Keppel Limited

[specuvestor]

I think the technicality is that at 95.5% the company has right to acquire ie call option

At 90% the shareholders have right to force company to buy ie put option. But without class action in Singapore, someone has to be vested enough to enforce the put option either through the company or court.

500 minorites is not an issue during takeover. But post takeover company will have to commit to spread the shareholding to remain listed as required by SGX listing rules. Usually companies will declare in the offering document whether they intend to do so. And due to nominee accounts I realised the shareholding spread in ARs are not entirely reflective.

I found Superbowl's case which was one of those who crossed 90% but did not hit the compulsory acquisition threshold.

Announcement for level of acceptances.
http://infopub.sgx.com/FileOpen/04Mar201...eID=284859

And because there was no compulsory acquisition, shareholders had to exercise their rights under 215(3). They were sent a form to fill up.
http://infopub.sgx.com/FileOpen/20140520...eID=298087

And then a final warning that if you don't send your form, you will be left with shares in a delisted company.
http://infopub.sgx.com/FileOpen/HiapHoeF...eID=300779

And the last announcement that the company will be delisted. Shareholders who did not exercise their rights will be sent a share certificate. Those who own it under a nominee account have to contact their nominee to get the share certificate.
http://infopub.sgx.com/FileOpen/SuperBow...eID=302819


Sorry for hijacking this thread!

A similar case for scenario 2 is "Sakari Resources Limited"

http://www.sakariresources.com/wp-conten...mentV2.pdf

Either Super Bowl has great corporate governance or they quite eager to help OPMI exercise their right Do note that this 90% threshold right is under Singapore's companies act and does not apply to overseas incorporated companies which has their own companies act.

[opmi]

I think the technicality is that at 95.5% the company has right to acquire ie call option

At 90% the shareholders have right to force company to buy ie put option. But without class action in Singapore, someone has to be vested enough to enforce the put option either through the company or court.

500 minorites is not an issue during takeover. But post takeover company will have to commit to spread the shareholding to remain listed as required by SGX listing rules. Usually companies will declare in the offering document whether they intend to do so. And due to nominee accounts I realised the shareholding spread in ARs are not entirely reflective.

I found Superbowl's case which was one of those who crossed 90% but did not hit the compulsory acquisition threshold.

Announcement for level of acceptances.
http://infopub.sgx.com/FileOpen/04Mar201...eID=284859

And because there was no compulsory acquisition, shareholders had to exercise their rights under 215(3). They were sent a form to fill up.
http://infopub.sgx.com/FileOpen/20140520...eID=298087

And then a final warning that if you don't send your form, you will be left with shares in a delisted company.
http://infopub.sgx.com/FileOpen/HiapHoeF...eID=300779

And the last announcement that the company will be delisted. Shareholders who did not exercise their rights will be sent a share certificate. Those who own it under a nominee account have to contact their nominee to get the share certificate.
http://infopub.sgx.com/FileOpen/SuperBow...eID=302819


Sorry for hijacking this thread!

A similar case for scenario 2 is "Sakari Resources Limited"

http://www.sakariresources.com/wp-conten...mentV2.pdf

Either Super Bowl has great corporate governance or they quite eager to help OPMI exercise their right Do note that this 90% threshold right is under Singapore's companies act and does not apply to overseas incorporated companies which has their own companies act.

BVI and Bermuda Companies Act have their own squeeze-out rules too.

[Layman A]

Keppel Land is incorporated in Singapore
http://www.sgx.com/wps/portal/sgxweb/hom...nformation

So the Company Act under 215(1) to 215(3) always apply right ?

So in simpler Layman term for other layman ( like me ) to understand,
Just in case the offeror trigger the suspension of Keppel Land share, the exit door is always there, correct ?
Just fill up a form to surrender the share at 4.60, and mail out.
Is that simple right ?

I think the technicality is that at 95.5% the company has right to acquire ie call option

At 90% the shareholders have right to force company to buy ie put option. But without class action in Singapore, someone has to be vested enough to enforce the put option either through the company or court.

