Fraser & Neave (F & N)

[CityFarmer]

in the scenario of 2.3), TCC can start to buy in the open market rather than lose anything. If I am not wrong, though TCC is legally barred from tender for another year, it is not barred from buying from the open market before reaching 50%.

so even in the case of 2.3), TCC is not losing anything big. for 9 - 9.5, if TCC wants to buy, they can still buy.

the chance of OUE is very slim without a huge premium to get >50% control. will OUE go all out for a not-so-sure buyout.

Buying from market is not legally possible at this point if I m not mistaken

If i am not wrong, after WCY did a mandatory offer to UIC in 2009 and the offer lapsed, WCY did on market purchase.

maybe you can point which rule disallows on market purchase after a mandatory offer.

I refer to 2007 version of takeover code (there is newer version but i do not have it, i assume no diff for this point)

Refer to section 33 which stated restriction following an offer

Delay before subsequent offer
(a) Except with the Council’s consent, where any offer other than a partial offer (see Rule 16.7) has been announced or posted but has not become or been declared unconditional in all respects and has been withdrawn or has lapsed, neither the offeror, any persons who acted in concert with it in the course of the original offer nor any person who is subsequently acting in concert with any of them may within 12 months from the date on which such offer is withdrawn or lapses:-
(i) announce an offer or possible offer for the offeree company, or
(ii) acquire any voting rights of the offeree company if the offeror or persons acting in concert with it would thereby become obliged under Rule 14 to make an offer

[Thai_VI]

@CityFarmer - thanks alot!

@Freedom - i do not have time to look up the legal code (busy work) but i am sure that TCC faces many legal restrictions especially when their related holdings in F & N are over 30%. The government has got the back of minority shareholders

in the scenario of 2.3), TCC can start to buy in the open market rather than lose anything. If I am not wrong, though TCC is legally barred from tender for another year, it is not barred from buying from the open market before reaching 50%.

so even in the case of 2.3), TCC is not losing anything big. for 9 - 9.5, if TCC wants to buy, they can still buy.

the chance of OUE is very slim without a huge premium to get >50% control. will OUE go all out for a not-so-sure buyout.

Buying from market is not legally possible at this point if I m not mistaken

If i am not wrong, after WCY did a mandatory offer to UIC in 2009 and the offer lapsed, WCY did on market purchase.

maybe you can point which rule disallows on market purchase after a mandatory offer.

I refer to 2007 version of takeover code (there is newer version but i do not have it, i assume no diff for this point)

Refer to section 33 which stated restriction following an offer

Delay before subsequent offer
(a) Except with the Council’s consent, where any offer other than a partial offer (see Rule 16.7) has been announced or posted but has not become or been declared unconditional in all respects and has been withdrawn or has lapsed, neither the offeror, any persons who acted in concert with it in the course of the original offer nor any person who is subsequently acting in concert with any of them may within 12 months from the date on which such offer is withdrawn or lapses:-
(i) announce an offer or possible offer for the offeree company, or
(ii) acquire any voting rights of the offeree company if the offeror or persons acting in concert with it would thereby become obliged under Rule 14 to make an offer

[freedom]

in the scenario of 2.3), TCC can start to buy in the open market rather than lose anything. If I am not wrong, though TCC is legally barred from tender for another year, it is not barred from buying from the open market before reaching 50%.

so even in the case of 2.3), TCC is not losing anything big. for 9 - 9.5, if TCC wants to buy, they can still buy.

the chance of OUE is very slim without a huge premium to get >50% control. will OUE go all out for a not-so-sure buyout.

Buying from market is not legally possible at this point if I m not mistaken

If i am not wrong, after WCY did a mandatory offer to UIC in 2009 and the offer lapsed, WCY did on market purchase.

maybe you can point which rule disallows on market purchase after a mandatory offer.

