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VOTE NO
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BillionX
Senior |
10-May-2018 19:03
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SGX has done the right thing. Fincanteri/Vard to correct errors in offer document and to hold another EGM . An appeal to all those shareholders who have accepted the riduculous price of $0.25 YOU CAN NOW WITHDRAW YOUR ACCEPTANCE. Please do so and attend the next EGM(to be announced) and VOTE NO TO THE DELISTING). W e need all the votes to stop this delisting. So please attend the EGM. |
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guards80
Supreme |
10-May-2018 18:01
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Vard: General Announcement :: JOINT ANNOUNCEMENT- PROPOSED VOLUNTARY DELISTING, VARD HOLDINGS LIMITED SGX' S REVIEW RELATING TO EGM10 May 2018 17:59
General Announcement :: JOINT ANNOUNCEMENT- PROPOSED VOLUNTARY DELISTING, VARD HOLDINGS LIMITED SGX' S REVIEW RELATING TO EGM http://repository.shareinvestor.com/rpt_view.pl/id/736200.1/type/sgxnet/original_filename/1 |
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BillionX
Senior |
10-May-2018 10:55
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SGX do the right thing. Instruct Fincanteri to hold another EGM.Allow the media and SGX officers to attend .Let the minority shareholders who missed out the last time decide if they want to delist the company.This is a win-win outcome for all concern. |
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guards80
Supreme |
10-May-2018 07:38
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Vard: Request for Trading Halt :: Extension of Trading Halt Keep extension halt? Just suspension lar |
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subaru
Senior |
09-May-2018 18:42
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Can the delist go on with still more than 10% of free float? |
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katak88
Master |
08-May-2018 10:05
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VARD HOLDINGS LIMITED Request for Trading Halt 08-May-2018 07:32:40 Extension of Trading Halt Pending release of announcement, the Company has sought and obtained the SGX' s approval for an extension of trading halt by an additional two market days until the end of Wednesday, 9 May 2018. |
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katak88
Master |
08-May-2018 09:51
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Roles of independent directors, auditors back in spotlightControversies at Midas and Vard have investors demanding answers and lobbying authorities for a revision of takeover rules
MON, MAY 07, 2018 - 5:50 AM RECENT corporate controversies have again put the role of independent directors in the spotlight. The quality of book-keeping by auditors has also come under criticism by minority shareholders left bruised from allegations of fraud. Last week, Midas Holdings, once a billion-dollar market capitalisation company, told shareholders that it could be insolvent within the next month if creditors push the rail-part maker towards liquidation. Its share price last traded at around 19 Singapore cents, a far cry from the S$2 plus during its heyday. The company is now being investigated in Singapore and China for fraud. It has also been slapped with law suits filed in China over unauthorised loans by its former chairman Chen Wei Ping, and guarantees involving its Chinese subsidiaries. What shocked investors was that Midas' cash holdings now stand at about S$700,000 (before legal fees and salaries due) compared to the one billion yuan (S$209 million) reflected in the audited results for the year ended Dec 31, 2016. Where did the money go? Did it even exist? Investors are demanding answers from auditors and past independent directors - gatekeepers who are supposed to provide the moral compass for an effective board. What were they doing that allowed, not one, but multiple fraudulent acts to go undetected? How could the auditors, who had conducted the due diligence, give their positive verifications of bank statements? What about the audited results, which investors trusted and relied on to make their investment calls? Where was the accountability? Midas blamed the sorry state of affairs on the lack of control over one of the two jurisdictions that the company operates in, that is, China. Auditors Mazars claimed that they had done their audits based on required audit procedures, but they too had been deceived. On Friday, Mazars said that its auditors' reports issued for 2012, 2013, 2014, 2015 and 2016 may no longer be relied upon. Unhappy shareholders Over at shipbuilder Vard Holdings, the takeover target by Italy' s Fincantieri O& G, were more unhappy shareholders. Its extraordinary general meeting (EGM) calling for its delisting plans resurrected concerns over the concept of " independence" . Vard insisted that its