CapitaMalls Asia

[intellect]

hi lonewolf,

if you do become a dissenting shareholder in a delisted company, the main issue is that you will not be able to sell your shares easily right?

Yes of cos.

Dissenting shareholders will be forced to sale, if the compulsory acquisition triggered.

Lonewolf, I recall you also caught in ITG GO, right? You have already experienced as dissenting shareholder then, right?

(not vested)

I doubt CapLand will reach the compulsory acquisition level. They need to reach 96.5% for that to happen or another 304,592,581
share more.

I accepted ITG when it went over 90%. In any case, I wasn't totally happy with the Goh brothers management so I was happy to just move on.

In the case of CMA, I'm just toying with the idea of being a dissenting shareholder for the experience. But common sense will probably prevail in the end and I'll probably accept if 90% is reached.

Anyway they don't allow you to be dissenting shareholder as they will compulsory acquire your shares if 90% is reached.

Extract from the Offer document:
Compulsory Acquisition

Pursuant to Section 215(1) of the Companies Act, in the event that the Offeror receives valid
acceptances of the Offer or acquires such number of Offer Shares during the Offer period
otherwise than through valid acceptances of the Offer in respect of not less than 90% of the total
number of Shares in issue as at the close of the Offer (other than those already held by the
Offeror, its related corporations or their respective nominees as at the date of the Offer), the
Offeror would be entitled to exercise the right to compulsorily acquire all the Offer Shares of the
Shareholders who have not accepted the Offer as at the close of the Offer (“Dissenting
Shareholders”).

As stated in the Offer Document, the Offeror, when entitled, intends to exercise its right of
compulsory acquisition under Section 215(1) of the Companies Act and thereafter proceed
to delist CMA from the SGX-ST.

[investor2014]

the Offeror and its Concert Parties owned, controlled or have agreed to acquire an
aggregate of 3,503,303,817 Shares6
, representing approximately 89.9% of the issued
share capital of CMA.

[CityFarmer]

Anyway they don't allow you to be dissenting shareholder as they will compulsory acquire your shares if 90% is reached.

Extract from the Offer document:
Compulsory Acquisition

Pursuant to Section 215(1) of the Companies Act, in the event that the Offeror receives valid
acceptances of the Offer or acquires such number of Offer Shares during the Offer period
otherwise than through valid acceptances of the Offer in respect of not less than 90% of the total
number of Shares in issue as at the close of the Offer (other than those already held by the
Offeror, its related corporations or their respective nominees as at the date of the Offer), the
Offeror would be entitled to exercise the right to compulsorily acquire all the Offer Shares of the
Shareholders who have not accepted the Offer as at the close of the Offer (“Dissenting
Shareholders”).

As stated in the Offer Document, the Offeror, when entitled, intends to exercise its right of
compulsory acquisition under Section 215(1) of the Companies Act and thereafter proceed
to delist CMA from the SGX-ST.

You missed those words in "()", which states "other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer"

In other words, the "90%" is on the outstanding shares, thus the hurdle is always more than 90% of total share issued.

I hope I didn't confuse you further.

[lonewolf]

Yeah. People always confused the two. And its easy to confuse the 2 because both has a 90% trigger pt but both of cos refer to 2 different figures.

I actually thought it was not necessary to chew on the numbers in this forum because I expect most to be enlightened on the difference.

Nevertheless, I guess it does not hurt; so maybe I shall let the numbers tell the story of the difference between delisting and compulsorily acquisition.

[a] Total CMA Shares = 3,897,695,302

[b] 90% level for delisting = 3,507,925,772

[c] What CL had before launch of offer = 2,544,020,000 (65.3%)

[d] What CL need to delist CMA = 963,905,772 ([b]-[c]) (24.7%)

[e] Remaining Shares not owned by CL = 1,353,675,302 ([a]-[c]) (34.7%)

[f] 90% level required for compulsory acquisition = 1,218,307,772 (90% of [e] or 31.3% of [a])

[g] What CL need for compulsory acquisition = 3,762,327,772 ([c] + [f] or 96.5% of [a] )

So based on 03 Jun disclosure, CL need another 4,621,955 to delist but another 259,023,955 to proceed with compulsory acquisition.

I'm not allow to be a dissenting shareholder? I'll say my chances of being on in CMA is pretty high.

[smallcaps]

PUBLISHED JUNE 03, 2014
LETTER TO THE EDITOR
Review rules on takeovers and privatisations
PRINT |EMAIL THIS ARTICLE
MICHAEL Dee has written two very good analyses on the recent takeover offer for CapitaMalls Asia (CMA) by Capitaland (CL): "CMA shareholders should stand their ground against 'fair offer'" in BT of April 22 and "Offer for CMA is still undervalued" in BT of May 29. All his points are very pertinent and can be equally applied to other recent takeover attempts, including that of LCD Global Investments (LCD) by RDL Investments (RDL).
It is the minorities who are greatly impacted by all these takeover attempts, and they have to protect their own interests. They have to let their voices be heard and not leave it to others to speak up for their rights. They should be wary of the advice of the "independent directors" who invariably follow the advice of the "independent financial advisors" (IFA), the independence of which may need to be questioned.
The Securities Investors Association (Singapore) (SIAS), being the watchdog for retail investors, should fight for a higher offer price for them. It should maintain a neutral stand and not advise retail investors to either accept or reject a takeover offer. Besides, SIAS does not hold a financial advisor licence, and is in no position to offer financial advice.
The same "conflict of interest" issue cited by Mr Dee in CL's takeover for CMA also resurfaces in RDL's takeover of LCD, as the two major shareholders of RDL are also majority shareholders of LCD. This is also manifested in other recent takeover attempts of other listed companies

Any buddy knows who wrote this article? Thanks!

