Boustead Projects

[ghchua]

Tks for sharing.  But I really dont understand why Wong FF cannot sell to BSL.  Dont understand the part of pre-conditional offer.  Perhaps someone can explain?

Hi header,

I guess what they meant is that the pre-condition for the offer if FF Wong wants to sell his stake in BP to BSL is that an EGM needs to be held for BSL shareholders, which FF Wong could not vote since its an IPT.

Since FF Wong could not vote on the deal, they might not be confident enough to get the approval from BSL shareholders. Furthermore, the timeline might be longer as it involves holding an EGM to get BSL shareholders approval as a pre-condition before they can launch the offer for BP.

[ksir]

Hi weijian,

I guess to end all these troubles, just set up a $1 takeover vehicle company and then make the offer for Boustead Projects again via that vehicle, since FF Wong and Boustead Singapore together already own more than 90% of Boustead Projects. After the offer closes, exercise compulsory acquisition on Boustead Projects minorities and delist the company. Offer price can be the same price as the last offer. IFA opinion is not important since its compulsory acquisition.

LOL and yep for whoever still put their trusts in Boustead, can switch over to Boustead Holding instead. 
For me, I will think thrice. 
There is a precedent of low-offer for BP, why not for Boustead also ya? 
Can just say, "hey, the price so low and so illiquid, I give you way out by this low ball, take it or f(uss) it?" hahaha

[header]

Tks for sharing.  But I really dont understand why Wong FF cannot sell to BSL.  Dont understand the part of pre-conditional offer.  Perhaps someone can explain?

Hi header,

I guess what they meant is that the pre-condition for the offer if FF Wong wants to sell his stake in BP to BSL is that an EGM needs to be held for BSL shareholders, which FF Wong could not vote since its an IPT.

Since FF Wong could not vote on the deal, they might not be confident enough to get the approval from BSL shareholders. Furthermore, the timeline might be longer as it involves holding an EGM to get BSL shareholders approval as a pre-condition before they can launch the offer for BP.

Tks.  The EGM is required only if it is a scheme of arrangement (as asked during the AGM)?  If is a straight forward GO (like what actually happen), WFF could have not join BSL as party acting in concert and sell in the GO?  In that scenario, no EGM is required?  But WFF and son have instead decided to join BSL as party acting in concert in the GO.

[weijian]

SGX listing rule 906(1)(a) indicates below:

(1) An issuer must obtain shareholder approval for any interested person transaction of a value equal to, or more than:— (a) 5% of the group's latest audited net tangible assets;

Boustead Spore's NAV (assume it is NTA since there is only 5mil of intangible asset on BS) as of audited AR23, is 453mil and so 5% of this would be 22.7mil. FF Wong's 20% stake in BP is ~60mil (at offer price) and that exceeds the 5% cap by a mile. So a shareholder approval is required (EGM) as mentioned by ghchua if Boustead wanted to buy over FF Wong's stake in the GO. In other words, if FF Wong is not acting in concert, then an EGM is needed to buy over his stake.

[ghchua]

Hi weijian,

I guess to end all these troubles, just set up a $1 takeover vehicle company and then make the offer for Boustead Projects again via that vehicle, since FF Wong and Boustead Singapore together already own more than 90% of Boustead Projects. After the offer closes, exercise compulsory acquisition on Boustead Projects minorities and delist the company. Offer price can be the same price as the last offer. IFA opinion is not important since its compulsory acquisition.

LOL and yep for whoever still put their trusts in Boustead, can switch over to Boustead Holding instead. 
For me, I will think thrice. 
There is a precedent of low-offer for BP, why not for Boustead also ya? 
Can just say, "hey, the price so low and so illiquid, I give you way out by this low ball, take it or f(uss) it?" hahaha

Hi ksir,

I have been informed that this loophole had been closed since 1 July 2023. It is also minuted in the AGM minutes for BP just released today. Sorry for the misinformation. Please ignore my previous post.

