OUE Lippo Healthcare (previously International Healthway Corporation)

[YMPL]

OUE has granted a loan agreement and deed of debenture to IHC with an interest rate of 4%.

I reckon this is much cheaper than the Oxley's CB, from the perspective of shareholders.

http://infopub.sgx.com/FileOpen/OUE_Loan...eID=440807

[weijian]

Hi Weijian, 

Thanks for sharing your thoughts. 

Like you said, since Low and Ching are in concert to gain control, and Low and Audrey Low are also in concert, it is logical to conclude that Ching, Low and his sister are in concert to obtain control of IHC. We don't need to see the names of 3 parties (CCK+2 Lows) to appear together, to conclude that the 3 are in collusion. 
Furthermore, needless to say that Low and his sister have been trying to obtain control given their multiple attempts to appoint their own directors of their choice. 

Some research on oxley duo and its holdings suggests that the reason why they did not make the mandatory offer is likely because they could not afford to do so? I wonder how strict is mas or sgx on such breaches. 

Glad to be discovering new things during this discussion as well. Do you have any idea if there's has been a similar case of breach of takeover in the past? 



Extracted from Singapore Code of Takeover and mergers
28.2 Consequences of failure to announce (a) If the offeror is unable within the time limit to comply with any of the requirements of Rule 28.1, the Council will consider requesting the Securities Exchange to suspend dealings in the offeree company's shares and, where appropriate, in the offeror's shares until the relevant information is given. 

(http://www.mas.gov.sg/~/media/resource/s...nnex_2.pdf)

Hi laojiao71,
I read through rule 14 (Mandatory Offer) of the Code of Takeovers and Mergers as you provided. It seems like from the rules, they do not need to make an offer since they haven't increased their stake after acting in concert (page 73 onwards)


Acting in concert requires the co-operation of two or more parties. Where a party has acquired shares independently of other shareholders or potential shareholders but subsequently joins them to co-operate to obtain or
consolidate effective control of a company, the Council would not normally require a general offer to be made under Rule 14.1 even if their existing aggregate shareholdings amount to 30% or more of the voting rights of that
company. However, once such parties have joined together, the provisions of Rule 14.1 would apply so that:-

(a) if the combined shareholdings amounted to less than 30% of the voting rights of that company, an obligation to make an offer would arise if any member of that group acquired further shares such that the group’s aggregate holdings of voting rights reached 30% or more; or

(b) if the combined shareholdings amounted to between 30% and 50% of the voting rights of that company, no member of that group could acquire shares which would result in aggregate acquisitions by the group amounting to more than 1% of the voting rights of the company in any 6 month period without incurring a similar obligation.

2. Shareholders voting together
The Council will not normally regard the action of shareholders voting together on particular resolutions at one general meeting as action which of itself should lead to an offer obligation. Such voting pattern at more than one
general meeting may, however, be taken into account as one indication that the shareholders are acting in concert.

3. Collective shareholders’ action
Notwithstanding Note 2 above, the Council will normally presume shareholders who requisition or threaten to requisition the consideration of a board control-seeking proposal at a general meeting, together with their supporters as at the date of requisition or threat, to be acting in concert with each other and with the proposed directors. Such parties will be presumed to be acting in concert once an agreement or understanding is reached between them in respect of a board control-seeking proposal with the result that subsequent acquisitions of interests in shares by any member of the group could give rise to an obligation to make a general offer under this Rule

[weijian]

The offer has closed and IHC will continue to be listed.

Accordingly, as at 5.30 p.m. on 13 April 2017, the total number of (a) Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it, and (b) valid acceptances to the Offer, amount to an aggregate of 1,429,517,226 Shares, representing approximately 86.16% of the total number of issued Shares.

http://infopub.sgx.com/FileOpen/IHC_Clos...eID=448444

[specuvestor]

Happy to continue to watch the show. Think there's an ending not far off together with HMC unless Lippo injects cash via loans or otherwise

https://www.valuebuddies.com/thread-5434...#pid136476

[weijian]

The free float is very close to hitting the 10% minimum free float to the public. With a "strategic" major shareholder roped in, i reckon interests alignment with OPMI is much better now and the company is becoming more interesting to look at for future prospects? Of course, on the other hand, ITOCHU is a giant and this stake is really peanuts to start with.