chief executive officer, Roy Reite, qualifies as an independent director to advise on the planned delisting and exit offer. It said that the " mere fact that Mr Reite has been in the company' s employment for a long period of time or that the company is a subsidiary of Fincantieri Oil & Gas SpA does not, in and of itself, mean that Mr Reite faces an irreconcilable conflict of interest" . Minority shareholders disagree. Mr Reite could not reply to shareholders' queries on why he felt investors should now sell at 25 Singapore cents a share when he previously rejected Fincantieri' s offer at S$1.22 a share back in 2013 as inadequate, and recommended that shareholders hold on for a better price. Aggrieved shareholders are lobbying authorities for a revision of the takeover rules, requiring parties with commanding stakes to abstain from voting at the EGM. At the end of the EGM, Vard declared the delisting resolution passed with 96.54 per cent for and 3.46 per cent against. The 982.67 million " yes" votes equate to Fincantieri' s stake as at the middle of last week before the EGM. The 35.19 million " against" votes cast represented 100 per cent of the minorities who managed to vote, and 18 per cent of the remaining free float. " If this were a Hong Kong company, it would remain listed," investor Apollo Investment Management commented on what it called a forced and unfair delisting. Minority shareholders are protesting that the independent directors in these two cases should have done better. A more active role In the case of Midas, independent directors should have taken a more active role in the prevention and deterrence of fraud, as well as ensuring regulatory compliance. They should have constantly challenged management and auditors to ensure appropriate anti-fraud programmes and controls are in place and that investigations are undertaken promptly. It can be argued that auditors visit their clients' premises usually only twice a year - to perform an interim audit, and then a final one. On these occasions, audit staff operate under tight time and budgetary constraints. Equally, independent directors don' t work at the company, and it may not be fair to expect them to know the nuts and bolts of company operations. Still, given that it is almost impossible for auditors to detect wrongdoing if there is collusion between key functions, and any fraud can pass undetected, it is even more crucial that independent directors ask the right questions. It is shocking that Mazar could not even verify simple bank balances - something sacrosanct in auditing, shareholders bemoaned. In the case of Vard' s delisting, independent directors should have demanded from the independent financial adviser hard valuations, taking into account the company' s future earnings potential, and the improved conditions in the market it operates in. That would have been more meaningful than a list of threats a delisting may have on the stock price and liquidity. https://www.businesstimes.com.sg/companies-markets/roles-of-independent-directors-auditors-back-in-spotlight |
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BillionX
Senior |
03-May-2018 14:14
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Hi,hold on to your precious asset until there is clarity from SGX. Moreover, if another EGM is called ,go attend and vote NO TO THE DELISTING.Your Vard shares are worth more than $0.25 which is what Fincanteri the unscrupulous corporate raider wants to pay you.So do not accept this ridulous price ItI is an INSULT TO YOUR INTELLIGENCE. |
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kamyip
Member |
03-May-2018 13:40
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What about the due date for the share buyback offer? |
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cumulus
Member |
03-May-2018 09:02
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Please take note that Vard has made a correction to their earlier statement and now says: In light of the SGX-ST undertaking a review to determine whether Shareholders&rsquo approval for the Delisting Resolution has been properly obtained, which may affect the satisfaction of the Conditions, and upon consultation by the Offeror with the Securities Industry Council of Singapore, Citigroup wishes to state, for and on behalf of the Offeror, that contrary to the Unconditional Announcement and pending the outcome of the SGX-ST&rsquo s review, the Exit Offer has not become and is not declared to be unconditional in all respects as at the date of the Unconditional Announcement. For the avoidance of doubt, acceptances which have been tendered in respect of the Exit Offer will not be settled until the Exit Offer becomes or is declared to be unconditional in all respects in accordance with its terms. The full announcement can be found here and was posted on SGX last night. http://infopub.sgx.com/FileOpen/Correction%20Announcement_020518.ashx?App=Announcement& FileID=502892 Please DO NOT tender your shares for now. Wait for SGX' s ruling on the validity of the EGM first. |
