Guthrie GTS

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(07-09-2013, 07:54 AM)opmi Wrote: OK. For Guthrie case,

Anthoni & gang owned 69% via their holding co, GA 1821 Pte. Ltd.
If they launch Offer using GA 1821 Pte. Ltd, they need to have more than 96.9%, to invoke Compulsory Acq (CA).
(***Law states that they need to get 90% of the shares EXCLUDING the shares they owned at start of Offer)

By using the takeover vehicle, UNITED SM HOLDINGS PTE. LTD., they can invoke CA when they have 90% because
United SM owned zero shares at the start of Offer. Upon the Offer, GA 1821 will sell to United SM their 69% stake.
So when United SM cross 90%, they can take out the rest of 10% by passing minorities a cheque and cancel their shares
(whether minorities agree or not)

Can they keep repeating the same stunt if they failed to secure 90% this time?
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(07-09-2013, 09:03 AM)desmondxyz Wrote:
(07-09-2013, 07:54 AM)opmi Wrote: OK. For Guthrie case,

Anthoni & gang owned 69% via their holding co, GA 1821 Pte. Ltd.
If they launch Offer using GA 1821 Pte. Ltd, they need to have more than 96.9%, to invoke Compulsory Acq (CA).
(***Law states that they need to get 90% of the shares EXCLUDING the shares they owned at start of Offer)

By using the takeover vehicle, UNITED SM HOLDINGS PTE. LTD., they can invoke CA when they have 90% because
United SM owned zero shares at the start of Offer. Upon the Offer, GA 1821 will sell to United SM their 69% stake.
So when United SM cross 90%, they can take out the rest of 10% by passing minorities a cheque and cancel their shares
(whether minorities agree or not)

Can they keep repeating the same stunt if they failed to secure 90% this time?

that is a question I am asking. I also dont know.

the easier route after a failed Offer is to do a Delisting EGM with an Exit Offer to delist the company.
Then whole day bombard with ads and letters, basically saying 'give me or you can keep as wallpaper"..hahaha.

A lot of patterns to screw minorities. So the key is to stop any lowball Offer is KP to the press at the start of Offer.
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster
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(06-09-2013, 11:57 PM)opmi Wrote: But Offeror can bypass by incorporating a new takeover vehicle. Some how dilute the spirit of the law.

Ianal, but under Companies Act Sect 215:

Companies Act Wrote:(9) For the purposes of this section, shares held or acquired —
(a) by a nominee on behalf of the transferee company; or
(b) by a related corporation of the transferee company or by a nominee of that related corporation,

shall be treated as held or acquired by the transferee company.

Further, this Takeover Guide says:

Allen and Gledhill Wrote:Section 215 of the Companies Act governs the compulsory acquisition of the shares of minority shareholders once an offerer has acquired 90 per cent of the target’s shares through a take-over offer (excluding the shares held by the offerer). Shares held by the offerer include shares held by a nominee on behalf of the offerer, as well as shares held by either a related corporation of the offerer or a nominee of that related corporation.
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(07-09-2013, 04:12 PM)lanoitar Wrote:
(06-09-2013, 11:57 PM)opmi Wrote: But Offeror can bypass by incorporating a new takeover vehicle. Some how dilute the spirit of the law.

Ianal, but under Companies Act Sect 215:

Companies Act Wrote:(9) For the purposes of this section, shares held or acquired —
(a) by a nominee on behalf of the transferee company; or
(b) by a related corporation of the transferee company or by a nominee of that related corporation,

shall be treated as held or acquired by the transferee company.

Further, this Takeover Guide says:

Allen and Gledhill Wrote:Section 215 of the Companies Act governs the compulsory acquisition of the shares of minority shareholders once an offerer has acquired 90 per cent of the target’s shares through a take-over offer (excluding the shares held by the offerer). Shares held by the offerer include shares held by a nominee on behalf of the offerer, as well as shares held by either a related corporation of the offerer or a nominee of that related corporation.

Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster
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(07-09-2013, 04:32 PM)opmi Wrote: Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

Interesting. Can u let me know a case in which such practice is manifested? Thx!
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(07-09-2013, 09:56 PM)lanoitar Wrote:
(07-09-2013, 04:32 PM)opmi Wrote: Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

Interesting. Can u let me know a case in which such practice is manifested? Thx!

Almost every time, there is a new company incorporated to do the Offer if the intention is to privatized. And will compulsory acquire if cross 90%.
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster
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(08-09-2013, 02:28 AM)opmi Wrote:
(07-09-2013, 09:56 PM)lanoitar Wrote:
(07-09-2013, 04:32 PM)opmi Wrote: Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

Interesting. Can u let me know a case in which such practice is manifested? Thx!

Almost every time, there is a new company incorporated to do the Offer if the intention is to privatized. And will compulsory acquire if cross 90%.

Maybe should extend the act to include controlling shareholders of the offerer and related companies.
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I may be wrong. With 87.57% and 1 trading day left, it may not be easy to get >90% by 9 Sep.

They are likely to call for extension again but WILL EVENTUALLY get >90% by the next extended dateline.
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Cannot call for extension already. Offer must close by 9 sep. 60 days max from date of circular despatch.

(08-09-2013, 08:55 AM)smallcaps Wrote:
(08-09-2013, 02:28 AM)opmi Wrote:
(07-09-2013, 09:56 PM)lanoitar Wrote:
(07-09-2013, 04:32 PM)opmi Wrote: Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

Interesting. Can u let me know a case in which such practice is manifested? Thx!

Almost every time, there is a new company incorporated to do the Offer if the intention is to privatized. And will compulsory acquire if cross 90%.

Maybe should extend the act to include controlling shareholders of the offerer and related companies.

Maybe no one challenge the Act in court yet.
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster
Reply
(08-09-2013, 02:28 AM)opmi Wrote:
(07-09-2013, 09:56 PM)lanoitar Wrote:
(07-09-2013, 04:32 PM)opmi Wrote: Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

Interesting. Can u let me know a case in which such practice is manifested? Thx!

Almost every time, there is a new company incorporated to do the Offer if the intention is to privatized. And will compulsory acquire if cross 90%.

I wonder why CK Tang got stuck with their minority shareholders...
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