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Hyflux
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Stephenchow
Veteran |
27-Mar-2019 05:57
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Latest update from SGX site:- Updates on the Reorganisation Process The Investor has, on 13 March 2019, asserted to the Company that it will continue to comply with its obligations under the Restructuring Agreement and expects the Company to do the same. The Investor has also, pursuant to one of the conditions of the Restructuring Agreement, obtained a waiver from the Securities Industry Council (&ldquo SIC&rdquo ) on 25 March 2019 so that it shall not be obliged to, pursuant to or as a result of its investment under the Restructuring Agreement, make a take-over offer under Rule 14 of the Singapore Code on Take-overs and Mergers (subject to certain conditions imposed by the SIC). The Investor has, however, within the same period, also issued the Investor Notices, the contents of which are strenuously disputed by the Company. Separately, citing concerns over working capital requirements post-investment in letters dated 7 March 2019, 13 March 2019 and 26 March 2019, the Investor has asserted that it does not agree to the terms of the Schemes proposed, in particular, the commercial term that an aggregate cash amount of S$272 million (S$271 million to be derived from its intended investment under the Restructuring Agreement and S$1 million from the existing funds of the Company) will be used to fully settle the financial obligations specified in the Restructuring Agreement (and accordingly, that the applicable condition under the Restructuring Agreement will not be satisfied even if the Schemes have been sanctioned). The Company wishes to announce that the commercial terms of how much cash and what portion of equity in the enlarged share capital of the restructured Company would be distributed to the relevant scheme parties were agreed between the Company and the Investor prior to the publication of the Schemes on 16 February 2019. The Schemes scrutinised at the hearing before the High Court of the Republic of Singapore on 21 February 2019 (which the Investor&rsquo s representative attended), when leave was granted to convene the scheme meetings scheduled on 5 April 2019 and 8 April 2019, were premised on these same commercial terms. The revisions to the Hyflux Scheme to accommodate the requests made in the 27 February SIAS Letter as well as amendments to the Other Schemes do not vary these commercial terms. Moreover, while the clarification obtained from the PUB on its intention to elect to purchase only the Desalination Plant if the WPA is terminated and to grant a waiver of any compensation payable by Tuaspring in such event should help alleviate any asserted concerns over working capital requirements post-investment, the Investor has stated that it is not agreeable to varying the Restructuring Agreement, whether to accommodate a termination of the WPA on this basis or otherwise. The Company disagrees with the allegations raised by the Investor in the Investor Notices and in its other correspondence, and has communicated its position to the Investor including as follows: (a) The Company has written to the Investor on 25 March 2019 to refute the Investor Notices. As stated in the 18 March Announcement, the Company, Tuaspring, or any other Key Group Company (as defined under the Restructuring Agreement to include the Company&rsquo s subsidiary for the Magtaa Project) &ldquo ceas[ing] or threaten[ing] to cease for any reason to carry on its business in the usual and ordinary course&rdquo amounts to a Prescribed Occurrence as defined in the Restructuring Agreement. The Company has been advised that no Prescribed Occurrence has arisen as of this date as: (i) In relation to the 1st Investor Notice, the Investor relies on the PUB Notice and the PUB Press Release to assert a Prescribed Occurrence. However, the PUB has not terminated the WPA. Any statement by the PUB that it will terminate the WPA if the defaults are not remedied within the stipulated cure period does not constitute a threat on the part of the Company or Tuaspring to cease its business in the usual and ordinary course. (ii) Likewise, in relation to the 2nd Investor Notice, the Investor relies on the Magtaa Offtakers&rsquo Notice wherein the Magtaa Offtakers (and not Hyflux or its subsidiary for the Magtaa Project) have threatened to terminate the Magtaa WSPA. In this regard, it should be noted that: (1) the Group disputes the defaults asserted in the Magtaa Offtakers&rsquo Notice and the corresponding right to terminate the Magtaa WSPA based on such asserted defaults (2) the Group has been taking active steps to resolve the matters set out in the Magtaa Offtakers&rsquo Notice and (3) the Magtaa Offtakers have not terminated the Magtaa WSPA even though the prescribed remedy period for the asserted defaults under the Magtaa Offtakers&rsquo Notice expired on 8 February 2019. (b) The Company has written to the Investor on 10 March 2019, 13 March 2019, 16 March 2019 and 25 March 2019 to, amongst other things, refute the Investor&rsquo s belated assertion that it has not agreed to the commercial terms of the Schemes, and in particular the aggregate cash amount to be allocated from its investment for the