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katak88
Master |
02-May-2018 10:13
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SGX to review how Vard' s delisting EGM was handledIt will look into complaints of errors in the circular to shareholders and allegations of improper voting poll conducted
http://www.businesstimes.com.sg/companies-markets/sgx-to-review-how-vards-delisting-egm-was-handled |
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granto
Master |
30-Apr-2018 12:36
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Vard to build cable lay vessel for Prysmian Group https://splash247.com/vard-build-cable-lay-vessel-prysmian-group/ |
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SmallSmall
Supreme |
30-Apr-2018 12:08
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Halted ! |
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katak88
Master |
29-Apr-2018 19:47
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Vard Secures Contract For One Cable Laying Vessel For Prysmian Group
Apr 29, 2018
Singapore, 29 April 2018 &ndash Vard Holdings Limited (&ldquo VARD&rdquo or the &ldquo Company&rdquo ), one of the major global designers and shipbuilders of offshore and specialized vessels, is pleased to announce that it has been selected by Prysmian Group (&ldquo Prysmian&rdquo ) for the design and construction of one cable laying vessel. The contract value, including owner supplied special equipment, amounts to approximately &euro 170 million (approximately NOK 1.6 billion). The specialized vessel for advanced subsea operations, is intended to be the most capable cable layer in its market, featuring deep water installation capabilities for depths of more than 2,000 meters and high cable loading capacity in large cable rotating platforms. The cable layer is developed to perform complex installation operations, supported by a variety of burial systems, including heavy duty ploughs, and state-of-the-art positioning and seakeeping systems, coupled with a reduced environmental footprint. With a length of 172 meters, and a beam of 34 meters, the vessel will be able to accommodate a crew of 120 persons. Mr. Roy Reite, CEO and Executive Director of VARD, commented: &ldquo It is an honor to welcome Prysmian Group to VARD. Our broad experience in the design and construction of several cable layers and other specialized vessels over the years, combined with Prysmian&rsquo s know-how and established experience in advanced submarine cable operations, have been of high value in the development process. We look forward to building this cutting-edge cable layer in close cooperation with our new customer.&rdquo The cable layer is designed by Vard Design in Å lesund, Norway. VARD and Prysmian are currently completing the vessel&rsquo s design and according to contract activation scheme the commencement of construction phase is foreseen by end 2018. The vessel is scheduled for delivery from Vard Brattvaag in Norway, in 4Q 2020. The hull will be built at Vard Tulcea in Romania. Several of the Group&rsquo s specialized subsidiaries are also involved in the project through deliveries of equipment and solutions. Mr. Giuseppe Coronella, Chairman of Vard Holdings Limited, commented: " We are proud to have been chosen by Prysmian to contribute to their development plans bringing to life this advanced vessel which will unquestionably make the difference in the deep water cable laying market." Mr. Massimo Battaini, Prysmian Group SVP Business Energy Project, commented: &ldquo This new strategic asset will consolidate Prysmian Group&rsquo s leadership in the submarine cable industry, by bolstering turnkey approach, under which we deliver end-to-end EPCI projects, from engineering, manufacturing and installation to full monitoring and diagnostic services.&rdquo Prysmian Group is world leader in the energy and telecom cable systems industry. With almost 140 years of experience, sales of about &euro 7.9 billion in 2017, over 21,000 employees across 50 countries and 82 plants, the Group is strongly positioned in high-tech markets and offers the widest possible range of products, services, technologies and know-how. It operates in the businesses of underground and submarine cables and systems for power transmission and distribution, of special cables for applications in many different industries and of medium and low voltage cables for the construction and infrastructure sectors. For the telecommunications industry, the Group manufactures cables and accessories for voice, video and data transmission, offering a comprehensive range of optical fibers, optical and copper cables and connectivity systems. Prysmian is a public company, listed on the Italian Stock Exchange in the FTSE MIB index. www.prysmiangroup.com The customer has the right to terminate the contract without cause against paying an agreed compensation. The contract has been entered into in the ordinary course of business of the Company. It is not expected to have any material impact on the earnings per share or the net tangible assets per share of the Company for the current financial year. None of the Directors or the controlling shareholders of the Company have any interest, direct or indirect, in the above contract. &ndash Ends &ndash |
