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Sias, has asked the directors of Vard Holdings to explain their independence in the spirit of the governance rules, and called on parent company Fincantieri to better its delisting offer.
https://www.businesstimes.com.sg/companies-markets/sias-urges-vard-directors-to-explain-independence-and-fincantieri-to-up-delisting
https://www.businesstimes.com.sg/companies-markets/sias-urges-vard-directors-to-explain-independence-and-fincantieri-to-up-delisting
| Press Statement: SIAS calls on directors to declare independence and Fincantieri to improve its offer |
| Date: 15 May 2018 | |
|
SIAS welcomes SGX Regco&rsquo s decision to require Vard to convene another EGM and to correct the irregularities in Delisting Circular following the botched EGM for the delisting of Vard held on 30 April. This historic action by SGX Regco highlights the importance of protecting minority interests as Fincantieri, the offeror already has over 83% control of the shares. While the company and its advisors highlight that the impact of the inaccurate independent financial advisor&rsquo s (IFA&rsquo s) report would not change their recommendation, due process must be adhered to and the interests of minority shareholders cannot be dismissed. SIAS notes that SGX RegCo has required an updated IFA Letter and has called on the IFA to take into account the latest developments of the Company. However, many minority shareholders have expressed their unhappiness to SIAS as they are of view that the earlier IFA recommendation on the offer as &ldquo not fair but reasonable&rdquo is a misnomer and assert that an offer that is &ldquo not fair&rdquo cannot be &ldquo reasonable&rdquo , especially when factors accessed by the IFA shareholder assert, are the result of the very actions of the offeror. Shareholders feel that the recommendation may be incongruous, currently the rules allow for such a recommendation to be made. Nevertheless, since the IFA&rsquo s view is &ldquo not fair&rdquo , shareholders always have the right to reject the offer. In addition, minority shareholders have questioned the independence of the directors, specifically the independence of Mr Roy Reite, who is the Executive Director and CEO of Vard, which is a subsidiary of Fincantieri since January 2013. While the company has cited the recommendations do not contravene the Singapore Code on Takeovers and Mergers, SIAS is of the view that greater transparency, accountability and disclosure is required. As such SIAS calls on each director to disclose and state their rationale as to how each director is deemed independent or not, according to the spirit of the law and not the letter, in proposing the offer. Many minority shareholders are sitting on shares that were purchased above the offer price. In the interest of moving from this deadlock with minority shareholders, coupled with the costs of maintaining Vard&rsquo s listing, SIAS calls on Fincantieri to better the offer so that it will be a win-win situation for all stakeholders. Otherwise the shareholders may not be inclined to accept the offer. With many questions raised by minority shareholders regarding Vard&rsquo s delisting proposal, SIAS calls on the company to engage with shareholders on their issues. Shareholders can register their interest at [email protected] with their contact details and particulars to be advised of any upcoming discussions. David Gerald Founder, President & CEO Securities Investors Association (Singapore) |
SIAS in a press release today stated that Fincantieri offer exit price of 0.25 should be increased and the management should abstain from voting.For more information go to SIAS website to read the full text.
Thank you. If all of us vote no at least we have a chance to stop this unfaire delisting.
I will send the proxy form to vote NO.
Hi Kamyip, the new set of documents will be send to you so look out in the mail. Would you be interested in joining us at the app Telegram where likeminded Vard shareholders devise a plan to derail the delisting .You can download the app free on apple and/or androit. Good luck.
may I know when is the next EGM. I wish to attend and say NO too.
A reminder to all Vard shareholders. If you have accepted the offer of 0.25 YOU CAN NOW WITHDRAW YOUR ACCEPTANCE. If you use CPF to buy your shares you can also WITHDRAW YOUR ACCEPTANCE. After you have withdrawn your acceptance you can attend the next EGM . Please go attend the EGM and VOTE NO to the delisting. Your vote will go a long way to STOP VARD FROM BEING DELISTED. Remember every vote counts. Let' s do it and prevent your hard earned income and retirement savings (CPF) from being robbed by Fincanteri. Please pass this information to your friends if they are also Vard shareholders. Thank you. PS: In the meantime do not sell your shares. Your Vard shares are worth more than $0.25 .
What can you do with $0.25 cents in Singapore? NOT MUCH I hear you say. . But do you know that this is the amount Fincanteri wants to pay you for your Vard share. To add further insult to injury Fincanteri wants to delist Vard knowing that they have 80% of the company. DO you think we should allow this to happen. Imagine your hard earned income and your retirement income(CPF) will be wiped out through this unjust and unfair method. Just as when Vard is winning new contracts and improved earnings, Fincanteri/Vard management thinks they should delist the company from SGX denying you and the many thousands of minority shareholders a share in the company profit. Well, you can do something about it. You can vote to deny them of their wicked intentions. You can do the following: (1) If you have already accepted the offer YOU SHOULD NOW WITHDRAW THE ACCEPTANCE (after you have withdrawn you can attend the next egm to vote NO) (2) I f you have not accepted the offer ATTEND THE NEXT EGM AND VOTE NO TO THE PROPOSED DELISTING. Remember every vote counts. Strength in numbers. LET' S DO IT. WE CAN DO IT.