Boustead Projects

[ghchua]

Thanks. That really clarifies.  No where in the document does it say about 75%. This really STINKS big time. I have lost all respect for FF Wong. Like most VB, I’m a long term holder of Boustead and BP.  This sucks as there is no protection for minority shareholders like us. 

Really at a lost now…

The offer announcement is not a document. They will dispatch the offer document later to all shareholders. Anyway, for delisting, it is under listing rules and you can refer to SGX listing rules and the link below:
https://www.sgxgroup.com/media-centre/20...older-vote

Protection? I guess there is a certain level here because we are talking about 75% of independent shareholders. And the IFA opinion must be "Fair and Reasonable". Opinions like "Not Fair but Reasonable" no longer been able to justify a delisting under the new rule. So, it is a step higher than the previous listing rules, though I agree that there are room for improvement.

[EnSabahNur]

Have you in your history of dealing with takeovers, encountered a scenario where shares are being traded above the offer price?

I assume this means somebody is interested in acquiring the shares to strengthen their negotiating position, possibly to push for a higher price?

Protection? I guess there is a certain level here because we are talking about 75% of independent shareholders. And the IFA opinion must be "Fair and Reasonable". Opinions like "Not Fair but Reasonable" no longer been able to justify a delisting under the new rule. So, it is a step higher than the previous listing rules, though I agree that there are room for improvement.

[weijian]

To cut the Management some slacks, I do think in this case doing something is better than nothing!
It is an effort by Boustead Management to scoop up good bargain albeit being cheapo. The BP share price is underappreciated by Investors anyway and Boustead Management saw the opportunity to scoop it up cheaply.

The worst outcome to me is being forced to invest in unlisted co, but other than that I am fine with Boustead doing something about BP depressed share price.

I reckon with BP share price above $0.9, Boustead has to beef up his cheapo bid a bit and paying closer to NAV.
I bet perhaps that could be the intention all along but hey need negotiation tactic, no? Hahaha.
Above purely imagination and for fun, I have zero insider info and never contact BP or Boustead IR.

ksir,
You are finally seeing from Towkay Wong's eyes! That is why I suggest that OPMI might be better off having the same ratio of Parent:Child as Towkay Wong.

BP more undervalued than parent? Sure?!! But did FF Wong buy BP personally and directly from the open market? Or actually did he use another vehicle to do so?

I cannot emphasize Specuvestor's "Asset Business Structure" framework. And for me, I always start from the right.

[CY09]

Have you in your history of dealing with takeovers, encountered a scenario where shares are being traded above the offer price?

I assume this means somebody is interested in acquiring the shares to strengthen their negotiating position, possibly to push for a higher price?

Protection? I guess there is a certain level here because we are talking about 75% of independent shareholders. And the IFA opinion must be "Fair and Reasonable". Opinions like "Not Fair but Reasonable" no longer been able to justify a delisting under the new rule. So, it is a step higher than the previous listing rules, though I agree that there are room for improvement.

To your answer: Yes,

The recent SPH takeover was where share prices were above the first round of offer price

UE engineer was another

[ghchua]

Have you in your history of dealing with takeovers, encountered a scenario where shares are being traded above the offer price?

I assume this means somebody is interested in acquiring the shares to strengthen their negotiating position, possibly to push for a higher price?

I think CY09 had answered your 1st question on my behalf. Thanks CY09.

For your 2nd question, it could be what you have stated but do remember that they only need 75% of the independent shareholders to accept the offer for delisting to go through. Unless there is another substantial shareholder (i.e. holding more than 5% of the issued shares) that appears in the shareholding list (which they have to disclose it asap) and then we can be sure of that. Otherwise, the block would not be significant. Yes, in theory, minorities can work together to reject the offer, but this needs an activist effort. So far, we have not seen one for this offer yet.

Another reason might be the initial offer price would not merit a "Fair and Reasonable" opinion from the IFA. They would have to increase the offer price in order to get that opinion. Otherwise, delisting is not allowed.

[EnSabahNur]

Thanks to everyone for their comments. Especially GH Chua and CY09.

Just trying to summarize:

Boustead Singapore Limited holds 171,896,009 shares (54.87%)
FF Wong holds 60,412,094 shares (19.28%)

This leaves around 81 million shares or 25.85% of shares outstanding not in their hands, or in independent shareholders' hands.

25% of that (to block the delisting) is about 20.25 million shares. So somebody, or a group of somebodies, need to control this amount.

According to Yahoo Finance, here are the volumes traded recently:
07 Feb 2023 - 11,690,200
08 Feb 2023 - 1,772,000
09 Feb 2023 - 979,900

I'm not sure how difficult it is for a single investor to accumulate 20.25 million shares but I guess it is possible?

5% of outstanding shares is around 15.67 million, which is the threshold for anyone accumulating silently, to be forced to show their hand

If anyone thinks I made a mistake anywhere, please do shout! Thanks in advance

(vested)

[CY09]

accumulating 20.25 million in shares is possible if accumulation is done aggresively at 1 bid above the market price.

As of today, BP's share price is well above the offer price, this indicates possible speculation that investors anticipate a higher offer price/as said, there might be an aggressor party who is going to mount a challenge

[Musicwhiz]

Thanks everyone for the detailed discussion. I am vested as well and am hoping for a higher bid as I feel 90c really undervalues Boustead Projects.

[punchcardtrader]

I’m confused with some of the conversations here. If BP is not able to garner more than 90% shares, they won’t be able to unlist from SGX right?  Is my understanding wrong?

Important to understand, by virtue of SGX rules, voters against will not get de-listed against their will.

There is something called sell-out rights in this voluntary , conveniently not mentioned in the announcement.

Good news for NO voters. Please all users reply to previous incorrect info to correct it, so that no minorities are mis-informed by reading the old and incorrect posts!

Every NO voter gets a second chance of selling his shares *after* the voting results are in and implying a delisting!

This is called sell-out rights. This means the upside to downside of voting no is very very good in my opinion (not investment advice) 

See here

https://resourcehub.bakermckenzie.com/en...e-takeover

Page 499 (acrobat reader - not source document - page) https://www.bakermckenzie.com/-/media/fi...e_2022.pdf
7.2 Sell-out
In the circumstances that a bidder is permitted to carry out a summarized squeeze-https://resourcehub.bakermckenzie.com/en/resources/iod of tSpread the news!

[heyjojos]

Guys thanks for all the reply. I just wrote an email to Businesstimes asking them to help provide clarity on what legal requirements there are. I appreciate the many views but after reading various articles and the latest McKenzie doc, I’m still not clear. Hopefully we get a response from BT.

If there are no response from them I’m wondering if we could pull together a petition to BT and request the same. Would u all support? Thoughts?