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4min after your post, someone said the same thing on HWZ
https://forums.fuckwarezone.com.sg/119302620-post2118.html
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Regulators Refusing to Act - Hyflux & Noble Group's Decline
- Thread starter JustLikeThis
- Start date
4min after your post, someone said the same thing on HWZ
https://forums.fuckwarezone.com.sg/119302620-post2118.html
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righteous people are sharing, but exact situation not reported by local media.
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Told you all that everything is staged, the accounts, Olivia, lawyers, auditors, SIAS, the moles in discussion............
Looks like bankers and nominee accounts have the final say because they can enjoy additional bonus payouts if TuasOne completes in time. Together with the super large votes from IMAGINERY contingency liabilities, retail votes will be hard to cross the 25% threshold in value during voting, unless all 34000 investors to turn up for voting to make ourselves heard.
To think that this thread was about Noble and Hyflux, it was an oversight that the EY was also the one who helped Noble's management escape with huge payouts. EY people are bastards but we continue to under-estimated them.
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Thank you Mdm Loo Leung Lun.
https://www.channelnewsasia.com/new...-meetings-creditors-vote-rescue-plan-11277580
WHY “RUTHLESSLY ELIMINATE” US
Mdm Loo, who was given an opportunity to air her concerns in court, said retail investors like her are willing to “waive or accept low coupons”, as well as consider “staggered capital redemptions or no capital redemptions until Hyflux sees better days”.
She urged the court to accept this proposal, which she described "as a glimmer of hope" for investors like her to recover their hard-earned savings.
“We understand what Hyflux is going through. We have been informed that the potential buyer does not want any debt therefore we have decided to step down,” she said.
“I wish to highlight that in this demand proposal, there are no contractual obligations to redeem capital or to pay interest, therefore it is not a debt and it is placed in the same classification as equity.
“Our ranking is the same as equity, so is there a need to write off the preference shareholders?”
She also referred to the company’s 2017 annual report, which suggested that perpetual securities do not fall under the category of a financial liability given that there is “no contractual obligation to repay its principal or to pay distribution”.
“So why is there a need to ruthlessly eliminate us from the balance sheet? We are a benign equity and not a toxic debt to Hyflux," she added.
Mdm Loo also said many elderly folk are among those who have invested their retirement funds into Hyflux. She cited an 86-year-old retiree who relied on dividends from her investments for daily expenses.
"Now (with mobility issues), it is not possible for her to work and recover her principal," Mdm Loo said.
“There are many others like her out there. Many Singaporeans will be affected by the new scheme proposed by Hyflux."
Read more at https://www.channelnewsasia.com/new...-meetings-creditors-vote-rescue-plan-11277580
https://www.channelnewsasia.com/new...-meetings-creditors-vote-rescue-plan-11277580
WHY “RUTHLESSLY ELIMINATE” US
Mdm Loo, who was given an opportunity to air her concerns in court, said retail investors like her are willing to “waive or accept low coupons”, as well as consider “staggered capital redemptions or no capital redemptions until Hyflux sees better days”.
She urged the court to accept this proposal, which she described "as a glimmer of hope" for investors like her to recover their hard-earned savings.
“We understand what Hyflux is going through. We have been informed that the potential buyer does not want any debt therefore we have decided to step down,” she said.
“I wish to highlight that in this demand proposal, there are no contractual obligations to redeem capital or to pay interest, therefore it is not a debt and it is placed in the same classification as equity.
“Our ranking is the same as equity, so is there a need to write off the preference shareholders?”
She also referred to the company’s 2017 annual report, which suggested that perpetual securities do not fall under the category of a financial liability given that there is “no contractual obligation to repay its principal or to pay distribution”.
“So why is there a need to ruthlessly eliminate us from the balance sheet? We are a benign equity and not a toxic debt to Hyflux," she added.
Mdm Loo also said many elderly folk are among those who have invested their retirement funds into Hyflux. She cited an 86-year-old retiree who relied on dividends from her investments for daily expenses.
"Now (with mobility issues), it is not possible for her to work and recover her principal," Mdm Loo said.
“There are many others like her out there. Many Singaporeans will be affected by the new scheme proposed by Hyflux."
Read more at https://www.channelnewsasia.com/new...-meetings-creditors-vote-rescue-plan-11277580
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The whole macro-aspiration is to make Singapore the world's greatest Debt Restructuring Hub. Let me share the following three bias of our courts.
