Keppel Limited

[specuvestor]

ghchua is actually also describing in part how certain stockists can also provide certain services. There has to be a purpose for the 4.38/4.60 structure.

Keppel and concerted parties cannot be directly buying in the market else the takover price has to be revised to latest higher purchase price, in accordance to the takeover code.

[Layman A]

One more thing I forget.

I have not point out that someone mentioned that
without Class Action, I have to go to the court to sell my Keppel Land share (put option) !
To be specific , post #244

ghchua is actually also describing in part how certain stockists can also provide certain services. There has to be a purpose for the 4.38/4.60 structure.

Keppel and concerted parties cannot be directly buying in the market else the takover price has to be revised to latest higher purchase price, in accordance to the takeover code.

[ghchua]

The earlier days when the offer was open, there was indeed doubt that the offer might not go through. After the IFA report came out, it might had maybe convince some "investors" that indeed there is a good chance that it will be successful. Anyway, for those who bought Keppel Land shares after the offer was open, they need to tender their shares and wait for 10 days for the money to come back and buy again. Unless they can secure financing (which comes at a cost), they will need sometime to wait for the funds to be available again.

Anyway, the extention of the offer date meant that the offer is likely to succeed. Those arbitrageurs who bought earlier should be able to bank in another 22cts soon. (i.e. $4.60-$4.38)

[CityFarmer]

Buying at $4.54, and then tender for $4.38, and then repeat and repeat ... Wow !
But you could be right, there may be some funds involved.

But, you see, the takeover bid is still lingering at a low possibility 68% last weeks,
and suddenly it shoot up within days after I come here and point out that it's a counter productive scheme.

You see the missing link here ?
Who is in action ?

I have followed quite a number of GO for learning. Most, if not all, the acceptance will accelerate few days before the closing date. Nothing new here.

The speculation of your role in the acceleration of acceptance, is highly illusive, IMO

[Layman A]

So, to recap the whole drama,
I just speculate the role of the characters here for fun.

1. The Bad Guy
He is from Credit Suisse. ( Clue : post #270 )
No nonsense hard pressure tactic from the very first post.
I quote an example of the threatening tactic he used :
" Keppel corp has already indicated that in the event a free float is too low after this exercise, they don't intend to maintain free float to keep it listed.
So existing shareholders could be stuck with a delisted Keppel land with no way to exit anytime soon.

I speculate that this person is GFG.


2. The Good Guy
He is from DBS.
In the beginning I thought he is the good guy that come to my rescue. The facts that he posted was not to my favour but at least he stick to the truth with the proper reference.
Things that he posted like "No increase statement" comes with link that backup his claims.

I speculate that this person is grubb.


3. The Ugly Guy
He is a passerby with no business in this episode.
Instead he get baited in and started to post stupid stuff like
" 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. "

The post that he put in here makes him look like a clown, and is not helpful to the reputations that he has painstakingly build up in this forum.

I speculate that this person is specuvestor .

Lastly,
4. The Fool
Extremely Stupid person who simply refuse to accept the unfair takeover offer .
Instead he choose to fight a war that is impossible to win.
He wants to prove that OPMI can win the war too, BUT he was wrong.

I speculate that this person is me !


So, we have the Good, the Bad , the Ugly, and the Fool in this drama series.

[specuvestor]

Below is my post in entirety.

For one who doesn't even read the offer document, you are quite right to quote yourself a fool cause you don't even know the playground.

Different jurisdiction has different laws. Indonesia for example doesn't even have a minimum free float which is why many "zombie" stocks remain listed

In Kepland case the major shareholder once cross 90% will probably look to delist and indirectly force others to accept. If you are fortunate enough that they don't cross 95.5% threshold for this particular CA, you can remain a private shareholder. You will then know what I mean.

Those VBs who has unlisted stocks in their holdings will know the technicality of what I am talking about. You have not seen enough M&A and still by your post don't understand the whole process, when so many VBs bothered to explain.

This passerby is not interested to spoonfeed you but more to reduce misinformation. I think it's enough for forumers to judge who are the investing juveniles.

I think the technicality is that at 95.5% the offeror 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.

[brattzz]

i am the crowd though.. just a kapoh watching on.. not vested sir..

[Layman A]

For some stubborn fellow who refuse to read the big bold red letter in the previous post, and still insist that they are speaking the truth...
Let me explain in layman term for you uncle to understand.

1. Once offeror triggered 90% of total share, Kep Land gets suspended.
2. Company Act 215(3) come into play.
3. Company Act 215(3) is law, so the offeror ( aka Keppel Corp ) must follow .
4. The offeror has to send the form to the shareholders of Keppel Land for them to surrender their shares.
5. The KepLand shareholders has to sign and mailed back the form if they don't want to get stucked.
6. Simple right ? Who will get stucked ?

The companies act section 215(1) to (3)

Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority
215.—(1) Where a scheme or contract involving the transfer of all of the shares or all of the shares in any particular class in a company (referred to in this section as the transferor company) to another company or corporation (referred to in this section as the transferee company) has, within 4 months after the making of the offer in that behalf by the transferee company, been approved as to the shares or as to each class of shares whose transfer is involved by the holders of not less than 90% of the total number of those shares (excluding treasury shares) or of the shares of that class (other than shares already held at the date of the offer by the transferee company, and excluding any shares in the company held as treasury shares), the transferee company may at any time within 2 months, after the offer has been so approved, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares; and when such a notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given or within 14 days of a statement being supplied to a dissenting shareholder pursuant to subsection (2) (whichever is the later) the Court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms which, under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee company or if the offer contained 2 or more alternative sets of terms upon the terms which were specified in the offer as being applicable to dissenting shareholders.
[15/84; 8/2003; 21/2005]

(2) Where a transferee company has given notice to any dissenting shareholder that it desires to acquire his shares, the dissenting shareholder shall be entitled to require the company by a demand in writing served on that company, within one month from the date on which the notice was given, to supply him with a statement in writing of the names and addresses of all other dissenting shareholders as shown in the register of members, and the transferee company shall not be entitled or bound to acquire the shares of the dissenting shareholders until 14 days after the posting of the statement of such names and addresses to the dissenting shareholder.

