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Rotary
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ahberngh
Elite |
03-Oct-2017 11:32
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Goldfinger So do I. This kind of predatory screwing of minority shareholders has been happening too often. The important thing to do now if one wants to defeat the delisting is to make sure to have 10% of the total shares voting against the resolution during the EGM. For minorities who cannot attend the EGM make sure you use the proxy form to appoint a proxy (can be any one of the directors) to register your opposing vote.
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Goldfinger
Supreme |
03-Oct-2017 11:26
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Thanks Wei Yi.  All the same - its digusting that the EOGM approves the delisting, and they can still delist without attaining 90% shareholding.  How can SGX even allow this?  Do they even care about minorities who are left stuck with a delisted company and without a say in how the company is run?
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Goldfinger
Supreme |
03-Oct-2017 11:25
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I detest predatory attempts by majority shareholders to low-ball minorities who have held firm and kept faith and were faithful to the company, despite the tough times of the O& G downturn.  I shall FLATLY REJECT THE OFFER  and VOTE AGAINST THE RESOLUTION.
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weiyitan84
Member |
03-Oct-2017 11:23
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Apologies.  Just reread the offer document. The offer is conditional upon the approval of the delisting at the EGM. So if delisting resolution is rejected then the offer of S$0.46 will lapse   |
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Goldfinger
Supreme |
03-Oct-2017 11:22
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Thanks Wei Yi for the comprehensive explanation.  Crystal clear.  So we need to block this at the EOGM stage, if we do not want the delisting to proceed, or at least have a better and more equitable  Exit Price. OMG - how can the scenario of the EOGM endorsing and still allowing the offerors to delist the company withOUT attaining the 90% shareholding.  SGX must be sleeping!
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Goldfinger
Supreme |
03-Oct-2017 11:20
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Thanks Wei Yi for the comprehensive explanation.  Crystal clear.  So we need to block this at the EOGM stage, if we do not want the delisting to proceed, or at least have a better and more equitable  Exit Price. OMG - how can the scenario of the EOGM endorsing and still allowing the offerors to delist the company with attaining the 90% shareholding.  SGX must be sleeping!
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john_ric
Supreme |
03-Oct-2017 11:15
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en bloc sales so cheap one. | ||||
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weiyitan84
Member |
03-Oct-2017 10:55
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There are 2 parts to this whole thingy   1) EGM to approve delisting of the Company - As long as at least 10% of the shareholders vote against the delisting resolution, the Company will not be able go ahead with the delisting of the Company. The 10% threshold applies to the entire outstanding shares of the Company (Excluding treasury shares)   Shareholders will be notified by post on the EGM location and date. In the letter to shareholders, there will be a form to appoint a proxy to represent them at the EGM and on the form there will be a option to vote for / against the delisting resolution.    You can either attend the EGM or appoint a proxy to attend on your behalf. If you dont have a proxy you can fill in the names of any of the directors to represent you at the EGM and as long as you select the vote for / against option, the proxy will vote according to your selection.   So if you are not attending the EGM, it is absolutely necessary to fill up the proxy form with your vote against the delisting resolution and mail the form back to the share registrar before indicated date so your vote will be counted       2) Acceptance of the Offer   The offer still holds regardless of whether the delisting resolution goes through or not.   In this part, the key is whether the offer acceptances exceeds 90% of the shares not owned by Chia and Oman Investment   Lets run through the scenarios:   A) Delisting offer resolution is approved   If the acceptances of the offer exceeds 90% threshold, the remaining shares will be compulsorily acquired regardless of whether the remaining 10% accept or reject the offer   If acceptances of the offer does not exceed 90% threshold, the remaining shares cannot be compulsorily acquired. But the Company will still be delisted since the delisting resolution was approved     B)  Delisting offer resolution is  not  approved   If the acceptances of the offer exceeds 90% threshold, the remaining shares will be compulsorily acquired regardless of whether the remaining 10% accept or reject the offer. Company can still apply for delisting since the public tranche falls below the required % of 10%   If acceptances of the offer does not exceed 90% threshold, the remaining shares cannot be compulsorily acquired. And Company will remain listed on SGX |
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weiyitan84
Member |
03-Oct-2017 10:53
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I think we as the minority shareholders should band together to push back against such blatant low balling by the majority shareholders.   With the internet, we have the opportunity to aggregate the minority shareholders' power to make our voices known and not let us be bullied by the big players.   As they say when many tiny sticks band together, we can be a big stick to fight back. Lets not allow ourselves to be taken advantage of just because we are the minority shareholders. 团 结 是 力 量 !   I have spoken to a number of fund/people who are existing shareholders of Rotary whose aggregate shareholding should be able to meet the 10% threshold.   I dont think the 10% is a very high bar to meet    |
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weiyitan84
