東，壓倒性贊成私有化方案；但卻在俗稱「數人頭」的出席人數關卡上，反對股東人數竟多達458名，以235名之差壓倒贊成股東的人數，最終否決議案，形成極少數股東「玩起」公司的尷尬局面。
記者：吳綺慧　孔雪茵　石永樂

按照規定，新世界未來12個月都不可重提私有化。如今方案被拉倒，新中今日股價勢必受壓。昨日新中在停牌前收報6.38元。公司在獲提私有化前，股價僅在4、5元間徘徊。


新世界是次以「協議安排」方式提出私有化，除了須獲得新中至少75%投票的獨立股東贊成、及不多於10%股東反對外，亦需通過所謂的「人數」驗證關卡：即出席法院會議的股東人數，要有過半數是贊成私有化，方案才獲通過。


是次約200多名贊成私有化新中的股東，雖然持股比例高達99.84%，但在法院會議上，仍可被持股僅0.16%的400多名反對股東「技術性擊倒」。昨日會上公佈投票結果的一刻，有贊成私有化的新中小股東立即鼓譟，大叫「咁唔公平！佢哋揸咁少股」！又有小股東向在場的新中執行董事顏文英「投訴」，質疑有否人「玩嘢」。顏文英只語帶無奈地表示：「條例係咁，冇辦法」。


■鄭家純昨形容指，新中私有化被否決「唔特別意外」。


有心人或將股份拆為多手
對於私有化不夠「人頭票」而遭否決，新世界主席鄭家純形容「唔特別意外」，稱自己會用平常心看待，並尊重結果。至於早前新世界供股所籌得的資金，鄭家純指將會用作投地以及發展尖沙嘴新世界中心之用。


今次新中出現「四両撥千斤」，有市場人士形容情況離奇，不排除是有人出招「存心阻攔」。「其中一個可能性，可以係有人把股票分拆開多手，在數人頭時，已經可以增加否決議案的機會，技術上可以做到」。


有為收購合併提供財務顧問的人士指，拆開多張「人頭」票做法並非不常見，「有心人」通常會在截止登記表決前最後一刻，才將股份拆散轉名至多個股東手上。提出私有化的大股東發現時都太遲，因為登記已經截止，無可能以「其人之道還治其人之身」。

關連人士私有化前套現
事實上，新中私有化另一「離奇」狀況，是多位持有新中股份的家族成員或關連人士，紛紛趁私有化刺激新中股價炒起時，選擇套現離場，由3月至今，12人合共套現1,600萬元，不等最終私有化投票進行後收錢，似乎一早已無太大信心方案會獲通過。其中新中地區總監劉松燦，在私有化期間減持套現約310萬元，本報昨致電向他查詢減持原因，他聽到問題後僅說：「唔答」便匆匆掛線。


【622公投　我撐普選】毅行直播


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[greengiraffe]

http://www.businesstimes.com.sg/premium/...s-20140710

PUBLISHED JULY 10, 2014
Goodpack fails to get waiver for Series 6 notes
Hitch not expected to disrupt acquisition by KKR
BYANDREA SOH
sandrea@sph.com.sg @AndreaSohBT

Mr Lam: He and his holding company have already put up irrevocable undertakings to vote in the deal's favour. - FILE PHOTO
LOCAL logistics packaging company Goodpack has succeeded in having the holders of all but one of its bonds agree to waiving certain conditions that would be non-compliant as a result of the acquisition by KKR.
Goodpack has had six series of notes under its $600 million multi-currency medium-term note programme established on June 18, 2010.
The proposed takeover bid by private equity firm KKR would have made some of the conditions in the notes non-compliant, as well as given rise to the occurrence of potential default events.
Goodpack, therefore, announced on May 28 that it had appointed DBS and OCBC to seek the consent of the relevant bondholders to waive these, as well as to amend the conditions to include an option for Goodpack to redeem all of the notes by giving not less than three days' notice.

