Auric Pacific Group

[specuvestor]

^^Come to think of it, can an unconditional offer be selective in not offering to LCR or Goldstream? I didn't read in detail and thought the technicality is that LCR and Goldstream rejected the offer.

This is very interesting indeed. Wonder if the SIC is aware of this

The Offer does not extend to parties acting in concert or deemed to be acting in concert, rather than part of the conditions, or rejection from LCR and Goldstream.

A norm in GO, but the tricky part, is the Compulsory Acquisition (CA) i.e. LCR/Goldstream shares are not aggregated in SCA Section 215(3) compliance?

Unconditional as I understand it, cannot be conditional on not extending to parties acting in concert. Personally it's the first time I've seen this and not aware it's a norm in GO.

[YMPL]

^^Come to think of it, can an unconditional offer be selective in not offering to LCR or Goldstream? I didn't read in detail and thought the technicality is that LCR and Goldstream rejected the offer.

This is very interesting indeed. Wonder if the SIC is aware of this

The Offer does not extend to parties acting in concert or deemed to be acting in concert, rather than part of the conditions, or rejection from LCR and Goldstream.

A norm in GO, but the tricky part, is the Compulsory Acquisition (CA) i.e. LCR/Goldstream shares are not aggregated in SCA Section 215(3) compliance?

Unconditional as I understand it, cannot be conditional on not extending to parties acting in concert. Personally it's the first time I've seen this and not aware it's a norm in GO.

Auric GO is Voluntary Conditional Cash Offer, with the only condition of >90% holding stake. The offeror might make it unconditional by reducing it to 50% if necessary.

The cover page of any General Offer always has a statement i.e. "to acquire all.... other than those..."

In Auric case, it was
"other than those which are owned, controlled or agreed to be acquired by the Offeror or by parties acting in concert or deemed to be acting in concert with the Offeror in relation to the Offer"

In one of my case study, GMG Global, it was
"other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror"

Nothing new in Auric case, except the "deemed to be acting in concert"? 

[pianist]

^^Come to think of it, can an unconditional offer be selective in not offering to LCR or Goldstream? I didn't read in detail and thought the technicality is that LCR and Goldstream rejected the offer.

This is very interesting indeed. Wonder if the SIC is aware of this

The Offer does not extend to parties acting in concert or deemed to be acting in concert, rather than part of the conditions, or rejection from LCR and Goldstream.

A norm in GO, but the tricky part, is the Compulsory Acquisition (CA) i.e. LCR/Goldstream shares are not aggregated in SCA Section 215(3) compliance?

Unconditional as I understand it, cannot be conditional on not extending to parties acting in concert. Personally it's the first time I've seen this and not aware it's a norm in GO.

Auric GO is Voluntary Conditional Cash Offer, with the only condition of >90% holding stake. The offeror might make it unconditional by reducing it to 50% if necessary.

The cover page of any General Offer always has a statement i.e. "to acquire all.... other than those..."

In Auric case, it was
"other than those which are owned, controlled or agreed to be acquired by the Offeror or by parties acting in concert or deemed to be acting in concert with the Offeror in relation to the Offer"

In one of my case study, GMG Global, it was
"other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror"

Nothing new in Auric case, except the "deemed to be acting in concert"? 

Why U have a case study...u student?

[pianist]

I just bought the new foodjunction discount card and looking forward to continue using it... alas, so fast go announcement...
A little mixed feeling as.... the feeling of patronising something that are vested is always great.

[specuvestor]

^^Come to think of it, can an unconditional offer be selective in not offering to LCR or Goldstream? I didn't read in detail and thought the technicality is that LCR and Goldstream rejected the offer.

This is very interesting indeed. Wonder if the SIC is aware of this

The Offer does not extend to parties acting in concert or deemed to be acting in concert, rather than part of the conditions, or rejection from LCR and Goldstream.

A norm in GO, but the tricky part, is the Compulsory Acquisition (CA) i.e. LCR/Goldstream shares are not aggregated in SCA Section 215(3) compliance?