Member |
03-Oct-2017 10:52
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The offer price is disappointing. Should minority shareholders accept the offer?   Depends on your time frame, if you are looking for a quick exit yes, otherwise I would suggest to reject the offer.   The Chia family and Oman Investment Fund' s offer is really low balling the minority shareholders for the following reasons:   1) We are just seeing the start of the energy sector showing signs of recovery. Evidently shown by Rotary' s growing order book size of S$463.2 million as at 8 Aug 2017    2) In the OPEC member countries are expected to spend ~US$66.5 billion on downstream O& G assets (See file attached from OPEC) and Rotary is well positioned to bid for these new asset construction work being based in the Middle East + Oman govt' s support --> we can expect the order book to grow   - In terms of Gas reserves (As per BP Statistical Review of Global Energy 2011) a) Qatar is ranked 5th largest globally b) Saudi Arabia ranked 8th c) UAE ranked 17th d) Oman ranked 27th   i.e. there is a lot of gas storage work to be done in this region where Rotary is well placed to bid for   3) Oman Investment Fund bought 21% stake in Rotary @ ave price S$0.89 per share. Compared to the current offer of S$0.46. That is a far cry from what they bought it at. Should give some indication to what this Company is really worth.   4) Looking at the technical charts, Rotary Engineering is all set up to increase exponentially (Long base set up with very little overhang selling pressure looks like a Stage 1 set up going into Stage 2), why limit your gains to the low price of S$0.46?     According to the Offer document we only need ~22.341 million (10% of remaining shares not owned by Chia family and Oman Investment) shares to reject the offer proposal. this works out to about ~S$10 million worth of shares which I think can be easily met.     Why give up the majority of the price gains to Chia family and Oman Investment Fund?   If you are a minority shareholder, you can reject the offer and if the offerer gets the minimum level to compulsorily acquire the remaining shares, you also get bought out at S$0.46   And if you reject the offer and offeror does not get the minimum level to acquire the remaining shares, in the short term, the share price will decrease, but in the long run your share return will exceed the measly offer price of S$0.46 (Assuming points 1 to 4 raised above are valid)   For me I will choose to reject the offer and bet on the chance for a share price much higher than S$0.46 |
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MichaelSchenker
Master |
03-Oct-2017 09:32
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Minority shareholders are in a dilemma.  The current offer may not look good, and most would be hoping for a revised offer. But, say, if the delisting is not successful, would this counter stay at it&rsquo s current price? What&rsquo s the outlook for O& G in the short and medium term?
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ahberngh
Elite |
03-Oct-2017 09:19
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I think the 10% is during the extraordinary meeting. Problem is, minority shareholders are a lethargic lot, most won' t bother to attend the meeting. Maybe they are banking on that to take this path.
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Goldfinger
Supreme |
03-Oct-2017 07:41
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Clever aren't they to do this acquisition now that oil prices and the economy are recovering? And the price is not even deemed attractive. | ||||
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xtraderx
Veteran |
03-Oct-2017 00:24
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Delisting will not go thru if 10% of shareholders reject the offer.
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ahberngh
Elite |
02-Oct-2017 22:30
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Yes, it seems to me that they are using a Scheme of Arrangement not quite sure about this, but I think they don' t need 90%. Quite nasty???
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Goldfinger
Supreme |
02-Oct-2017 22:25
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Do they even need 90% though? I must have misread that this could happen with just an EOGM vote. I was so happy it wasn't a Scheme of Arrangement - which I personally think is an unfair scheme to deprive minorities and should be disallowed.
If it's 90%, I believe the acquisition will fail.
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ahberngh
Elite |
02-Oct-2017 22:22
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Small time investors in Singapore stocks face multiple risks, more so than in other markets, for e.g. Hong Kong. If one is a longer term investor, besides risk of market conditions (a risk which  one must face if we want to invest), one also has to guard against opportunistic majors' takeover at depressed prices. The hope for share price recovery when the economy starts to recover is dashed by such low ball offers. This seems to be not a rare practice nowadays the authorities should look into making the playing ground more even for small retail investors. There was an article in the Straits Times recently addressing this issue. It seems in Hong Kong, in such cases of takeover, the major shareholders making an offer  are not allowed to use their shares to vote. |
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ysh2006
Supreme |
02-Oct-2017 22:15
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If can get 90% and above yes no choice if company exercise the clause empower it...they just throw us a cheque and take the shares away lah...
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Goldfinger
Supreme |
02-Oct-2017 20:53
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Can we reject the offer? I thought the press release said that if the EOGM votes in favour, then the offer goes through? If so, this is manifestly unfair and takes away our free will and choice. | ||||
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whereru
Senior |
02-Oct-2017 10:17
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Offer price too low , will keep for dividends.... | ||||
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