- The judge disregards the court's legal or ethical obligations. Try negotiating to your bank like Hyflux when you don't pay for your home loan, ok?
"We are a benign equity and not a toxic debt to Hyflux." - Mdm Loo Leung Lun
Justice Aedit replied: "Unfortunately Mdm Loo, my role right now is very limited. Under the Companies Act, what I can do at this point is to see that the minimum requirements for a meeting are met ... and to ensure that there is sufficient information going out." [Source 1]
- Biased rules of this Voting Game. Just like "gerrymandering" in politics.
Usually bankers will abstain from voting if no instructions given, but it is also technically legal for custodian bank to vote in the best interests of clients or simply because these perpetuals and preference shares were purchase with leverage by more speculative clients who have gone bust because of Hyflux's collapse. [Source 2]
If our media had highlighted this technicality, encourage more investors to attend the voting. It is also unbelievable that the court allows EY the mammoth inclusion of appx $1 billion contingency liabilities in the voting and dilute retail investors vote. Most claims will not materialize 100% and creates exponentially higher payouts (60-75%) for unsecured bankers eventually. [Source 2] It is not not just 27% as claimed [Source 3: Unsecured creditors will receive 27 per cent of shares and $232 million in cash distribution]
Don't waste your vote. High Court allowed retail investors who have Hyflux securities in their Central Provident Fund (CPF) and Supplementary Retirement Scheme (SRS) accounts to vote in person and be counted for both in number and value. [Source 3]
Investors should turn up in full force to vote. "Creditors who hold their securities via a direct CDP account, as well as those whose securities are held through regulated depository agents and CPF/SRS agent banks, can attend the meeting as proxies and vote in person. " [Source 1]
- Ignoring perpetual bonds' technical default and tweaking the rules to merge perpetual bonds and preference shares into a single class.
The firm can now proceed with the scheme meeting on April 5 with unsecured creditors, including note holders and 29 banks, which make up one creditor class, as well as perpetual securities and preference shareholders, who make up another creditor class. [Source 3]
The court truly ignored the recognized standards of law or justice. Legally-speaking, Hyflux perpetuals have triggered a technical default. The milk as became cheese. It is no longer milk (different from preference shares). Technical defaults trigger redemption according to prospectus documents [Source 5].
Sources:
1. https://www.businesstimes.com.sg/companies-markets/hyflux-gets-court-order-for-apr-5-scheme-meeting
2. https://www.sammyboy.com/threads/hy...egulators-refusing-to-act.258403/post-2863548
3. https://www.straitstimes.com/business/hyflux-gets-nod-for-scheme-meeting-over-restructuring-bid
4. https://www.businesstimes.com.sg/co...receives-notice-of-default-from-perps-trustee
5. https://www.bondsupermart.com/main/...ramCategory=bondDocument¶mDocumentNo=1488
- The judge disregards the court's legal or ethical obligations. Try negotiating to your bank like Hyflux when you don't pay for your home loan, ok?
"We are a benign equity and not a toxic debt to Hyflux." - Mdm Loo Leung Lun
Justice Aedit replied: "Unfortunately Mdm Loo, my role right now is very limited. Under the Companies Act, what I can do at this point is to see that the minimum requirements for a meeting are met ... and to ensure that there is sufficient information going out." [Source 1]
- Biased rules of this Voting Game. Just like "gerrymandering" in politics.
Usually bankers will abstain from voting if no instructions given, but it is also technically legal for custodian bank to vote in the best interests of clients or simply because these perpetuals and preference shares were purchase with leverage by more speculative clients who have gone bust because of Hyflux's collapse. [Source 2]
If our media had highlighted this technicality, encourage more investors to attend the voting. It is also unbelievable that the court allows EY the mammoth inclusion of appx $1 billion contingency liabilities in the voting and dilute retail investors vote. Most claims will not materialize 100% and creates exponentially higher payouts (60-75%) for unsecured bankers eventually. [Source 2] It is not not just 27% as claimed [Source 3: Unsecured creditors will receive 27 per cent of shares and $232 million in cash distribution]
Don't waste your vote. High Court allowed retail investors who have Hyflux securities in their Central Provident Fund (CPF) and Supplementary Retirement Scheme (SRS) accounts to vote in person and be counted for both in number and value. [Source 3]
Investors should turn up in full force to vote. "Creditors who hold their securities via a direct CDP account, as well as those whose securities are held through regulated depository agents and CPF/SRS agent banks, can attend the meeting as proxies and vote in person. " [Source 1]
- Ignoring perpetual bonds' technical default and tweaking the rules to merge perpetual bonds and preference shares into a single class.