I refer to 2007 version of takeover code (there is newer version but i do not have it, i assume no diff for this point)

Refer to section 33 which stated restriction following an offer

Delay before subsequent offer
(a) Except with the Council’s consent, where any offer other than a partial offer (see Rule 16.7) has been announced or posted but has not become or been declared unconditional in all respects and has been withdrawn or has lapsed, neither the offeror, any persons who acted in concert with it in the course of the original offer nor any person who is subsequently acting in concert with any of them may within 12 months from the date on which such offer is withdrawn or lapses:-
(i) announce an offer or possible offer for the offeree company, or
(ii) acquire any voting rights of the offeree company if the offeror or persons acting in concert with it would thereby become obliged under Rule 14 to make an offer

the rule does not forbid on market purchase before reaching another offer-making condition in this case reaching 50%. so I stand correct.

[CityFarmer]

in the scenario of 2.3), TCC can start to buy in the open market rather than lose anything. If I am not wrong, though TCC is legally barred from tender for another year, it is not barred from buying from the open market before reaching 50%.

so even in the case of 2.3), TCC is not losing anything big. for 9 - 9.5, if TCC wants to buy, they can still buy.

the chance of OUE is very slim without a huge premium to get >50% control. will OUE go all out for a not-so-sure buyout.

Buying from market is not legally possible at this point if I m not mistaken

If i am not wrong, after WCY did a mandatory offer to UIC in 2009 and the offer lapsed, WCY did on market purchase.

maybe you can point which rule disallows on market purchase after a mandatory offer.

I refer to 2007 version of takeover code (there is newer version but i do not have it, i assume no diff for this point)

Refer to section 33 which stated restriction following an offer

Delay before subsequent offer
(a) Except with the Council’s consent, where any offer other than a partial offer (see Rule 16.7) has been announced or posted but has not become or been declared unconditional in all respects and has been withdrawn or has lapsed, neither the offeror, any persons who acted in concert with it in the course of the original offer nor any person who is subsequently acting in concert with any of them may within 12 months from the date on which such offer is withdrawn or lapses:-
(i) announce an offer or possible offer for the offeree company, or
(ii) acquire any voting rights of the offeree company if the offeror or persons acting in concert with it would thereby become obliged under Rule 14 to make an offer

the rule does not forbid on market purchase before reaching another offer-making condition in this case reaching 50%. so I stand correct.

If the offer has lapsed, due to whatever reason(s), since TCC's obligation under Rule 14 with its >30% holding, TCC is restricted to purchase from open market (acquire any voting rights) within 12 months.

[freedom]

Buying from market is not legally possible at this point if I m not mistaken

If i am not wrong, after WCY did a mandatory offer to UIC in 2009 and the offer lapsed, WCY did on market purchase.

maybe you can point which rule disallows on market purchase after a mandatory offer.

I refer to 2007 version of takeover code (there is newer version but i do not have it, i assume no diff for this point)

Refer to section 33 which stated restriction following an offer

Delay before subsequent offer
(a) Except with the Council’s consent, where any offer other than a partial offer (see Rule 16.7) has been announced or posted but has not become or been declared unconditional in all respects and has been withdrawn or has lapsed, neither the offeror, any persons who acted in concert with it in the course of the original offer nor any person who is subsequently acting in concert with any of them may within 12 months from the date on which such offer is withdrawn or lapses:-
(i) announce an offer or possible offer for the offeree company, or
(ii) acquire any voting rights of the offeree company if the offeror or persons acting in concert with it would thereby become obliged under Rule 14 to make an offer

the rule does not forbid on market purchase before reaching another offer-making condition in this case reaching 50%. so I stand correct.

If the offer has lapsed, due to whatever reason(s), since TCC's obligation under Rule 14 with its >30% holding, TCC is restricted to purchase from open market (acquire any voting rights) within 12 months.

would thereby become obliged under Rule 14 to make an offer

please understand what is the condition to be obliged to make an offer(please correct me if I am wrong).

from <30% -> > 30%, not applied in TCC case as they already cross 30%.

between 30% - 50%, 1% increase within a period(one month? can't remember exactly), possible for TCC.

from 30% - <50% to > 50%. possible for TCC, but unlikely.

so as long as TCC does not acquire 1% within a month and don't cross 50%, it can acquire F&N share in open market.

of course 1% might not be a lot, but F&N is never liquid any way.

