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fruitfulness
Senior |
09-Jun-2023 12:35
Yells: "May the Lord God establish the works of my hands!" |
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I could not imagine that the IFA only value Ravenstock using the investment amount GEAR put into it (maybe about $68m ??) and thereby translate the Ravenstock value to be 3 cts per Golden share. What a world of difference from the valuation of KGI in March 2022 (of about US$0.11 per Golden share) when the gold price was lower! Quite atrocious ... all those companies doing IFA work in Sg!
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Catrade
Master |
09-Jun-2023 12:08
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Good decision! I would also take the Distribution-in-specie of GEMS (79.2c/share), n reinvest the (8.1c/share) for Stanmore Resources(64%) & Ravenswood Gold Mine(50%). Based on the current share price of Stanmore A$2.66, (64% stake is A$1.70) n Ravenswood 50% stake is worth S$200-465 million. From this simple calculation is really worth much more than the 18.1c. Hope many GEAR shareholders would choose this option so that the 90% delisting would not be compulsory, but even it becomes private is still worth it.
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fruitfulness
Senior |
09-Jun-2023 10:49
Yells: "May the Lord God establish the works of my hands!" |
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I' ll definitely take the cash equivalent (79.2 cts per share) for the distribution-in-specie. As to the cash exit offer (18.1 cts per share) for the remain GEAR i.e. the Stanmore and Ravenstock etc, I think the IFA has grossly undervalued this portion. I have not worked out what is the share price of Stanmore to translate to 18.1 cts of GEAR share (maybe less than A$1 ??). The Stanmore share price has declined from A$3.6 to the current A$2.65. Don' t think it would return to A$1, the price before taking over the Mitsui mines. At the moment, I thought of keeping about 500 000 shares of GEAR in scrips (i.e. less than $100k worth). The remaining I will take the cash. But we are at the mercy of the choice of other shareholders. (If more than 90% accept the cash exit offer of 18.1 cts per share), GEAR can compulsorily acquire our shares. (I agree with the IFA that the GEMS part may have been slightly overvalued. But that' s not our issue now)
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Catrade
Master |
09-Jun-2023 10:30
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Fruitfulness, What would u think is the best option?
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Catrade
Master |
09-Jun-2023 10:23
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From here we hav to decide on 1 of 4 options entitled to each Golden Energy shareholder.
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fruitfulness
Senior |
09-Jun-2023 10:18
Yells: "May the Lord God establish the works of my hands!" |
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EGM just ended at 10.14 am. Both resolutions (Distribution Resolution and Delisting Resolution) are passed with over 99% Yes vote for each! Another counter bites the dust! Soon will have to decide whether to hold on to GEAR shares (less GEMS) as a private entity, provided not more than 90% want to surrender the shares ... | ||||
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Catrade
Master |
09-Jun-2023 10:17
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EGM: both resolutions hv been passed, n approved.
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Joelton
Supreme |
06-Jun-2023 09:34
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Sias calls for Gear minority shareholders to &lsquo vote wisely&rsquo at EGM says IFA justifications subjective
IN ITS latest salvo over coal producer Golden Energy and Resources&rsquo (Gear) privatisation deal, the Securities Investors Association (Singapore), or Sias, doubled down on its call for the company&rsquo s minority shareholders to reject the proposed voluntary delisting.
Sias, in its letter signed by president and chief executive David Gerald on Monday (Jun 5), reminded shareholders that it is of &ldquo utmost importance&rdquo that they pre-register for the online extraordinary general meeting (EGM) by 10 am on Jun 6.
Registration is necessary to ensure that they are able to vote on the two critical resolutions &ndash namely a distribution in specie of Gem shares, and the delisting of Gear, he said.
He added: &ldquo It is crucial to note that the distribution resolution and the delisting resolution are inter-conditional. If either of these resolutions is not approved at the EGM, none of the proposed resolutions will be carried out.&rdquo
The letter came a few days after W Capital, the independent financial advisor (IFA) in Gear&rsquo s exit offer, hit back at Sias&rsquo criticisms of its opinion, by defending its approach to valuing the shares of Golden Energy Mines (Gems) and its valuation methodologies for the exit offer.