[WolfT]

Yeah. People always confused the two. And its easy to confuse the 2 because both has a 90% trigger pt but both of cos refer to 2 different figures.

I actually it was not really necessary to dwell on the numbers in this forum because I expect most to be enlightened on the difference.

Nevertheless, I guess it does not hurt; so maybe I shall let the numbers tell the story of the difference between delisting and compulsorily acquisition.

Total CMA Shares = 3,897,695,302

90% level for delisting = 3,507,925,772

[a]What CL had before launch of offer = 2,544,020,000 (65.3%)

What CL need to delist CMA = 963,905,772 (24.7%)

[b] Remaining Shares not owned by CL = 1,353,675,302 (34.7%)

[c] 90% level required for compulsory acquisition = 1,218,307,772 (90% of [b])

What CL need for compulsory acquisition = 3,762,327,772 ([a] + [c] 96.5%)

So based on 03 Jun disclosure, CL need another 4,621,955 to delist but another 259,023,955 to proceed with compulsory acquisition.

I'm not allow to be a dissenting shareholder? I'll say my chances of being on in CMA is pretty high.

Will a lot of people throw in the towel once Capland reach 90%?
Can Capland issue new shares to dilute shareholding after the 90% then trigger the compulsory acquisition?
Imo, it is the opportunity cost since your money will be heid up unless of course the money is insignificant to your holdings.

(watch with interest but vested in Capland.)

[investor2014]

PUBLISHED JUNE 03, 2014
LETTER TO THE EDITOR
Review rules on takeovers and privatisations
PRINT |EMAIL THIS ARTICLE
MICHAEL Dee has written two very good analyses on the recent takeover offer for CapitaMalls Asia (CMA) by Capitaland (CL): "CMA shareholders should stand their ground against 'fair offer'" in BT of April 22 and "Offer for CMA is still undervalued" in BT of May 29. All his points are very pertinent and can be equally applied to other recent takeover attempts, including that of LCD Global Investments (LCD) by RDL Investments (RDL).
It is the minorities who are greatly impacted by all these takeover attempts, and they have to protect their own interests. They have to let their voices be heard and not leave it to others to speak up for their rights. They should be wary of the advice of the "independent directors" who invariably follow the advice of the "independent financial advisors" (IFA), the independence of which may need to be questioned.
The Securities Investors Association (Singapore) (SIAS), being the watchdog for retail investors, should fight for a higher offer price for them. It should maintain a neutral stand and not advise retail investors to either accept or reject a takeover offer. Besides, SIAS does not hold a financial advisor licence, and is in no position to offer financial advice.
The same "conflict of interest" issue cited by Mr Dee in CL's takeover for CMA also resurfaces in RDL's takeover of LCD, as the two major shareholders of RDL are also majority shareholders of LCD. This is also manifested in other recent takeover attempts of other listed companies

Any buddy knows who wrote this article? Thanks!

i think it was yesterday's BT. if i recall correctly, it was a writer named vincent khoo

[lonewolf]

Will a lot of people throw in the towel once Capland reach 90%?
Can Capland issue new shares to dilute shareholding after the 90% then trigger the compulsory acquisition?
Imo, it is the opportunity cost since your money will be heid up unless of course the money is insignificant to your holdings.

(watch with interest but vested in Capland.)

I think once it hit 90%, there's a high possibility that more people will accept the offer.

I dun think CapLand can issue new shares to trigger compulsory acquisition. I'm not even sure the maths is possible. I know that the Section 215(1) of the Companies Act dun allow it as it says 'in respect of not less than 90% of the total number of Shares in issue as at the close of the Offer (other than those already held by the
Offeror, its related corporations or their respective nominees as at the date of the Offer)'

'at the date of the offer' pretty much implies that those figures I listed are cast in stones. Or maybe I'm wrong in that interpretation?

[CityFarmer]

Will a lot of people throw in the towel once Capland reach 90%?
Can Capland issue new shares to dilute shareholding after the 90% then trigger the compulsory acquisition?
Imo, it is the opportunity cost since your money will be heid up unless of course the money is insignificant to your holdings.

(watch with interest but vested in Capland.)

I think once it hit 90%, there's a high possibility that more people will accept the offer.

I dun think CapLand can issue new shares to trigger compulsory acquisition. I'm not even sure the maths is possible. I know that the Section 215(1) of the Companies Act dun allow it as it says 'in respect of not less than 90% of the total number of Shares in issue as at the close of the Offer (other than those already held by the
Offeror, its related corporations or their respective nominees as at the date of the Offer)'

'at the date of the offer' pretty much implies that those figures I listed are cast in stones. Or maybe I'm wrong in that interpretation?

IIRC, the issuing of new share is restricted during an offer, or need special approval from the council.

[intellect]

Thanks CityFarmer and Lonewolf for the clarification.

Seem like I also going to be 'dissent shareholder'.
Throw away the offer letter previously as I deem the price is too low.