Wheelock Properties

[seewaisee]

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.

Stocks go up and down. That is the nature of stocks. Market price only reflects willing buyer willing seller transaction at certain volume. 
While market price fluctuates at times way off the book value, but most of Wheelock assets (cash & investment property) and book value changes little or not at all over time.

Even if Wheelock last done price is $0.70, it does not change the fact that just per share cash value is about $0.70 and its book value is $2.60. 
Does this mean that Offeror can privatise at $0.70 and get rest of $1.90 assets for FREE? Some willing sellers does not mean all are willing sellers.

Premium over last done price means little. 
Offeror just need wait for a price slump and do a General Offer to get a premium over last done price and yet way lower than the book value.

IFAs argument of low liquidity and historical/last traded prices is a flawed one. 
For minority shareholders, the market liquidity is sufficient to trade their small quantity of Wheelock shares.
Illiquidity is more of Offer's problem if they intend to gobble up 24% of outstanding shares from the market.
As for historical prices, Offeror did not do a General Offer when it was $3.54 in 2007 because it was way higher than the true value(book value) of Wheelock then. 
The Offeror did not use price as a guide then and so should the minority shareholders now.

Due to conflict of interest of IFAs and ID being under Wheelock's payroll, IFAs role has been reduced to taking instructions from Offeror to creating a marketing material to highlight facts to justify such low offer while omitting facts which does not, rather than giving a professional unbiased true value opinion. IDs job is just to nod their head.

[swn]

Wheelock's offer closes tomorrow. So far I have not seen any announcement of acceptance of offer. It looks like it will be extended or increase offer price?

[cyclone]

Extension of Closing Date

DBS Bank wishes to announce, for and on behalf of the Offeror, that the Closing Date of the Offer is extended from 5.30 p.m. (Singapore time) on 7 September 2018 to 5.30 p.m. (Singapore time) on 21 September 2018 (or such later date(s) as may be announced from time to time by or on behalf of the Offeror).

[cyclone]

Only 1.37% ??

Levels of Acceptances

As at 5.30 p.m. (Singapore time) on 7 September 2018, the Offeror has received valid acceptances amounting to 16,410,867 Offer Shares, representing approximately 1.37% of the total number of issued Shares of the Company.

As at 5.30 p.m. (Singapore time) on 7 September 2018, the total number of (a) Shares owned or agreed to be acquired by the Offeror and parties acting in concert with it, and (b) valid acceptances of the Offer, amount to an aggregate of 928,340,613 Shares, representing 77.58% of the total number of issued Shares of the Company.

The total number of issued Shares are 1,196,559,876 Shares (excluding treasury shares).

[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.

Seems like the events funds/traders cannot hold one. In fact, they are helping Offeror to collect shares.

Wheelock Properties (S) Ltd: Offeror’s stake reaches 88%
 
The Offeror announced yesterday that it owns (along with related parties) 88.17% of total issued shares of Wheelock Properties (Singapore), mainly boosted by a 10.10% stake from acceptances. The General Offer (GO) closes today at 5:30pm and we maintain our two-tiered recommendation for now.

Delisting EGM lai liao. 

Minority shareholders want to keep your shares better start organizing now.....unless want to hold unlisted shares...

[specuvestor]

Seems like the events funds/traders cannot hold one. In fact, they are helping Offeror to collect shares.

Risk Arb traders or event driven funds won't tender and wait for cash to come in, they will sell and move on. This ~10% tender likely from stockist for their purpose

[cyclone]

Loss of Public Float

As at the Final Closing Date (5.30 p.m. Singapore time on 2 October 2018), the percentage of Shares held by the public is approximately 9.90% and is thereforel ess than the requisite 10.0% under the Free Float Requirement.

More details in http://infopub.sgx.com/FileOpen/WPSL_ANN...eID=528189

[soros]

SHAREHOLDERS' RIGHTS UNDER SECTION 215(3) OF THE COMPANIES ACT

As announced in the Close of Offer Announcement, as the Offeror has received valid acceptances pursuant to the Offer which,
together with the Shares held by it, its related corporations or their respective nominees, comprise 90% or more of the total number of issued Shares
(excluding treasury shares), Shareholders who have not accepted the Offer (the “Non-Assenting Shareholders”) will have a right to require the Offeror to acquire their Shares
at the Offer Price of S$2.10 in cash for each Share, under and subject to Section 215(3) of the
Companies Act and the terms to be set out in the prescribed form 58 under Section 215(3) of the Companies Act
.
Non-Assenting Shareholders who wish to exercise their rights under Section 215(3) of the Companies Act
or who are in doubt as to their position are advised to seek their own independent legal advice.
Shareholders should refer to the Close of Offer Announcement for more information.

My Comment : This a situation where the SGX rules is unfair to public shareholders because they are not receiving the net asset value of the shares in full. The net asset value includes the original capital plus the retained portion of annual earnings which was not paid out as dividend.

[ghchua]

SHAREHOLDERS' RIGHTS UNDER SECTION 215(3) OF THE COMPANIES ACT

My Comment  :    This a situation where the SGX rules  is unfair to public shareholders because they are not receiving  the  net asset value of the shares in full.  The net asset value includes the original capital plus the retained  portion of annual earnings which was not paid out as dividend.

There are only two choices left for minorities still holding onto listed Wheelock Properties shares:

1. Exercise their right under Section 215(3) of the companies act to require the offeror to acquire their shares at offer price and exit their investment. Alternatively, one can also wait for their delisting exit offer.
2. Continue to hold onto their shares since the offeror could not compulsory acquire your shares at the close of offer. Hopefully after delisting, there will be a better offer few years down the road to realize its net asset value.

[opmi]

again, the lesson learnt is "I will sit and do nothing" strategy dont work.

this 90% loss of free float also need to change. It is disadvantage to minority shareholders.