Gerald on Monday said Sias was exhibiting professional scepticism in publishing its criticisms, reiterating that it agrees with the IFA that &ldquo we can agree to disagree&rdquo .
&ldquo We agree, as we stated earlier, with the IFA that no single method of valuation will be met with universal acceptance,&rdquo he added.
He also said that while W Capital may consider their reasoning to be clear-cut, Sias&rsquo feedback is that the IFA&rsquo s justifications are &ldquo subjective and may not be as convincing as they perceive them to be&rdquo .
For example, while Geo Energy Resources was included because it is &ldquo broadly comparable to Gear&rdquo , Gerald said Sias can likewise point out that Geo Energy is an Indonesia pure-play with thermal coal assets while Stanmore is a significant metallurgical coal player.
&ldquo These differences raise questions about the true comparability between the two companies,&rdquo he said.
Gerald continued: &ldquo Also, how else can shareholders understand that the IFA &lsquo considered the mid-point value of the (sum-of-the-parts) valuation of Gear of S$1.072 for the maximum value of the shares&rsquo ?
&ldquo Also, as a sense check, what is the EV/TTM Ebitda (enterprise value to earnings before interest, taxes, depreciation and amortisation over the previous 12 months) of Gems, and what is that of Gear?&rdquo
Gerald, meanwhile, acknowledged that there are more appropriate channels to address concerns around the fact that IFA opinion has historically been a one-way street, with minority shareholders having no say in the choice of the IFA and the IFA opinion.
Nevertheless, with the EGM coming up in a few days, Sias calling on minority shareholders to &ldquo review the EGM circular and vote wisely at the EGM&rdquo , he said.
With a skew of going-private offers hitting the market, Sias stands by its view that the IFA process can be and should be improved, he reiterated.
&ldquo More can clearly be done to protect the investing public when it comes to takeovers-cum-delistings,&rdquo he said.
&ldquo At the end of the day, minority shareholders will make the decision to follow or reject the IFA&rsquo s opinion and the recommendations of the non-conflicted directors.&rdquo
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Catrade
Master |
01-Jun-2023 17:11
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What very importance to shareholders r the 2 Interconditional Resolutions, Distribution & Delisting. Both must approve(75%) by independent shareholders on 9Jun' 23 EGM, then the 4 options r openned to individual shareholder to select. These Resolutions must not be mistaken as an Exit Offer! (The Exit Offer is not a resolution put forth to Shareholders at the EGM). We don' t hv to send in the Exit Offer till 15Aug' 23, but in between now till then there is a possibility that the Widjaja may increase this ' Low Ball' Exit offer. Now let see these 2 Resolutions pass through first in this coming EGM. |
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fruitfulness
Senior |
01-Jun-2023 11:38
Yells: "May the Lord God establish the works of my hands!" |
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4. IMPLICATIONS OF DELISTING FOR SHAREHOLDERS Shareholders should note that even if the Distribution Resolution and the Delisting Resolution are approved at the EGM, and Shareholders become entitled to receive either the Revised GEMS Cash Consideration or GEMS Shares Consideration, they can still choose to reject the Exit Offer. In this scenario, Shareholders who reject the Exit Offer should note that they will continue to be a shareholder of the Company (where the GEMS Group will no longer be a subsidiary of the Company and part of the Group) which will be an unlisted entity. Golden Energy has answered my concern on whether there is a direct link between voting for the Delisting Resolution and deciding on the Exit Offer (of $0.181) in the response to the BT and ST articles. There is NO link.
