IPC Corporation

[cyclone]

Thanks much Boon.

It is also confirmed by k1 Ventures case :
http://infopub.sgx.com/FileOpen/k1%20-%2...eID=365436

Page 3 of circular to shareholders

Conditions for the Proposed Capital Reduction. The Proposed Capital Reduction is subject to, inter alia:
(i) the approval of the Shareholders by way of a special resolution for the Proposed Capital Reduction (i.e. 75 per cent. of those present and voting) at an extraordinary general meeting of the Shareholders to be convened (the "EGM");

Result of EGM for proposed capital reduction :

[Image: k1_reduction.png]

[Boon]

FY2015 result is out:
 
Gain on disposal of investment properties = 41.286 mil
 
Proceeds from disposal of investment properties = 158.332 mil
 
Substantial Debt paid off
 
http://infopub.sgx.com/Apps?A=COW_CorpAn...esults.pdf
_______________________________________________________________________________________________________________________________________

[cyclone]

No one voted against the resolution.

[Image: poll.png]

[Thaddy0103]

Isn't it good?
Sorry me really noob
But it propose a payment of $1.60 per share to reduce capital right?
I presume it apply to all share types.
If such those who vested early basically getting a big payout.

[Vseeker]

Seldom see this type of results - ZERO dissenters !!

But only 46,336,530 shrs voted,
and there are 85,291,885 issued shrs for IPC !!
So there are lots of other shrhldrs who are "bo-cha" on this issue !!... dun even bother to mail in proxy forms to vote !!

Or maybe some of the major controlling shrhldrs (the Ngiams ?? ) actually NOT supportive on this idea...and simply abstain ??

Going forward, it will be interesting to see whether things stay status quo,
or if Oei will start sell out ? or maybe even make another attempt to buyout the rest... the Ngiams ??


BTW:
my thks to you, Boon,
for all the detailed datas that you been sharing both here on IPC and elsewhere...
I appreciate your hard works !!

[Boon]

Seldom see this type of results - ZERO dissenters !!  

But only 46,336,530 shrs voted,
and there are 85,291,885 issued shrs for IPC !!
So there are lots of other shrhldrs who are "bo-cha" on this issue !!... dun even bother to mail in proxy forms to vote !!

Or maybe some of the major controlling shrhldrs (the Ngiams ?? ) actually NOT supportive on this idea...and simply abstain ??

Going forward, it will be interesting to see whether things stay status quo,
or if Oei will start sell out ?  or maybe even make another attempt to buyout the rest... the Ngiams ??


BTW:
my thks to you, Boon,
for all the detailed datas that you been sharing both here on IPC and elsewhere...
I appreciate your hard works !!

 
Hi Vseeker,
 
Participation rate ~ 54%
 
Abstention rate ~ 46%
 
I was just as curious as you are on the high abstention rate. But I doubt if the Ngiams were among those who had abstained from voting at the EGM - as I would have thought they were the ones who had initiated the capital reduction proposal in the first place.
 
I was more worry that OHL (who holds more than a 30% stake in IPC and hence would possibly have a different agenda) could have voted against the resolution – glad that this didn’t happen – ha-ha!
 
What matters most was there were no dissenting votes at all among the participating shareholders.
 
Going forward, it is of anybody’s guess as to how things would develop!
 
The last date and time of “cum” trading of the Shares on the SGX-ST for purposes of the Proposed Capital Reduction will be at 5.00 p.m. on 23 February 2016. Shareholders should note that Shares traded from 9.00 a.m. on 24 February 2016 will not be entitled to the Cash Distribution pursuant to the Proposed Capital Reduction.
 
Considering that NAV, after the capital reduction exercise, would still be above SGD 1.20 per share, as pointed out earlier by cyclone, it would be interesting to see what the share price would be come 24th Feb 2016.  
 
That said, thanks for the kind words – and please be reminded that any reliance on my analysis is SOLELY at your own risk – ha-ha!
_____________________________________________________________________________________________________

[cif5000]

I was more worry that OHL (who holds more than a 30% stake in IPC and hence would possibly have a different agenda) could have voted against the resolution – glad that this didn’t happen – ha-ha!

If he wanted to vote against the resolution, the capital reduction would not be proposed in the first place. Why waste time and money?

