Keppel Limited

[Layman A]

The Bad Guy is back !
How about The Good Guy ?

[Layman A]

Based on your definition of " may ", then the offeror is also "may" entiled to exercise the acquisition.
In layman A term, there is a chance that the offeror is not entitiled to the acquisition even if they hit 95.5%. Correct ?

Firstly, someone twist that the minorities may get stucked when outcome is >90% but <95.5%.

Then he proceed to twist that the minorities can get stucked even when 95.5% is hit.

But he forget that there is a lot of holes in his stories.
And he forget that the remaining 15% shareholders are not 3-year-old kid, but
thinking person who have some common sense.

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.

[ghchua]

Hi Layman A,

The offeror is entitled to compulsory acquisition under Section 215(1) if he hits 95.5% and above. But he may choose not to do so. It is not an obligation. That is how I understand Section 215(1) and the text of it had been re-produced. Unless you interpret it differently that "may" is an obligation, then I have no more to say on this.

But even if he choose not to compulsory acquire under Section 215(1) if he hits 95.5% and above, you have the right under Section 215(3) to require the Offeror to acquire your Shares under the same terms, since the Offeror holds more than 90% of the total number of issued shares. Therefore, it is not an issue here as Section 215(3) will give you the right even if the offeror chooses not to execute Section 215(1).

Maybe a lawyer document can explain better than me:
Section 215(1) - Right to buy
Section 215(3) - Right to be bought
http://www.ibanet.org/Document/Default.a...A35677AFF2

[ghchua]

Hi Layman A,

I am a Keppel Corp and Keppel Land shareholder. Therefore, it makes no sense for me to do anything to encourage Keppel Land shareholders to sell their shares.

In fact, if you ask me frankly as a Keppel Land shareholder point of view, the offer is not fair as the offer price is below the RNAV. That is my stand. But I still accepted the offer because there are other options available in the market that is trading below RNAV as well.

Hope that I have cleared my stand here.

[ghchua]

Firstly, someone twist that the minorities may get stucked when outcome is>90% but <95 .5%.

Then he proceed to twist that the minorities can get stucked even when 95.5% is hit.

I wish to say this again and I repeat - You will not get stuck. If the Offeror gets ">90% but <95 .5%" or "more than 95.5%", you have the right under Section 215(3) to request the Offeror to acquire your shares under the same terms as the takeover offer.

I must also add that Keppel Corp had said the following in their letter to Keppel Land shareholders:

"13.3 Compulsory Acquisition
Pursuant to Section 215(1) of the Companies Act, in the event that the Offeror reaches or
exceeds the Compulsory Acquisition Threshold, the Offeror will be entitled to exercise the
right to compulsorily acquire all the Shares of Dissenting Shareholders on the same terms
as those offered under the Offer.
In such event, the Offeror intends to exercise its right to compulsorily acquire all the
Offer Shares not acquired under the Offer. The Offeror will then proceed to delist the
Company from the SGX-ST."

Therefore, as you can see, Keppel Corp intends to exercise its right to compulsorily acquire all the Shares of Dissenting Shareholders on the same terms as those offered under the Offer. So, no issue here.

What I am trying to say all along is that Section 215(1) on its own doesn't mean that the Offeror is bound to compulsorily acquire unless he exercise his right, which in this case Keppel Corp said that they would.

Hope that the above clarifies and sorry for the confusion.

[CityFarmer]

Please focus on issues, rather on persons.

I reckon the "manipulation" accusation of ghchua is unfounded, unless further "proof" presented. Please refrain from making similar post.

I have removed related posts.

Regards
Moderator

[Layman A]

CityFarmer,

Showing that ghchua is indeed a Keppel Corp shareholder is called manipulation ?

[CityFarmer]

CityFarmer,

Showing that ghchua is indeed a Keppel Corp shareholder is called manipulation ?

Showing ghchua is a Keppel Corp shareholder isn't a manipulation. The implicit accusation of misleading, is.

A constructive debate is useful for all buddies, but if the debate starting to move from issue to person, a moderation is required.

Let's move back to Keppel Corp topic.

Regards
Moderator

[Layman A]

My bad for my part on the unsound "suggestion".

But in the first place, why the admin allow people like GFG to post so many highly misleading post , and let it run for so long.

Isn't it double standard down here ?

CityFarmer,

Showing that ghchua is indeed a Keppel Corp shareholder is called manipulation ?

Showing ghchua is a Keppel Corp shareholder isn't a manipulation. The implicit accusation of misleading, is.

A constructive debate is useful for all buddies, but if the debate starting to move from issue to person, a moderation is required.

Let's move back to Keppel Corp topic.

Regards
Moderator

[CityFarmer]

Moderator log:

The last thing we want, is flaming, with name callings. It will waste everyone time, and serve no purpose to VB.

It caught my attention when "Layman A" posted post#295. It is provocative, although it was presented with many , which doesn't seem have soften the post. It might trigger an unnecessary flaming. I reckon there are many better ways to present the same.
http://www.valuebuddies.com/thread-745-p...#pid109129

I give him the benefit of doubt. May be he is just want to make the discussion more lively.

That comes with post #311, to further the provocation.
http://www.valuebuddies.com/thread-745-p...#pid109245

I have removed a post from "Layman A", which implicitly said, ghchua's intentionally mislead others, because he is Keppel Corp's shareholder. It is a direct provocation. A moderator message was posted and the post was removed. Hopefully everyone refocus back to more constructive topic.

It seems now "Layman A" might continue his approach. I will give a formal warning. Further moderation action will be carried out, after discussion within moderator team, if situation persisted.

Thank you.

Regards
Moderator CF