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healthway, healthy?
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tan.leongheng
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18-Apr-2017 07:18
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http://infopub.sgx.com/FileOpen/Notice_of_EGM.ashx?App=Announcement& FileID=446779 NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (&ldquo EGM&rdquo ) of HEALTHWAY MEDICAL CORPORATION LIMITED (the &ldquo Company&rdquo ) will be held at The National University of Singapore Society, Kent Ridge Guild House, 9 Kent Ridge Drive, Singapore 119241 on 21 April 2017 at 10.30 a.m., for the purpose of considering and, if thought fit, passing with or without modifications, the ordinary resolutions as set out below: All capitalised terms used in this Notice of EGM which are not defined herein shall have the same meaning ascribed to them in the circular to shareholders of the Company dated 6 April 2017 (&ldquo Circular&rdquo ). All resolutions put to the vote at the EGM shall be decided by way of poll.
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nngeeh
Veteran |
12-Apr-2017 17:27
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I don' t understand .... They disposed of 12 clinics for only $2M ... and then buy back 24 clinics after 7 years and $64M is gone. Where did the $64M goes? Either they sold the 12 clinics too cheaply ... and buying back at a way too expensive price? Sold 12 Clinics for $2M, and buy 24 clinics for $64M ???? Even if you consider inflation ... buying back the original 12 clinics at 2x ($4M) .... then 24 clincis should be only $8M. Why not just buy back the original 12 clinics at say $4M ... and then ask HME to pay back $60M ????? Did they do any formal valuation when they sell? They surely didn' t do any formal valuation for HME now... how did they derive at this valuation?
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nngeeh
Veteran |
12-Apr-2017 13:38
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I can' t make it to the dialogue but will either go or ask proxy to represent for the EGM. Even though my holding won' t make much of a difference .... will still vote if i feel this is wrong.
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milohorlicks
Member |
12-Apr-2017 12:19
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Agree with you on this.. doesn't make sense to vote on this issue when the Independent review is not completed. You going for e dialogue later? =) actually whether e HME acquisition goes through this time, may not be as consequential as it seems.. explain next time when more free | ||||
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nngeeh
Veteran |
12-Apr-2017 10:12
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Based on the circular, Healthway disposed HME (12 clinics) in 2010 to Mr Yeo for just $2M. So, HME is doesn' t belong to Healthway, yet, lent out $65M over 7 years to grow from 12 clinics to just 24 clinics. If acquisition is succesful, this outstanding loan will be accounted as " GOODWILL" . Healthway just announced appointment of independent auditor to review the loan to HME yesterday. I really find it hard to understand why we are asked to vote for the acquisition before the completion and sharing of this review .... if the loan is suspicious ... who will vote to continue with the acquisition ... According to the circular, the value of HME is $64M, and " No valuation was commissioned for HME" !!!! Who gave this valuation of $64M !!!! it is a loss making entity of approximately $126K. According to the circular (if i see it correctly), it doesn' t have any cash. Just Healthway, the directors already couldn' t generate any cash to pay doctors, clinic assistance, medicines.... now, they will have 2 mouths to feed after the acquisition!!! I have many doubts - If they intend to grow, why sell the 12 clinics for just $2M? - They sell 12 clinics for $2M, and now say the 24 clinics are worth $64M !!!!! - Did they conduct any due diligent to see if it is worth buying HME? Already having cash issue ... still want to buy a loss making entity with 0 cash? If surviving is already an issue ... and they proceed to buy without even doing a commissioned valuation? I don' t think we should vote without having full details of the $65M loans that were made to HME !!!