From the circular we know that in a capital reduction, ALL directors (including the one representing OHL) will have to make a solvency statement to the high court. All she needed to do then was to say no in their board meeting.

But of course, he could have changed his mind afterwards.

[Boon]

I was more worry that OHL (who holds more than a 30% stake in IPC and hence would possibly have a different agenda) could have voted against the resolution – glad that this didn’t happen – ha-ha!

If he wanted to vote against the resolution, the capital reduction would not be proposed in the first place. Why waste time and money?

From the circular we know that in a capital reduction, ALL directors (including the one representing OHL) will have to make a solvency statement to the high court. All she needed to do then was to say no in their board meeting.

But of course, he could have changed his mind afterwards.

Hi cif5000,
 
You have raised some interesting issues which I have been pondering over for a while now. I agreed with you that it would have been a waste of time and money to table the capital reduction proposal for voting at an EGM, if OHL were always wanted to vote against it in the first place.
 
But from the perspective of “procedural compliance”, it would have been wrong if the capital reduction proposal were “shot down” on the sole basis that the director representing OHL had said “NO” in a board meeting.
 
To return or not to return excess capital to shareholders?
 
This was a decision to be made by shareholders via voting for or against the proposed resolution at an EGM
 
To table or not to table the proposed capital reduction resolution for voting by shareholders at an EGM?  
 
This was a decision to be made by board members via voting at a board meeting, presumably.
 
There were two different decisions to be made here via two different decision making process.
 
The director representing OHL has only one vote at the board level decision making process.  If the other board members were to have voted “YES” in a board meeting, board level decision would have been deemed reached (meaning the proposed resolution would have to be tabled for voting by shareholders at an EGM) - regardless of if the director representing OHL had voted “YES” or “NO”.
 
If the capital reduction proposal were “not tabled” at all on the sole basis that the director representing OHL had voted “NO” at  a board meeting, then it would have been  considered wrong, at least procedurally – as it should have been majority rules (one board members has one vote) -  besides, a board decision need not neccesarily be an unanimous decision.
 
In another words, the fact that the proposed resolution had been tabled for voting by shareholders at an EGM, need not necessarily imply that the director representing OHL, in his/her capacity as a board member, had voted “YES” in a board meeting. He could have voted “NO”.
 
Simailarly,  the fact that the proposed resolution had been tabled for voting by shareholders at an EGM, need not necessarily imply that  OHL, in his capacity as a SSH, was going to vote “YES” for the resolution. He could have an intention to vote “NO”.
 
A solvency statement is simply an “opinion” of the Directors.
 
All directors (including the one representing OHL) have a duty and obligation to provide a solvency statement to the court – even if OHL has every intention to vote against the resolution. These are two separate issues altogether.
 
The fact that all directors (including the one representing OHL) had made a solvency statement to the court, need not necessarily imply that OHL, in his capacity as a SSH, was going to vote “YES” for the resolution at an EGM. He could have an intention to vote. “NO”.
 
These are my thoughts on the issues and I could be completely wrong –ha-ha!
________________________________________________________________________________________________________
 
A Solvency Statement is a statement by the directors of the company :
a)  that they have formed the opinion that, as regards the company’s situation at the date of the statement, there is no ground on which the company could then be found to be unable to pay its debts;
b)  that they have formed the opinion:
(i)  if it is intended to commence winding up of the company within the period of 12 months immediately following the date of the statement, that the company will be able to pay its debts in full within the period of 12 months beginning with the commencement of the winding up; or
(ii)  if it is not intended so to commence winding up, that the company will be able to pay its debts as they fall due during the period of 12 months immediately following the date of the statement;
c)  that they have formed the opinion that the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed redemption, giving of financial assistance or reduction (as the case may be), become less than the value of its liabilities (including contingent liabilities).
_______________________________________________________________________________________________________________________________________

[kbl]

Good Friday evening everyone.

$1.60 pay date next friday - 8th April 2016

http://infopub.sgx.com/FileOpen/IPC_Anno...eID=396400

<vested>

[cyclone]

379,950.00 / 850,000 = 0.447

On 02 June 2017, Oei Hong Leong acquired 850,000 shares of IPC Corporation via market transaction for a consideration of S$379,950.00.