The Takeover: A Gathering of Spirits

Redoing a Schedule SB on a Takeover When You Identify Issues
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The compulsory acquisition threshold to acquire all remaining shares in this case is 90 per cent and not 97 per cent [ When Keppel Corp sought to privatise Keppel Land in , it needed to own It started with Hence the As it turned out, it did not manage to hit this level despite a sweetened offer in the event that the compulsory acquisition threshold was reached.

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To recap, Ron Sim's shares do not count towards being a "related corporation". And since the offeror for OSIM, the newly set-up SPV, effectively started from zero, it needed to get just 90 per cent to hit the minority squeeze-out level. The Sim family's Thus Mr Sim, who has not tendered his stake yet, just needed to get another odd per cent to hit the compulsory acquisition threshold.

This threshold was effectively reached last week, likely after some big funds capitulated. Once upon a time, it was the case that companies could set up a subsidiary, which owned nothing, to circumvent the "90 per cent of shares the offeror does not own" requirement. But in , the government accepted recommendations to supposedly make companies comply with the spirit of the law.

Companies executing takeover transactions could no longer set up subsidiaries to circumvent their own holdings.

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Yet what is the spirit of the law, exactly? The spirit, apparently, does not proclaim that minorities can easily block compulsory acquisition. As the OSIM example shows, if entrepreneur-CEOs ever want to privatise their firms, they just need to hit 90 per cent, and it is game over for minorities. There is a different spirit at work here: The spirit of efficiency. We catch a glimpse of this spirit by examining the latest move to change this law.

In , a committee reviewing the Companies Act suggested that "associates" be excluded in calculating the "90 per cent unaffiliated shareholders" compulsory acquisition threshold. This is the approach taken by the UK, a jurisdiction Singapore has looked up to for company law. Under this new regime, it is not clear if Mr Sim and other founder-CEOs like him holding substantial stakes in their companies would be able to reach the squeeze-out level at the 90 per cent mark.

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In any case, the Ministry of Finance in rejected the suggested change. It cited worries that the UK definition of associate was too wide and could potentially lead to uncertainty. It said the UK definition of "associate", when applied here, "will make it more difficult for an offeror to obtain full ownership, especially if the offeror already has a substantial shareholding when the offer is made".

In case of unfairness, dissenting minority shareholders can apply to court under section So we glimpse the spirit of the law through the government's words. Its arguments, in short, seem to be for the status quo to remain for the sake of efficiency. Storytelling and Drama afternoon in the Workshop Space. Music is Murder evening in the Workshop Space.

Things take a dark twist in the downstairs Workshop Space from 8pm when the Music is Murder crew take over. From midday to midnight the outdoor Terrace will host a rota of Phonic FM DJs spinning set after set of diverse music, from soul to ska, from reggae to rock, and all bases in between…. Watch live radio in action.

In Closing

This story is about a normal American family intent on conducting their everyday lives as routinely as other families until univited visitors from the spirit world. The Takeover: A Gathering of Spirits - Kindle edition by Michael J. Wynn, Robert M. Wynn. Religion & Spirituality Kindle eBooks @

Phonic photo exhibition in the Walkway Gallery. A Regional Community Radio event in Studio Ask of me, and I will make the nations your inheritance, the ends of the earth your possession. You will rule them with an iron scepter; you will dash them to pieces like pottery. A psalm.

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Get our introductory offer at only. There is a different spirit at work here: The spirit of efficiency. The Business Times. Brisket, salmon lox, and fresh salads filled out the buffet with a finale of sufganiyot, and Jewish jelly-filled doughnuts made specially by Voodoo Doughnut. Skip to main content. Espresso at Home Instagram. Benji had a Linea Mini, so we knew we could really go wild with our espresso drinks.

We must have clear instruction from Him, however, to wage this war properly. His face was like the sun shining in all its brilliance. I had the opportunity to attend a special gathering of the saints in San Marcos, TX on November 11th and November 12th, It was convened by Dutch Sheets and Chuck Pierce.


He will judge the nations, heaping up the dead and crushing the rulers of the whole earth. He will drink from a brook along the way, and so he will lift his head high. On his robe and on his thigh he has this name written: king of kings and lord of lords.

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There will be some sudden surprises that will make nations writhe in pain. Get ready, for these are birth pangs of the kingdom.