First Ship Lease Trust

[ZZF]

But my feeling is the more substantial opmi will vote yes. They won't risk it.

[yeokiwi]

I am not banking for the majority of unit holders to turn up and vote. Over my history of monitoring, there hasn't been a well documented case of an army of shareholders turning up to disprove of a major resolution; perhaps some old timer can advise on a success story.

Sabana was the closest ever.

http://infopub.sgx.com/FileOpen/TsitWing...ileID=7232

Tsit Wing seeked a delisting in 2009. Minority Investors turned up and voted against the voluntary delisting using condition (b)
There was a twist during the meeting. It was originally declared as approved but after a recount, the delisting motion failed.

Conditions. The Delisting and the Exit Offer will each be conditional on the following:
(a) the Delisting Resolution is approved by a majority of at least 75 per cent. of the total
number of issued Shares (excluding treasury Shares) held by Shareholders present
and voting, on a poll, either in person or by proxy, at the SGM to be convened (the
Directors and Controlling Shareholders need not abstain from voting on the Delisting
Resolution); and
(b) the Delisting Resolution is not voted against by 10 per cent. or more of the total
number of issued Shares (excluding treasury shares) held by Shareholders present
and voting, on a poll, either in person or by proxy, at the SGM.

[brattzz]

I am not banking for the majority of unit holders to turn up and vote. Over my history of monitoring, there hasn't been a well documented case of an army of shareholders turning up to disprove of a major resolution; perhaps some old timer can advise on a success story.

Sabana was the closest ever.

http://infopub.sgx.com/FileOpen/TsitWing...ileID=7232

Tsit Wing seeked a delisting in 2009. Minority Investors turned up and voted against the voluntary delisting using condition (b)
There was a twist during the meeting. It was originally declared as approved but after a recount, the delisting motion failed.

Conditions. The Delisting and the Exit Offer will each be conditional on the following:
(a) the Delisting Resolution is approved by a majority of at least 75 per cent. of the total
number of issued Shares (excluding treasury Shares) held by Shareholders present
and voting, on a poll, either in person or by proxy, at the SGM to be convened (the
Directors and Controlling Shareholders need not abstain from voting on the Delisting
Resolution); and
(b) the Delisting Resolution is not voted against by 10 per cent. or more of the total
number of issued Shares (excluding treasury shares) held by Shareholders present
and voting, on a poll, either in person or by proxy, at the SGM.

Tsit Wing, i was there...

yeoman and some of us, total up, we got more than 10% to stop HK boss.... 

but we can't stop him again 3 years later, when he delisted TW anyway...

So its important, share holdings counts!

[lonewolf]

I am not banking for the majority of unit holders to turn up and vote. Over my history of monitoring, there hasn't been a well documented case of an army of shareholders turning up to disprove of a major resolution; perhaps some old timer can advise on a success story.

Sabana was the closest ever.

There's probably a few.

I can rem ST Eng's Scheme of Arrangement to take over Neratel in 2012 failed in the SOA meeting.

[Retired@52]

I am not banking for the majority of unit holders to turn up and vote. Over my history of monitoring, there hasn't been a well documented case of an army of shareholders turning up to disprove of a major resolution; perhaps some old timer can advise on a success story.

Sabana was the closest ever.

There's probably a few.

I can rem ST Eng's Scheme of Arrangement to take over Neratel in 2012 failed in the SOA meeting.

Yes, I was at "Scheme" Meeting. I voted against it. I'm still holding on to the Nera-Tel's Shares.

I'll do likewise for FSL.

[valuebuddies]

I just start following the story.

So we are talking about Navios to pay US$20M for 154,430,600 shares + US$20M for 330,531,352 shares = avg US 8.25c per shares = SGD 11.5c per share?

The potential dilution is the second part of US$20M for 330,531,352 shares which cost Navios about SGD 8.5c.

To counter such dilution, if financially capable, just need to buy 52% of your present FSL holdings (330,531,352 / 637,456,577) at open market for SGD 8.1c each.

Am I right?

[level13]

I just start following the story.

So we are talking about Navios to pay US$20M for 154,430,600 shares + US$20M for 330,531,352 shares = avg US 8.25c per shares = SGD 11.5c per share?

The potential dilution is the second part of US$20M for 330,531,352 shares which cost Navios about SGD 8.5c.

To counter such dilution, if financially capable, just need to buy 52% of your present FSL holdings (330,531,352 / 637,456,577) at open market for SGD 8.1c each.

Am I right?

In terms of mathematics you are right. 
However this is akin to a rights issue of 1 rights share for every 2 current shares. 

There is no other way to maintain the shareholding percentage so it feels like being forced. 