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katak88
Master |
27-Apr-2018 14:35
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Will VARD minority shareholders turn up in force to stop the company&rsquo s delisting?By: Jeffrey Tan
SINGAPORE (Apr 27): S Nallakaruppan owns 220,800 shares in shipbuilder VARD Holdings and plans to vote against the resolution to delist the company at its extraordinary general meeting (EGM) scheduled for April 30. But he knows there is very little chance of blocking the resolution. As at April 25, Fincantieri Oil & Gas, the controlling shareholder of VARD, had already amassed 982.7 million shares in the company, representing an 83.28% stake, which is more than the 75% required to pass the resolution. And, the Singapore Exchange says it has &ldquo no objection&rdquo to the delisting proposal. The only way the resolution can be blocked now is if shares representing at least a 10% stake in VARD vote against it. That is equivalent to 118 million shares. The two largest registered shareholders of VARD after Fincantieri O& G are MVN Asset Management and Third Avenue Management, which hold 30 million shares (2.54% stake) and 14.3 million shares (1.21% stake) respectively. &ldquo [Fincantieri O& G] knows there is no way we can gather 118 million shares. A lot of the shares are in CPF. It is cumbersome for them to vote. They know all these issues,&rdquo Nallakaruppan tells The Edge Singapore over the phone. But that has not stopped individual investors like him from seeking out one another and working together to make their plight known in the hope of getting the authorities to look into the process of privatisations and delistings. &ldquo We just want to tug [at] the heartstrings of the people. Is this really fair to the minority shareholders? It is not fair play.&rdquo 
As part of the delisting exercise, Fincantieri O& G &mdash a subsidiary of Italy-listed shipbuilder Fincantieri &mdash is making an exit offer for all the shares in VARD it does not already own at 25 cents each. In 2016, it made a voluntary unconditional general offer for VARD, at 24 cents a share. When the offer closed then, it held 74.45% of VARD. Fincantieri O& G first appeared on the scene in 2012, when it agreed to acquire a 50.75% stake in VARD from STX Europe at $1.22 a share. VARD was known as STX OSV Holdings at the time. A mandatory unconditional cash offer at $1.22 a share was extended to all other shareholders at the time, but was spurned by the company&rsquo s independent directors. Investors such as Nallakaruppan are disappointed that the exit offer is only one cent more than what Fincantieri O& G was willing to pay in 2016, when the offshore and marine sector was in a deep slump. CIMB Bank, which was appointed the independent financial adviser, deems the exit offer price to be &ldquo not fair but reasonable&rdquo to minority shareholders. CIMB points out that the offer price is 14.9% less than VARD&rsquo s net asset value per share of 29.4 cents as at Dec 31, 2017. The premium of the offer price to VARD&rsquo s market price at the time of the announcement was also &ldquo significantly lower&rdquo than that of other takeover offers for Singapore-listed companies, according to CIMB. Furthermore, minority shareholders of VARD would miss out on the turnaround in financial performance that appears to be unfolding at the company if they accept the exit offer. CIMB notes that VARD&rsquo s revenue and earnings before interest, tax, depreciation and amortisation have improved in FY2017 ended Dec 31. CIMB says VARD has successfully diversified into new fields, such as building vessels for exploration cruises, fishing and aquaculture. When VARD was listed, its business was largely building offshore support vessels for the oil and gas sector. Yet, in the current circumstances, CIMB sees little reason for minority investors to hold on to their shares in VARD. CIMB says Fincantieri O& G has a commanding stake in VARD, which gives it statutory control of the company, with the ability to pass resolutions on pretty much all matters. CIMB also says VARD has paid no dividends since 2012, adding that there is no assurance that dividends will be paid in the future. Moreover, it is likely that Fincantieri O& G&rsquo s purchase of VARD shares in the market and its exit offer are supporting VARD&rsquo s current stock price, CIMB says. &ldquo Accordingly, we advise the independent directors to recommend that shareholders either accept the exit offer or