Dutech Holdings

[¯|_(ツ)_/¯]

Thank you Sifu Chua.
I had learn a lot from you.

Have a nice weekend.


You're a fellow warrior for our valuebuddies.
Gratitude!

[Coco]

With Robert Stone accepting 43.5 cent offer, I would venture Game Over -- ie, the path is open for Dr Liu to delist the company as I expect that other minority shareholders will also accept the offer and enable Dr Liu to cross 90%.

If my speculation is right then Droege, which has yet to accept the offer, will not be able to stand in the way of a delisting.

[ghchua]

With Robert Stone accepting 43.5 cent offer, I would venture Game Over -- ie, the path is open for Dr Liu to delist the company as I expect that other minority shareholders will also accept the offer and enable Dr Liu to cross 90%.

If my speculation is right then Droege, which has yet to accept the offer, will not be able to stand in the way of a delisting.

As they said, "It ain't over till the fat lady sings". As of last update, we know that a free float of around 5% plus still have not accepted the offer. This block of shares plus Droege Group (8.8%) should be able to provide the 10% block to resist the 90% acceptance level in order for the offeror to exercise its rights for compulsory acquisition.

It would not say its game over yet, until they say its game over.

[dydx]

Just for discussion, if Droege Group just wants an extra say $0.035/share for its 8.8% block - which will enable Offeror to cross the all-important 90% mark convincingly and to exercise its rights for compulsory acquisition - how would Dr Johnny Liu decide and react?

[BRT]

i would let the acceptance period complete, assumming didnt get above 90%, i proceed to agree with droege that the additional 3.5c (so 47c per share) is enough, then do a married deal with them that allows me to cross the 90% mark, then acquire everything else at the same price.

(vested, currently have not accepted)

[Coco]

i would let the acceptance period complete, assumming didnt get above 90%, i proceed to agree with droege that the additional 3.5c (so 47c per share) is enough, then do a married deal with them that allows me to cross the 90% mark, then acquire everything else at the same price.

(vested, currently have not accepted)

I don't think Dr Liu is allowed to revise his offer again. So 43.5 cents stays. It's take it or leave it.

[RC22SG]

Interestingly a lot of debates between the majority independent shareholders and minority independent shareholders..

https://links.sgx.com/FileOpen/Dutech-Su...eID=675847

[ghchua]

Interestingly a lot of debates between the majority independent shareholders and minority independent shareholders..

https://links.sgx.com/FileOpen/Dutech-Su...eID=675847

Personally, I would ignore those debates. They are just extracting some parts of IFA numbers with some add-ons of their own and each camp trying to justify their own recommendation to shareholders.

More importantly,

1. Nothing changes with regards to the IFA recommendation on the revised offer price. It is still "not fair but reasonable", which means the offeror will not be able to voluntary delist the company from SGX with the same exit offer price if the offer closes and they could not secure 90% acceptance.

2. Droege Group appointed directors again recommended shareholders to reject the revised offer. Which means, they are very unlikely to accept the revised offer. Will Dr Liu be able to secure 90% without the Droege Group (8.8%) block?

[angelzsoul]

1. So for this company, how likely will be the stock be suspended going forward?

According to SGX Rule book, ( http://rulebook.sgx.com/rulebook/1303 )
"The Exchange may at any time suspend trading of the listed securities of an issuer in any of the following circumstances:

(1) If the percentage of an issuer's total number of issued shares excluding treasury shares held in public hands falls below 10%, as provided in Rule 723. In a take-over situation where the offeror succeeds in garnering acceptance exceeding 90% of the issuer's total number of issued shares excluding treasury shares, causing the percentage of the issuer's total number of issued shares excluding treasury shares held in public hands to fall below 10%, the Exchange will suspend trading of the listed securities of the issuer only at the close of the take-over offer."

==> does this means suspension of the stock is based on SGX discretion?
Or SGX will suspend it if Dutech request it?

2. Lets say minority shareholders reject this offer, and letting it lapse, share price drops back to ~ 0.28.
With >75% shareholding by those concerted parties, can I say if they want to "screw" us, they can do it easily?

eg) Lesser or NIL dividend going forward, higher remuneration for their directors,
slowly do Share Buyback at <1% (even if they have do a mandatory offer, they can always offer say $0.30 and slowly buy up)

[ghchua]

Hi angelzsoul,

1. So for this company, how likely will be the stock be suspended going forward?

Very likely, since the free float stands at around 5%+ since the last update from the company.

==> does this means suspension of the stock is based on SGX discretion?
Or SGX will suspend it if Dutech request it?

Normally, company will request for suspension if the free float requirement is not met. SGX could also suspend the stock too.

2. Lets say minority shareholders reject this offer, and letting it lapse, share price drops back to ~ 0.28.
With >75% shareholding by those concerted parties, can I say if they want to "screw" us, they can do it easily?

eg) Lesser or NIL dividend going forward, higher remuneration for their directors,
slowly do Share Buyback at <1% (even if they have do a mandatory offer, they can always offer say $0.30 and slowly buy up)

With suspension the most likely scenario, I think what you have mentioned here might not happen. If a stock is suspended, they would not be able to do any share buyback at all. Also, do take note that there are independent directors on board to look after the interest of all shareholders. There are also two representatives on board from Droege Group, and you can be sure that they are also looking at the cash holdings of the company and pushing for higher dividend payout going forward.