The firm can now proceed with the scheme meeting on April 5 with unsecured creditors, including note holders and 29 banks, which make up one creditor class, as well as perpetual securities and preference shareholders, who make up another creditor class. [Source 3]
The court truly ignored the recognized standards of law or justice. Legally-speaking, Hyflux perpetuals have triggered a technical default. The milk as became cheese. It is no longer milk (different from preference shares). Technical defaults trigger redemption according to prospectus documents [Source 5].
Sources:
1. https://www.businesstimes.com.sg/companies-markets/hyflux-gets-court-order-for-apr-5-scheme-meeting
2. https://www.sammyboy.com/threads/hy...egulators-refusing-to-act.258403/post-2863548
3. https://www.straitstimes.com/business/hyflux-gets-nod-for-scheme-meeting-over-restructuring-bid
4. https://www.businesstimes.com.sg/co...receives-notice-of-default-from-perps-trustee
5. https://www.bondsupermart.com/main/...ramCategory=bondDocument¶mDocumentNo=1488
Last edited:
@JustLikeThis can i meet you in private after the April 5 meeting? Just the two of us.
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Sorry, I prefer to have my privacy, so that I can talk freely here. Please feel free to pm me anytime.
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The career highlight of the Judge in Hyflux case is to make Singapore a great debt-restructuring hub.
http://www.iflr.com/Article/3817284...n-Singapores-new-restructuring-framework.html
The lady from wong partnership and the judge are also actively promoting Singapore's ambitious plans to become an international debt restructuring hub
http://grr.live/singapore2018
SPEAKERS
Justice Aedit Abdullah
Supreme Court of Singapore
Smitha Menon
WongPartnership
What makes an international debt restructuring hub? What can we do draws companies here to file for restructuring and insolvency (R&I) protection?
Of course, it's the ability of the jurisdiction to cram down and make creditors lose their fundamental rights. Singapore always do these whore jobs to be special.
http://www.iflr.com/Article/3817284...n-Singapores-new-restructuring-framework.html
The lady from wong partnership and the judge are also actively promoting Singapore's ambitious plans to become an international debt restructuring hub
http://grr.live/singapore2018
SPEAKERS
Justice Aedit Abdullah
Supreme Court of Singapore
Smitha Menon
WongPartnership
What makes an international debt restructuring hub? What can we do draws companies here to file for restructuring and insolvency (R&I) protection?
Of course, it's the ability of the jurisdiction to cram down and make creditors lose their fundamental rights. Singapore always do these whore jobs to be special.
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Analysis from OCBC
https://www.ocbc.com/assets/pdf/cre... ltd special interest commentary - 210219.pdf
Summary:
Senior Unsecured Creditors - Hard to Reject
Junior Unsecured Creditors - Hard to Accept
https://www.ocbc.com/assets/pdf/cre... ltd special interest commentary - 210219.pdf
Summary:
Senior Unsecured Creditors - Hard to Reject
Junior Unsecured Creditors - Hard to Accept
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Analysis from OCBC
https://www.ocbc.com/assets/pdf/credit research/special reports/2019/ocbc asia credit - hyflux ltd special interest commentary - 210219.pdf
Highlights: (Purple are my comments)
Further upside potential from contingent claims if they do not crystallise for Senior Unsecured Creditors.
If the contingent claims do not crystallise, there will be subsequent cash payouts and equity distribution from the Escrow Account, with senior unsecured lenders and bondholders receiving 80% of the cash payout and equity distribution while “Management Payout Recipients” will receive the remaining 20% of the cash payout and payout distribution. As per pg 32 of the affidavit, “Management Payout Recipients” are “management of the projects in respect of which the Contingent Claim has become Extinguished .”
