Challenger Technologies

[Shiyi]

It's a low ball offer backed by PE fund. Hence, kudos to Pangolin for its effort, whatever its motivation.

[rakkun]

It's a low ball offer backed by PE fund.  Hence, kudos to Pangolin for its effort, whatever its motivation.

Yeah that's correct.  Every man has always been for himself.  Alliances are always of convenience.

No one would care to oppose if the offer was fair - an offer for any investor to exit a relatively illiquid equity will always be duly considered - just make it acceptable!

[pianist]

What was that non core investments that challenger had mentioned in pangolin's response?
Any way, I'm comfortable with a perceived cash drag on return company like challenger which gives out reasonable dividends supported by cash. Never pledge allegiance with pangolin and intend to hold onto the shares as long as I'm able to.

[beefjerky]

Hi can I clarify some things. Pangolin instructions are not very clear to me. For proxy, we can simply indicate the votes against the delisting and submit right? So why does pangolin tell us not to leave it blank and leave it to the chairman. Second pt is,we are supposed to fill out the details of pangolin but they didn't provide it in their email and ask us to request it? So for proxy are we supposed to submit it to the green envelope or what? And if we were to reject, do we still need to fill up the green document?

[mobo]

Pangolin’s instructions were rather poorly communicated and cause more confusion than needed. As a shareholder who is against the delisting, you can either attend the EGM to vote against personally, failing which you can take either one of these options. Both options work in theory, but I will elaborate the pros and cons of each of them and you can make your own decision.




Option 1 – Default Route
 
Appoint the Chairman, Loo Leong Thye, to vote against the delisting on your behalf.

Fill up (A) your personal particulars, Leave (B) blank, indicate the number of shares you have in (C.), fill in the same number of shares under the “No. of Votes Against” box in (D) and indicate the number of shares again and sign off in (E).
 
Then use the return envelope provided and mail the Proxy Form to Boardroom Corporate and Advisory Services and you are basically done.
 
Option 2 – Pangolin Preferred Route
 
Appoint Kok Chiew Sia from Pangolin, to vote on your behalf at the EGM.
 
Fill up (A) your personal particulars, indicate Kok’s name, address and NRIC in (B), indicate the number of shares you have in (C.), leave (D) blank and indicate the number of shares again and sign off in (E).
 
Do not use the return envelope, but instead separately mail the entire form to:
 
Pangolin Investment Management
50 Raffles Place #22-02
Singapore Land Tower
Singapore 048623
 
As Kok has not given permission to publish her personal details like NRIC and address, please kindly liaise directly with her through cskok@pangolinfund.com for information.
 
Option 1 or 2?
 
Option 1 is the default by the book “normal” way of doing things. By protocol, the Chairman is bound by your instructions to vote against the resolution. However, since Loo Leong Thye is not an independent Chairman and is also the primary stakeholder making the delisting offer, there is an underlying conflict of interest. If it’s just the stated resolution, I believe the risks of Loo voting in a manner not above board is minimal.
 
The risk though is in Option 1, you are also appointing Loo as your proxy for the entire EGM and not just voting on that one delisting resolution. In the event that there are any unforeseen developments during the EGM, Loo is able to exercise the authority as your proxy as he deems fit without further consulting you. This is a very grey area that I’m not familiar enough with corporate secretarial work to comment on, but do know that there is some sort of risk there. The probability, extent and impact of it I cannot advise, so if anyone has prior experience in COSEC work in Singapore listed firms please feel free to chip in.
 
Option 2 is basically handing a blank cheque to Pangolin so that they may exercise your votes in any way they deem fit. What this means is they can in theory even vote for the delisting if they change their minds at the very last minute during EGM. In the absence of a revision of offer, I cannot see why they would do that though. In the entire development, their interests are more aligned to minority shareholders then Loo. Although I cannot envision any possible scenarios which they can harm other retail shareholders without doing multiplied damage to themselves, do take note the risk however latent is still there.
 
That’s a quick summary of the administration and the pros and cons of each option. The best action, of course, is to be able to attend the EGM and vote personally.

[ACTIVIST SPEAKS]

I was told by the Registrar of another company that the proxy cannot change the way the appointor wants to vote. But yet, at that same meeting, the proxy was given the voting machine to indicate yes or no vote....


Like Mobo says, the best action is to attend the EGM and vote personally.

[ghchua]

Hi mobo,

There is a difference between chairman of the EGM and chairman of the board of directors. Since Mr Loo has an interest in his offer, he should not be the chairman of the EGM and one of the independent directors should chair the meeting. So, I don't see any issue in appointing the chairman of the EGM as your proxy to vote according to your instructions.

[mobo]

Hi mobo,

There is a difference between chairman of the EGM and chairman of the board of directors. Since Mr Loo has an interest in his offer, he should not be the chairman of the EGM and one of the independent directors should chair the meeting. So, I don't see any issue in appointing the chairman of the EGM as your proxy to vote according to your instructions.

Hi ghchua

Do you know if there is a regulatory requirement that states that the Board Chairman cannot chair an EGM if he/she has an interest in one of the resolutions?

I ask this because a quick read through the delisting circular makes no mention on anything about Loo recusing himself from chairing the EGM.

In fact the company constitution explicitly states that "The Chairman (if any) of the Board of Directors shall preside as Chairman at every General Meeting, but if there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to act as Chairman, the Members present shall choose some Director or, if no Director be present or if all the Directors present decline to take the chair, one of themselves to be Chairman of the meeting."

Thanks.

[ghchua]

Hi ghchua

Do you know if there is a regulatory requirement that states that the Board Chairman cannot chair an EGM if he/she has an interest in one of the resolutions?

Not from what I know. But for good corporate governance, I think they should allow a non-interested party to chair the EGM.

[weijian]

im 99% sure they aren't allowed to increase price liao.

just skim the announcement and section 3.1 basically says they can't change price anymore?
hi shiyi can you confirm pls

hi huiyi,
Back in April, there were still able to revise the offer price. refer to my post below:
Back in April: https://www.valuebuddies.com/thread-97-p...#pid152024

But the latest update on 12th June morning states that the Offerer does not intend to increase the price. As such, they risk violating Takeover Code's rule 20.1 (note3) if they do so.
12th June update: https://links.sgx.com/FileOpen/Offeror%2...eID=563197