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BT Mark to Market: Independent Financial Advisors —The Gatekeepers of Singapore's Corporate Takeover
BT Mark to Market: Independent Financial Advisors —The Gatekeepers of Singapore's Corporate Takeover

Business Times

time30-06-2025

  • Business
  • Business Times

BT Mark to Market: Independent Financial Advisors —The Gatekeepers of Singapore's Corporate Takeover

Dive into this week's episode of the 'Mark To Market' podcast for an in-depth analysis of the pivotal role independent financial advisors (IFAs) play in corporate Singapore. Discover why their work is both crucial and often criticised. Learn about recent high-profile delistings and the outcomes that hinged on IFA evaluations. Join Ben Paul, a senior correspondent at The Business Times, as he delves into the contentious world of exit offers and delistings under Singapore Exchange (SGX) Listing Rules. This episode promises to offer insightful commentary on why IFAs hold a critical position in determining the fairness and reasonableness of these offers. Find out how these gatekeepers protect minority shareholders and the ramifications of their opinions. Great Eastern's Extraordinary General Meeting Slated for July 8, this crucial event will decide whether the insurer goes private with OCBC's exit offer or resumes trading. Learn about the two key conditions that an exit offer must meet to be deemed acceptable, and how IFAs influence these deals. Delve into past instances where IFA recommendations, such as those for Great Eastern and Boustead Projects, led to improved terms for minority investors and the ensuing market reactions. Major Shareholders vs Minorities BT in your inbox Start and end each day with the latest news stories and analyses delivered straight to your inbox. Sign Up Sign Up Understand the inherent tension in take-private offers and why IFAs often find themselves in the crossfire. Get acquainted with the guidelines that stress the need for IFAs to maintain objectivity and transparency in their evaluations. This episode of 'Mark To Market' is a must-listen for anyone interested in corporate governance, market regulations, and investor protection in Singapore. Whether you're a market watcher, a minority shareholder, or simply intrigued by the dynamics of corporate takeovers, Paul's expert analysis will leave you with a clearer understanding of these complex processes. Listen now to the full episode and stay ahead of market trends and corporate developments with Ben Paul. 'Mark to Market' is a podcast of BT Correspondents. Look out for the next episode featuring wealth editor, Genevieve Cua. And if you have any thoughts or questions, feel free to reach out to us at btpodcasts@ Written and hosted by: Ben Paul (benpaul@ Edited by: Howie Lim & Claressa Monteiro Produced by: Ben Paul, Howie Lim & Chai Pei Chieh A podcast by BT Podcasts, The Business Times, SPH Media --- Follow BT Correspondents: Channel: Amazon: Apple Podcasts: Spotify: YouTube Music: Website: Do note: This podcast is meant to provide general information only. SPH Media accepts no liability for loss arising from any reliance on the podcast or use of third party's products and services. Please consult professional advisors for independent advice. --- Discover more BT podcast series: BT Money Hacks: BT Podcasts: BT Market Focus: BT Branded Podcasts: BT Lens On:

GE proposal: OCBC minority shareholders' perspective
GE proposal: OCBC minority shareholders' perspective

Business Times

time18-06-2025

  • Business
  • Business Times

GE proposal: OCBC minority shareholders' perspective

I represent a group of OCBC shareholders. We refer to the article 'GEH, OCBC's proposals a victory of sorts for minorities who have held out, endured suspension' (BT, Jun 9) and were surprised by Ben Paul's suggestion that OCBC will move to meet Great Eastern (GE)'s minority shareholders' demands if the insurer remains listed. While Ben Paul has declared himself as a shareholder of both OCBC and GE, he seems to have ignored the need for the bank to protect the interests of its shareholders. We do not want OCBC to overpay for GE. Last year's offer at S$25.60 was already a 37 per cent premium over GE's last traded price of S$18.70. OCBC was also not buying a controlling stake in GE as it had already owned over 88 per cent in May 2024. The independent directors of GE, on the advice of an independent financial adviser (IFA), had advised minority shareholders to accept OCBC's offer, after all the factors have been considered. After the general offer last year, OCBC pulled in an additional 5 per cent or so of GE shares. This is a prudent move, and from our point of view, a smart one, made in the interests of the over 125,000 of OCBC shareholders. At OCBC's AGM this year, we applauded OCBC chairman Andrew Lee for what he said: 'We are not a small-time business where we can raise (the offer price) as we like. We have governance, we have process…The Board has exercised its fiduciary duty in keeping strictly to the process. That is the balance and prudence that we as directors of OCBC have practised.' BT in your inbox Start and end each day with the latest news stories and analyses delivered straight to your inbox. Sign Up Sign Up As OCBC shareholders, we are behind the bank's strategy to strengthen itself as an integrated financial services group to better synergise its businesses. As opposed to a pure banking play, an integrated financial services model will unlock more value for us over the long term. The idea of distributing GE shares to us should therefore not be entertained as it would be a senseless hollowing out of a good bank. OCBC's current exit offer for GE is clearly not its own wish. It was made at the request of GE, to help it get out of a limbo marked by months of trading suspension and repeated extensions granted by the bourse operator to find palatable solutions. It is a conditional exit offer which is different from last year's unconditional general offer. As a parent company of GE, OCBC is likely expected by regulators to help GE comply with the listing rules. The IFA to the deal, EY, has said the current offer is 'fair and reasonable', while some have continued to point out that the offer at S$30.15 per share is lower than the insurer's embedded value of S$38.08 per share as at end-2024. What has been consistently missing in the news reports is the simple fact that the embedded value depends to a significant extent on OCBC being a distributor of GE's products. A look through GE's financials will show that bancassurance accounted for more than a quarter of the insurer's total weighted new sales in FY2024. In fact, it is in OCBC shareholders' interests to start charging fair value for the exclusive use of the bank to sell the insurer's products. Make no mistake that if this nuclear option were taken, GE's embedded value would be far lower than that of S$38.08 per share. But this is an option that the bank has steered clear of then – and now. For the BT writer, it would probably make no consequential difference if GE's embedded value falls. Such would not be the case, however, for GE shareholders who do not also own OCBC shares. The writer should acknowledge that for him to push one narrative may benefit him but hurt other GE shareholders. Given the fundamentals of the situation, there really is no incentive for OCBC to up its offer last year. There is also little motivation for OCBC to make another general offer in the foreseeable future if the GE delisting fails on Jul 8. It goes without saying that the interests of the 125,000 OCBC shareholders have to be represented by OCBC, and we believe the bank has done so. More importantly, the 800 or so GE shareholders cannot expect OCBC to consider their interests alone. That is the responsibility of GE and its board. Jonathan Kuek

