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16-06-2019, 02:03 PM
(14-06-2019, 10:41 AM)mobo Wrote: 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.
![[Image: thumbnail.jpg]](https://i.ibb.co/xgDwLSz/thumbnail.jpg)
Hi, I find the instructions above from A) to E) under option 1 a little different from my usual and like seek guidance - for the item C) do you mean to indicate the number of shares inside the blank box under the 'class of shares'? (typically I left it blank, would it make a difference if I don't indicate?)
For the box in item D), I thought it is meant to indicate a tick' under against, is there a need to indicate the number of shares?
For the last sign off item E), is there a need or is it correct to indicate the number of shares besides your signature?
Why didn't you highlight the need to indicate the no of shares for the section 'CDP register'?
I'm asking because accuracy is important to execute it properly. tks
