Capitamalls Asia Delisted

[Minx99]

If you are referring to the action reported below, sadly, that's not the case. The acquirer is Sound Investment Holdings, which is a wholly owned subsidiary of Capitaland and the vehicle they are using for the takeover. Temasek is just reporting this as an interested party.

http://infopub.sgx.com/Apps?A=COW_C...HDWKCWD&fileId=_CMA_20140428_FORM 3_final.pdf

I brought this up to show that Capitaland is getting CMA cheaply from minority shareholders, CMA is worth at least $2.50 to $2.60, even if they buy at $2.60, it's still a great deal for them. If everyone cooperate and stop lelong sell their CMA shares, then we stand a chance to get a more decent offer

 

[Opps-gal]

No chili sauce but an email from SIAS .
Go SIAS website & check .

How come I never see any email?

 

[Opps-gal]

I brought this up to show that Capitaland is getting CMA cheaply from minority shareholders, CMA is worth at least $2.50 to $2.60, even if they buy at $2.60, it's still a great deal for them. If everyone cooperate and stop lelong sell their CMA shares, then we stand a chance to get a more decent offer

Can go meeting ask them why so low price?

 

[chiokcc]

Wat's going to happen if I don't accept Capland offer? My $$ get stucked?

 

[iwaniwan]

i got the letter. intending not to sell....

but i dun understand the below in red... some expert pls advise.
if capitaland got > 90% they can acquire the rest.
if capitaland get < 90%, CMA can still be delisted. then what happen to my shares? i becum private investor? how to offload it?


CMA can choose to have minority shareholders (i.e. those who don't want to accept the offer) even if it delisted, but it's not the case in this offer, as Capitaland has stated the intention to exercise its right to compulsorily acquire all the shares if the acceptance exceed 90%. But let's say the acceptance is less than 90%, and the free float drops below 10%, CMA may be delisted and you're stuck with your shares if you're not accepting the offer.

Shd we let go the shares ........................

 

[lcornwisky]

can see that you guys are making losses.....better to cut loss....fight another day....

another solution is to work with ur broker.....and take ur brokers advice

 

[lcornwisky]

or if ur making profits.....then good for you guys

 

[Paul Lee]

i got the letter. intending not to sell....

but i dun understand the below in red... some expert pls advise.
if capitaland got > 90% they can acquire the rest.
if capitaland get < 90%, CMA can still be delisted. then what happen to my shares? i becum private investor? how to offload it?

CMA can choose to have minority shareholders (i.e. those who don't want to accept the offer) even if it delisted, but it's not the case in this offer, as Capitaland has stated the intention to exercise its right to compulsorily acquire all the shares if the acceptance exceed 90%. But let's say the acceptance is less than 90%, and the free float drops below 10%, CMA may be delisted and you're stuck with your shares if you're not accepting the offer.

I think you need to understand the difference between compulsory acquisition and delisting. Both have different criterias and its easy to mix up unless you really read and understand what the difference requirements are. But because 90% is in both, a lot of people confused one for the other, which is not the case.

1) Delisting. This is (should be) easy to understand. If less than 10% of CMA shares is in public hand ie. >90% in CL hand, CL can delist CMA. This is the ultimate aim of CL and is also the condition for the offer to proceed.

2) Compulsory Acquisition. This will only take place if CL receives >90% of the shares they do not already own.

In the case of CMA, its possible for CL to receive less than 90% of the remaining shares but still be able to proceed with delisting because less than 10% will be in public float. How?

Ready for some numbers crunching?

Total CMA Shares = 3,897,695,302 [A]

90% level for delisting = 3,507,925,772

What CL had before launch of offer = 2,544,020,000 (65.3%)

What CL need to delist CMA = 963,905,772 (24.7%) [C] [Note: This can be from open market acquisitions and shares tendered to offeror by shareholders by accepting the offer]

Remaining Shares not owned by CL = 1,353,675,302 (34.7%) [D]

90% level required for compulsory acquisition = 1,218,307,772 (31.3%) [90% of D]

% CL need to proceed with delisting = 71.2% [C/D x 100%]

So as you can see, all CL need is 963,905,772 shares (which is 71.2% of the remaining shares they do no own) to proceed with the delisting.

So if you do not accept the offer, CL may not be able to acquire your shares compulsorily, and you may end up remaining a minority shareholder in an unlisted company.

So what to do? I would usually pay close attention to the acceptance level that CL has managed to acquire. If it hits >90% before the close of offer, then game over, just tender your shares.

