Select Group Limited

[opmi]

So see if Lionel's mom (LM) also want to be private equity investor in Select.

If LM decides to stay, the Offeror has to hold an delisting EGM to delist the shares,
which need 75% to pass.

Failing which, SELECT will be a suspended listed counter. Which still have to make annc and comply to SGX rules (?).

Offeror cannot make another offer for 6 months.

33.2 6 months delay before acquisition at above offer price

Except with the Council’s consent, if a person, together with any person acting in
concert with him, holds shares carrying more than 50% of the voting rights of a
company, neither that person nor any person acting in concert with him may, within 6
months of the closure of any previous offer other than a partial offer (see Rule
16.4(b)(iv)) made by him to the shareholders of that company which became or was
declared unconditional in all respects, make a second offer to, or acquire any shares
from, any shareholder in that company on terms better than those made available
under the previous offer. They must also not enter into any special deals with any
shareholder (see Rule 10).

[ghchua]

Yes. Suspended listed counter will still have to comply with listing rule. They have declared dividends so will have to pay dividends as well. Refer to Pertama case previously for a case study of a suspended listed counter.

[opmi]

Latest update:

Lionel's Mom tendered partially. the free float > 10% < 10% (coz Lionel's mom still a substantial shareholder) & Offeror has no compulsory acq rights.
Select Group will remained listed (will be delisted subject to delisting EGM) and NOT suspended.  suspended at close of Offer.

http://infopub.sgx.com/FileOpen/Level%20...eID=406216

RESULTANT SHAREHOLDINGS
Accordingly, as at 5.00 p.m. (Singapore time) on 23 May 2016, the total number of (a) Shares
owned, controlled 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 126,625,839 Shares,
representing approximately 88.93% of the total number of issued Shares of the Company.

[ghchua]

For the voluntary delisting EGM to go through, it must not be voted against by 10% or more of the total number of issued shares. Question is: How much shares does Lionel's Mom have now? Does she still have more than 10% after tendering partially?

[opmi]

For the voluntary delisting EGM to go through, it must not be voted against by 10% or more of the total number of issued shares. Question is: How much shares does Lionel's Mom have now? Does she still have more than 10% after tendering partially?

Non-Offeror minority shareholders still holds 100%-88.93% = 11.07%. 
I dont know if other non-LM minority shareholders has tendered between 20-24 May.

[ghchua]

As disclosed by the announcement on 20 May 2016, only 1.87% of the shares had been held by non-LM minority. So, even if we assume all non-LM minority had tendered between 20-24 May, I think the offeror might still not been able to get 90%. Therefore, I suspect that LM tendered partially but still retain slightly more than 10% of the shares to date. Whether she will tender the remaining shares we will see soon.

http://infopub.sgx.com/Apps?A=COW_CorpAn...202016.pdf

[smallcaps]

LM no reason to tender right? Juz let it be suspended lor.
In the mean time LM can focus on enjoying the $10mil received from offerer, while making sure offerer keep paying costs for being an un-tradable listed coy :>

[ghchua]

LM no reason to tender right? Juz let it be suspended lor.
In the mean time LM can focus on enjoying the $10mil received from offerer, while making sure offerer keep paying costs for being an un-tradable listed coy :>

A listed company cannot be suspended from trading for a prolonged period of time. SGX can exercise its right to direct the company to delist, provided a reasonable exit offer will be given to shareholders. Therefore, even if LM can vote against a voluntary delisting EGM proposed by the company, there is no way she can stop a directed delisting by SGX. Since the offeror has no intention to restore the free float, I guess delisting (whether its directed or voluntary) after the offer closes is foregone conclusion.

The best hope is that the delisting will be done at a reasonable price and shareholders get to enjoy some dividends along the way.

[weijian]

This is a very interesting case study. I look through the thread again (OPMI and some others have been providing good updates):

(1) The IDs seem to have the support of a "certain substantial shareholder" and went against the recommendation of the IFA.
(2) LM tendered partially. It is not enough for compulsory acquisition, but enough for suspension and possibly a future scenario where SGX exercises its right to direct the company to delist.
(3) There is NO revision of offer (as stated SO FAR).
(4) This is effectively a Mgt buyout, with the help of private equity. These private equity funds are hungry for a return based on X period of time, and seems to have the advantage of Mgt to help them to work out the price that make sense to provide the returns (how can they cut and reduce and optimize the business once taken private)

[specuvestor]

^^ 3) If it is stated Final Offer it is a legal term used... and the last announcement quoted 20.2 of Takeover Code that it cannot be revised... so cannot be "SO FAR"

LM no reason to tender right? Juz let it be suspended lor.
In the mean time LM can focus on enjoying the $10mil received from offerer, while making sure offerer keep paying costs for being an un-tradable listed coy :>

A listed company cannot be suspended from trading for a prolonged period of time. SGX can exercise its right to direct the company to delist, provided a reasonable exit offer will be given to shareholders. Therefore, even if LM can vote against a voluntary delisting EGM proposed by the company, there is no way she can stop a directed delisting by SGX. Since the offeror has no intention to restore the free float, I guess delisting (whether its directed or voluntary) after the offer closes is foregone conclusion.

The best hope is that the delisting will be done at a reasonable price and shareholders get to enjoy some dividends along the way.

Actually if u look at the Synear saga it can be suspended for very long long time which I am not even sure the basis. But in this case it will be delisted because I think it will not fulfill the listing rule of at least 500 shareholders, and LM supposedly will hold >10% as "free float". Nonetheless the common technique to remain listed is for LM to sell 1 lot shares to each 498 shareholders...