OUE Lippo Healthcare Set to Expand Presence in China and Southeast Asia with Completion of New Shares Placement to strategic partner ITOCHU; Two New Members to join Board

Singapore, 19 February, 2018 – OUE Lippo Healthcare (“OUELH”), the healthcare subsidiary of OUE Limited (“OUE”), announced that it has completed the allotment and issuance of 562,500,000 placement shares to Browny Healthcare Pte Ltd, an indirect wholly-owned subsidiary of Japanese multi-conglomerate ITOCHU. With the completion of this placement, OUELH is set to strengthen and expand its regional presence, including China as well as new markets in Southeast Asia. Healthcare expenditure in Asia is rapidly rising, driven by growing affluence, technological developments, and ageing populations. OUELH intends to expand into this high potential market by leveraging on the strengths of its major shareholders - OUE and ITOCHU. OUELH plans to also continue to grow its business through partnerships with local and industry leaders, such as Chinese conglomerate, China Merchants Group, and Korea’s largest telecommunications company, SK Telecom.

ITOCHU is one of the largest and most diversified trading companies in the world with a market capitalization of over US$30 billion. With the completion of this placement, ITOCHU becomes the strategic shareholder of OUELH with a 25.3% stake. OUE will continue to be the largest shareholder with a shareholding of 64.4%.

http://infopub.sgx.com/FileOpen/OUELH_Pr...eID=489435

[cyclone]

OUE Lippo Healthcare and China Merchants Group JV Set to Operate Hospital in Shanghai

OUE Lippo Healthcare Limited ("OUELH") today announced that its joint venture company with leading Chinese state-owned conglomerate China Merchants Group, China Merchants Lippo Hospital Management (Shenzhen) Limited ("CMLHM"), has entered into a framework agreement with China Changjiang National Shipping Group Co., Ltd and Shanghai Changjiang Shipping Co., Ltd. to incorporate a new joint venture company in China to manage the operations of Shanghai Changhang Hospital in Pudong, Shanghai.

CMLHM is a 50:50 joint venture company between Lippo Healthcare Limited, an indirect wholly-owned subsidiary of OUELH, and China Merchants Landmark (Shenzhen) Co., Ltd, a member of China Merchants Group. 

The Framework Agreement envisages that China Changjiang and CMLHM will incorporate a new joint venture company in China to manage the operations of Shanghai Changhang Hospital, which is currently operated by Shanghai Changjiang. CMLHM will hold a 51% stake while China Changjiang will hold a 49% stake in the proposed joint venture company. 

More details in http://infopub.sgx.com/FileOpen/OUELH%20...eID=511721

[cyclone]

OUE Lippo Healthcare to Acquire Stakes in First REIT and its Manager

Highlights :
* OUE Lippo Healthcare to acquire a 10.63% stake in First REIT for the consideration of S$102.7m
* OUE Lippo Healthcare to acquire 40% of the shares in Bowsprit Capital Corporation Limited, the manager of First REIT, for the consideration of S$39.6m
* OUE Limited will acquire the remaining 60% of the shares in Bowsprit Capital Corporation Limited, the manager of First REIT
* Proposed Acquisitions by OUE Lippo Healthcare are expected to be funded by proceeds from a 1-for-1 renounceable underwritten rights issue by OUE Lippo Healthcare of approximately S$150m, which is supported by major shareholders OUE Limited and ITOCHU Corporation.

More details in :
1. http://infopub.sgx.com/FileOpen/OUELH%20...eID=525398
2. http://infopub.sgx.com/FileOpen/OUELH%20...eID=525400
3. http://infopub.sgx.com/FileOpen/OUELH%20...eID=525399