purpose of distribution to the relevant scheme parties. The Company&rsquo s position is that an agreement with the Investor on the commercial terms of the overall cash and equity allocation were reached prior to the publication of the restructuring proposal on 16 February 2019. (c) If PUB were to proceed with a termination of the WPA, the earliest it can possibly exercise its right to do so if the asserted defaults are not remedied is on 6 April 2019 (after the cure period stipulated in the PUB Notice). To exercise its right to terminate the WPA, the PUB will have to provide Tuaspring with thirty (30) days written notice, which means that the WPA can only be terminated on 6 May 2019 at the earliest. Thus, any cessation of Tuaspring&rsquo s business in relation to the WPA, which the Company acknowledges would give rise to a Prescribed Occurrence as defined in the Restructuring Agreement, can only take place after the Long-Stop Date (ie, after the completion date for the investment under the Restructuring Agreement assuming the conditions thereunder are met). The Company has been advised that the Investor cannot rely on the PUB&rsquo s termination of the WPA to lawfully and effectively terminate the Restructuring Agreement prior to the Long-Stop Date. (d) If the Investor nonetheless seeks to wrongfully terminate the Restructuring Agreement (eg, in the absence of a Prescribed Occurrence), the terms of the Restructuring Agreement allow the Company to lay claim to the S$38.9 million deposit (out of the Investor&rsquo s proposed investment) which was placed into escrow shortly after the execution of the Restructuring Agreement. With regard to the 25 March SIAS Letter which seeks a response on whether &ldquo SMI&rsquo s proposal is still on the table and that [SMI] has not given any reason to withdraw from the agreement&rdquo , the Investor has not stated to the Company that it will resile from the Restructuring Agreement and the Company remains of the view that the Investor is obliged to honour its commitment to invest under the Restructuring Agreement. While the recent developments in the reorganisation process inject a measure of uncertainty as to the Investor&rsquo s intentions in relation to the completion of the contemplated investment, the Company has been and will continue to seek to engage the Investor and other key stakeholders to facilitate completion under the Restructuring Agreement, and will provide timely updates in respect of the same. In the meantime, it should be noted that there is no assurance that the proposed investment by the Investor will be completed in the manner contemplated under the Restructuring Agreement or at all. Nevertheless, given that the Restructuring Agreement remains in force, the Company will, as contractually required, continue to use its reasonable endeavours to procure the fulfilment of the necessary conditions in the Restructuring Agreement by the Long Stop-Date. The Restructuring Agreement also remains the best available option for the Company at this time. These conditions include a full and final settlement, discharge and/or redemption of the financial obligations currently forming the subject matter of the relevant Schemes as well as the approval of the investment contemplated under the Restructuring Agreement by the shareholders of the Company voting at an EGM. As such, the Company wishes to announce that it is proceeding with the scheme meetings on 5 April 2019 (for the Hyflux Scheme) and 8 April 2019 (for the Other Schemes) as scheduled. The Company will also proceed with the holding of an EGM on 15 April 2019, and will despatch the requisite circular shortly. Terms of the Proposed Scheme As stated in the 8 March Announcement, the Company agreed to make amendments to  |
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Observers
Elite |
27-Mar-2019 05:41
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If PUB did that, then all businesses will quote a low bid to government contracts. After winning the bid and gaining market share, then cry father cry mother, complain of losses, demand for adjustments. |
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Starship
Supreme |
26-Mar-2019 23:28
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This company should change it' s name to..................  Hi-Flush.............................. ![]() ![]() ![]()
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Bkng595
Member |
26-Mar-2019 22:40
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There are many questions  1. How can they book paper profit from future operation during construction of TS? 2. No $$$ received for the construction, how can they pay div from the paper profit with no $$$? 3. Company alr knew electricity market was bad in 2016, why no write down to TS? 4. TS alr default under pub agreement in 2017, no announcement? Again, no write down? 5. Worst, alr many probs, they still raised funds without disclosing material info? 6. Alr cash probs in 2017, only way out is to sell TS. Again, big fat kosong disclosure? repeat pattern of irresponsibility. BOD sleeping/bochap. Banks bochap. Auditor sleeping....Too bad - bond, note, shareholders etc kana lost $$$..... Now MAS, SGX, CAD, whoever must do their job .......   |
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alexchew
Master |
