<TABLE border=0 cellSpacing=0 cellPadding=0 width=452><TBODY><TR><TD vAlign=top width=452 colSpan=2>Published August 1, 2009
</TD></TR><TR><TD vAlign=top width=452 colSpan=2>No minority support for Kingboard Copper exit offer
In hostile, emotional meeting, they register unhappiness over low offer, vote venue
By CHEW XIANG
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(Singapore)
SMALL shareholders say that an exit offer for Kingboard Copper Foil is too low and doesn't value the company fairly, according to two people who attended what was described as a 'hostile and emotional' shareholders' meeting yesterday.
Mano Sabnani, a former BT editor who was there in his personal capacity, said that a show of hands by some 40 shareholders at the meeting at Jurong Country Club showed that not one supported the exit offer.
Shareholders were unhappy that the offer price - 21 cents a share, or 0.374 shares in Kingboard's Hong Kong-listed parent Kingboard Laminates, or a combination of the two - was substantially below the company's net asset value.
They were also irked that a shareholders' meeting to vote on the offer this month will be held in Hong Kong, not Singapore.
The company's net tangible assets (NTA) were last valued at 58 cents a share, meaning that the offer is at a 63.8 per cent discount.
Another person who was at the meeting said that it 'was very hostile, very emotional'. 'A lot of them are very unhappy with the price, and also that (the meeting) will be held in Hong Kong,' he told BT.
The person, who declined to be named, said that shareholders felt that the independent financial adviser, KPMG Corporate Finance, had 'missed the issue' in calculating how shareholders could monetise the company's NTA by valuing it on its net realisable value if Kingboard was liquidated.
'They think the (financial adviser) should consider valuation on an ongoing basis,' he said.
KPMG said that the offer was fair because the stock had low trading liquidity and the exit offer was higher than its prevailing share price over the last year. It said that NTA could not be unlocked unless dividends were declared or the company was liquidated, and noted that the offer was above the target price placed on the stock by the sole analyst covering it.
The briefing was attended by Ong Tiong Wee and Chim Hou Yan, the company's two independent directors, as well as a representative of KPMG Corporate Finance.
The independent directors said that they would inform the company's management, which was not present yesterday, of the shareholders' concerns.
Small shareholders have been increasingly upset by a series of recent privatisation offers which they say severely undervalued their holdings.
Yesterday, CK Tang was finally taken private on the third attempt amid strenuous opposition by minority shareholders who say that the offer undervalues its prime Orchard Road property.
Minority shareholders are also unhappy over a May takeover offer for Elec & Eltek International Company (E&E) by Kingboard Chemical Holdings. The US$1.20 per share exit price is a discount to its book value.
Kingboard Chemical is the parent of Kingboard Laminates.
Minister in the Prime Minister's Office and Second Minister for Finance and Transport Lim Hwee Hua said last month that companies may be required to buy out dissenting minority owners if there is a fundamental change in the business.
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</TD></TR><TR><TD vAlign=top width=452 colSpan=2>No minority support for Kingboard Copper exit offer
In hostile, emotional meeting, they register unhappiness over low offer, vote venue
By CHEW XIANG
<TABLE class=storyLinks border=0 cellSpacing=4 cellPadding=1 width=136 align=right><TBODY><TR class=font10><TD width=20 align=right>
</TD><TD>Email this article</TD></TR><TR class=font10><TD width=20 align=right>
</TD><TD>Print article </TD></TR><TR class=font10><TD width=20 align=right>
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SMALL shareholders say that an exit offer for Kingboard Copper Foil is too low and doesn't value the company fairly, according to two people who attended what was described as a 'hostile and emotional' shareholders' meeting yesterday.
Mano Sabnani, a former BT editor who was there in his personal capacity, said that a show of hands by some 40 shareholders at the meeting at Jurong Country Club showed that not one supported the exit offer.
Shareholders were unhappy that the offer price - 21 cents a share, or 0.374 shares in Kingboard's Hong Kong-listed parent Kingboard Laminates, or a combination of the two - was substantially below the company's net asset value.
They were also irked that a shareholders' meeting to vote on the offer this month will be held in Hong Kong, not Singapore.
The company's net tangible assets (NTA) were last valued at 58 cents a share, meaning that the offer is at a 63.8 per cent discount.
Another person who was at the meeting said that it 'was very hostile, very emotional'. 'A lot of them are very unhappy with the price, and also that (the meeting) will be held in Hong Kong,' he told BT.
The person, who declined to be named, said that shareholders felt that the independent financial adviser, KPMG Corporate Finance, had 'missed the issue' in calculating how shareholders could monetise the company's NTA by valuing it on its net realisable value if Kingboard was liquidated.
'They think the (financial adviser) should consider valuation on an ongoing basis,' he said.
KPMG said that the offer was fair because the stock had low trading liquidity and the exit offer was higher than its prevailing share price over the last year. It said that NTA could not be unlocked unless dividends were declared or the company was liquidated, and noted that the offer was above the target price placed on the stock by the sole analyst covering it.
The briefing was attended by Ong Tiong Wee and Chim Hou Yan, the company's two independent directors, as well as a representative of KPMG Corporate Finance.
The independent directors said that they would inform the company's management, which was not present yesterday, of the shareholders' concerns.
Small shareholders have been increasingly upset by a series of recent privatisation offers which they say severely undervalued their holdings.
Yesterday, CK Tang was finally taken private on the third attempt amid strenuous opposition by minority shareholders who say that the offer undervalues its prime Orchard Road property.
Minority shareholders are also unhappy over a May takeover offer for Elec & Eltek International Company (E&E) by Kingboard Chemical Holdings. The US$1.20 per share exit price is a discount to its book value.
Kingboard Chemical is the parent of Kingboard Laminates.
Minister in the Prime Minister's Office and Second Minister for Finance and Transport Lim Hwee Hua said last month that companies may be required to buy out dissenting minority owners if there is a fundamental change in the business.
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