[ghchua]

Tks.  The EGM is required only if it is a scheme of arrangement (as asked during the AGM)?  If is a straight forward GO (like what actually happen), WFF could have not join BSL as party acting in concert and sell in the GO?  In that scenario, no EGM is required?  But WFF and son have instead decided to join BSL as party acting in concert in the GO.

No. The EGM is required even for GO if FF Wong wants to sell his BP shares to BSL as it is an IPT, as explained by weijian.

[header]

Tks.  The EGM is required only if it is a scheme of arrangement (as asked during the AGM)?  If is a straight forward GO (like what actually happen), WFF could have not join BSL as party acting in concert and sell in the GO?  In that scenario, no EGM is required?  But WFF and son have instead decided to join BSL as party acting in concert in the GO.

No. The EGM is required even for GO if FF Wong wants to sell his BP shares to BSL as it is an IPT, as explained by weijian.

Tks ghchua and Weijian.  Understand now.

[weijian]

Hi weijian,

I guess to end all these troubles, just set up a $1 takeover vehicle company and then make the offer for Boustead Projects again via that vehicle, since FF Wong and Boustead Singapore together already own more than 90% of Boustead Projects. After the offer closes, exercise compulsory acquisition on Boustead Projects minorities and delist the company. Offer price can be the same price as the last offer. IFA opinion is not important since its compulsory acquisition.

LOL and yep for whoever still put their trusts in Boustead, can switch over to Boustead Holding instead. 
For me, I will think thrice. 
There is a precedent of low-offer for BP, why not for Boustead also ya? 
Can just say, "hey, the price so low and so illiquid, I give you way out by this low ball, take it or f(uss) it?" hahaha

Hi ksir,

I have been informed that this loophole had been closed since 1 July 2023. It is also minuted in the AGM minutes for BP just released today. Sorry for the misinformation. Please ignore my previous post.

hi ghchua,
So what do you think the end game will be? With FF Wong's publicly stating that "he is not holding on to his Boustead Projects shares in order to fetch a better price as he does not want to benefit at the expense of other shareholders", it seems like dissenting BP shareholders probably wouldn't get a better deal.

With the 6month extension deadline (end Sept) coming soon and the fact there is no more "element of surprise", would we be expecting Boustead Spore to hold an EGM to approve the interested party transaction for FF Wong and either another VG or SOA at the same price?

[ghchua]

hi ghchua,
So what do you think the end game will be? With FF Wong's publicly stating that "he is not holding on to his Boustead Projects shares in order to fetch a better price as he does not want to benefit at the expense of other shareholders", it seems like dissenting BP shareholders probably wouldn't get a better deal.

With the 6month extension deadline (end Sept) coming soon and the fact there is no more "element of surprise", would we be expecting Boustead Spore to hold an EGM to approve the interested party transaction for FF Wong and either another VG or SOA at the same price?

Hi weijian,

It is a difficult question to answer, and I am sure that Boustead Spore and SGX are in serious discussions to resolve this deadlock.

If you offer Boustead Projects shareholders again at the same price, then the question is how are you going to attract a "Fair and Reasonable" opinion from the IFA and more than 75% acceptance of the remaining independent Boustead Projects shareholders in order to delist the company via GO, VD or SOA? I mean, the remaining shareholders of Boustead Projects are not naive. Obviously, they are holding on hoping for a higher offer price despite knowing that those shares will be suspended from trading after the last offer closes.

But one thing to take note is that with the recent market weakness, a few of their comparable companies share price had corrected. I don't know whether this might move the needle for the new IFA to determine that the same offer price as "Fair and Reasonable" if they indeed intend make an offer again.

[dreamybear]

SGX RegCo directs Boustead Projects to delist, with exit offer for shareholders
https://www.straitstimes.com/business/co...areholders
"SINGAPORE - Singapore Exchange Regulation (SGX RegCo) issued a directive on Tuesday for the delisting of Boustead Projects, as the issuer had not ensured that at least 10 per cent of the total number of issued shares are held by the public.

In its notice of compliance, the front-line regulator also directed Boustead Projects and/or Boustead Singapore to make an exit offer to the shareholders that is “fair and reasonable”, with the proposal to be provided within one month from Tuesday...."