[Thai_VI]

@cityfarmer - Thank you very much for your legal opinion. I agree with your view.

Buying from market is not legally possible at this point if I m not mistaken

If i am not wrong, after WCY did a mandatory offer to UIC in 2009 and the offer lapsed, WCY did on market purchase.

maybe you can point which rule disallows on market purchase after a mandatory offer.

I refer to 2007 version of takeover code (there is newer version but i do not have it, i assume no diff for this point)

Refer to section 33 which stated restriction following an offer

Delay before subsequent offer
(a) Except with the Council’s consent, where any offer other than a partial offer (see Rule 16.7) has been announced or posted but has not become or been declared unconditional in all respects and has been withdrawn or has lapsed, neither the offeror, any persons who acted in concert with it in the course of the original offer nor any person who is subsequently acting in concert with any of them may within 12 months from the date on which such offer is withdrawn or lapses:-
(i) announce an offer or possible offer for the offeree company, or
(ii) acquire any voting rights of the offeree company if the offeror or persons acting in concert with it would thereby become obliged under Rule 14 to make an offer

the rule does not forbid on market purchase before reaching another offer-making condition in this case reaching 50%. so I stand correct.

If the offer has lapsed, due to whatever reason(s), since TCC's obligation under Rule 14 with its >30% holding, TCC is restricted to purchase from open market (acquire any voting rights) within 12 months.

[CityFarmer]

I refer to Rule 14 in the takeover manual. I assume you refer to clause (b). Either one of the clause met, the mandatory offer is triggered

There is a high opportunity cost to make an offer and lapse. This is one of the protection for minority shareholder

When mandatory offers are triggered
Except with the Council’s consent, where:-
(a) any person acquires whether by a series of transactions over a period of time or not, shares which (taken together with shares held or acquired by persons acting in concert with him) carry 30% or more of the voting rights of a company; or
(b) any person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights and such person, or any person acting in concert with him, acquires in any period of 6 months additional shares carrying more than 1% of the voting rights

[freedom]

my fault, it is 6 months, not 1 month. if I am not wrong, clause (a) only apply if current shareholding below 30%.

but that does not deprive the opportunity for TCC to acquire F&N shares in the open market.

of course, 6 month for 1% is not a lot for TCC. The liquidity of F&N sure can meet that easily.

but if the rest of shareholders are aware of such condition, will they surrender their shares easily by not a huge premium? if OUE only offers 9 - 9.5, I doubt that OUE can collect more than 30%.

[gwMoat]

my fault, it is 6 months, not 1 month. if I am not wrong, clause (a) only apply if current shareholding below 30%.

but that does not deprive the opportunity for TCC to acquire F&N shares in the open market.

of course, 6 month for 1% is not a lot for TCC. The liquidity of F&N sure can meet that easily.

but if the rest of shareholders are aware of such condition, will they surrender their shares easily by not a huge premium? if OUE only offers 9 - 9.5, I doubt that OUE can collect more than 30%.

Exactly why the initial offer is the "sweet spot", unless TCC let it lapse.

Stay tuned..

[Thai_VI]

my fault, it is 6 months, not 1 month. if I am not wrong, clause (a) only apply if current shareholding below 30%.

but that does not deprive the opportunity for TCC to acquire F&N shares in the open market.

of course, 6 month for 1% is not a lot for TCC. The liquidity of F&N sure can meet that easily.

but if the rest of shareholders are aware of such condition, will they surrender their shares easily by not a huge premium? if OUE only offers 9 - 9.5, I doubt that OUE can collect more than 30%.

I doubt that the rest of shareholders are as aware of M&A legal code as we do. This is time of the brave ones to collect shares at current prices. 2-3% downside Vs 10-20% upside