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milohorlicks
Member |
11-Apr-2017 23:40
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" The Board wishes to update Shareholders that the Subscriber has sold an aggregate of S$7 million worth of T1 CN B to two transferees, who now hold S$3 million and S$4 million worth of T1 CN B respectively" $10M convertible note Actual capital outlay: $8.6M -> $10M convertible share ==> 16.3% Profit (10/8.6 - 1) Conversion price $0.03384 -> $0.042 (current lippo offer price) ==> further 21% Profit (42/33.84 -1) Total profit => 44.3% in less than 1mth => $3.8M (from initial capital outlay $8.6M) |
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milohorlicks
Member |
11-Apr-2017 09:02
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actually for no 2).. the "acquisition" requires $0 capital outlay.. they do not need any fund to complete e purchase
n Lippo & SGX came in to block 1) GATEWAY comvertible bonds.. not 2) |
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nngeeh
Veteran |
11-Apr-2017 08:22
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countersIf HMC needs to resort to borrowing at 16.5% to survive.... I don' t see much prospect if the current board keep running this coy. In order to complete the purchase, they need fund.... If Lippo and SGX didn' t come into the picture and stopped this loan which resulting in a better loan term from GW....they will keep draining funds and borrowing with high interest or keep issuing shares that resulting in serious dilution. Therefore...if resolution 2 is approved... and not resolution 1..how are they going to fund the acquisition? probably issuing the dreadful rights and get money from shareholders... and then... with poor money management... can' t imagine what will happen to our fund This is poor money management.... I don' t have the details... but if they can loan out more than $65M and end up needing to borrow at 16.5%... it' s really poor management... whether it Creative accounting or not... it' s just bad for the shareholders. Just look at other medical counters- HMI, SingMedical, O& G... how high is their current share valuation... comparing with Healthway... This doesn' t include the loan between the Father and Daughter company. When are they going to start the independent review of these loans which is instructed by SGX? I think the voting of the second resolution should be done after they release the Loan review to HME... and inform us of their plan to get that funding if resolution 1 is shot down. If this board keep running the show... I will move on to other counters..
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wonder
Member |
11-Apr-2017 08:17
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This is a public company n not a mother father company. | ||||
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wonder
Member |
11-Apr-2017 08:15
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Just sue n get back the 65million. Just cant understand how a company lend out money to another without collaterals or contracts. Totally illegal n against SOP. GET THE COURT OR MAS TO HELP N INVESTIGATE!!! Company making profits but due to this may become insolvent. Where is the fairness n accountability to all shareholders n investors? What were the independent directors doing while all these issues happening before their blind eyes? GET SOMEONE TO ACCOUNT FOR ALL THESE N ASK THEM TO PAY FOR THE MISTAKE. | ||||
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milohorlicks
Member |
11-Apr-2017 00:53
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Agree with you FULLY to vote against 1)$60M convertible notes BUT disagree with regards to 2)Acquisition of HME HME is essentially 24 HEALTHWAY clinics. Nothing dubious about it. These are REAL clinics in Singapore, including ones at Pasir Ris MRT, Punggol, Tampines, Yishun etc. It also includes some of the specialist clinics such as Cardiology, Psychiatry. Ourselves or our family members may have visited one of them. We will just know them as another Healthway clinic. 1 Healthway Diagnostic Centre 2 Healthway Japanese Dental 3 Healthway Japanese Medical Centre - The Centrepoint 4 Healthway Medical Clinic - Bedok South 5 Healthway Medical Clinic - Clementi Avenue 3 6 Healthway Medical Clinic - Holland Drive 7 Healthway Medical Clinic - Pasir Ris MRT Station 8 Healthway Medical Clinic - Punggol Place 9 Healthway Medical Clinic - Tampines Central 1 10 Healthway Medical Clinic - Tampines Street 21 11 Healthway Medical Clinic - Toa Payoh Lorong 6 12 Healthway Medical Clinic - Towner Road 13 Healthway Medical Clinic - Westgate 14 Healthway Medical Clinic - Yishun Avenue 5 15 Healthway Screening & Wellness Centre - The Centrepoint 16 Neuglow Dental - The Centrepoint 17 Neuglow The Aesthetics Doctors - Novena Medical Centre 18 Nobel Chest & Internal Medicine Centre - Mount Alvernia Medical Centre 19 Nobel ENT, Head, Neck & Thyroid Surgery Centre - Mount Alvernia Hospital 20 Nobel Eye & Vision Centre - Mount Alvernia Hospital 21 Nobel Heart Centre - Mount Alvernia Hospital 22 Nobel