Not all contingent claims are likely to crystallise
Based on the currently available disclosure, contingent claims include those relating to TuasOne, legal disputes, corporate guarantees, bankers guarantees, performance bonds and those in relation to two rental agreements with landlords. While some of these contingent claims could be crystallised, we think there is a good chance for a significant amount of contingent claims not to crystallise eventually (eg: rental related) post-restructuring, should the company emerge as a going concern post-restructuring.
Greater downside for Senior Unsecured Creditors if company falls into liquidation
Based on the liquidation analysis performed by company’s financial advisor, senior unsecured lenders and bondholders will only get 3.8% to 8.7% in recovery in liquidation. Given the large downside in liquidation versus the proposed recoveries in restructuring, we think senior unsecured creditors have more incentives to support the restructuring terms versus rejecting which may risk pushing the company into liquidation.
Lack of precedence
This is the first time in the SGD bond market that we are seeing a situation where there are a myriad class of creditors, in terms of seniority of ranking and investor profile with a large gap in bargaining power (in part due to large number of investors). Past Treasury Research & Strategy restructurings usually involved fewer stakeholders (i.e. just bank lenders and bondholders), which are more similar in ranking and homogenous within their groups.
Unity amongst N2H and BTWZ holders however will be crucial (PLEASE ATTEND TO VOTE NO)
While this may prove difficult given the sheer number of N2H and BTWZ holders (more than 34,000), it could ultimately be a source of strength in a negotiation. N2H and BTWZ holders still have a say in the restructuring outcome as senior creditors will be dependent on junior creditors to support a restructuring proposal to achieve a better return via a restructuring over absorbing bigger losses in liquidation.
Technical Default of BTWZ (Perpetual Bonds)
In our view, the missed distribution for BTWZ following the Dividend in specie may have breached a condition of HYFSP 6% PERP 27/05/2020 (“BTWZ”), which includes a dividend pusher with a 6-month look back. In other words, the distribution for BTWZ, which falls within 6 months of the payment of the Dividend in specie, cannot be deferred. Payment in specie (HyfluxShop) may have prejudiced the distribution for BTWZ
Pacifying the Management
If the contingent claims do not crystallise, there will be subsequent cash payouts and equity distribution from the Escrow Account, with senior unsecured lenders and bondholders receiving 80% of the cash payout and equity distribution while “Management Payout Recipients” will receive the remaining 20% of the cash payout and payout distribution. As per pg 32 of the affidavit, “Management Payout Recipients” are “management of the projects in respect of which the Contingent Claim has become Extinguished1 .Little is known of the profile of the Management Payout Recipients, and why they receive a return when they are not parties to the Scheme. What are the implications should they not receive the incentive to manage on-going projects?
Proceeds of the perpetuals and preference shares were used to fund Tuaspring
As per pg 10 of the affidavit, proceeds of the perpetuals and preference shares were used to fund Tuaspring. As per the non-exhaustive list of contingent claims from Schedule 2 on pg 87 of the affidavit, the majority of claims are banker’s guarantees. Given that Tuaspring is expressly excluded from the scheme, this could weaken the potential for proceeds from extinguishment of contingent liabilities to be shared. (Although Tuaspring is retained now, perpetuals and preference shares suffered the steepest haircuts)
Financial information still lacking
reason given by HYF for the extension request is that release of financials during the reorganisation process “may potentially result in inaccurate and incomplete reflection of financial information”. This means however that investors may potentially only have access to dated financial information when assessing any restructuring or reorganization proposal if no further information is announced during the scheme meetings. (Losses estimated to be in excess of a billion dollars for last FY due to inaccurate valuations in the past)
Infrastructure critical to Singapore’s future - Lending a helping hand
Recognizing the importance of reliable infrastructure as well as its significant cost, the government has flagged for two years running the possibility of support to fund large scale infrastructure projects. This is expected to come from both indirect support (Changi Airport Development Fund and Rail Infrastructure Fund) and potential direct support through the provision of government guarantees (Clifford Capital Pte Ltd, Changi Airport’s Terminal 5) or the government using its balance sheet and credit rating to lower the cost of building infrastructure. Most of the support announced so far is targeted towards transportation infrastructure. As important as transportation infrastructure is, it cannot operate without electricity. The same in effect goes for Singapore’s population – it cannot operate without water. The government has indicated as such that water security is critical to Singapore’s survival. While the Public Utility Board has step-in rights to take over Tuaspring and certain other mechanisms to protect its operations, there appears nothing similar to that currently proposed by the government to support its financial health or protect those that financed the infrastructure.
https://www.ocbc.com/assets/pdf/credit research/special reports/2019/ocbc asia credit - hyflux ltd special interest commentary - 210219.pdf
Highlights: (Purple are my comments)
Further upside potential from contingent claims if they do not crystallise for Senior Unsecured Creditors.
