Keppel Limited

[Dividend Warrior]

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

Me too.

Watching this M&A unfold is a good learning experience.

[Layman A]

Hi CityFarmer,
I'm not saying I'm key in the acceleration of acceptance.
I'm saying I have made someone realized that they are indeed having a stupid scheme, and hence some correction actions comes in ,
and the take up rate shoot up !

Anyway, whether I will be rewarded with higher offer price, or I'll
be send to IMH for some highly illusive mental disorder like the following link is yet to be seen .
https://www.youtube.com/watch?v=ojmWRWijVfQ

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]

Very comprehensive explaination,thank you.
But the highlighted part, I don't think is correct.
" be entitled and bound to acquire " means they are entitled and compulsary have to acquire the share from the minorites.

In layman term, triggered 95.5% still don't makan ?

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.

[Layman A]

I just realized that uncle specuvestor has posted something that make sense here, which I completely ignored.

Be the films/persons of such servces be called

- a middle man
- a stockists
- a broker
- a proxy
or whatever.

Their job is to buy from the open market and tender the shares to the offeror.
By engaging a middleman, the offeror get to scoop up the shares in the market and avoid violating the takeover code.
This is the corrective actions I am talking about.
Am I in highly illusive mode again ?

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]

Just when I thought that it is GAME OVER for me ...
But, no ,
The game is not over yet !
It is just a mere 0.5% increment today.


13 mar

3.1 Shares
As at 5.00 p.m. on the date of this Announcement:
3.1.1 the Offeror owned, controlled, has acquired or agreed to acquire an aggregate of
1,324,638,424 Shares, representing approximately:
(i) 85.6 per cent. of the total number of issued Shares as at the date of this
Announcement; and
(ii) 81.6 per cent. of the maximum potential issued share capital of the
Company as at the date of this Announcement; and
3.1.2 the Offeror and parties acting in concert with the Offeror owned, controlled, have
acquired or agreed to acquire an aggregate of 1,324,733,736 3 Shares,
representing approximately:

[CityFarmer]

I just realized that uncle specuvestor has posted something that make sense here, which I completely ignored.

Be the films/persons of such servces be called

- a middle man
- a stockists
- a broker
- a proxy
or whatever.

Their job is to buy from the open market and tender the shares to the offeror.
By engaging a middleman, the offeror get to scoop up the shares in the market and avoid violating the takeover code.
This is the corrective actions I am talking about.
Am I in highly illusive mode again ?

It is very probably another highly illusive mode.

There is too much incentive for whistle-blower to report the "corrective action". It is also highly unlikely Keppel Corp management or DBS/Credit-Suisse, as a group to do such a stupid action .

FYI, the action isn't a valid avoidance of the Rules, but a direct violation of the Rules.

[ghchua]

Hi Layman A,

I think if you read Section 215(1) carefully, it sounds like this:

"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."

The key word here is "may". Only when the transferee company decides to execute that "may" and gives notice to the dissenting shareholders, then he is "be entitled and bound to acquire" those shares from dissenting shareholders. That is how I interpret it.

[GFG]

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.

Perfect example of why you shouldn't "speculate"
I don't even hold any shares in kep corp or land. (unfortunately)
I am certainly not "from Credit Suisse" either. Whenever I post comments about any companies, I'd indicate a disclaimer if I have any vested interests, as you will be able to find in other posts.
Was just participating in the discussion for the fun of it.

I WAS contemplating an arbitrage situation - buying in at $4.52 and earning the spread ($0.08) within a few weeks, but didn't as the risks/reward ratio was not favourable.
Although I guessed (Correctly too) the offer will be extended and the delisting will succeed, the potential gain was too little to accept the risk involved. Like I mentioned earlier, as a MI, you cant expect to try to "hold out" and win. not without a white knight with deeper pockets.
In any case, your sole reason for not accepting, (offer price is at a discount to NAV), isn't a strong one either as MOST of kep land peers are all at a discount to NAV.
Looks like i'll fail to profit from this, nevertheless it's always good to participate to learn more.

On a separate note, it's interesting to note that the share price held up very strongly even on the last day of the offer, indicating that the market already expects an extension and subsequent delisting.
I find it incredible that so many market participants have the guts to believe this will happen and put their money in.
For SH to sell at $4.55, there must be buyers at that price.
They are certainly not buying to decline the offer, as the level of acceptances has been increasing.

[GFG]

Hi Layman A,

There is no indication from the announcements that the offeror bought shares from the open market. The offeror holds 54.5% of Keppel Land prior to the offer, and 30.6% is through acceptances.

Therefore, we can only conclude that there are indeed many shareholders who accepted the offer, and I suspect they are mostly funds.

There might be some shareholders who accepted the $4.38 offer early, got back the cash within 10 days, bought more Keppel Land shares from the open market at around $4.50++ and then accepted the offer again, got back the cash within 10 days and then buy more Keppel Land shares from the open market at around $4.50++ and then accepted the offer again. You know what I mean.

As long as Keppel Land trades below $4.60, there will be investors buying and then tender the shares to the offeror since they wanted to make an arbritage from this special situation. It is their intention for this offer to be successful so that they can get back $4.60. Otherwise, they will only get $4.38 and they will lose out from purchasing the shares from the open market at around $4.50++.

Ah didn't read this post earlier.
Didn't think of this arbitrage strategy either.
This explains why there are so many buyers at $4.5something.

[GFG]

Hi CityFarmer,
I'm not saying I'm key in the acceleration of acceptance.
I'm saying I have made someone realized that they are indeed having a stupid scheme, and hence some correction actions comes in ,
and the take up rate shoot up !

Anyway, whether I will be rewarded with higher offer price, or I'll
be send to IMH for some highly illusive mental disorder like the following link is yet to be seen .
https://www.youtube.com/watch?v=ojmWRWijVfQ

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

It is highly highly unlikely that your posts (or any one of ours for that matter) have created any "corrective actions" from kep corp management or whoever you are insinuating.
No offence.
But it's kinda ridiculous to even suggest that.