CapitaMalls Asia

[Temperament]

http://infopub.sgx.com/FileOpen/Pamphlet...eID=296825
With Reference to the above, page 4, article No. 6 -Compulsory Acquisition
If this term still applicable, what's the problem of holding out?
Unless you need the money for something?

And article 7- Unconditional - if it happens, we can do nothing about it.
Why worry about holding out?

Both applicable but what if at the end of the offer, CL is holding onto for example, 92% of total shares. Then those who did not accept would end up holding delisted CMA shares since CL would not have the right to compulsory acquire the remaining 8% (since acceptance is less than 90%)

When the offer becomes Unconditional, can we then accept the offer or not?

[smallcaps]

http://infopub.sgx.com/FileOpen/Pamphlet...eID=296825
With Reference to the above, page 4, article No. 6 -Compulsory Acquisition
If this term still applicable, what's the problem of holding out?
Unless you need the money for something?

And article 7- Unconditional - if it happens, we can do nothing about it.
Why worry about holding out?

Both applicable but what if at the end of the offer, CL is holding onto for example, 92% of total shares. Then those who did not accept would end up holding delisted CMA shares since CL would not have the right to compulsory acquire the remaining 8% (since acceptance is less than 90%)

When the offer becomes Unconditional, can we then accept the offer or not?

Yep. Normally it gets extended anyway, plus still have the 'no revision of offer' tactic to get more to sell/accept.

[ghchua]

Even after the offer closes, if the Offeror and related parties holds 90% or more of the total number of issued shares as at Closing Date, you have the right under Section 215(3) of the Companies Act to require the Offeror to acquire your shares. I believe you can exercise this right within 3 months after the offer closes. If you don't exercise your right, I believe SGX will also suspend CMA due to not enough public float. And since the Offeror wants to delist CMA, they will have to give a delisting exit offer even if they cannot compulsory acquire all the outstanding shares out there. So, you have plenty of chances to exit CMA before it finally becomes an unlisted company.

So, it is still early days yet considering the fact that the offer have not even turn unconditional. You will not get any money by tendering early since the offer haven't turn unconditional yet.

[MINX]

Even after the offer closes, if the Offeror and related parties holds 90% or more of the total number of issued shares as at Closing Date, you have the right under Section 215(3) of the Companies Act to require the Offeror to acquire your shares. I believe you can exercise this right within 3 months after the offer closes. If you don't exercise your right, I believe SGX will also suspend CMA due to not enough public float. And since the Offeror wants to delist CMA, they will have to give a delisting exit offer even if they cannot compulsory acquire all the outstanding shares out there. So, you have plenty of chances to exit CMA before it finally becomes an unlisted company.

So, it is still early days yet considering the fact that the offer have not even turn unconditional. You will not get any money by tendering early since the offer haven't turn unconditional yet.

Hold on to your CMA shares for a more compelling offer, anything above $2.50 to $2.60, my 2 cts worth

[smallcaps]

Even after the offer closes, if the Offeror and related parties holds 90% or more of the total number of issued shares as at Closing Date, you have the right under Section 215(3) of the Companies Act to require the Offeror to acquire your shares. I believe you can exercise this right within 3 months after the offer closes. If you don't exercise your right, I believe SGX will also suspend CMA due to not enough public float. And since the Offeror wants to delist CMA, they will have to give a delisting exit offer even if they cannot compulsory acquire all the outstanding shares out there. So, you have plenty of chances to exit CMA before it finally becomes an unlisted company.

So, it is still early days yet considering the fact that the offer have not even turn unconditional. You will not get any money by tendering early since the offer haven't turn unconditional yet.

Hold on to your CMA shares for a more compelling offer, anything above $2.50 to $2.60, my 2 cts worth

Yep, let's focus on what CL wrote under Rationale for Offer:
With so many important benefits to CL, shouldn't CL be prepared to pay more for CMA if there is enough resistance?

Fully integrating CMA significantly enhances CapitaLand’s competitive strengths in integrated developments
The ‘One CapitaLand’ strategy seeks to harness the key strengths of its various business units to create differentiated real estate projects and enhance overall project returns. The development of integrated projects is core to CapitaLand Group’s business strategy, as evidenced by its many highly successful integrated projects such as its Raffles City projects in Singapore and China. The individual components of an integrated development complement one another to increase the overall attractiveness of the project. For example, the pre-sales of residential units help fund development costs and improve project cash flows whilst mall connectivity enhances the appeal to commercial tenants and serviced residence customers. Malls in integrated developments are likely to enjoy higher foot traffic and a captive catchment from integrated offices and serviced residences. CapitaLand’s integrated developments are typically situated within close proximity to a major transportation hub, providing incremental foot traffic.