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fruitfulness
Senior |
01-Jun-2023 11:24
Yells: "May the Lord God establish the works of my hands!" |
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For me, this delisting exercise is dragging on a bit too long. I hope those of you, who are like myself, will make reasonable profits upon delisting would vote YES for the Distribution Resolution and the Delisting Resolution to go through. (Require 75% or above of votes for each resolution) Thereafter, we have some days/weeks to decide whether to accept the distribution in specie in GEMS shares or $0.792 in cash per Golden Energy share. We also will have to decide to receive the Revised Exit Offer price of $0.181 per share (for the remaining Golden Energy portion - Stanmore & unlisted Ravenstock etc), the forms having been mailed to us. I think receiving cash amount of $0.792 per share for the distribution in specie is most fair. I would like to pocket this. (I would not like to receive GEMS shares as trading is illiquid in Indon Stock Exchange and current market trend does not augur well) I need to deliberate carefully how much scrips I would want to keep for the remaining portion of Golden Energy and hope for it to get listed again at 2 - 3 or more times the $0.181 offer price. It may take 2 or more years for this to happen. But Duchess Avenue has the right to compulsorily acquire our scrips if more than 90% accept the offer price of $0.181.
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fruitfulness
Senior |
01-Jun-2023 10:55
Yells: "May the Lord God establish the works of my hands!" |
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That is correct. Have already replied you in thru postbox message.
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melgo5
Member |
01-Jun-2023 09:35
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Hi, Need help. If not accepting, just ignore, no need sign & return documents? Thank you so much. |
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Joelton
Supreme |
01-Jun-2023 08:39
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Golden Energy&rsquo s independent financial adviser hits back at Sias&rsquo recommendation to reject exit offer
SINGAPORE - W Capital, the independent financial adviser (IFA) in the exit offer for Golden Energy and Resources (Gear), has hit back at criticisms of its opinion by the Securities Investors Association (Singapore), or Sias, and a senior correspondent of The Business Times.
In two separate statements, the IFA laid out explanations for its approach to valuing the shares of Golden Energy Mines (Gem), its valuation methodologies for the exit offer and its opinion.
Gear shareholders are to vote on two resolutions &ndash a distribution in-specie of Gem shares and an exit offer of cash for Gear shares.
In valuing the Gem shares, W Capital said that the trading liquidity for the shares in the past 12 months had been low, with its average daily trading volume of 127,500 shares representing 0.029 per cent of the free float.
The IFA was thus of the view that the market prices of Gem shares may not necessarily serve as a meaningful reference point or indication of fair value.
The low free float and liquidity of the shares led the IFA to adopt the market approach to value Gem shares based on the enterprise value (EV) to earnings before interest, depreciation and amortisation (Ebitda) multiples of selected comparable companies.
EV to Ebitda is a financial metric used to evaluate the value of a company compared with its earnings.
W Capital also offered explanations for its valuation methodologies for assessing the distribution and exit offer. It said Sias&rsquo allegation that the IFA had over-emphasised EV to Ebitda to set a lower bound &ndash was &ldquo grossly inaccurate&rdquo .
Sias had questioned the valuation methodology adopted by the IFA on the grounds that it was too generalised for the comparable companies.
Mr Wayne Lee, the chairman and chief executive of W Capital, said the methodology it used &ldquo is one of the most commonly used and acceptable valuation methodologies&rdquo , and &ldquo the most appropriate approach to be adopted in arriving at the estimated range of values of the shares&rdquo .
The reason for not including the entire list of Indonesian comparable companies for the Gem comparable-companies list was to prevent a skewing towards listed Indonesian thermal coal producers&rsquo trading multiple. Instead, the IFA wanted a more comprehensive list of Singapore-listed, Australia-listed and Indonesia-listed thermal and metallurgical coal mining companies to better reflect Gear&rsquo s business profile.
W Capital also hit back at Sias&rsquo allegation that it conflated the distribution and the exit offer. The IFA cited the letter from the Singapore Exchange, which required W Capital&rsquo s opinion to state whether the distribution and exit offer, when taken together as a single transaction, were fair and reasonable.