BT Mark to Market: From public to private - Reit delistings in Singapore
BT Mark to Market: From public to private - Reit delistings in Singapore

Business Times

time02-06-2025

  • Business
  • Business Times

BT Mark to Market: From public to private - Reit delistings in Singapore

Reits have been in the news lately from better than expected results to the keenly followed delisting of Paragon Reit. But does the retail reits' delisting signal a trend? In the latest episode of the investment podcast Mark to Market from The Business Times, host Ben Paul muses on this question. Delisting a new trend? Companies like Paragon Reit and Frasers Hospitality Trust (FHT) have announced plans to delist, sparking conversations about the future of the Reit market. Paul breaks down the various factors influencing these decisions, from macroeconomic trends to structural challenges within the real estate sector. He explains that higher interest rates, increased debt costs, and the strong Singapore dollar are contributing to these Reits' struggles to maintain their value and cash distributions. For investors, understanding these dynamics is crucial. Why are Reits popular A NEWSLETTER FOR YOU Tuesday, 12 pm Property Insights Get an exclusive analysis of real estate and property news in Singapore and beyond. Sign Up Sign Up Reits have delivered consistent cash distributions and the tangible nature of their investments, such as shopping malls and hotels have been at the core of their enduring popularity to investors. However as the episode reveals, the need for significant property reinvestment and asset enhancement initiatives (AEIs) often goes overlooked. Paragon Reit's plan for a major AEI at Paragon on Orchard Road, for example, underscores the hidden challenges in maintaining and increasing property value in a competitive market. Underwhelming historical performance Paul covers historical performance data, showing that hospitality trusts have struggled, with average returns significantly underperforming compared to other sectors. This context is vital for investors when considering the long-term health and viability of their holdings in Reits. Another compelling reason to tune into this episode is Paul's analysis of the potential future of the Singapore Reit market. He wonders whether the trend of delisting will continue or if we'll see a resurgence of new, more resilient Reits entering the market. Compensation and the minority investor This episode dives into the delicate balance between the interests of Reit managers and the minority investors. Paul questions whether the compensation for minority investors in delisting scenarios is fair, citing past instances and current market conditions. This analysis would be helpful to investors faced with the question of accepting an offer or holding out for potentially better deals. Listen now for Ben Paul's expertise and the detailed examination of various Reits' performance, strategic decisions, and market trends to help you navigate this complex investment landscape. Mark to Market is a podcast of BT Correspondents. Look out for the next episode featuring wealth editor, Genevieve Cua. And if you have any thoughts or questions, feel free to reach out to us at btpodcasts@ Written and hosted by: Ben Paul (benpaul@ Edited by: Howie Lim & Claressa Monteiro Produced by: Ben Paul, Howie Lim & Chai Pei Chieh A podcast by BT Podcasts, The Business Times, SPH Media --- Follow BT Correspondents: Channel: Amazon: Apple Podcasts: Spotify: YouTube Music: Website: Do note: This podcast is meant to provide general information only. SPH Media accepts no liability for loss arising from any reliance on the podcast or use of third party's products and services. Please consult professional advisors for independent advice. --- Discover more BT podcast series: BT Money Hacks: BT Podcasts: BT Market Focus: BT Branded Podcasts: BT Lens On:

Lyon Investments ups offer price for Sinarmas Land and extends closing date
Lyon Investments ups offer price for Sinarmas Land and extends closing date

Business Times

time11-05-2025

  • Business
  • Business Times

Lyon Investments ups offer price for Sinarmas Land and extends closing date

[SINGAPORE] Lyon Investments has raised the offer price for Sinarmas Land shares to S$0.375 a share from S$0.31 a share, in an announcement on Saturday (May 10). The closing date has been extended to 5.30 pm on May 29. The revised offer price represents an increase of 21 per cent or S$0.065 over the initial offer price, and is higher than the highest closing price of Sinarmas Land shares for more than six years. The offeror, Lyon Investments, held about 70.3 per cent of the total number of issued shares in Sinarmas Land at the launch of the initial offer. As at May 9, the offeror received valid acceptances of about 23.9 per cent of the total shares. This brings Lyon Investments' total number of shares to about 94.2 per cent. The revised offer comes as the independent financial adviser (IFA) for the transaction, W Capital Markets, said that the offer was 'not fair but reasonable'. Sinarmas Land's share price closed above the initial offer price on every trading day since the offer was announced on Mar 27 – save for Apr 24, when it closed at S$0.31. On May 5, the Securities Investors Association (Singapore), also known as Sias, criticised the offer as 'exploitative'. It then urged the offeror to revise its bid to more fairly reflect the company's net asset value per share, which stood at S$0.851 as at end-2024. The IFA hit back at the concerns raised by Sias and The Business Times columnist Ben Paul in his Mark to Market column, insisting that its valuations of Sinarmas Land's assets are 'appropriate' and 'consistent with widely accepted industry practice'. Shares of Sinarmas Land closed unchanged at S$0.32 on May 9.

IFA stands its ground on valuations in Sinarmas Land offer; says methods used ‘appropriate' and in line with practice
IFA stands its ground on valuations in Sinarmas Land offer; says methods used ‘appropriate' and in line with practice

Business Times

time06-05-2025

  • Business
  • Business Times

IFA stands its ground on valuations in Sinarmas Land offer; says methods used ‘appropriate' and in line with practice

[SINGAPORE] W Capital Markets, which is advising Sinarmas Land's independent directors on the Widjajas' offer to privatise the company, insists its valuations of the group's assets are 'appropriate' and 'consistent with widely accepted industry practice'. The independent financial adviser (IFA) was responding to concerns raised by the Singapore Investors Association (Singapore) or Sias, and The Business Times columnist Ben Paul in his Mark to Market column. Both parties had argued that the IFA's valuation range for Sinarmas Land shares was undervalued. In a letter addressed to Sinarmas' independent directors on Monday, W Capital said it 'categorically refutes' these suggestions and that it had adopted the most appropriate methods in line with conventional industry practice by other IFAs in Singapore. It had earlier said the offer from Widjaja-family linked Lyon Investments was 'not fair but reasonable', estimating a fair value range of S$0.35 to S$0.361 per share, derived from a sum-of-the-parts (SOTP) analysis of the company's listed and unlisted assets. BT columnist Ben Paul had questioned the IFA's fair value and whether its valuations captured the full potential of Sinarmas Land's components, noting that the company's assets could likely fetch prices in the private market that are 'well above the valuations implied by their public-listed holding companies'. BT in your inbox Start and end each day with the latest news stories and analyses delivered straight to your inbox. Sign Up Sign Up In response, W Capital Markets said the SOTP method was appropriate given Sinarmas Land's nature as a pure investment holding company, with no direct control over the assets held by the company's listed subsidiaries that operate under separate management teams. On the view that IFAs tend to ignore how the basis of valuation might change once a target company is taken private, W Capitals said its role was not to speculate on and assess private market valuation frameworks that may alter a company's value after a delisting. 'Our adopted yardsticks for assessment do not deviate from conventional industry practice taken by other IFAs in Singapore,' the firm said. Sias had charged that the IFA's valuation had 'double-discounted' Sinarmas Land's unlisted assets, both in its SOTP analysis which valued the assets at a 37 per cent discount to its revalued net asset value (RNAV), as well as applying a 'holding company discount' of 20 to 22 per cent to its valuation. The IFA responded that the company's RNAV may not reflect fair value, as it does not account for additional costs including professional fees, liquidation costs or regulatory requirements, which could all reduce the realisable RNAV. It noted that comparable companies and past Singapore Exchange privatisations have typically been priced below net asset value and in such cases, were deemed to be fair and reasonable by IFAs. As for the holding company discount, it said such methods are commonly applied to reflect the market perception of risks involved in owning a holding company. Corporate expenses, tax implications from dividends and investors' limited control over subsidiaries could also be the basis for such discounts, the IFA said. 'We strongly disagree with Sias' view that there is double discounting,' said Wayne Lee, chairman and chief executive officer of W Capital Markets, arguing that the holding company discount is conceptually distinct from the SOTP methodology. Shares of Sinarmas Land were trading flat at S$0.32 at 3 pm on Tuesday.

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