Unconditional as I understand it, cannot be conditional on not extending to parties acting in concert. Personally it's the first time I've seen this and not aware it's a norm in GO.

Auric GO is Voluntary Conditional Cash Offer, with the only condition of >90% holding stake. The offeror might make it unconditional by reducing it to 50% if necessary.

The cover page of any General Offer always has a statement i.e. "to acquire all.... other than those..."

In Auric case, it was
"other than those which are owned, controlled or agreed to be acquired by the Offeror or by parties acting in concert or deemed to be acting in concert with the Offeror in relation to the Offer"

In one of my case study, GMG Global, it was
"other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror"

Nothing new in Auric case, except the "deemed to be acting in concert"? 

The condition is that at end of offer it will control >90% voting rights, with the option of reducing this conditional threshold to >50%. If it doesn't satisfy the condition, the voluntary conditional GO can be nullified

These are cases of conditional GO not extending to those concerted parties, which is valid. I'm referring that when it goes unconditional, I'm skeptical how can LCR and Goldstream be specifically excluded towards the 90% held or controlled, so that Compulsory Acquisition (CA) will not be triggered. CA is part of the Companies Act.

[YMPL]

The condition is that at end of offer it will control >90% voting rights, with the option of reducing this conditional threshold to >50%. If it doesn't satisfy the condition, the voluntary conditional GO can be nullified

These are cases of conditional GO not extending to those concerted parties, which is valid. I'm referring that when it goes unconditional, I'm skeptical how can LCR and Goldstream be specifically excluded towards the 90% held or controlled, so that Compulsory Acquisition (CA) will not be triggered. CA is part of the Companies Act.

I share the same understanding. Reducing the condition to >50% will immediately turn the offer unconditional since holdings by the parties acting in concert are already more than that, IMHO

I share the same skepticism. Base on readings, the argument is the Silver Creek Capital is not "related" to LCR and Goldstream. I am still making sense of the argument. 

The uniqueness of the setup seems is a new entity by the individuals, rather than "related" holding companies. What do you think?

[specuvestor]

See the IHC Unconditional GO (Mandatory)

"the Offeror together with parties acting in concert with it will hold an aggregate of 955,674,037 Shares, representing approximately 57.60% of all the Shares in the capital of the Company"
http://infopub.sgx.com/FileOpen/MGO%20An...eID=439459

Parties acting in concert I think is a common law issue, not a simple legal entity issue. It doesn't matter if your illegal mistress owns a separate company holding the shares; it is likely the court will deem the mistress as acting in concert.

[YMPL]

See the IHC Unconditional GO (Mandatory)

"the  Offeror together  with  parties  acting  in  concert  with  it  will  hold  an aggregate of 955,674,037 Shares, representing approximately 57.60% of all the Shares in the capital of the Company"
http://infopub.sgx.com/FileOpen/MGO%20An...eID=439459

Parties acting in concert I think is a common law issue, not a simple legal entity issue. It doesn't matter if your illegal mistress owns a separate company holding the shares; it is likely the court will deem the mistress as acting in concert.

It seems the Auric GO setup, is not only a surprise to layman investors (like me) but also among the experts.

Thanks for the sharings. Appreciated.

[Madmoney]

anyone wondering
there is no comment by our SIC ?
there is no comment from SIAS ? whose mission are :-

Advocate sustainable and stable stakeholder relationships in the investment community
Safeguard and protect investor rights
Empower investors through education and timely information
Promote fair and transparent corporate governance standards, regulations and practices

[YMPL]

Compulsory Acquisition (CA) in Section 215, is used by the offeror as a mechanism to acquire shares from shareholders who are dead or untraceable. It has a legitimate purpose. Offerors have often misused it for an easier takeover i.e. as loophole

Silver Creek Capital has given up its "right", which seems at its disadvantage, IMHO. I don't know the real agenda, but at least the offeror didn't use the "loophole".

OPMIs has plenty of opportunities to sell their shares to Silver Creek, during the offer, or probably after the offer since an exit offer is necessary to delist upon non-compliance of free float.

(sharing an opinion, comments are welcomed)