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sunningdale
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n3wbie
Elite |
15-Nov 23:51
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Probably funds trying to arbitrage since there is a 4-5c spread from the offer price of $1.55. Not quite sure if we should all read too much into it tbh
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cbs_sam
Senior |
15-Nov-2020 14:29
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hi bro, sorry, i cannot see the similarity, care to elaborate? did their management and major shareholders also not declare their relationship with the offerer? I check a few times, but i not able find find any announcements from Sunningdale concerning their major shareholders interest in offerer?
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PQTPQK
Supreme |
15-Nov-2020 12:36
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forget about this counter and move on.....
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Jamesbond007
Veteran |
15-Nov-2020 12:15
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https://www.businesstimes.com.sg/banking-finance/cerberus-deal-pits-toymakers-founding-family-against-top-shareholder. Similarity to what is happening at Sunningdale | ||||
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angmohlin
Veteran |
14-Nov-2020 12:35
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One hand said exit offer must fair & reasonable. On other hand the stupid RegCo did not explain how this should be exercised. Why should we have this kind of ambiguous authority for what. | ||||
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angmohlin
Veteran |
13-Nov-2020 21:00
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If not happy then just vote " No " to against the scheme. | ||||
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bullrun6088
Senior |
13-Nov-2020 20:53
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obviously there are market loopholes for offerer to lowball the citizen' s money after IPO!!!! The government keep quiet not intervene then what' s the government for???? Continue to let offerer low ball citizen money????
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TA_Expert
Supreme |
13-Nov-2020 18:24
Yells: "The World has changed" |
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People always like to bring in CAD, MAS and SGX when deals are not in their favours. This is a commercial deal. Unless you can prove that there are widespread fraud in the process, else why would the regulators bother about it. The M& A codes already spelt out clearly on the process. If the major / substantial shareholders are willing to sell their shares, and fulfilled the criteria, the deal will go through. The most important factor is substantial shareholders' indications. UE was sold a low price no matter what some minority think. Only Temasek offered very good price like SMRT and NOL because of face.
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ysh2006
Supreme |
13-Nov-2020 18:13
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Investment got risk privatising a company not necessary higher than market price...eg UE & Tuan Sing subsidiary Gul Tech last time also below market price...
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bullrun6088
Senior |
13-Nov-2020 14:36
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is the government, MAS, SGX, SIAS going to take the offerer to court for taking advantage of citizen money by offering a low ball offer to scam citizen money???? | ||||
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simpleguy123
Elite |
12-Nov-2020 19:58
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Basically hes tell us to take the risk that KBH will not come back with a revised offer.
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AttasBoss
Elite |
12-Nov-2020 15:47
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i sold 1 lot at $1.51 JP morgan buying again. wondering this JPM is from from same gang or just purely buy for revision upwards opportunities | ||||
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AttasBoss
Elite |
12-Nov-2020 15:40
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anyone mind to sharing who is the buy of $1.51? appreciate much | ||||
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Scarycat
Member |
12-Nov-2020 13:47
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From SIAS website:
"What can minority shareholders do if the offer price of the Company is less than its net asset value per share (?NAVPS?)? Depending on the form of takeover offer used, minority shareholders may do the following when presented with a takeover offer with an offer price of the target company (the ?Company?) that is less than its NAVPS: Reject the Offer or Vote against the Proposal. Your Vote Counts. Every shareholder has a choice, viz. his own shares. To a certain extent, he can help decide on the outcome of an offer or a corporate action of the Company by either rejecting the offer or, in the case of a corporate action that requires his voting support, vote against the proposal. Hence, if the offer price or other terms of the proposal are not sufficiently appealing to the shareholder, he or she may do the following: ... If the takeover is proposed in the form of a scheme of arrangement (a ?Scheme?), vote AGAINST the Scheme resolution by attending in person or submitting a proxy .... In the case of a privatisation by way of Scheme or a voluntary delisting, a general meeting of the Company will be convened to consider the Scheme or voluntary delisting resolution (as the case may be). A shareholder may attend a general meeting in person to discuss the proposal and make his or her views known at that time. In the case of the Scheme, the attendance of the shareholder (in person or by proxy) is important as a majority of shareholders present and voting (in terms of number as opposed to a mere percentage of voting rights carried) is required. Minority shareholders do have the ability to influence the outcome of an offer and this has been evident in recent times. For example, in the scheme of arrangement proposed by ST Electronics to privatise Nera Telecommunications Ltd in 2012, minority shareholders were able to vote down the scheme resolution to privatise the company. If the takeover is proposed as a Scheme, you may also object to the Scheme in Court Where a Scheme is approved at the general meeting, it has to be confirmed at a Court hearing. A minority shareholder may attend the Court hearing and present arguments as to why the Scheme should not be confirmed. He has to show that either: The scheme document did not contain sufficient information to allow shareholders to make an informed decision. Carefully prepared Circulars (including Scheme Documents) reduces a shareholder?s chances of success on this ground OR Process and procedure was not properly followed in conducting the vote, convening the scheme meeting, or in obtaining the votes for the scheme meeting, and the irregularity was prejudicial to minority shareholders or not representative of shareholders? wishes. Take for example, the proposed Scheme to privatise PCCW Limited in Hong Kong, where the Court of Appeal of Hong Kong SAR refused to sanction the scheme in the face of ?clear manipulation? of the votes at the scheme meeting. Object to Compulsory Acquisition Where an offeror obtains 90% or more of the shares in the company, the remaining minority shareholders have the right to object to an offeror?s exercise of compulsory acquisition rights by filing an application in Court if the offeror, following the close of a general offer, exercises such rights. The procedures will vary depending on the Company?s jurisdiction of incorporation.However, in order to succeed in the objection, a minority shareholder must prove to the Court that the offeror achieved the threshold for compulsory acquisition rights by unfair means (for example, by using a third party to acquire shares from other shareholders at a price higher than the offer price and then accept the offer), or that procedure was not duly followed." |
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Scarycat
Member |
12-Nov-2020 10:52
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Additional extract from the website (
https://uk.practicallaw.thomsonreuters.com/1-501-9683?transitionType=Default&contextData=(sc.Default)&firstPage=true#co_anchor_a706190, ) "18. Are there any regulations that provide for a minimum level of consideration? The minimum offer price stipulated by the Takeover Code for each type of takeover offer is as follows: Mandatory offer. The highest price paid by the bidder, or any parties acting in concert with it, for voting rights in the target during the offer period and within six months prior to the commencement of the offer period. Voluntary and partial offers. The highest price paid by the bidder, or any parties acting in concert with it, for voting rights in the target during the offer period and within three months prior to the commencement of the offer period. The bidder typically consults with the SIC in advance in relation to the basis of valuation for the consideration being offered when the consideration is in the form of securities, a combination of securities and cash, or includes a cash alternative." |
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Jamesbond007
Veteran |
12-Nov-2020 10:20
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Company is cash rich, $120m. Can basically use it to help fund the privatisation. | ||||
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Scarycat
Member |
12-Nov-2020 10:16
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Yes, not sure if my understanding is correct. I don't see any company announcement in SGX website.