500 minorites is not an issue during takeover. But post takeover company will have to commit to spread the shareholding to remain listed as required by SGX listing rules. Usually companies will declare in the offering document whether they intend to do so. And due to nominee accounts I realised the shareholding spread in ARs are not entirely reflective.

I found Superbowl's case which was one of those who crossed 90% but did not hit the compulsory acquisition threshold.

Announcement for level of acceptances.
http://infopub.sgx.com/FileOpen/04Mar201...eID=284859

And because there was no compulsory acquisition, shareholders had to exercise their rights under 215(3). They were sent a form to fill up.
http://infopub.sgx.com/FileOpen/20140520...eID=298087

And then a final warning that if you don't send your form, you will be left with shares in a delisted company.
http://infopub.sgx.com/FileOpen/HiapHoeF...eID=300779

And the last announcement that the company will be delisted. Shareholders who did not exercise their rights will be sent a share certificate. Those who own it under a nominee account have to contact their nominee to get the share certificate.
http://infopub.sgx.com/FileOpen/SuperBow...eID=302819


Sorry for hijacking this thread!

A similar case for scenario 2 is "Sakari Resources Limited"

http://www.sakariresources.com/wp-conten...mentV2.pdf

Either Super Bowl has great corporate governance or they quite eager to help OPMI exercise their right Do note that this 90% threshold right is under Singapore's companies act and does not apply to overseas incorporated companies which has their own companies act.

[opmi]

^^ Different terms means different things:-

Suspension due to <10% free fl0at
Delisting
CA 215 Compulsory Acq

Each of the above is triggered by different things.

[Boon]

At 90% level => Free-Float is less than 10% => => Trading suspension by SGX on the basis of loss of free-float: Rule 1303(1)

(Part III Suspension of Trading
1303
The Exchange may at any time suspend trading of the listed securities of an issuer in any of the following circumstances:—
(1) If the percentage of an issuer's total number of issued shares excluding treasury shares held in public hands falls below 10%, as provided in Rule 723. In a take-over situation, where the Offeror succeeds in garnering acceptances exceeding 90% of the issuer's total number of issued shares excluding treasury shares, thus causing the percentage of an issuer's total number of issued shares excluding treasury shares held in public hands to fall below 10%, the Exchange will suspend trading of the listed securities of the issuer only at the close of the take-over offer;
http://rulebook.sgx.com/en/display/displ...34&print=1 )

At 90% level, => non-accepting shareholders could still exit under section 215(3) of Companies Act for Singapore incorporated target companies.

Delisting from SGX could occur in two ways : Compulsory Delisting or Voluntary Delisting – in both cases, SGX listing rules required that a reasonable alternative “Exit Offer” be offered to shareholders of the companies. (This applies to all listed companies regardless of place of domicile)

Usually, exit offer price under section 215(3) = Exit offer under delisting = takeover offer price..

Hence, for non-Singapore incorporate companies, the “exit-offer” is provided under the “delisting process”

http://www.singaporelawwatch.com/slw/att...%20SGX.pdf

Companies Act covers both private and listed companies incorporated in Singapore.
SGX Listing rules cover all SGX listed companies – including non-Singapore incorporated companies.

Hence, IMO, under scenario 2, the “exit offer” is always there, even for non-Singapore incorporated companies. But for KepLand, the exit offer price is 4.38 and not 4.60..................

[Layman A]

Thanks Boon,

All these scenerio 1,2,3 make the whole episode ultra confusing, isn't it ?

So,

Accept offer
= $4.60 if Compulsory Acquisition Threshold is hit ( >95% as in scenario 1 )
=$4.38 all other scenarios ( <95% of acceptance )

Reject Offer
= $4.60 if Compulsory Acquisition Threshold is hit ( >95% as in scenario 1 )
= $4.38 if under scenerio 2 ( >90% but <95% )
= Keep you share ( <90% )

Sell in open market
= $4.54 or $4.55 ( valid as of 3-Mar-2015 )

Am I correct ?
Feel free to correct me if I am wrong.