&ldquo The IFA letter, as contained in the circular, complies with SGX-ST&rsquo s (Singapore Exchange Securities Trading&rsquo s) directions, and there has therefore been no deliberate attempt to conflate the two corporate actions as alleged,&rdquo said Mr Lee.
The IFA acknowledges that no single method of valuation will be met with universal acceptance and humbly respects differences in views and opinions.
&ldquo The board of W Capital Markets would like to put on record that we have always been mindful and use our best endeavours to ensure that we exercise due care, skill and professional judgment in all advisory engagements, and we firmly believe that our IFA opinion in respect of the proposed distribution and exit offer is supported by reasonable grounds and assumptions,&rdquo he added.
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ysh2006
Supreme |
01-Jun-2023 06:51
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If reject the offer need to wait for years to have another offer how ? Many guru said market going to crash soon .....I think fair or not is ownself decide and at what price we buy lah...if those buy at 30-50c can consider good price lah.. | ||||
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Catrade
Master |
31-May-2023 21:25
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Today BB spent abt $3.77m shorting 3.98m Golden Energy shares at 94.5c/pc near to the closing bell. I wonder who r the Sellers n Buyers? Is this got to do with the recent Business Times analyst n SIAS rebuttals of the IFA term of " Fair & Reasonable" on the low ball offer of GEAR and also the " Interconditional Resolutions" of GEMS Distribution & Exit offer of 18.1c? I' m looking forwards to what SGX_RegCo think?
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Joelton
Supreme |
31-May-2023 10:15
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Sias recommends Golden Energy and Resources shareholders reject exit offer
THE Securities Investors Association (Singapore) or Sias, is recommending Golden Energy and Resources (Gear) minority shareholders reject the exit offer by the controlling shareholders.
Minority shareholders have been asked to accept the distribution in-specie of Gear&rsquo s Gem stake and the cash alternative at S$0.792 per Gear share.
In an e-mail to Gear&rsquo s board of directors, David Gerald, president of Sias, said that the independent financial adviser (IFA) had conflated the two corporate actions of the exit offer and the distribution of Golden Energy Mines (Gem) shares. This was despite the issue being highlighted as a concern in a press statement by Sias after meeting Gear representatives.
Gear&rsquo s offeror, Duchess Avenue &ndash a company linked to the Widjaja family &ndash has offered S$0.181 per share, with the offer linked to the distribution in-specie of Gear&rsquo s Gem stake. The IFA, W Capital Markets, issued a &ldquo fair and reasonable&rdquo opinion on the delisting proposal.
Gerald wrote: &ldquo Clearly, SGX RegCo&rsquo s reminder to the IFA regarding the utilisation of appropriate valuation methodologies and the necessity for analysis supported by reasonable grounds and assumptions capable of withstanding scrutiny has seemingly fallen on deaf ears.&rdquo
Referencing Monday&rsquo s (May 29) edition of the Mark to Market column in The Business Times,(&ldquo Golden Energy&rsquo s delisting: IFA opinion is faulty&rdquo ), Sias said that it has from the onset cautioned the IFA against conflating the two corporate actions. In the column, senior correspondent Ben Paul had pointed out that the IFA has reduced the value of the Gems distribution by as much as 42 per cent from 6,500 rupiah (S$0.58) to between 3,773 and 4,277 rupiah.
Subsequently, the IFA&rsquo s sum of the parts analysis for Gear was reduced to S$1.041 from S$1.104.
Sias questioned the new valuation metric introduced by the IFA, enterprise value (EV) to trailing 12-month (TTM) earnings before interest, taxes, depreciation and amortisation (Ebitda). This approach generalises companies that are too different, especially one going private with no future price discovery.
The inclusion of a 0.44 EV/TTM Ebitda Indonesian company as comparable to Gear was also questioned by Sias. The company is only a fifth of Gear&rsquo s size, and its selection lowered the EV/TTM Ebitda ratio.