26-Mar-2019 20:59
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what music do they face? They distribute dividend in specie just months before the collapse... this to me, is a pure divestment of company' s assets.. Not sure if they have already answered this why did they allow the dividend to go through.. Did they know already at that point in time, that hyflux is not going to turn the corner? Did they purposely push the transaction dates earlier? These are answers that should be answered loud and clear, not only by technical justifications.. Must be able to stand up to ethical and moral standards judgement.. That to me, is more important.. Else, have to boycott all companies these BOD are holding positions in.. 
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Goldfinger
Supreme |
26-Mar-2019 20:35
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Agree - game over and time to hold all to account including BOD and CEO if any responsibility.
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sengsk
Elite |
26-Mar-2019 20:31
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Well Said ! I agreed with you. Sometime I feel that some of the peoples wanted to talk like a boss and wanted to behave for others to feel that they are someone " Top Status " but in fact they are just NOTHING !
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Stephenchow
Veteran |
26-Mar-2019 20:28
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Guess any rich man will not buy any haunted house that leaks all night and come with ghosts absolutely free. You won' t know when they will will jump out of the wall, from the mirror, form the toilet bowl, from the bed to frighten you.![]() Is already too little too late, Indonesians did not mess up the company, why should they spend big sum to pick up the pieces  and allow you to walk way scot free?.... I' ve already written off my 10k share, but will want to see those responsible face the music  |
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TheDuellist
Senior |
26-Mar-2019 20:13
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So, what is wrong? People have the time, energy and agenda with proper permit, why should you bother? Similarly, if you dont agree, you can tune yourself out. Listening is not compulsory, it is your own free choice. Hong Lim Park is the right place to go if you have anything to say, or make a point, regardless whether the general public agree or not. Although I am not involved with Hyflux, I think there are several points worth noting by the general public as you will never know when you are affected. I am sure they will be talking about other glaring issues regarding the local sgx regulation, the way of public reporting, and will future investors be assured of fair deals, transpancies....etc...etc.. I say good move, to voice your greviences in Hong Lim. Kaopeh and arguing in this forum is pointless
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Stephenchow
Veteran |
26-Mar-2019 20:13
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SIAS letter to PUB:-   HYFLUX RESTRUCTURING However, recent actions by PUB, such as the service of default notice on TPL and its recent announcements have caused serious concerns to investors and stakeholders, quite a number of whom have raised their serious concerns with SIAS. In order to avoid speculations and address the investors&rsquo uncertainties and fears, it would be useful for PUB to address their questions which we append below:
  |
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joker123
Senior |
26-Mar-2019 11:55
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All of you just complain , complain, protest and protest. So it you lose a job are you are going to protest ?  If the government BAIL OUT HYFLUX, I will also organise a Protest in HONG LIM . When the cost of living is going up / Health care is going up/ the government says no money to subsidise so many patient. now have money to BAIL OUT ALL THE GREEDY BOND and SHAREHOLDERS of HYFLUX. MAKES SENSE WAKE UP. Who has never lose money. your greed is the root cause of the lose of your money . WAKE UP and STOP CRYING LIKE A BABY
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joker123
Senior |
26-Mar-2019 11:51
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FACE IT All HYFLUX Shareholders. WHY ASK Government to Bail out Hyflux just because of all of you having a stake in it and fear of losing , if this is the case , PAP need to bail out all companies in singapore.  You all get the FAT Interest and you should know the risk. You are so GARANG choose not to put in bank, so when money lost why cry father cry mother. SORE LOSER, LOSER |
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laksaman57
Supreme |
26-Mar-2019 10:38
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https://www.tnp.sg/news/singapore/hyflux-investors-stage-protest-speakers-corner | ||||
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investshare
Supreme |
26-Mar-2019 08:59
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Who is Alex? | ||||
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investshare
Supreme |
26-Mar-2019 06:24
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Normally companies will talk and negotiate first. So Hyflux need to shareholders when the dispute starts.