[grubb]

Thanks Boon,

All these scenerio 1,2,3 make the whole episode ultra confusing, isn't it ?

So,

Accept offer
= $4.60 if Compulsory Acquisition Threshold is hit ( >95% as in scenario 1 )
=$4.38 all other scenarios ( <95% of acceptance )

Reject Offer
= $4.60 if Compulsory Acquisition Threshold is hit ( >95% as in scenario 1 )
= $4.38 if under scenerio 2 ( >90% but <95% )
= Keep you share ( <90% )

Sell in open market
= $4.54 or $4.55 ( valid as of 3-Mar-2015 )

Am I correct ?
Feel free to correct me if I am wrong.

Reading the offer document again, Boon and Layman A are right. It seems that $4.60 is based on reaching the compulsory acquisition threshold, i.e. 95% and NOT 90%. I had assumed that even if 215(3) was triggered it would also be at $4.60. Everybody buying at market price right now better be telling each other to tender their shares if they don't want to lose money.

[Layman A]

Hi Guys,
Thank you so much for helping me work out the scenarios of the Keppel Land take over offer.
It give me a better picture, and would definitely be helpful in deciding what step to take in my Keppel Land shares.

During the discussion if I have unknowingly rude to anyone, I would like to express my sincere apology.

Thanks again guys.

[Boon]

Thanks Boon,

All these scenerio 1,2,3 make the whole episode ultra confusing, isn't it ?

So,

Accept offer
= $4.60 if Compulsory Acquisition Threshold is hit ( >95% as in scenario 1 )
=$4.38 all other scenarios ( <95% of acceptance )

Reject Offer
= $4.60 if Compulsory Acquisition Threshold is hit ( >95% as in scenario 1 )
= $4.38 if under scenerio 2 ( >90% but <95% )
= Keep you share ( <90% )

Sell in open market
= $4.54 or $4.55 ( valid as of 3-Mar-2015 )

Am I correct ?
Feel free to correct me if I am wrong.

Reading the offer document again, Boon and Layman A are right. It seems that $4.60 is based on reaching the compulsory acquisition threshold, i.e. 95% and NOT 90%. I had assumed that even if 215(3) was triggered it would also be at $4.60. Everybody buying at market price right now better be telling each other to tender their shares if they don't want to lose money.

The cut-off-date, in determining if the Compulsory Acquisition Threshold (CAT) has been reached, does not seem clear to me ………. it could not be indefinitely.................

At close of the offer, if CAT has been reached – the higher offer price of 4.60 applies – no ambiguity there.

At close of the offer - if acceptance level is more than 90% but less than 95.5% (scenario 2) - “exit offer” to dissenting shareholders under section 215(3) of the Companies Act and “exit offer” under SGX delisting rules would be triggered – logically, the more appropriate cut-off-date in determining if the CAT is reached under such circumstances would be at close of the “exit offer”.

If at close of the “exit-offer”, CAT has been reached - 4.60 applies – otherwise 4.38 applies

I could be wrong but these make more sense to me.

[grubb]

Announced 6 Mar.

the Offeror and parties acting in concert with the Offeror owned, controlled, have
acquired or agreed to acquire an aggregate of 1,051,991,250 3 Shares,
representing approximately:

(i) 68.0 per cent. of the total number of issued Shares as at the date of this
Announcement; and
(ii) 64.8 per cent. of the maximum potential issued share capital of the
Company as at the date of this Announcement.

======
http://www.ocbcresearch.com/Article.aspx...4800_58335

OCBC Research has put out an article which has some factual errors. Their CAT is wrong, and they did not discuss the ambiguity of the language if it is >90% and <95%. I also don't know how they got their probability that the delisting will be successful. It seems to me that analysts have started writing their articles while assuming that the delisting is already a done deal, which is clearly not the case.