If CL manage to hit >90% or close to 90%, its possible that it may extend the deadline to allow those who were sitting on the fence to tender their shares.

Let's wait and see how things develop. I heartened that the acquisition from open market seems to have slowed. And as at 08 May 2014, the total shares owned by concerted parties of CL is 2,743,258,708 (70.4%).

It would be interesting once they start reporting those who choose to accept their offer of $2.2025 and tender their shares. 2 weeks to go, lets cross our fingers.

Hopefully this will clear up most confusion; or it may serve to confuse you further Read slowly and try to follow the logic and the numbers and hopefully it will make sense.

 

[Minx99]

I think you need to understand the difference between compulsory acquisition and delisting. Both have different criterias and its easy to mix up unless you really read and understand what the difference requirements are. But because 90% is in both, a lot of people confused one for the other, which is not the case.

1) Delisting. This is (should be) easy to understand. If less than 10% of CMA shares is in public hand ie. >90% in CL hand, CL can delist CMA. This is the ultimate aim of CL and is also the condition for the offer to proceed.

2) Compulsory Acquisition. This will only take place if CL receives >90% of the shares they do not already own.

In the case of CMA, its possible for CL to receive less than 90% of the remaining shares but still be able to proceed with delisting because less than 10% will be in public float. How?

Ready for some numbers crunching?

Total CMA Shares = 3,897,695,302 [A]

90% level for delisting = 3,507,925,772

What CL had before launch of offer = 2,544,020,000 (65.3%)

What CL need to delist CMA = 963,905,772 (24.7%) [C] [Note: This can be from open market acquisitions and shares tendered to offeror by shareholders by accepting the offer]

Remaining Shares not owned by CL = 1,353,675,302 (34.7%) [D]

90% level required for compulsory acquisition = 1,218,307,772 (31.3%) [90% of D]

% CL need to proceed with delisting = 71.2% [C/D x 100%]

So as you can see, all CL need is 963,905,772 shares (which is 71.2% of the remaining shares they do no own) to proceed with the delisting.

So if you do not accept the offer, CL may not be able to acquire your shares compulsorily, and you may end up remaining a minority shareholder in an unlisted company.

So what to do? I would usually pay close attention to the acceptance level that CL has managed to acquire. If it hits >90% before the close of offer, then game over, just tender your shares.

If CL manage to hit >90% or close to 90%, its possible that it may extend the deadline to allow those who were sitting on the fence to tender their shares.

Let's wait and see how things develop. I heartened that the acquisition from open market seems to have slowed. And as at 08 May 2014, the total shares owned by concerted parties of CL is 2,743,258,708 (70.4%).

It would be interesting once they start reporting those who choose to accept their offer of $2.2025 and tender their shares. 2 weeks to go, lets cross our fingers.

Hopefully this will clear up most confusion; or it may serve to confuse you further Read slowly and try to follow the logic and the numbers and hopefully it will make sense.

I agree with Paul's view to wait and see, you'll really kick yourself if Capitaland had to raise it's offer to secure>90% later. Like what Paul mentioned also, if they manage to secure>90%, then no choice but to accept

 

[zonetechs]

Minority shareholder should united together to resist this poor price offer.
Together we are strength and should not let them divide us out to individual.
In Singapore because we are not united that is why "they" can do anything "they" say .... sick of this type of power

time to show CL our united power.

 

[Wood4]

Could Capitaland give up CMA delisting because inadequate
stocks acquired ?
CMA may drop back to $1.80 -$2 ?

 

[kranjipioneer]

That's a possibility, depending on Capitaland.
Its a risk that shareholders would have to bear.
Vested.

Anyone attending the dialogue session for cma shareholders this evening with Capland CEO chaired by SIAS ?

 

[Paul Lee]

Minority shareholder should united together to resist this poor price offer.
Together we are strength and should not let them divide us out to individual.
In Singapore because we are not united that is why "they" can do anything "they" say .... sick of this type of power

time to show CL our united power.

Its not so easy. With so many minority shareholders buying at different price and for different reason, there are bound to be those who would view the $2.2025 as a 'fair and reasonable' offer. This is especially so for those who managed to buy CMA at below $1.80.

Could Capitaland give up CMA delisting because inadequate stocks acquired ?
CMA may drop back to $1.80 -$2 ?

It depends on whether they manage to get the no required to delist CMA. If they fail, they can void the offer and all those who tendered will have their shares returned to them. Obviously if that happens, CMA share price will definitely drop.

