HYLFUX PROOF-OF-CLAIMS FILING
These are very important information, especially for custodian banks and nominee banks. Please pay attention.
Disclaimer & Background
I refer to my weekend post. Thank you for holding back on your claims for a few days. Let's be very careful because there is a potential trap if you filed without a clue.
Today, I managed to meet a friend who is a former legal counsel to one of the entities involved. I cannot guarantee the full accuracy of the information provided because my friend gave these advice based on his professional interpretation.
He shared that EY phrased the announcements in a "vague" manner to give more "maneuverability" for Indonesians and Hyflux's management. (because law & distribution payouts can be argued). He highlighted that EY is very experienced and shrewd in such restructuring business and designed the announcement to be even more confusing to custodian and nominee bankers. My friend judged that till date, no banker is 100% sure about what to do. Investors can consider sharing some of the information below with their bankers, so that the bankers help do some justice to the retail investors affected.
Part 1. Perpetual Bonds and Preference Shares - Direct-holding
Technically, there is no need to file any proof of claims, you are entitled to voting rights and distributions (if any) after restructuring or liquidation.
What can go wrong - Let's assume that Hyflux dare not fool CDP.
It is a misconception that we should be kiasu and file a proof of claims for your direct holdings. There are calculation-traps in the forms. Most people will not remember to file the unpaid coupons for preference shares, or some people will not remember to add interest-on-interests(coupon) on the distribution arrears for perpetual bonds.
Part 2. Perpetual Bonds and Preference Shares - Share Financing/Margin/Custodian(eg. Standard Chartered), SRS, CPF Nominee Accounts
Hyflux mentioned that you will lose your claims to principal and interests if your banks don’t file the proof-of-claims on your behalf in due time. Please remind your bankers to make timely submission.
Reference - "Any party who is required to but does not file a proof of claim by the deadline will not be entitled to vote at scheme meetings and may not be entitled to any payments or distributions, subject to the discretion of the scheme meeting's proposed chairman, Hyflux said. "
We wish to clarify a misconception. Actually, Hyflux cannot ignore that bank custodians and nominee accounts if your bankers don’t make timely submission because your banks are still holding these counters on your behalf with CDP.
Reference - For holders of the company's bonds, perpetual securities and preference shares, however, their holdings as recorded by the Central Depository Pte Ltd (CDP) will be treated as proofs even if the holders do not file their claims, Hyflux said.
What can go wrong - Unless there is any guidance from MAS or SGX, it is almost certain that some banks will overlook certain calculation aspects of the filing due to some traps laid in the forms. Please see Part 3.
Part 3. Traps in Calculations - Important Reference for Bankers and Individuals making Submissions.
I refer to the unpaid coupons for perpetual bonds and preference shares. Technically, Hyflux will never provide template for calculation. Any overstatements will be voided and they have the right to recognize any understatements in the claims.
Preference Shares - Column for Principal Value
Potential Trap - This form did not ask for interest/dividend claim-values. However, we are very sure that you should include any accrued and unpaid dividends/coupons till 25th March 2019 (cummulative feature) in the claims. The UWG group and Maybanks or landlord will also be submitting claims on unpaid interests. In the same principle, ALL PREFERENCE SHAREHOLDERS are entitled to file a claim to undeclared/unpaid/accrued coupons in the forms. Hope bankers will understand this concept and include in the filings.
Perpetual - Column for Principal & Interest Value
Potential Trap - As mentioned above, everyone is entitled to claim undeclared/declared interests till 25 March 2019 (cumulative feature). While this form did ask for interest claim-values and many will overlook the entitlement of additional 6%pa interests on Arrears of Distribution. Eg. additional 6% interests on the unpaid XD 3% distribution payable on 28 May 2018.
Reference from Prospectus Page 64
https://www.bondsupermart.com/main/...ramCategory=bondDocument¶mDocumentNo=1488
Each amount of Arrears of Distribution shall bear interest as if it constituted the principal of the Securities at the Distribution Rate and the amount of such interest (the “Additional Distribution Amount”) with respect to Arrears of Distribution shall be due and payable pursuant to this Condition 4 and shall be calculated by applying the applicable Distribution Rate to the amount of the Arrears of Distribution and otherwise mutatis mutandis as provided in the foregoing provisions of this Condition 4. The Additional Distribution Amount accrued up to any Distribution Payment Date shall be added, for the purpose of calculating the Additional Distribution Amount accruing thereafter, to the amount of Arrears of Distribution remaining unpaid on such Distribution Payment Date so that it will itself become Arrears of Distribution.
Other FAQs:
What is the true intent of asking me to reconfirm these information?
Hyflux can periodically seek submission of these proof-of-claims to "protect your rights to claim". Currently, they claimed that these information are for court-filings during restructuring. These information can also be used for liquidation distributions.
I do not know when was my purchase date?
Rightfully, bankers will fill in that column for you. It is definitely fine if you just fill in the calendar year or leave it blank. In the eyes of law, it doesn't matter your $100 note was printed in 2010 or 2019. They are still worth $100.
What is the best way to submit the proof-of-claims form?
Please use email and avoid posting. At least, you can get an confirmation reply-email
Email:
[email protected]
Conclusion:
The two forms and announcements are designed to confuse. Do not file proof-of-claims for direct holdings unless you are 100% clear about the calculations. Yes, we might feel that it is safer to file but there is a 99% chance that you will understate the accrued and undeclared coupons wrongly. Please provide the above information to bankers and hope that your custodian/nominee bankers will submit
the correct claims on unpaid and accrued distributions in arrears. You must get a written confirmation from your bank that they have filed proof-of-claims. Leave the calculations to your bankers, let the bankers curse and swear Hyflux.
Lastly, please be wary of Angela Ee Meng Yen. She is part of the team that rough-handled Swissco's investors.
https://www.sammyboy.com/threads/hy...egulators-refusing-to-act.258403/post-2851085
Note: Any party who is required to and does not file their proof of claim by 5.00pm on Friday, 15 February 2019 will
(subject to the Proposed Chairman’s discretion) not be entitled to vote at the Scheme Meeting(s), and may not be entitled to any payments or distributions made pursuant to the compromise or arrangement that will be voted upon at the Scheme Meeting(s). In such event, all their claims against the Scheme Companies as well as all obligations the Scheme Companies have towards them will be forever varied, waived, released, discharged and/or extinguished in accordance with the terms of the said compromise or arrangement.
Perpetual Bonds: Principal + interests
https://www.hyflux.com/wp-content/uploads/2019/02/Form-of-Proof-of-Debt-to-be-completed-perps.pdf
Preference Shares: Principal
https://www.hyflux.com/wp-content/uploads/2019/02/Form-of-Proof-of-Debt-to-be-completed-prefs.pdf