If the contingent claims do not crystallise, there will be subsequent cash payouts and equity distribution from the Escrow Account, with senior unsecured lenders and bondholders receiving 80% of the cash payout and equity distribution while “Management Payout Recipients” will receive the remaining 20% of the cash payout and payout distribution. As per pg 32 of the affidavit, “Management Payout Recipients” are “management of the projects in respect of which the Contingent Claim has become Extinguished .”
Not all contingent claims are likely to crystallise
Based on the currently available disclosure, contingent claims include those relating to TuasOne, legal disputes, corporate guarantees, bankers guarantees, performance bonds and those in relation to two rental agreements with landlords. While some of these contingent claims could be crystallised, we think there is a good chance for a significant amount of contingent claims not to crystallise eventually (eg: rental related) post-restructuring, should the company emerge as a going concern post-restructuring.
Greater downside for Senior Unsecured Creditors if company falls into liquidation
Based on the liquidation analysis performed by company’s financial advisor, senior unsecured lenders and bondholders will only get 3.8% to 8.7% in recovery in liquidation. Given the large downside in liquidation versus the proposed recoveries in restructuring, we think senior unsecured creditors have more incentives to support the restructuring terms versus rejecting which may risk pushing the company into liquidation.
Lack of precedence
This is the first time in the SGD bond market that we are seeing a situation where there are a myriad class of creditors, in terms of seniority of ranking and investor profile with a large gap in bargaining power (in part due to large number of investors). Past Treasury Research & Strategy restructurings usually involved fewer stakeholders (i.e. just bank lenders and bondholders), which are more similar in ranking and homogenous within their groups.
Unity amongst N2H and BTWZ holders however will be crucial (PLEASE ATTEND TO VOTE NO)
While this may prove difficult given the sheer number of N2H and BTWZ holders (more than 34,000), it could ultimately be a source of strength in a negotiation. N2H and BTWZ holders still have a say in the restructuring outcome as senior creditors will be dependent on junior creditors to support a restructuring proposal to achieve a better return via a restructuring over absorbing bigger losses in liquidation.
Technical Default of BTWZ (Perpetual Bonds)
In our view, the missed distribution for BTWZ following the Dividend in specie may have breached a condition of HYFSP 6% PERP 27/05/2020 (“BTWZ”), which includes a dividend pusher with a 6-month look back. In other words, the distribution for BTWZ, which falls within 6 months of the payment of the Dividend in specie, cannot be deferred. Payment in specie (HyfluxShop) may have prejudiced the distribution for BTWZ
Pacifying the Management
If the contingent claims do not crystallise, there will be subsequent cash payouts and equity distribution from the Escrow Account, with senior unsecured lenders and bondholders receiving 80% of the cash payout and equity distribution while “Management Payout Recipients” will receive the remaining 20% of the cash payout and payout distribution. As per pg 32 of the affidavit, “Management Payout Recipients” are “management of the projects in respect of which the Contingent Claim has become Extinguished1 .Little is known of the profile of the Management Payout Recipients, and why they receive a return when they are not parties to the Scheme. What are the implications should they not receive the incentive to manage on-going projects?
