Spindex Industries

[(cy)]

Regarding CY, it is not over if you vote against. The company will remain listed.

thanks for the clarification. another point to highlight is - if the management already owns more than 50%, wouldnt they have fulfilled the minimum acceptance level (which was the only condition to fulfill). if so, I presume the next step is for the offer to turn into a mandatory unconditional general offer?

[Quickbeam]

No i think its 50% of the remaining shareholders.

[alexc]

Quickbeam,

After the offeror has obtained 50.3% in Spindex, the offer becomes unconditional. Which means the offeror must make the offer open at the price of S$0.85.

Shareholders are free to accept or reject this offer. Assume in the first case, another 25% shares are garnered. Then Spindex shares will continue to be listed in SGX till another offer be made in the future.

Assume in the second case, another 40% shares are garnered. Since the total shareholdings of the offeror is now in excess of 90%, ( 90.3%), this will be grounds for a mandatory buyback at S$0.85. Spindex will then be delisted.

What can MIs do? They need to look for a leader, like Northstar. NS can buy any number of shares in the market, at any price. The offeror cannot buy above S$0.85, unless he obligates himself to pay the new price bought to all the shares he received in the take-over. NS can still buy Spindex shares to prevent a delisting and negotiate the balance from the offeror at a new and higher price. Will he do that? Yes if he considers that the shares are worth much more or equal to what he paid for Innovalues, to use a comparison. Failure to obstruct the delisting means he will be forced to deal with Tan CP and company at a future date, at a higher price, and as a possible competitor. Because for the moment NS can still buy Spindex shares from the market at a lower price than he paid for Innovalues.

What will Northstar or the market do? We have to wait and see.

What will the regulatory bodies in Singapore do, given the developments as seen and as highlighted by the ST journalist? Again we have to wait and see.

Good luck to all minority shareholders. May the Force be with you.

[hh488]

As already reported, it seems like Northstar is their competitor. So the offeror refused to let them do a DD into the target co.

What if really what it stated is true, that Northstar has no intention to buy but to find out more of their secrets via a DD?

The offeror seems to have its own point I think.

[YMPL]

It is little incentive for Northstar to counter-offer, with the Offeror secured more than 50% and has expressed no intention to sell.

The question now is whether the Offeror manages to get 90% and above to delist.

[weijian]

Regarding CY, it is not over if you vote against. The company will remain listed.

thanks for the clarification. another point to highlight is - if the management already owns more than 50%, wouldnt they have fulfilled the minimum acceptance level (which was the only condition to fulfill). if so, I presume the next step is for the offer to turn into a mandatory unconditional general offer?

The offer has turned unconditional as of 3/10, after first announcing the mandatory G.O. when they triggered the 30% threshold on 3/7.

3/7 mandatory offer announcement with 44.68%: http://infopub.sgx.com/FileOpen/Offer%20...eID=442179
3/10 offer turns unconditional: http://infopub.sgx.com/FileOpen/Uncondit...eID=442815

The next milestones will be 90% of total shares for suspension (in which they stated they will not make attempts to release it from suspension) and 44.68 + 0.9*(100-44.68) = 94.47% of total shares for compulsory acquisition. If the offer is indeed undervalued as voiced by forumers here, then i think there is still a long way to go.

[desmondxyz]

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


Star bowed out.....

[alexc]

Quickbeam,

After the offeror has obtained 50.3% in Spindex, the offer becomes unconditional. Which means the offeror must make the offer open at the price of S$0.85.

Shareholders are free to accept or reject this offer. Assume in the first case, another 25% shares are garnered. Then Spindex shares will continue to be listed in SGX till another offer be made in the future.

Assume in the second case, another 40% shares are garnered. Since the total shareholdings of the offeror is now in excess of 90%, ( 90.3%), this will be grounds for a mandatory buyback at S$0.85. Spindex will then be delisted.

What can MIs do? They need to look for a leader, like Northstar. NS can buy any number of shares in the market, at any price. The offeror cannot buy above S$0.85, unless he obligates himself to pay the new price bought to all the shares he received in the take-over. NS can still buy Spindex shares to prevent a delisting and negotiate the balance from the offeror at a new and higher price. Will he do that? Yes if he considers that the shares are worth much more or equal to what he paid for Innovalues, to use a comparison. Failure to obstruct the delisting means he will be forced to deal with Tan CP and company at a future date, at a higher price, and as a possible competitor. Because for the moment NS can still buy Spindex shares from the market at a lower price than he paid for Innovalues.

What will Northstar or the market do? We have to wait and see.

What will the regulatory bodies in Singapore do, given the developments as seen and as highlighted by the ST journalist? Again we have to wait and see.

Good luck to all minority shareholders. May the Force be with you.

[alexc]

Star Engineering has announced they will not pursue the Spindex bid.

[julianbream]

Regarding CY, it is not over if you vote against. The company will remain listed.

thanks for the clarification. another point to highlight is - if the management already owns more than 50%, wouldnt they have fulfilled the minimum acceptance level (which was the only condition to fulfill). if so, I presume the next step is for the offer to turn into a mandatory unconditional general offer?

The offer has turned unconditional as of 3/10, after first announcing the mandatory G.O. when they triggered the 30% threshold on 3/7.

3/7 mandatory offer announcement with 44.68%: http://infopub.sgx.com/FileOpen/Offer%20...eID=442179
3/10 offer turns unconditional: http://infopub.sgx.com/FileOpen/Uncondit...eID=442815

The next milestones will be 90% of total shares for suspension (in which they stated they will not make attempts to release it from suspension) and 44.68 + 0.9*(100-44.68) = 94.47% of total shares for compulsory acquisition. If the offer is indeed undervalued as voiced by forumers here, then i think there is still a long way to go.

Let's just say (however unlikely) that at the close of the offer, the Tans have 92% of total shares. This lies between 90% and 94.47%, meaning suspension of shares but not compulsory acquistion. 

If I did not accept the offer, and this happens, does it mean that the Tans are not required to acquire my shares - i.e. I may not get paid the 85 cents and am holding on to Spindex shares that cannot be sold on SGX because their trading has been suspended?