Spindex Industries

[HitandRun]

Does anyone know where one can file a complaint to the singapore securities exchange?

If you are referring to a complaint within a takeover context, you may wish to check this website:

Securities Industries Council

[Quickbeam]

Thanks. Thats what I was looking for.

[lupolupus]

Thanks. Thats what I was looking for.

If you are going to file a complaint, let me know. Perhaps it is better if more people join, to make a stronger case.

I think the case will be more of a collection of questionable practices, rather than a single smoking gun. So one needs to present the whole case to make it convincing

From my perspective two issues -- that have not been discussed yet -- stand out:

1. In H1 2016 a large restructuring charge was taken, which conveniently reduced the share price. Given the plan to do a tender off, this charge was probably taken strategically. It also means that the market price in the period prior to the offer was not a fair one and should hence not taken to be as a yardstick to compare the offer against.
2. The first offer was released to coincide with (favourable) earnings announcements. The share price would have increased without the offer.

Taken together, 1 and 2 suggest that the offer was not done at a real premium to the market price, which should not be allowed (if offerors can make any kind of offer, what is the point of a mandatory take-over offer?).

By the way, the newspaper article helps big time in my view. The news is now out that something untoward may be going on, this may restrict management actions in the future. More people will be watching them!

[Quickbeam]

I already sent a letter/e-mail. I think it might actually be stronger if you write separately. Spindex already responded saying the chairman was travelling. This was in my humble opinion, not a very strong argument.

Point 1 and 2 are also very strong. I should have included that, but didnt.

[HitandRun]

Just a note of caution:

Investors should not conflate the roles and responsibilities of Spindex (target company) and Hong Wei (acquirer). For example, if Hong Wei is aware that there is a competing offer (through common directorship), can it acquire more shares in Spindex without breaching insider trading provisions?

[dydx]

The 11Apr16 DBS report on Spindex mentioned its Executive Chairman Mr Tan Choo Pie was also previously non-Executive Chairman of MMI Holdings (previously listed on SGX). In 2007, MMI Holdings was privatised following a US$700m buy-out by leading private equity Group KKR (Kohlberg Kravis Roberts) which became its 70% owner....
http://www.mmi.com.sg/index.php?option=c...Itemid=421

Based on his previous experience from MMI Holdings, Mr Tan should know very well how to sell a business like Spindex's to private equity investors on top of to trade buyers. I believe it is because of this possibility and intention, and likely there are already interested suitors known to him, that he and his son Tan Heok Ting (who studied Law and Finance; was appointed Executive Director in 2010 and subsequently Managing Director in 2013) now want to privatise Spindex, even though they started off with a combined stake of only 25.48% when they first launched the GO via a scheme of arrangement on 9Feb17.

After reviewing yesterday (7Mar17) good and timely ST report by young reporter Marissa Lee, I find the last 3 para's (reproduced below in full in blue) most interesting....

The Tans have committed not to raise their offer price, and with Spindex shares trading above 85 cents, it is unlikely that they will be able to reduce the public float to less than 10 per cent, as is required for a delisting.

This series of events raises more questions than answers, and the Spindex board should move to leave no doubt among shareholders and investors that all options were considered and the best offer laid on the table.

Shareholders will want answers to these questions, especially if Spindex remains listed - as it looks set to be - with the same board tasked with representing shareholders' interests.

My main thoughts now are -
1. Would interested suitors for Spindex's business be ready and willing to negotiate with the Tans to buy their now majority stake and finish off the privatisation of Spindex at a higher share price or valuation closer to its fair intrinsic value?
2. Would Spindex's BOD and IDs do their best in their responsibility to safeguard minority shareholders' interests by making sure that all options were considered and the best offer be laid on the table.

[MrValue]

I can't help but wonder if someone like LIE KHIN SIN is acting in concert with the Tan family.
I can't find any info on Lie apart from his 2005 court case, and wonder if he is really the seasoned arbitrageur who has the guts to spend over $6m to accumulate the shares after the privatisation announcement and hoping to sell them all to the offeror for a small profit, especially since the Tans started with a scheme of arrangement rather than a GO and thus the probability of successfully arbitraging is deemed lower.

If I were Lie (and assuming not acting in concert with the Tan family), I will want to take legal action against the Tans since they purchased the shares via married deal on 3 March 17 when they already possess the material information that Northstar (and perhaps other PE) has already indicated that they are considering making an offer at a price higher than 85 cents.

It's amazing that the Tans manage to increase their shareholding from 25% to over 50% via just 3 married deals, 2 of which after they learned of the PEs' interest.

Hope the authorities will at least do a preliminary investigation to rule out the possibility that the parties are indeed acting in concert.

[cyclone]

Ceasing to be a Substantial Shareholder

4,420,000.00 / 5,200,000 = 0.85

On 20 February 2017 Mr. Yeo Seng Chong, Executive Chairman and Chief Investment Officer of Yeoman Capital Management Pte Ltd, disposed 5,200,000 shares for a consideration of S$4,420,000.00 via off-market transaction.

I just know that Yeoman 3-Rights Value ASIA Fund held this stock for around 10 years and achieved a near 5-bagger after accounting for dividends received and capital gains.
Congratulations.

[desmondxyz]

http://infopub.sgx.com/Apps?A=COW_CorpAn...cement.PDF

“…as at 6 March 2017, we and parties acting in concert with us own, control, or have agreed to
acquire in aggregate, approximately 50.30% of the total issued share capital of Spindex. In this regard,
we hereby inform the Independent Directors that we and our concert parties will not consider
accepting any competing offer (if any) by Star or any party for our shares in Spindex. Accordingly, we
are of the position that at this point in time:
(a) Star (or any other party) can no longer be considered a bona fide competing offeror as any
competing offer will no longer be capable of turning unconditional as we and our concert
parties own, control, or have agreed to acquire in aggregate more than 50% of the total
issued share capital of Spindex; and
(b) Rule 9.2 of the Code is no longer applicable to Spindex.

Bao jiak for the boss.....   marvellous timing...

[julianbream]

Please forgive my ignorance. Can anyone enlighten me whether it is it legal for someone to receive added benefits (monetary or otherwise) in exchange for agreeing to become a party acting in concert? If it is legal, then I will probably hold on to my Spindex shares because it means that all those shareholders who made married deals with the Tans determined the value of each Spindex share to be 85 cents plus the value of the benefit they received to act in concert with the Tans.

If it is illegal then I know that they didn't receive any added benefits and that they actually do value each Spindex share to be just 85 cents. Then I need to think hard about whether I am missing something or they are missing something; and then think hard about whether to exit now by accepting the Tans' offer of 85 cents.