Proceeds of the perpetuals and preference shares were used to fund Tuaspring
As per pg 10 of the affidavit, proceeds of the perpetuals and preference shares were used to fund Tuaspring. As per the non-exhaustive list of contingent claims from Schedule 2 on pg 87 of the affidavit, the majority of claims are banker’s guarantees. Given that Tuaspring is expressly excluded from the scheme, this could weaken the potential for proceeds from extinguishment of contingent liabilities to be shared. (Although Tuaspring is retained now, perpetuals and preference shares suffered the steepest haircuts)
Financial information still lacking
reason given by HYF for the extension request is that release of financials during the reorganisation process “may potentially result in inaccurate and incomplete reflection of financial information”. This means however that investors may potentially only have access to dated financial information when assessing any restructuring or reorganization proposal if no further information is announced during the scheme meetings. (Losses estimated to be in excess of a billion dollars for last FY due to inaccurate valuations in the past)
Infrastructure critical to Singapore’s future - Lending a helping hand
Recognizing the importance of reliable infrastructure as well as its significant cost, the government has flagged for two years running the possibility of support to fund large scale infrastructure projects. This is expected to come from both indirect support (Changi Airport Development Fund and Rail Infrastructure Fund) and potential direct support through the provision of government guarantees (Clifford Capital Pte Ltd, Changi Airport’s Terminal 5) or the government using its balance sheet and credit rating to lower the cost of building infrastructure. Most of the support announced so far is targeted towards transportation infrastructure. As important as transportation infrastructure is, it cannot operate without electricity. The same in effect goes for Singapore’s population – it cannot operate without water. The government has indicated as such that water security is critical to Singapore’s survival. While the Public Utility Board has step-in rights to take over Tuaspring and certain other mechanisms to protect its operations, there appears nothing similar to that currently proposed by the government to support its financial health or protect those that financed the infrastructure.
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The career highlight of the Judge in Hyflux case is to make Singapore a great debt-restructuring hub.
http://www.iflr.com/Article/3817284...n-Singapores-new-restructuring-framework.html
The lady from wong partnership and the judge are also actively promoting Singapore's ambitious plans to become an international debt restructuring hub
http://grr.live/singapore2018
SPEAKERS
Justice Aedit Abdullah
Supreme Court of Singapore
Smitha Menon
WongPartnership
What makes an international debt restructuring hub? What can we do draws companies here to file for restructuring and insolvency (R&I) protection?
Of course, it's the ability of the jurisdiction to cram down and make creditors lose their fundamental rights. Singapore always do these whore jobs to be special.
Government and regulators really heartless. So obvious that the retail investors got cheated and bullied into submission, just keep quiet.
Even the judge is also bias, his career-highlight depends on pushing through the debt restructuring.
Can use normal people as judge or not? Debt restructuring don't makes sense and sides those in wrong.
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Singapore's Hyflux to ask creditors to take a bath in April vote
https://asia.nikkei.com/Business/Bu...to-ask-creditors-to-take-a-bath-in-April-vote
https://asia.nikkei.com/Business/Bu...to-ask-creditors-to-take-a-bath-in-April-vote
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REMINDER: Voting is on Friday, 5 Apr 2019.
If you are sending proxy forms, the forms have to reach them 3 days before the meeting.
BY 2 APRIL 2019
If you are sending proxy forms, the forms have to reach them 3 days before the meeting.
BY 2 APRIL 2019
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Jerome must be a scholar!!!!! Let me rephrase
The Polis Force and LTA are also monitoring the developments closely. There are adequate measures in place to ensure that traffic lights are working. Traffic Lights are critical to Singapore's roads and it is a key strategic priority of the Government to keep our traffic smooth.
As you are aware, leaving home carries risks.
Road users can come under traffic stress and not immune to accidents. There are always cars on the road. We seek you understanding that TP, LTA and Cisco Wardens are unable to prevent a car from knocking you which you leave your house. (Report to us also no use)
Regards
Jerime Lee
Scholar-Inspector (Corporate Communications), PSLE, GCE O-LEVELs, GCE A-LEVELs, BBA (Hons), MBA, PHD, PDip (Comms)
Traffic Polis
The Polis Force and LTA are also monitoring the developments closely. There are adequate measures in place to ensure that traffic lights are working. Traffic Lights are critical to Singapore's roads and it is a key strategic priority of the Government to keep our traffic smooth.
As you are aware, leaving home carries risks.
Road users can come under traffic stress and not immune to accidents. There are always cars on the road. We seek you understanding that TP, LTA and Cisco Wardens are unable to prevent a car from knocking you which you leave your house. (Report to us also no use)
Regards
Jerime Lee
Scholar-Inspector (Corporate Communications), PSLE, GCE O-LEVELs, GCE A-LEVELs, BBA (Hons), MBA, PHD, PDip (Comms)
Traffic Polis
Last edited:
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Ha Ha !
Olivia steal your coffin money !
Olivia steal your coffin money !
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Regulators telling retail investors that you lose money is your business.
You buy with your eyes wide open.
Dare to tell us no case even when there's so much false accounting involved.
Not only MAS is sleeping on their job, their reply is very sarcastic.
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