[thefarside]

Hi

Just a reminder that Goodpack's Scheme of Arrangement meeting will be held this Thursday 14th Aug 2014, 10am at the Merchant Court Hotel Ballroom.

Those who don't think its a good deal for shareholders, please make an effort to turn up at the meeting to vote down the transaction.

A reminder of how a scheme of arrangement meeting works in this case.
- a court meeting has to be held to vote on the proposed transaction.
- 75% of the shares value present at the meeting must vote in favour of the transaction AND
- a majority of shareholders present at the meeting must vote in favour of the transaction

If the scheme is approved at the meeting, KKR (via IBC capital) will be able to compulsorily acquire all shares akin to hitting 90% in a normal GO. Minority shareholders only chance to turn this down would be to attend the meeting (proxy deadline has passed) and vote themselves.

I am personally vested and feel that Goodpack has more to offer by remaining listed. For a business such as this, a better transaction is always possible. The current offer significantly undervalues this company which have
1) a very sticky revenue and customer profile
2) consistent growth rate and opportunities for further expansion
3) underrated earnings profile which overestimates the depreciation of its equipment vs its lifespan
4) company recently spent a lot of capex to prepare for a stream of revenue expansion which will start from next year

And lastly management will join the new PE owner in co-ownership of the privatised entity where they will grow and extract value without current minority participation. To me that is a sign that the company is worth more than the conclusion of the IFA which will just do some meaningless comparisons against VWAP and a host of unrelated transaction metrics to say that shareholders should sell.

[pianist]

I just wonder if localised sg companies one by one keep taken over by foreign entities, what will be the corporate identity be like in the future?

just divested fully..

[hongonn]

So the delisting is confirmed.

Expected last day of trading of the Shares : 27 August 2014
Expected Books Closure Date : 1 September 2014 at 5.00 p.m.
Expected Record Date : 1 September 2014(1)
Expected Effective Date : 2 September 2014
Expected date for the payment of the Scheme Consideration: By 12 September 2014

Anyone attended the scheme meeting? May i know what is the exact voting result? In the announcement only tells not less than 75% majority.

Wasn't in Singapore so unable to attend.

[AlphaQuant]

May i know what is the exact voting result? In the announcement only tells not less than 75% majority.

if i remember correctly, 160 yes, 18 no - so ard 90% by presence voted for.

90+% by share value voted for.

[hongonn]

if i remember correctly, 160 yes, 18 no - so ard 90% by presence voted for.

90+% by share value voted for.

Thanks AlphaQuant.

Look like everyone can't wait to sell.

[greengiraffe]

http://www.businesstimes.com.sg/premium/...h-20140917

PUBLISHED SEPTEMBER 17, 2014
Delisted Goodpack looks to faster growth

Acquisition is KKR's first transaction in S'pore since 2012
BYMALMINDERJIT SINGH
msingh@sph.com.sg @MalminderjitBT

Mr Lam: 'This partnership will be transformational ... We envision that together we will be able to deliver greater value to existing customers, and also expand into new customer segments.' - ST FILE PHOTO
GOODPACK Limited was delisted from the official list of the Singapore Exchange (SGX) on Monday.
The delisting follows news that the world's largest fleet of steel IBCs (intermediate bulk containers) had been acquired by IBC Capital Limited, an affiliate of leading global investment firm KKR.
The acquisition was made at a purchase consideration of S$2.50 per share, which was paid on Sept 12 and represented a premium of 23.2 per cent to Goodpack's closing price on March 18, the day prior to its announcement of a possible transaction.
KKR's partnership with Goodpack will further realise the company's potential and accelerate its growth. Goodpack's management team will look to leverage KKR's global network to penetrate new verticals and increase sales in existing markets. Goodpack will also benefit from the expertise of KKR Capstone, an independent team of operational executives who work exclusively with KKR and its portfolio companies, to identify opportunities to unlock and create greater value.