For rights issue at least you can sell away the rights (provided its tradeable) if one is unhappy. 

Currently, investors are already wary of throwing good money after bad thats why the price keeps dropping.

[valuebuddies]

I just start following the story.

So we are talking about Navios to pay US$20M for 154,430,600 shares + US$20M for 330,531,352 shares = avg US 8.25c per shares = SGD 11.5c per share?

The potential dilution is the second part of US$20M for 330,531,352 shares which cost Navios about SGD 8.5c.

To counter such dilution, if financially capable, just need to buy 52% of your present FSL holdings (330,531,352 / 637,456,577) at open market for SGD 8.1c each.

Am I right?

In terms of mathematics you are right. 
However this is akin to a rights issue of 1 rights share for every 2 current shares. 

There is no other way to maintain the shareholding percentage so it feels like being forced. 

For rights issue at least you can sell away the rights (provided its tradeable) if one is unhappy. 

Currently, investors are already wary of throwing good money after bad thats why the price keeps dropping.

I wont want a right issue if I am Navios, rather to leave the options open.

It's not bad for the minority shareholders if the deal go thru, at least Navios is indirectly guarantee USD 6.05c share price? I can't understand why market is so pessimistic about the deal.

[Boon]

http://infopub.sgx.com/FileOpen/_eFORM1V...eID=452074

Michael Gray (Non Executive and Lead Independent Director) bought 500,000 units @ SGD 0.095 per unit  
_____________________________________________________________________________________________________________________

He bought another 500,000 units @ SGD 0.081 per unit

[wonghw12]

I did some calculations, and found the following to give very similar NAV/share, which are way higher than today's share price.

1) Price paid by Navios to acquire stake from FSL Holdings = 18.1c / share
2) Assuming VTL = 125%, implied NAV = 18.8c / share
3) My agar agar calculation of FSL's vessel values derives 18.4c / share

Calculations below, assuming 1 USD = 1.4 SGD:
Calculation 1)
Navios to pay USD20mn to buy FSL Holdings' 154.4mn shares = USD20mn * 1.4USDSGD / 154.4mn shares = 18.1c / share

Calculation 2)
Bank debt = USD191.9mn
Value of 21 mortgaged vessels at 1.25x VTL = USD191.9mn x 1.25 = USD239.9mn
My estimated value of unmortgaged vessel (FSL Osaka) = USD13mn
Net assets less vessels and bank debt = Cash + other non-vessel assets - Non debt liability = USD25.14mn + USD5.63mn - USD6.00mn = USD24.8mn
NAV @ 1.25x VTL = (Value of vessels (mortgaged + unmortgaged) + Net assets less vessels and bank debt - bank debt) / Outstanding shares = (USD239.9mn + USD13mn + USD24.8mn - USD191.9mn) / 637.5mn shares = USD85.8mn * 1.4 USDSGD / 637.5mn shares = 18.8c / share

Calculation 3) - grateful if valuebuddies can help verify my assumptions for the market value of the vessels below (w/o contracts). They are agarations based on what I googled online.
Product Tankers (Subtotal: USD129mn)
FSL Hamburg - USD13mn
FSL Singapore - USD13mn
FSL Osaka - USD13mn
Cumbrian Fisher - USD9mn
Clyde Fisher - USD9mn
Shannon Fisher - USD6mn
Solway Fisher - USD6mn
Speciality - USD6mn
Seniority - USD6mn
Superiority - USD6mn
Margrethe - USD21mn
Marie - USD21mn

Containerships (Subtotal: USD26mn)
YM Eminence - USD7mn
YM Elixir - USD7mn
YM Enhancer - USD7mn
FSL Busan - USD2.5mn
FSL Santos - USD2.5mn

Chemical Tankers (Subtotal: USD54mn)
FSL New York - USD18mn
FSL London - USD18mn
FSL Tokyo - USD18mn

Oil Tankers (Subtotal: USD42mn)
FSL Hong Kong - USD21mn
FSL Shanghai - USD21mn

My agaration of market values of the vessels = USD129mn + USD26mn + USD54mn + USD42mn = USD251mn
Net assets less vessels and bank debt = Cash + other non-vessel assets - Non debt liability = USD25.14mn + USD5.63mn - USD6.00mn = USD24.8mn
NAV = My agaration of market values of the vessels + Net assets less vessels and bank debt - bank debt) / Outstanding shares = (USD251mn + USD24.8mn - USD191.9mn) / 637.5mn shares = USD83.9mn * 1.4 USDSGD / 637.5mn shares = 18.4c / share

FSL might really be undervalued, vested some and hoping for the best!