Wheelock Properties

[opmi]

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.

This is where BVI/Cayman/Bermuda are better. At least they have some form of appriasal rights. Meaning can go courts to ask for a fair value. But the courts may see the market price is a fair value too. 

Last time, when they review the Takeover Code, there is a recommendation. But the Review Panel rejected. Sometimes I feel these Review Panel has vested interests in keeping the status quo. (like directorships, paid legal works or corporate finance works). SIAS....cmi.

[newkeynesian]

Very disheartening indeed. I would have expected a lot more investors to wait out for a better offer at the eleventh hour instead.

[em2nre5u]

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.

How to exercise right? Would there definitely be a delisting offer coming?

[soros]

Its best if there is some large organisation representing the public investor interests with list of complainants names and signed , can complain to the SGX and state the takeover rules are not fair to public investors .....

[ghchua]

How to exercise right? Would there definitely be a delisting offer coming?

The offeror will send you Form 58 stating your rights under the companies act. You can then proceed to exercise your rights to require the offeror to acquire your shares at offer price. Some companies might send you a form whereby you can fill in and exercise your rights. Some might require you to write in and then you can go down to their lawyer's office to sign a transfer form in front of a witness to execute it.

The offeror had stated that they do not intend to maintain its public float and seek to delist the company from SGX. Therefore, as with any voluntary delisting, there will be an exit offer.

[mslee888]

Somehow the controlling shareholder usually succeed even though their offer price is deemed unattractive. When the Wheelock offer was first announced, share price was consistently above 210, giving the impression that market also felt that the offer was undervalued. Moreover, the volume traded was very high too then. But when the offer was closed, controlling shareholder can actually get slightly more than 90% and can go for delisting. This is really a joke. My own wild guess is they already have "discussed" with various parties to get the necessary percentage so that they can succeed with the offer.

[ghchua]

Somehow the controlling shareholder usually succeed even though their offer price is deemed unattractive. When the Wheelock offer was first announced, share price was consistently above 210, giving the impression that market also felt that the offer was undervalued. Moreover, the volume traded was very high too then. But when the offer was closed, controlling shareholder can actually get slightly more than 90% and can go for delisting. This is really a joke. My own wild guess is they already have "discussed" with various parties to get the necessary percentage so that they can succeed with the offer.

Initially, I think the market was expecting a revised offer at a higher price since the offeror did not said that $2.10 is the final offer price. However, as time goes on, the market was disappointed that a higher offer price was not coming and therefore, those who bought the shares in expectation of a higher offer price might have accepted the offer.

Anyway, it is all water under the bridge now. There are only two choices left for minorities left holding onto the shares as detailed by me above.

[opmi]

If want to prevent low ball offer, minority shareholders should organize BEFORE any Offer comes. Get 5 to 10%.

Once the Offer is out, it is a race against time. "I will sit and wait for better offer" is not a good strategy.

[em2nre5u]

How to exercise right? Would there definitely be a delisting offer coming?

The offeror will send you Form 58 stating your rights under the companies act. You can then proceed to exercise your rights to require the offeror to acquire your shares at offer price. Some companies might send you a form whereby you can fill in and exercise your rights. Some might require you to write in and then you can go down to their lawyer's office to sign a transfer form in front of a witness to execute it.

The offeror had stated that they do not intend to maintain its public float and seek to delist the company from SGX. Therefore, as with any voluntary delisting, there will be an exit offer.

Thank You. So basically I just have to wait for the exit offer to be sent to me...

[jfc18]

Hi all! May I check if any you guys have already received the Exit Offer papers? Thanks in advance.