sell their shares on the open market if they can obtain a price equal to or higher than the exit offer price (after deducting related transaction expenses) in the event that the delisting resolution is passed and they do not intend or are not prepared to hold unlisted shares,&rdquo CIMB says in the VARD circular to shareholders. Minority action Now, Nallakaruppan and many other minority shareholders of VARD have joined a Telegram chat group to organise a resistance movement. As at April 25, the group had a list of 137 shareholders, representing 0.7% of the total shareholding in VARD. One of their key priorities over the past week was to gather proxy votes against the delisting resolution within the relatively short notice period that was given for an EGM. The date of the EGM was announced only on April 13, leaving just over two weeks for them to coordinate with one another. &ldquo We met up yesterday [April 22]. A lot of them, poor guys, come to file their proxy forms. They can&rsquo t attend the meeting. We met at Raffles place at the coffee house,&rdquo Nallakaruppan says. To be clear, the proposal to delist VARD has not actually breached any rules currently in force to protect minority investors. Indeed, that is the advice that some members of the Telegram chat group have been given. Yet, many of them feel they are being treated unjustly. &ldquo Nobody protects the rights of minority shareholders. Their rights are trampled [on] right, left and centre,&rdquo Nallakaruppan grumbles. So, what action can these disgruntled shareholders take? One option is to file for protection under Section 216 of the Companies Act by demonstrating unfairness of the takeover. Nallakaruppan says, however, that such legal action is unfeasible because of the costs it would entail. Farhana Siddiqui, a partner at legal firm Withers KhattarWong, says, &ldquo This tool is unlikely to be effective for shareholders in a public-listed company, given that they have the option of selling in the market.&rdquo While it will not help their particular case, the minority investors of VARD could also lobby the authorities for a revision of the takeover rules. In particular, the authorities could require parties with commanding stakes to abstain from voting at the EGM. &ldquo Perhaps the threshold should be 80% or more to enable shareholders to allow minorities in danger of actually being excluded from actively voicing their views,&rdquo says Siddiqui, conceding that it would take a long time for such new rules to be introduced. Mak Yuen Teen, associate professor of accounting and co-director of the Corporate Governance and Financial Reporting Centre at the National University of Singapore Business School, says Singapore &ldquo urgently&rdquo needs to re-examine the existing system and how to better protect minority shareholders. &ldquo Unfor tunately, there is little that minority shareholders can do in this situation in Singapore. Access to justice for minority shareholders is poor in Singapore, as there is no contingency fee-based class action, making legal action [for minority oppression] costly,&rdquo Mak says. He suggests that minority shareholders be allowed to sue at little or no upfront cost, similar to the US system or the modified UK system of contingency fee-based class action. Regulators could also sue on their behalf, he adds. Mak goes on to say that regulators need to be more proactive and nimble in their efforts to protect minority shareholders. &ldquo Even in cases where no clear rules may be broken, regulators should be more proactive in expressing their displeasure at actions that are clearly against the spirit of good corporate governance and minority shareholders&rsquo rights,&rdquo he says. Of course, major shareholders have rights too, Mak acknowledges. &ldquo As a matter of principle, we should have a system that fairly balances the rights of different shareholders, including minority and major shareholders. So, we don&rsquo t want a system that allows controlling shareholders to trample over the rights of minority shareholders. But, at the same time, we don&rsquo t want a small group of minority shareholders [to] hold a company and its controlling shareholders hostage or have a tyranny of the minority.