Delisting CMA enables greater alignment between CapitaLand and CMA’s business strategies by focusing resources on highest overall project returns. This strategy is expected to confer benefits including improving sourcing of opportunities, streamlining of operations and greater resource accessibility and mobility across strategic business units. CapitaLand will continue to grow its shopping mall business.

Simplify CapitaLand Group’s organisational structure
The Offer reinforces CapitaLand’s strategy to streamline the CapitaLand Group’s organisational structure as the delisting of CMA removes one “listed developer” layer. CapitaLand Group will benefit from a clearer structure – with a single listed developer integrated across all asset classes, and five key listed real estate investment trusts (“REITs”)5 for capital recycling. This provides investors with a clear investment proposition as the CapitaLand Group will have a good balance between recurring income from REITs and investment properties, and development income from its development activities. Reduced organisational complexity would also provide sharper focus for CapitaLand Group’s operations and enhance competitiveness.

Increase CapitaLand’s financial flexibility and scale
By delisting CMA, CapitaLand will have more flexibility to access and allocate capital across all of its strategic business units, enabling the CapitaLand Group to direct its resources across asset classes in a manner that best enhances shareholder returns. This is a significant competitive advantage for CapitaLand, given the large capital outlays required for integrated developments.
Increasing CapitaLand’s ownership of CMA also expands CapitaLand Group’s scale. Its total assets6 increase by 13.4% on the basis of its effective share in its subsidiaries’ assets as at 31 December 2013 on a pro forma basis. Furthermore, Singapore and China will continue to remain as CapitaLand Group’s core markets, constituting more than 80% of its effective share of total assets6 on a pro forma basis.
The combination of increased financial flexibility and scale allows CapitaLand Group to better pursue business opportunities in its core markets.

Unlock shareholder value and achieve synergies
The transaction is expected to be immediately accretive for CapitaLand shareholders7. Based on the Offer terms, a full privatisation of CMA would raise the earnings per share of CapitaLand Group for FY2013 by approximately 21.5% and improve the return on equity of CapitaLand Group as at 31 December 2013 from 5.4% to approximately 6.7% on a pro forma basis.

As a listed entity, CMA has to incur listing, compliance and other related costs. If delisted, these costs would be saved and additional cost efficiencies would result from greater flexibility of mobilising services and resources among CapitaLand Group’s other unlisted strategic business units. Post-integration, CMA will have the flexibility to leverage on the capital base of CapitaLand Group to optimise its funding costs and capitalise on growth opportunities.

[opmi]

Below 3 issues has nothing to do with CMA minority shareholders. They
are CAPL's own issues that dont add value to CMA minority shareholders in the context of this Offer.

Fully integrating CMA significantly enhances CapitaLand’s competitive strengths in integrated developments

Simplify CapitaLand Group’s organisational structure

Increase CapitaLand’s financial flexibility and scale

CMA Board/Mgt is duty-bound to the CMA to do the below for ALL
shareholders, not just for CAPL.

Unlock shareholder value and achieve synergies

Generally, rationale given by the offerors for takeovers are a bunch of self-serving BS.

[lonewolf]

Below 3 issues has nothing to do with CMA minority shareholders. They are CAPL's own issues that dont add value to CMA minority shareholders in the context of this Offer.

Agree. But what if if you are shareholders of both CAPL and CMA?

How should you view the proposed CMA's delisting? Its good for CAPL but not so for CMA shareholders.

Kinda of reminds me of what happened when SATS bought over SFI. Being a shareholder of both companies, I was a little torn between both decision. The takeover was good for SATS but not necessarily good for SFI.

[opmi]

Below 3 issues has nothing to do with CMA minority shareholders. They are CAPL's own issues that dont add value to CMA minority shareholders in the context of this Offer.

Agree. But what if if you are shareholders of both CAPL and CMA?

How should you view the proposed CMA's delisting? Its good for CAPL but not so for CMA shareholders.

Kinda of reminds me of what happened when SATS bought over SFI. Being a shareholder of both companies, I was a little torn between both decision. The takeover was good for SATS but not necessarily good for SFI.

Many incidents of double vested interests - Botak Wee privatisations, SMBU-EDMI, Hiap Hoe-SB.

In the context of CMA privatisation, the CMA Board has duty to work for the best interests of CMA and all its shareholders. Not just CAPL. Esp when the CAPL and CMA
are misaligned. In a privatisation offer scenario, majority and minority shAreholders
are misaligned esp when there is possibility of minority shareholders being squeezed out by S215 CA compulsory acq. As I said before, IFA and IDs should not be anchored
to 'accept or reject' recommendations. The third alternative is doing nothing and the whole Board can continue to run the company for the benefit for ALL shareholders. E.g. K1, sembMarine etc.

[egghead]

The offer for HPL has been increased to $4.00. Will it happen to CMA also?

[opmi]

The offer for HPL has been increased to $4.00. Will it happen to CMA also?

Can. If minority shareholders continue do nothing and 'Bo hew' CAPL Offer.