Delong Holdings

[Nuthing03]

The SIC is investigating all the relevant circumstances leading to the withdrawal of the offer for Delong Holdings Limited (the “Company”) by Best Grace Holdings Limited. In particular, whether there has been any breach of Rule 17 of the Singapore Code on Take-overs and Mergers (the “Code”). The investing public and shareholders of the Company are advised to exercise caution when dealing with their shares and to refrain from taking any action in respect of their shares which may be prejudicial to their interests.

2   In the interest of ensuring that the on-going investigation is not compromised, the SIC will not respond to requests for comments. The SIC will issue further statements as and when there is any development of public interest.

http://www.mas.gov.sg/News-and-Publicati...mited.aspx

[weijian]

I wonder if anyone (including the proper authorities) has considered whether Best Decade has an obligation to raise its offer to $7.42 regardless of their reasons for calling off the deal? After all, there might be some investors/traders who bought into the counter post their announcement and as a result, incur a loss at the current share price. Also, it sets a very poor precedence for future takeover offers if an offeror can simply change its mind due to a negligence (which in this case is rather bizarre, given that even small investors know of offer price rules) by itself or its adviser. What will stop future offerors from withdrawing their offers too, giving a similar excuse, if this one gets pass SGX or the SIC?

The higher offer price will only raise Best Decade's takeover outlay by $11.3m (in fact, lower than this amount since Best Decade bought more than 1m shares below $7 prior to the trading halt), about 6% more than the original sum of about $188m, based on the initial offer price of $7. This is a small penalty, but it will go a long way to encourage advisers/offerors to more professional and diligent in future.

In Singapore, there is no class action suit and hence probably nothing much such investors/traders can do, except to wait for SIC/MAS investigation of any potential wrong doings.

Generally, i see that most offers are done on behalf by investment banks (or at least the investment arm of "traditional banks"). This method allows the bank to earn money from the entire ecosystem - advisory portion (offer), brokerage (buying/mopping up the shares on the open market after the offer) and bridging loans (whether as the only banker or the lead banker of the syndicate). Since the advisory, brokerage and the loan departments belong to the same family, it would be easier.

I notice for Delong's case, which is a ~188million transaction, PrimePartners is the offerer, while Deutsche Bank is the banker. Not assigning any blame or indicating any wrong-doing on any parties named here. But i just wonder whether such a structure (ie. difference in Offerer and Banker) would have lead to difficulties to get the deal through?

Initial offer: http://infopub.sgx.com/FileOpen/Best%20G...eID=526443

[lanoitar]

In Singapore, there is no class action suit and hence probably nothing much such investors/traders can do, except to wait for SIC/MAS investigation of any potential wrong doings.

IANAL, but there's Representative Action in Singapore:

Representative action in Singapore is prescribed by Order 15 Rule 12 of the Rules of Court which provides that where numerous persons have the same interest in proceedings, such proceedings may be brought by one of them (the representative claimant), unless the Court orders otherwise.

The diff betw this and Class Action is that the members have to be pre-identified, and a representative appointed. In Class Action, u can proceed with the case for an unknown group of members, as long as membership can be ascertained.

Representative Action is rare in SG, because it's illegal to pay lawyers on a contingency fee basis ie. you cannot pay the lawyer from the funds recovered from winning the case.

[vbReader]

There were 3 married deals amounting to 5.13m shares transacted at $7 yesterday, a substantial number. Yet, there were no announcements on SGX as of now.

[Sumeria]

From BT today:

China steel surges on seasonal demand, iron ore hits record high



China's steel futures on Monday gained more than 3 per cent on a seasonal upturn in demand, lending support to prices for steelmaking raw materials, including iron ore, which extended a record-breaking rally.

The most active construction steel rebar contract on the Shanghai Futures Exchange rose as much as 3.6 per cent to 3,710 yuan (US$552.40) a tonne, its highest since August 22.

Hot rolled coil, used for cars and home appliances, jumped as much as 3.4 per cent to 3,955 yuan a tonne.

"The physical prices of steel have also increased over the last few days, driven by the seasonal demand improvement," said Richard Lu, senior analyst at CRU Group's Beijing office.
China steel demand typically picks up at the end of the winter, with April usually the peak month as industrial and other activity starts back up as temperatures warm.

Demand has also risen as construction activities have picked up, and there is also buying as China is set to roll out more infrastructure projects, Lu said.

With steel mills resuming production to rebuild stocks and fill buy orders, demand for steelmaking ingredients such as iron ore and coking coal has also improved.

The most traded May 2019 iron ore contract on the Dalian Commodity Exchange soared as much as 4.1 per cent to 710.5 yuan a tonne, highest for the Asian benchmark since 2013, when the futures contract was launched.

The iron ore contract gained nearly 10 per cent last week, its best performance since the last week of January, as declining shipments from Brazil and Australia amid higher demand from Chinese steel mills tightened supply.

Iron ore shipments to China from Australia's Port Hedland terminal, the world's biggest iron ore port, fell more than 8 per cent in March from a month earlier, port data released on Friday showed.

[cyclone]

Offer Announcement

For each Offer Share: S$7.00 in cash.

The Offeror does not intend to revise the Offer Price or any other terms of the Offer.

The Offer will be conditional upon the Offeror having received, by the close of the Offer, valid acceptances in respect of 90% of the total number of Offer Shares.

16.5 Premium over Last transacted price per Share on 22 July 2019, being the Latest Trading Date.

More details in https://links.sgx.com/FileOpen/Offer%20A...eID=572107