Also an extract from this website, https://uk.practicallaw.thomsonreuters.com/1-501-9683?transitionType=Default&contextData=(sc.Default)&firstPage=true#co_anchor_a706190, on timetable: "The timetable under the Takeover Code is as follows: T. Announcement of a firm intention to make an offer. T + 14. This the earliest date the bidder can post an offer document. T + 21. This is the latest date the bidder can post an offer document. T + 28 (assuming the offer document was posted on T + 14). The target has 14 days after posting of the offer document to post an offeree document to its shareholders. T + 42 (assuming the offer document was posted on T + 14). An offer must be open for at least 28 days after the date on which the offer document is posted. T + 67 (assuming the offer document was posted on T + 14). A potential competing bidder must clarify its intents by this date, either by announcing a firm intention to make an offer, or by making a no intention to bid statement, except where the first bidder's offer is implemented through a scheme of arrangement or trust scheme or amalgamation " 75% threshold is high for scheme of arrangement considering undertaking shareholders are only 18.14% and management controls 34.4% as stated in the article attached to the link https://www.investingnote.com/posts/2130786 shared by another bro earlier Not sure if my understanding is correct. |
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alexmay34
Veteran |
12-Nov-2020 09:50
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Care to elaborate further, this is disclosures of buying by the offer or?
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Scarycat
Member |
12-Nov-2020 09:45
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Hi bros, am new here. Hope the following extracts from The Singapore Code on Take-overs and Mergers are useful:
"12.1 Dealings by parties and their associates for themselves or for discretionary clients Dealings in relevant securities by the offeror, the offeree company or any of their associates for their own accounts or for the accounts of discretionary investment clients during the offer period must be publicly disclosed in accordance with Notes 4, 5 and 6 on Rule 12 below. ... NOTES ON RULE 12 ... 3. Relevant securities Relevant securities for the purposes of this Rule include:- (a) securities of the offeree company which are being offered for or which carry voting rights .... 4. Timing of disclosure Disclosure must be made no later than 12 noon on the dealing day following the date of the relevant transaction. 5. Method of disclosure (a) Public disclosure (for Rule 12.1) Dealings should be disclosed in writing to the Securities Exchange, the Council and the press. Persons proposing to engage in dealings should also acquaint themselves with the disclosure requirements of the Companies Act and the Securities and Futures Act. If parties to an offer and their associates choose to make press announcements regarding dealings in addition to making formal disclosures, they must ensure that no confusion results. Public disclosure may be made by the party concerned or by an agent acting on its behalf. Where there is more than one agent (e.g. a merchant bank and a stockbroker), particular care should be taken to ensure that the responsibility for disclosure is agreed between the parties and that it is neither overlooked nor duplicated 6. Details to be included in disclosures (a) Public disclosure (for Rule 12.1) A disclosure of dealings must include the following information:- (i) the total of the relevant securities in question purchased or sold, or redeemed or repurchased by the company itself (ii) the prices paid or received (iii) in the case of dealings in options or derivatives, full details should be given so that the nature of the dealings can be fully understood. For options, this should include the number of securities under option, the exercise period (or in the case of exercise, the exercise date), the exercise price and any option money paid or received. For derivatives, this should include, at least, the number of reference securities to which they relate (when relevant), the maturity date (or if applicable, the closing out date) and the reference price (iv) the identity of the principal or associate or other person dealing and, if different, the ultimate beneficial owner or controller. Dealings by or on behalf of a principal include any dealings where the investment risk is directly or indirectly borne by one of the principals, eg. where an associate has the right to sell to one of the principals at an agreed price any securities bought (v) nature of the investment clients (i.e. discretionary or non-discretionary) must be stated where dealings are by associates on behalf of investment clients. Subject to Note 9 below, the clients' names need not be disclosed (vi) the resultant total amount of relevant securities owned or controlled by the associate or other person in question (including those of any person with whom there is an agreement or understanding) and the percentage which it represents. For dealings by a principal, the total number of securities owned or controlled by the principal and persons acting in concert with it must be disclosed. For dealings by an associate, the total number of securities owned or controlled by the associate and by investment accounts under the discretionary management of the associate must be disclosed and (vii) if relevant, details of any arrangements required by Note 7 below." |
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Jamesbond007
Veteran |
11-Nov-2020 21:58
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Bought below $1.50.
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