F&N shows shareholders ways how not to sell shares to TCC
Fraser and Neave (F&N) suggested three possible wayouts to shareholders who have tendered acceptances to sell shares to TCC Assets, the business arm of Charoen Sirivadhanabhakdi.
The suggestions were released today following the tender offer by OUE Baytown, which offered S$9.08 per share against TCC's S$8.88.
F&N's board earlier commented that TCC's offer is too low against F&A's value.
In a statement to the Singapore Exchange on Friday, F&N's board of directors said that under the Singapore Code on Take-overs and Mergers, the shareholders may withdraw their acceptances to the TCC offer in any of the three following circumstances.
(a) If, after 14 days from the first closing date of the TCC Offer, the TCC Offer has not by then become unconditional as to acceptances, Shareholders who have previously tendered their acceptances to the TCC Offer will be entitled to withdraw their acceptances. Such entitlement to withdraw will be exercisable until the TCC Offer becomes unconditional as to acceptances. Based on the TCC Offer Document, the first closing date of the TCC Offer was at 5.30 p.m. on 29 October 2012. Accordingly, since the TCC Offer had not become unconditional as to acceptances on or before 12 November 2012, Shareholders who have previously tendered their Shares in acceptance of the TCC Offer shall be entitled to withdraw their acceptances until the TCC Offer becomes unconditional as to acceptances.
(b) If the TCC Offer has become or has been declared unconditional as to acceptances, but TCC Assets fails to comply with the requirements under Rule 28.1 of the Code, including but not limited to its failure to announce the information required under Rule
28.1 of the Code by 3.30 p.m. on the dealing day immediately after the day on which the TCC Offer is due to expire, or becomes or is declared unconditional as to acceptances, or is revised or extended (the “Relevant Day”), Shareholders who have previously tendered their acceptances to the TCC Offer will be entitled to withdraw their acceptances immediately thereafter. Subject to Rule 22.9 of the Code 2, the right of withdrawal may be terminated not less than 8 days after the Relevant Day by TCC Assets confirming (if that be the case) that the TCC Offer is still unconditional as to acceptances and complying with Rule 28.1. In the context of the current timetable of the TCC Offer, if TCC Assets further extends the TCC Offer but does not
announce the information required under Rule 28.1 by 3:30 p.m. on 23 November 2012, Shareholders will be able to withdraw their acceptances to the TCC Offer in respect of their own Shares until and unless, subject to Rule 22.9 of the Code, such rights have been terminated on or after 1 December 2012 by TCC Assets announcing its confirmation that the TCC Offer is still
unconditional as to acceptances and providing the information required under Rule 28.1.
(c) If either of the TCC Offer or the OUE Offer becomes unconditional as to acceptances, Shareholders who have tendered their acceptances for the other offer (the “Unsuccessful Offer”) can, if they so wish, immediately withdraw their acceptances for the Unsuccessful Offer, without waiting for the expiry of the 14 days from the first closing date of the Unsuccessful Offer.