There are a number of questions Sias has for the IFA, such as: How were the TTM Ebitda metric calculated, and was it from audited results? How does the market capitalisation of the selected companies, which ranged from US$354 million to US$6 billion, impact the multiple?
&ldquo There are simply too many judgement calls made that only prompts further questioning of the IFA&rsquo s approach,&rdquo said Gerald.
While Sias acknowledged that there are many ways to value companies and there is no single method that is universally accepted, it noted that the IFA has heavily emphasised the EV/TTM Ebitda metric, leading to a lower bound.
The opinion of the IFA does not withstand scrutiny nor meet the expectations set by SGX RegCo, said Sias. It called on the IFA to incorporate more valuation methodologies in its analysis and justify any judgement calls in the process.
Sias is urging the minority shareholders to make their voices heard by making their vote count. The resolutions require 75 per cent approval from minority shareholders. But the resolutions are inter-conditional.
&ldquo Should minority shareholders reject the exit offer, Gear will remain on SGX holding on to its valuable Stanmore stake along with Gems. After months of hard work, shareholders go back to square one,&rdquo said Gerald.
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wehuattogether88
Supreme |
31-May-2023 09:08
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Will reject exit offer. | ||||
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Everyday
Master |
31-May-2023 07:26
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Sias recommends Golden Energy and Resources shareholders reject exit offerTUE, MAY 30, 2023 - 07:28 PM
UPDATED TUE, MAY 30, 2023 - 10:38 PM
David Gerald, president of Sias, says that the IFA has conflated the two corporate actions of the exit offer and the distribution of Golden Energy Mines shares to the detriment of minority shareholders.
PHOTO: BT FILE
THE Securities Investors Association (Singapore) or Sias, is recommending that Golden Energy and Resources (Gear) minority shareholders reject the exit offer by the controlling shareholders. Minority shareholders have been asked to accept the distribution in-specie of Gear&rsquo s Gem stake and the cash alternative at S$0.792 per Gear share. In an e-mail to Gear&rsquo s board of directors, David Gerald, president of Sias, said that the independent financial adviser (IFA) had conflated the two corporate actions of the exit offer and the distribution of Golden Energy Mines (Gem) shares. This was despite the issue being highlighted as a concern in a press statement by Sias after meeting Gear representatives. Gear&rsquo s offeror, Duchess Avenue &ndash a company linked to the Widjaja family &ndash has offered S$0.181 per share, with the offer linked to the distribution in-specie of Gear&rsquo s Gem stake. The IFA, W Capital Markets, issued a &ldquo fair and reasonable&rdquo opinion on the delisting proposal. Gerald wrote: &ldquo Clearly, SGX RegCo&rsquo s reminder to the IFA regarding the utilisation of appropriate valuation methodologies and the necessity for analysis supported by reasonable grounds and assumptions capable of withstanding scrutiny has seemingly fallen on deaf ears.&rdquo Referencing Monday&rsquo s (May 29) edition of the Mark to Market column in The Business Times, (&ldquo Golden Energy&rsquo s delisting: IFA opinion is faulty&rdquo ), Sias said that it has from the onset cautioned the IFA against conflating the two corporate actions. In the column, senior correspondent Ben Paul had pointed out that the IFA has reduced the value of the Gems distribution in its model by as much as 42 per cent from 6,500 rupiah (S$0.58) to between 3,773 and 4,277 rupiah. |
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fruitfulness
Senior |
30-May-2023 23:34
Yells: "May the Lord God establish the works of my hands!" |
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There is still time for a revision to the Revised Exit Offer Price of $0.181 for each Offer Share. Will Duchess Avenue Pte Ltd, on behalf of the Widjajas, kindly heed the shareholder dissatisfaction and make a final adjustment (e.g. another 15% raise of total offer of $0.973 to $1.11 per Golden Energy share) before the EGM vote. And mail us a new set of forms containing the revised price. Afterall, the deadline for the form submission is mid Aug 2023. | ||||
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