Zagro Asia

[ghchua]

I think there are some misconceptions here which I think it will help if I could clarify a bit.

Firstly, this is a Voluntary Delisting and not a Scheme of Arrangement as mentioned by desmondxyz. Therefore, for the delisting to proceed, the proposal will need a majority of at least 75% of the total number of issued shares (excluding treasury shares, if any) held by the Shareholders present and voting for it, on a poll, either in person or by proxy at the EGM and not being voted against by 10% or more of the total number of issued Shares (excluding treasury shares, if any) held by the Shareholders present and voting, on a poll, either in person or by proxy at the EGM. It does not need the majority number of shareholders present voting for it, Therefore, it is different from the NeraTel case study as it is a Scheme of Arrangement.

Secondly, PBS being an interested party will not be able to chair the EGM. Therefore, I think pianist should go ahead and appoint the chairman to vote at the EGM according to your wishes.

Hope that the above helps.

[desmondxyz]

I think there are some misconceptions here which I think it will help if I could clarify a bit.

Firstly, this is a Voluntary Delisting and not a Scheme of Arrangement as mentioned by desmondxyz. Therefore, for the delisting to proceed, the proposal will need a majority of at least 75% of the total number of issued shares (excluding treasury shares, if any) held by the Shareholders present and voting for it, on a poll, either in person or by proxy at the EGM and not being voted against by 10% or more of the total number of issued Shares (excluding treasury shares, if any) held by the Shareholders present and voting, on a poll, either in person or by proxy at the EGM. It does not need the majority number of shareholders present voting for it, Therefore, it is different from the NeraTel case study as it is a Scheme of Arrangement.

Secondly, PBS being an interested party will not be able to chair the EGM. Therefore, I think pianist should go ahead and appoint the chairman to vote at the EGM according to your wishes.

Hope that the above helps.

Thanks ghchua for the correction. I just copy and paste from the Nera thread.

Since PBS already had ard 70% in hands, I think to get at least 75% majority is more or less a 'done' deal. So the minority need at least 10% of outstanding share (25,877,200) to vote down the proposal. It's more difficult than neratel case.

Still, Good luck! 

[desmondxyz]

http://infopub.sgx.com/FileOpen/Announce...eID=382141

PBS owned 72.47% after opening concert...

When is the EGM? He probably will secure 75% before the EGM....

[pianist]

Thanks for reply. Securing 75% doesn't mean the delisting will go through rite? Still need that 90% threshold

[ghchua]

Hi pianist,

Please refer to my Post#171. The delisting will go through for the conditions that I have stated out.

As for 90% threshold, I think you meant compulsory acquisition for the remaining shares that do not accept the offer. It does not affect the delisting. If PBS doesn't get 90% acceptance, then the other dissenting shareholders will have to hold shares of unlisted Zagro Asia, if the delisting goes through.

[pianist]

Hi Chua, noted w thanks. Yr post 171 had a bold 'and' for a possible >10% voting against it notwithstand pbs may have gained 75%. Is this correct?

[ghchua]

Hi Chua, noted w thanks. Yr post 171 had a bold 'and' for a possible >10% voting against it notwithstand pbs may have gained 75%. Is this correct?

That is correct. Both conditions must be satisfied for the delisting to go through and that is why I bolded the 'and' keyword. If PBS gained 75% or more but 10% or more voted against, than the delisting will not go through.

[ZZF]

Hi Chua, noted w thanks. Yr post 171 had a bold 'and' for a possible >10% voting against it notwithstand pbs may have gained 75%. Is this correct?

That is correct. Both conditions must be satisfied for the delisting to go through and that is why I bolded the 'and' keyword. If PBS gained 75% or more but 10% or more voted against, than the delisting will not go through.

Hi chua, if pbs has 75% and less than 10% vote note, but say at closing of offer, pbs only garnered say 88% (less than 90%) - can delisting still go through?

[ghchua]

Dear all,

Please take note that the exit offer of 30cts per share is conditional on the delisting resolution being approved. If the delisting resolution is not approved by shareholders, then the exit offer will lapse and the company will remain listed on SGX.

Even if the delisting resolution is passed, shareholders who wish to get 30cts per share exit offer will still have to accept the exit offer by tendering your shares. Failure to do so will mean the risk of holding unlisted Zagro Asia shares, if PBS could not execute compulsory acquisition. PBS could only execute compulsory acquisition if he can get 90% or more of the Shares (other than those already held by him).

However, dissenting shareholders should also note that you have the right under Section 215(3) of the Companies Act to require the Offeror to acquire their Shares in the event that the Offeror, its related corporations and their respective nominees acquire, pursuant to the Exit Offer, such number of Shares which, together with the Shares held by the Offeror, its related corporations and/or their respective nominees, comprise 90% or more of the total Shares (excluding treasury shares). This might be useful if PBS could not get 90% or more of the shares (other than those already held by him) and could not execute compulsory acquisition. You can execute this right after the offer closes and within three (3) months after the Form 58 is given.

Hope that the above helps.

[ghchua]

Hi chua, if pbs has 75% and less than 10% vote note, but say at closing of offer, pbs only garnered say 88% (less than 90%) - can delisting still go through?

Once the delisting resolution is approved by shareholders, the company will be delisted. The exit offer is conditional on PBS getting more than 50% of the shares and the delisting resolution being approved by shareholders. Since PBS already got more than 50% of the shares, the exit offer will become unconditional if the delisting resolution goes through.

In your above example, yes, the delisting will go through since the delisting resolution had been approved by shareholders.