That's a possibility, depending on Capitaland.
Its a risk that shareholders would have to bear.
Vested.

Anyone attending the dialogue session for cma shareholders this evening with Capland CEO chaired by SIAS ?

Frankly I wont waste my time attending anything to do with SIAS. It is just a bunch of wayang kings who like to set off fireworks, put on a nice show and talk loudly but ultimately they will side with the big boys.

People say speak softly but carry a big stick. SIAS talk loudly and dun bother to carry even a small stick.

 

[Some-one]

Its not so easy. With so many minority shareholders buying at different price and for different reason, there are bound to be those who would view the $2.2025 as a 'fair and reasonable' offer. This is especially so for those who managed to buy CMA at below $1.80.



It depends on whether they manage to get the no required to delist CMA. If they fail, they can void the offer and all those who tendered will have their shares returned to them. Obviously if that happens, CMA share price will definitely drop.



Frankly I wont waste my time attending anything to do with SIAS. It is just a bunch of wayang kings who like to set off fireworks, put on a nice show and talk loudly but ultimately they will side with the big boys.

People say speak softly but carry a big stick. SIAS talk loudly and dun bother to carry even a small stick.

Support Paul. The only thing that minority shareholders can do is not to sell CMA shares to CL. No need to attend SIAS talk. Basically just wayang just like the IFA and ID.

 

[Carnage]

If Capitaland do decides to raise their offer, how much could we possibly be looking at?

 

[Paul Lee]

Check out the Pamphlet and the slides from the SIAS dialogue session with CMA.

Looks more like a koyok selling session more like a dialogue session to me. Most of the material are the same from the offer circular. And they seems to be trying very hard to convince shareholders to sell to them by highlighting the rationale and the steps to accept the offer.

 

[dave.c]

Reposting this post from Valuebuddies via ghchua as I find it useful for fellow investors:

Even after the offer closes, if the Offeror and related parties holds 90% or more of the total number of issued shares as at Closing Date, you have the right under Section 215(3) of the Companies Act to require the Offeror to acquire your shares. I believe you can exercise this right within 3 months after the offer closes. If you don't exercise your right, I believe SGX will also suspend CMA due to not enough public float. And since the Offeror wants to delist CMA, they will have to give a delisting exit offer even if they cannot compulsory acquire all the outstanding shares out there. So, you have plenty of chances to exit CMA before it finally becomes an unlisted company.

So, it is still early days yet considering the fact that the offer have not even turn unconditional. You will not get any money by tendering early since the offer haven't turn unconditional yet.

 

[epsilon8]

CL-SIAS Dailog

The dialog session was a joke, one-sided dog-and pony show orchestrated by CL and SIAS
The session begun with a Q&A among the panel members only: SIAS (Mod)erator, CL CEO and CL CFO.
The Mod posed the questions on behalf of nameless/unidentified (absent) shareholders who told him to ask.
These shareholders took precedence over physically present and IDENTIFIED shareholders
It was so blatantly obvious that the Mod controlled the narrative and the flow/direction.
And when it was open Q&A, he dictated the line of questions allowed.
He bristled at any adverse remark on or criticism of CL and SIAS itself.

SIAS has lost its way and the close ties with large comercial interests are problematic and troubling.
Look as SIAS website with its display of corporate sponsors with their logos
Unless you are a saint, can you claim you are free from bias in letter or spirit?.
People inside do not realise SIAS integrity is tainted; percepion is reality in the eyes of many who can see through the smokescreen.

The question for CL and its corporate masters* : it may be legal but is it ethical?
I guess it it's typical elitist mentality to grab all you can and leave the crumbs to the common folks
* the elephant in the room ; I use the term 'invisible gorilla' : that-can't-be-named

 

[epsilon8]

CL-SIAS Dialog : WHat I saw during registration

During the registration phase, two attendees were refused admission.
SIAS showed its legalistic color there as it was in the auditirium
Either they failed to produce a printed copy of confirmation email from SIAS or latest (April) CDP statement showing CMA shareholding.
Both tried to argue but the staff stubbornly refused.
Their names were already in the name list prepared; shouldn't they be given the benefit of the doubt?
The 3rd guy was lucky as he could log on using SIAS laptop and showed his CDP shareholding but he held up the long Q for more than 5 minutes

 

[Minx99]

If Capitaland do decides to raise their offer, how much could we possibly be looking at?

You should have gone to the dialogue session & ask Capitaland CEO. Even if Capitaland were to offer $2.50 to $2.60, it would still be a great deal for them, IMHO