Wheelock Properties

[seewaisee]

Can the funds who bought after the offer annc Willing/able to hold when Wheelock says  no revision in price?

If not, the only liquid buyer will be Wheelock itself.

Likely price revision if they cant get 90%. Unless Wheelock wants to give up privatization and be penny wise pound foolish.

[newyorkcityboy]

Given the net cash balance sheet and tangible hard assets in Wheelock Place and Scotts Square that back the NAV of S$2.60, the offer price of S$2.10 is clearly too low. By privatisation, they get their hands on the substantial cash horde which subsidies the amount forked out for the take private. Here are the sums - For Wheelock HK to buy out the remaining float of Wheelock Singapore at the current low bid price of S$2.10, they need about S$600 mil. Note that the Jun 2018 financials of Wheelock Singapore point to S$853.7 mil of cash and short term investments on its balance sheet (they have negligible debt)!

From a comparables perspective, neither is the current bid price in line with recent privatization exercises of Singapore property companies. Most were done closer to NAV.

The likelihood that Wheelock HK will revise up the price is high because the entire Wharf group has undertaken restructuring since 2017. To expediently clean up this Singapore subsidiary, they have to up the offer.

One large block of around 2% is held by Aberdeen Standard Life. They are a fundamental value shop who have held the stock for a long time. They should want to maximize the value of their stake and should have engaged Wheelock management on this offer.

Investors should share the analysis with more to drum up awareness that this bid undervalues Wheelock Singapore.

[specuvestor]

Independent Financial Adviser (IFA) PrimePartners Corporate Finance Pte. Ltd. recommendation :

Having considered the aforesaid points including the various factors set out in this letter and summarised in this section, we are of the opinion that the financial terms of the Offer are fair and reasonable, but not compelling, and are not prejudicial to the interests of minority shareholders. Accordingly, we advise the Recommending Directors to recommend that Shareholders accept the Offer, unless Shareholders are able to obtain a price higher than the Offer Price on the open market, taking into account all brokerage commissions or transactions costs in connection with open market transactions.

More details in http://infopub.sgx.com/FileOpen/WPSL_Off...eID=522683

Based on the opinions of IFA and independent directors, clearly their role has been shown to be unnecessary and irrelevant in the process of buyouts.
If ex cash 0.7 times book value offer is fair and reasonable, this also means that it is fair and reasonable for Wheelock to sell Wheelock Place and Scott Square at 30% discount off market value.
Obviously the former is fair and the latter is unfair to Offeror.
Keep in mind that Offeror wants to privatize Wheelock because they have a lot to gain by doing so. 
Shortchanging the minority shareholders in the process is not fair and prejudicial to their interest.

The truly independent views I have seen so far are from those whose paymasters are not Wheelock.

https://research.sginvestors.io/2018/07/...07-19.html

https://www.theedgesingapore.com/lim-tan...-shares-26

Regarding the statement "The Offer Price is attractive even when compared to historical share prices dating back 10 years" in the offer document.
By choosing a 10 year historical, they have conveniently left out the all time high price of $3.54 in 2007.

The net asset value of the company will remain a benchmark for some shareholders as reflecting the “true” value of the shares and major shareholders looking to privatize must be prepared to defend their valuations.
Let us not confuse true value with the price.

yup similar issue to auditors. I think the optimal is still SGX setup a fund for this purpose with contribution from SGX members prorated by their market cap or equity. So the paymaster of IFA or auditors is SGX. Behavior will then change.

[opmi]

Can the funds who bought after the offer annc Willing/able to hold when Wheelock says  no revision in price?

If not, the only liquid buyer will be Wheelock itself.

Likely price revision if they cant get 90%. Unless Wheelock wants to give up privatization and be penny wise pound foolish.

Lapse then wait another 6 months. Can still get their 90% then. If not, then wait another 6 months.......like Vard.

[seewaisee]

In the circular to shareholders dated 24 Aug, CapitaMalls Asia privatization was mentioned as a comparable precedent transaction example in terms of premium over last trading day(%) but failed to mention that the final offer is a PREMIUM over book value of 27.7%.

[newyorkcityboy]

When are revised offers normally announced? Will it be a few days before the close of the first offer?

[ZZF]

When are revised offers normally announced? Will it be a few days before the close of the first offer?

CMA revised offer was made about 10 days before the first closing date.

[ZZF]

When are revised offers normally announced? Will it be a few days before the close of the first offer?

CMA revised offer was made about 10 days before the first closing date.

HPL revised offer was about 2 weeks before first closing date.

[Vseeker]

When are revised offers normally announced? Will it be a few days before the close of the first offer?

CMA revised offer was made about 10 days before the first closing date.

HPL revised offer was about 2 weeks before first closing date.

Here's some history...

*Offer for HPL in 2014*
~~~~~~~~~~~~~
14-Apr: Cond Offer @$3.50;
.....Cond is "GT 50%"

14-May: 1st Revision, Offer Price revised to $4.00
19-May: IFA Circular issued

27-May: 2nd Revision, Offer Price revised to $4.05 +indicated $4.05 will be FINAL PRICE.

30-May: Offer declared UnConditional ....coz crossed the "GE 50%" target

26-Jun: Close of Offer

[Vseeker]

History on privatisation of WheelockPptiesHK(49.hk) back in 2010

Wheelock&Company(20.hk) is the parent company of WheelockPptiesSpore and also WheelockPptiesHK(49.hk)

In Apr2010, Wheelock&Co privatise WheelockPptiesHK(49.hk) at hk$13 pShr,
which was:-
>  at 144% premium to last done price of hk$5.33 and
>  at ONLY 3.35% discount to NAV of hk$13.45 pShr.

In contrast, its current $2.10 Offer Price for  WheelockPptiesSpore was priced at
>  only 21% premium to LastClosingPrice and
>  at much higher 22% discount to Book NAV pShr

Unfortunately our banks, auditors and legal firms - all felt little qualms running the legworks for various entities..
...nevermind if they(the Offerors) are taking advantage of minorities shrhldrs, most of whom, I guess happen to be Sporeans.

and IFAs and IDs point to other low ball offers, to help justify the latest one,
so we will see more SGX listCOs in a race to the bottom, see how low we can get...
...while MAS and SGX sat idly by and pretend not to see.