Psychological Wellness Clinic - Ang Mo Kio Avenue 10 23 Nobel Psychological Wellness Clinic - Novena Medical Centre 24 Nobel Surgery Centre - Mount Alvernia Medical Centre Quote " HME was incorporated on 12 February 2000 as a wholly-owned indirect subsidiary of the Company." The split occured in 2010. My own personal take on the split: It is abit of " CREATIVE" accounting. You may noticed that from 2010, HME has increased clinics from 12 to 24 over about 6 years This is fairly aggressive expansion, about 2 new clinics every year. New clinics will initially posts losses, til they break even and then turn profitable. For those more familiar with clinic business, some doctors / clinic owners quote 2-3years of monthly losses & no salary before starting to break even. With the spinning off HME, the initial period of losses will NOT be reflected on the P/L of HMC as losses, instead it will be reflected as " LOANS" to HME. Hence, making the accounts look " nicer" . Of course, those initial losses are REAL (clinic rents / staff salary / drug inventory all needs to get paid). Hence the subsequent need to " write off" the " LOAN" . Hence the comment about " HMC is operating like charity... lending out and writing off as impairment" is incorrect abt HME (haha, hard to say abt the China coy though =p) There is NO CHARITY involved at all here, as HME is essentially part of HMC. People dun say that the body " loans" nutrients to the " legs" to grow. cheers, late late, continue the post another day..
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wonder
Member |
10-Apr-2017 23:37
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Pls vote against | ||||
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happyharvest
Elite |
10-Apr-2017 22:07
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no brainer! vote against |
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nngeeh
Veteran |
10-Apr-2017 21:25
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In the circular, it repeatedly stating that " Healthway will continue to face liquidity pressure without the $60M and may not be able to continue as a going concern" . If HMC keep doing charity by lending out huge loan and writing it of as impairment... even if they raised $600M... it won' t be enough. Why it is focusing on getting fund to survive and not improving the business model to be profitable?... Already not able to survive... still proposing to buy more. Why not just sue to get the $65M back? Just realised that none of the directors own any Healthway shares.... any decision made will not impact their wealth... this just show their trust in Healthway. I just hope these 2 resolutions are shot down... and replace the whole board with a team that focus on improving the business to survive.... and not keep looking for fund to survive. |
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HB8289
Master |
10-Apr-2017 21:05
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I do likewise againist he resolution 
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nngeeh
Veteran |
10-Apr-2017 20:56
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Just received the circular pertaining to (1) Proposed issue of $60M convertible notes and (2) Acquisition of HME. If approved the acquisition of HME, the $65M loan, HMC will not need to recover this loan. I will vote against both resolutions.... HMC is supposed to recover back this $65M from HME. Just read the circular...HMC had made an impairment of $3M and $15M on the a,omits owing by HME to the group in 2015 & 2016. HMC is operating like charity... lending out and writing off as impairment... crazy... |
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happyharvest
Elite |
10-Apr-2017 16:22
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Oh man! I can't make it
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tan.leongheng
Member |
10-Apr-2017 15:57
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https://sias.org.sg/index.php?option=com_event& controller=show& task=show& id=610& lang=en SIAS Dialogue Session with Healthway and Gateway Partners Event Date:12 April 2017
Event Time:7.30pm - 9.00pm
Closing Date:11 April 2017
Medium:English
Venue:MND Auditorium
Address:9 Maxwell Road, MND Building Annexe A, Singapore 069112
Fee (Member):Free
Fee (Non-member):Free
Fee (Student member):Free
Need to register
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yu2000
Member |
07-Apr-2017 19:35
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Any update on the hearing? |
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wonder
Member |
06-Apr-2017 11:15
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Sgx is very good in stepping in n query when price of the particular counter rises too much during trading hours but will pretend not to know or read this article(below) so that they are not involved n dont have to do anything. By allowing such loans to friendly company, the sgx or the MAS in fact has the right to query !!! But it seems like they treat it like non-existance. | ||||
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