Halcyon Agri

[weijian]

This looks like an interesting state of affairs moving forward because there are now 2 "major shareholders". One of them will probably want to take control in future but of course, nobody knows when.

Hainan Rubber to Acquire 36% in Halcyon Agri, Announces Pre-Conditional Mandatory Cash Offer

- Hainan Rubber has entered into SPA with Sinochem to acquire 36% of Halcyon Agri, triggering a MGO.
- The Offer Price is US$0.315 (SGD equivalent S$0.441) per Share in cash, and is subject to fulfilment of certain conditions.
- Sinochem shall remain second largest shareholder in Halcyon Agri, holding 29.2% stake, after the Share Acquisition, and undertake to reject the mandatory cash offer.
- Halcyon Agri will remain listed on SGX-ST, as intended by the Offeror.

Hainan Rubber, or its nominee 574,204,299 36.00
Sinochem 465,716,356 29.20
Other shareholders 555,091,286 34.80
Total 1,595,011,941 100.00

https://links.sgx.com/FileOpen/Press%20R...eID=739101

[weijian]

This looks like an interesting state of affairs moving forward because there are now 2 "major shareholders". One of them will probably want to take control in future but of course, nobody knows when.

Hainan Rubber to Acquire 36% in Halcyon Agri, Announces Pre-Conditional Mandatory Cash Offer

- Hainan Rubber has entered into SPA with Sinochem to acquire 36% of Halcyon Agri, triggering a MGO.
- The Offer Price is US$0.315 (SGD equivalent S$0.441) per Share in cash, and is subject to fulfilment of certain conditions.
- Sinochem shall remain second largest shareholder in Halcyon Agri, holding 29.2% stake, after the Share Acquisition, and undertake to reject the mandatory cash offer.
- Halcyon Agri will remain listed on SGX-ST, as intended by the Offeror.

Hainan Rubber, or its nominee 574,204,299 36.00
Sinochem 465,716,356 29.20
Other shareholders 555,091,286 34.80
Total 1,595,011,941 100.00

https://links.sgx.com/FileOpen/Press%20R...eID=739101

From AR23 (end 31st Dec 2023):
Hainan Rubber-68.10%
Sinochem-29.20%
Free float = 100-68.10-29.20~2.7%

The offerer (Hainan Rubber) intended to keep the listing. In the first place, the company would never be delisted as the 75% approval would never be met with Sinochem not accepting it.

To recap, the IFA's opinion for the previous offer was fair and reasonable.

~1.5years on, SGX RegCo has drawn a line in the sand. It seems like the "75% approval thing" can also be achieved via a vote at a meeting. So, if certain shareholders don't turn up, then 75% has a chance to be achieved? OR at the end of the day, these foreign shareholders are not going to play ball at all?

NOTIFICATION OF DELISTING

10. Pursuant to Listing Rule 1306, the Company and/or the controlling shareholders are required to make an exit offer to the Company’s shareholders, in compliance with Listing Rule 1309 ("Exit Offer”). In particular, the Exit Offer must be fair and reasonable, and include a cash alternative as the default alternative. The IFA must also opine that the Exit Offer is fair and reasonable.

11. In addition, given that the Company has lost its public float pursuant to the Offer, the Exit Offer is required to meet the principles of the Voluntary Delisting Requirements pursuant to Listing Rule 1307. In particular, the Exit Offer is required to be (i) approved by shareholders holding at least 75% of the total number of issued shares (excluding treasury shares, subsidiary holdings and shares held by the Offeror and parties acting in concert with it) (“Independent Shareholders”) present and voting, on a poll, either in person or by proxy at the meeting; or (ii) validly accepted by Independent Shareholders that represent at least 75% of the total number of issued shares held by the Independent Shareholders.

12. Please let us know your proposal on the Exit Offer no later than one (1) month from 26 August 2024.

Please also provide updates via SGXNET on the status of the proposal.
https://links.sgx.com/FileOpen/Halcyon%2...eID=816834

[ghchua]

~1.5years on, SGX RegCo has drawn a line in the sand. It seems like the "75% approval thing" can also be achieved via a vote at a meeting. So, if certain shareholders don't turn up, then 75% has a chance to be achieved? OR at the end of the day, these foreign shareholders are not going to play ball at all?

Hi weijian,

I think Hainan Rubber and Sinochem can make a joint exit offer to take out the rest of the free float. In this case, Sinochem should not be counted as one of the independent shareholders to fulfill the 75% acceptance level, since they are one of the offeror.