&rdquo Riding the industry upturn The takeover attempt of VARD by Fincantieri O& G is perhaps not surprising. As crude oil prices are firming up, the company is poised to ride the upturn in the offshore and marine industry. In addition, the company has diversified into building car and passenger ferries, fishing vessels, expedition cruise vessels, a research expedition vessel, freight-and-service vessels and offshore fish farming operation platforms. At as Dec 31, 2017, VARD had an order book worth NOK13.23 billion ($2.2 billion) compared with NOK12.65 billion in the year before. This comprised 48 vessels, of which 37 will be of VARD&rsquo s own design. VARD says it expects to deliver 32 vessels in FY2018 ending Dec 31, 15 vessels in FY2019 and the remaining vessels in FY2020. For FY2017, VARD reported an 8.9% y-o-y rise in revenue to NOK8.6 billion, while losses widened to NOK233 million from NOK163 million a year ago. &ldquo VARD is well positioned in the growing expedition cruise vessel market. In fisheries and aquaculture, the group is strengthening its market position through valuable cooperation with clients. The offshore market is still considered challenging, but there are positive signs of recovery in the medium to long term in the broader oil and gas industry. However, risks are still inherent in the group&rsquo s existing offshore project portfolio. The group postponed delivery of some projects amid ongoing financial restructurings of clients in the offshore segment,&rdquo the company says in the circular to shareholders. VARD has not reported its financial results for 1QFY2018 ended March 31. It is unclear whether it will do so before the EGM on April 30. A strong earnings report for the quarter might well incentivise more minority investors to attend the meeting, and vote to maintain the company&rsquo s listing. This article appears in Issue 828 (Apr 30) of The Edge Singapore which is on sale now . . https://www.theedgesingapore.com/will-vard-minority-shareholders-turn-force-stop-company%E2%80%99s-delisting |
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rabbitfoot
Master |
27-Apr-2018 13:05
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i' m taking leave to attend the egm, anyone going ? |
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Sgvale
Supreme |
27-Apr-2018 12:33
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List at $1+. Reached $1+ then can release you to deist. |
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BillionX
Senior |
27-Apr-2018 12:11
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Another sad episode for retail investors. Wondering what SGX and its many committees are doing to protect small retail investors who will see their hard earned income and CPF investment dissipated by BIG BULLY CORPORATION such as VARD/FINCANTERI. |
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katak88
Master |
26-Apr-2018 19:20
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Sias urges Vard minority shareholders to show up at EGM and vote on proposed delistingTHU, APR 26, 2018 - 12:55 PMTHE SECURITIES Investors Association (Singapore) on Thursday urged minority shareholders of Vard Holdings to turn up at the company' s upcoming general meeting, saying that those who want to block a delisting resolution can still do so if enough of them vote against it. " Sias has received feedback from minority shareholders of Vard, their disappointment with respect to the offer by Fincantieri to delist and privatise Vard," the advocacy group commonly known as Sias said in a statement. " The offer of $0.25 per share, shareholders feel, does not reflect the real value of the company and is below net asset value," it added. Vard' s majority shareholder, Fincantieri, put up a bid to privatise the group in a delisting proposal that was announced on Nov 13, 2017.It currently owns about 83 per cent of Vard' s shares. For Vard to remain listed, 10 per cent or more of the total number of shares held by the shareholders will have to vote against the resolution. CIMB, the independent financial advisor appointed by the shipbuilder' s independent directors, said in a report on April 13 that the offer is " not fair but reasonable" . Its advice to Vard' s independent directors was to recommend that shareholders accept the exit offer or sell their shares on the open market. The recommendation was accepted by the independent directors. Vard' s extraordinary general meeting will be held on April 30 at 1pm. Its shares were trading at S$0.25 as of 1.24pm. http://www.businesstimes.com.sg/companies-markets/sias-urges-vard-minority-shareholders-to-show-up-at-egm-and-vote-on-proposed |
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BillionX
Senior |
24-Apr-2018 14:58
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A call to all retail investors who own shares in Vard.Please attend the comimg EGM and vote NO to the proposed delisting of Vard. The reason is very straight forward. Vard is worth more than $0.25 the price offerred by the acquirer, Fincanteri. The more compelling reason is that the ship building and the oil and gas businesses are turning around as evident in Vard winning many new contracts and the company will be reporting better financial results SOON. Therefore to sell your shares now to Fincanteri is not sensible and giving away your hard earned asset. I say keep your shares and DO NOT SELL and you will reap the profits of your investment fairely soon.SO let repeat DO NOT SELL and attend the coming EGM to vote NO TO THE DELISTING. Thank you for your attention and attendence. |
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