(3) Where, in pursuance of any such scheme or contract, shares in a company are transferred to another company or its nominee and those shares together with any other shares in the first-mentioned company held by the transferee company at the date of the transfer comprise or include 90% of the total number of the shares (excluding treasury shares) in the first-mentioned company or of any class of those shares, then —

(a)
the transferee company shall within one month from the date of the transfer (unless on a previous transfer in pursuance of the scheme or contract it has already complied with this requirement) give notice of that fact in the prescribed manner to the holders of the remaining shares or of the remaining shares of that class who have not assented to the scheme or contract;

and (b)
any such holder may within 3 months from the giving of the notice to him require the transferee company to acquire the shares in question,

and where a shareholder gives notice under paragraph (b) with respect to any shares, the transferee company shall be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders were transferred to it, or on such other terms as are agreed or as the Court on the application of either the transferee company or the shareholder thinks fit to order.

[CityFarmer]

I recalled a guy, who speaks like a veteran investor, but not even know PE, let alone free cash flow. He talked like a tycoon, who excel on business deals. He laughed at people doing fundamental analysis, and said company success depends on connections and luck. Well he was right up to certain extent...

We had nice chat. I was happy to talk to him, not for his enlightenment, but the entertainment.

The best way to learn, is to go thru few real cases, together with readings. Piecemeal references to clauses, without a holistic view, may make you a clown. I had made similar mistake, and was an clown before

(sharing experience, and hopeful it helps)

[ghchua]

I think I shall try to make it clearer.

There are 3 sub-sections here and what we are interested in are Section 215(1) and Section 215(3), since the 90% in both sub-sections meant different things.

Section 215(1) - The 90% here essentially means if the Offeror reaches or exceeds 90 per cent. of the total number of issued Shares (excluding treasury shares and other than those already held by the Offeror, its related corporations or their respective nominees as at the Commencement Date) at the close of the offer. This is actually what had been discussed before - i.e. the percentage required for the Offeror to execute compulsorily acquisition. Since the Offeror owns 54.6% of Keppel Land before it makes the offer, it will require 54.6+0.9x45.4=95.5% of the total number of issued Shares to execute compulsorily acquisition. No action is needed on your part if the Offeror execute compulsorily acquisition and you will get your proceeds and your shares will be acquired. Please note that the Offeror has the right under this sub-section but it doesn't mean that he will execute.

Section 215(3) - The 90% here is not the same as the 90% in Section 215(1). The 90% here includes the stake that the Offeror has before it makes the offer. What it means is that if the Offeror at the close of the offer have more than 90% of the total number of issued Shares, dissenting minorities have the right under this sub-section to require the Offeror to acquire their Shares under the same terms. Note that by law, the Offeror just need to send you Form 58. You have the right, but you must execute your right by giving notice. I have actually wrote to the Offeror in one of the previous takeover case and went down to the law firm to sign and execute my right. Otherwise, your right under this sub-section expires in 3 months.

Of course, then you might ask me if the Offeror get more than 90% but less than 95.5% of the total number of issued Shares at the close of the offer, what happens if I don't execute Section 215(3)? Well, then the free float requirement of SGX is not met and the company faced delisting under the listing rules. Note that this has got nothing to do with the Company Act that I have discussed above. SGX listing rules is under the Listing Manual which I shall discussed further.

Rule 724 of the Listing Manual further states that the SGX-ST may allow the Company a period
of three months, or such longer period as the SGX-ST may agree, for the percentage of the total number of issued Shares held by members of the public to be raised to at least 10 per cent., failing which the Company may be delisted from the SGX-ST. But we are still sort of protected here under the Listing Manual because if the Offeror faced delisting due to the free float requirement of SGX is not met, it will have to provide a reasonable exit offer for minorities. Therefore, when we come to this stage, you will still have a chance to exit via this delisting offer. Of course, you must act to accept this delisting offer. Otherwise, I am afraid that you will be holding onto unlisted shares after delisting.

As you can see, there are ample opportunities for one to exit. Minorities are protected under the Company Act and Listing Manual. To summarize, you can exit via:

1. Accept the offer straight to exit, provided it turned unconditional.
2. Wait for compulsory acquisition if the Offeror met and execute Section 215(1).
3. If the Offeror cannot meet/don't wish to execute Section 215(1) but meet Section 215(3), you have the right under Section 215(3) to exit but you must exercise your right.
4. Delisting offer if the Offeror cannot meet SGX free float requirement after the close of the offer

Then you may also ask - What if the Offeror couldn't get more than 90% of the total number of issued Shares at the close of the offer and I didn't accept the offer? Then it will be business as usual and the shares will continue trading at the close of the offer, just like the recent cases of CH Offshore and LCD Global Investment. You may then choose to sell your shares in the open market to exit. There is no guarantee though that the market price will be the same as the offer price.

Hope that the above helps.