Fraser & Neave (F & N)

[edragon]

Interesting to make the challenger cough up more than $9.42 (highest today) per share. TCC may be saying: "You want it, pay me at least higher than $9.42 to take it, If not, you gonna loose $50M in fees and I am still the largest shareholder." There is a possibility TCC's kakis is pushing up the price and these shares still belong to the group at a later stage.

[Some-one]

Interesting to make the challenger cough up more than $9.42 (highest today) per share. TCC may be saying: "You want it, pay me at least higher than $9.42 to take it, If not, you gonna loose $50M in fees and I am still the largest shareholder." There is a possibility TCC's kakis is pushing up the price and these shares still belong to the group at a later stage.

According to SGX regulations, TCC cannot buy F&N shares that exceeds its offer price of 8.88. How its kakis push up the price?

[CityFarmer]

TCC is calling OUE & Kirin bluff.

I tent to agree with you.

F&N board wish to pump up the offer price, by offering breaking fee to OUE, with a promise of offer price not less than $9.08. TCC seems not complying and decide to stick with its $8.88 price

The final day rule stated 60 days, but with the existence of competing offer, to seek extension from council should not be an issue.

It will be a game of patience and holding power.

[edragon]

Interesting to make the challenger cough up more than $9.42 (highest today) per share. TCC may be saying: "You want it, pay me at least higher than $9.42 to take it, If not, you gonna loose $50M in fees and I am still the largest shareholder." There is a possibility TCC's kakis is pushing up the price and these shares still belong to the group at a later stage.

According to SGX regulations, TCC cannot buy F&N shares that exceeds its offer price of 8.88. How its kakis push up the price?

For example, TCC cannot buy but I can buy, he just remit the money to my account. I fill up the form and sell to him at 8.88 before the closing date. Above is just an example. Also wondering whether must sell to the higher bidder or not or can choose the lower one. Any comments.

[CityFarmer]

Interesting to make the challenger cough up more than $9.42 (highest today) per share. TCC may be saying: "You want it, pay me at least higher than $9.42 to take it, If not, you gonna loose $50M in fees and I am still the largest shareholder." There is a possibility TCC's kakis is pushing up the price and these shares still belong to the group at a later stage.

According to SGX regulations, TCC cannot buy F&N shares that exceeds its offer price of 8.88. How its kakis push up the price?

For example, TCC cannot buy but I can buy, he just remit the money to my account. I fill up the form and sell to him at 8.88 before the closing date. Above is just an example. Also wondering whether must sell to the higher bidder or not or can choose the lower one. Any comments.

The takeover code will provide all answers

Acting in Concert include the following
"any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of voting rights."

I recalled it happened on Serial System takeover saga between 2 major shareholders.

[wee]

The takeover code will provide all answers

Acting in Concert include the following
"any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of voting rights."

I recalled it happened on Serial System takeover saga between 2 major shareholders.

Sometimes I wonder if this code has any real teeth. I am not suggesting that this happened in the F&N case, but someone who is bent on doing something like this could easily have found arrangements that allows a third party to buy on behalf its behalf at above the takeover price? Just implement a few layers in the transaction, with a Cayman Island company in between, how is anyone going to pierce thru that?

[CityFarmer]

The takeover code will provide all answers

Acting in Concert include the following
"any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of voting rights."

Sometimes I wonder if this code has any real teeth. I am not suggesting that this happened in the F&N case, but someone who is bent on doing something like this could easily have found arrangements that allows a third party to buy on behalf its behalf at above the takeover price? Just implement a few layers in the transaction, with a Cayman Island company in between, how is anyone going to pierce thru that?

Existence of drug trafficking does not mean Singapore Penal Code has no "real teeth" on drug trafficking

The same applies to takeover code.

The arrangement is never easy since substantial money been transferred and can be easily traced. Similarly for all transactions.

The penalty is painful. The penalty is to top-up all transactions occur during the offer period. Base on past experience of Serial system, the co-founder paid with all his shares in Serial System, which is close to 25% IIRC. Base on today MC, it's approx $23 millions

If similar penalty on F&N offer, it will probably able to make anyone bankrupt, includes TCC and OUE

[freedom]

The law or the rules, do not prevent people from committing crime. they normally raise the price of crime, so less likely people will become criminals.

[specuvestor]

Agree. Rules are to disincentivise 95% of the people. There are always loopholes for those who look hard enough, or those desperate enough. Execution of rules for these 5% are important because it shapes the social mores of the 95%.

Saying a rule doesn't work because of a news headline is irrelevant. What is difficult is to make the rules efficient to implement, simple to understand and correct in principle. Look no further than read obscure insurance contracts which IMHO is way past time for remaking of contractual rules.

[wee]

The takeover code will provide all answers

Acting in Concert include the following
"any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of voting rights."

Sometimes I wonder if this code has any real teeth. I am not suggesting that this happened in the F&N case, but someone who is bent on doing something like this could easily have found arrangements that allows a third party to buy on behalf its behalf at above the takeover price? Just implement a few layers in the transaction, with a Cayman Island company in between, how is anyone going to pierce thru that?

Existence of drug trafficking does not mean Singapore Penal Code has no "real teeth" on drug trafficking

The same applies to takeover code.

The arrangement is never easy since substantial money been transferred and can be easily traced. Similarly for all transactions.

The penalty is painful. The penalty is to top-up all transactions occur during the offer period. Base on past experience of Serial system, the co-founder paid with all his shares in Serial System, which is close to 25% IIRC. Base on today MC, it's approx $23 millions

If similar penalty on F&N offer, it will probably able to make anyone bankrupt, includes TCC and OUE

Can't really compare the take over code in question with drug trafficking rules. For the latter, there are enforcement officials to guard the borders and the crimes are committed onshore, in person. There is a real chance of being caught.

For an investment into a Singapore listed company which, say comes from a company incorporated in Cayman Islands, can some enlightened individuals share how can the authorities here force it to disclose information on its background, all the way to its beneficial owner (which may turn out to be a friendly but unrelated person)? What if the investment is made by the CI company via a foreign broker, or a foreign private bank?

My point is, if people knows that it is really tough to enforce a rule, they are not so worried about the penalties (flashback: S-Chips). For businessmen from less developed economies (e.g. Indonesia), they are more used to the mentality of "working around" rules to achieve their business goals. They may even see it as part of business risk. And when its known that its next to impossible for Singapore authorities to trace a transaction, the light bulb in their brains might just light up. There are probably different ways that this can be achieved, not just via my overly simplistic example.

Anyway, I am merely trying to play defense here. I for one will not rely on the takeover code and tell myself such things are not going to happen (or common) in Singapore.