Another incident of non disclosure?
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runaway
Senior |
26-Mar-2019 06:21
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It is election year. There is hope, and noises at Hong Lim help. I think they must have discussed this internally, and I think there is political risk for doing nothing. I think the white knight may appear at the last hour, to make an impression. Do not blame others 100%. In the absence of fraud, one is responsible for his own action. I am sure your greed played a part with the 6-8% carrot. If I were a white knight, you would anger me if you just throw stones and abuses at me. If you want my help, plead for it.   |
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lukewong82
Master |
26-Mar-2019 01:15
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Hyflux Ltd. (the " Company" , and together with its subsidiaries, the " Group" ) refers to its announcements on 29 March 2007, 16 January 2008 and 20 November 2018 in relation to the seawater desalination plant of 200,000 m3/day at Souk Tleta, Wilaya of Tlemcen, Algeria (the " Plant" ) and wishes to announce that Algerian Energy Company SpA (" AEC" ) has filed a Request for Arbitration dated 5 February 2019 (the " Request" ) with the International Chamber of Commerce (" ICC" ) International Court of Arbitration to commence arbitration proceedings against Tlemcen Desalination Investment Company SAS, Malakoff Corporation Berhad and the Company (collectively, the " Respondents" ). The Request was received by the Company on 22 March 2019 and is in respect of disputes arising out of and/or in connection with theWater Purchase Agreement dated 9 December 2007, the Framework Agreement entered into in December 2007, the Joint Venture Agreement dated 28 March 2007 and the Dispute Resolution Protocol dated 9 December 2007 in relation to the Plant, each agreement as amended and/or restated from time to time (collectively, the " Agreements" ). The Request is made pursuant to the terms of the Agreements, which provide that all disputes shall be referred to arbitration administered by the ICC in Paris. Pursuant to Article 5(1) of the ICC Rules of Arbitration, the Respondents have 30 days from the receipt of the Request to submit an answer to the Request. As the Request was received by the Company on 21 March 2019, the Company has until 20 April 2019 to file an answer. The Respondents are currently seeking legal advice on AEC&rsquo s claims, and will take all necessary steps to protect their rights. Due to the uncertainty of the outcome of the Company' s ongoing reorganisation process and the unpredictability of the financial outlook for 2019, the Company is therefore currently unable to assess and disclose the financial impact of the arbitration proceedings on the Group for the current financial year ending 31 December 2019. The Company will update shareholders as and when there are material developments concerning this matter. Hmm... suddenly now overseas project also kana? wow liao.. |
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enjoylife77
Veteran |
26-Mar-2019 00:44
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Hyflux investors plan Hong Lim Park protest on saturday. | ||||
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Bkng595
Member |
25-Mar-2019 20:58
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The company must disclose all material info when they raise $$$ in the market.   They also have to disclose material info on a timely basis, quarterly announcements, annual report, etc. Have they done all of these??? | ||||
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Stephenchow
Veteran |
25-Mar-2019 20:51
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They may borrow  our Minster Teo once in a life time classic question : " what do you think?"   With 50,000 angry note, perp, bond, stock  investors, tons of upset local and overseas contractors, suppliers, creditor banks and now SGX and MAS aare looking at them closely. Basically coming in for bargin,now bargin no ,more.  Just looking at the plight ot the malaysian secured creditor bank, the answer is quite clear.      
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