送紅股維持公眾持股量 高仁
1 :
GS(14)@2012-07-03 21:41:48....
雖然高仁在財金圈打滾十多年，但一直堅持要與時並進，皆因上市公司處理交易手法愈來愈新穎。近期的例子是， 盈大地（432）及中國星（326）於回購股份後，同樣利用派發紅股及紅利可換股債券的「奇招」，回復公眾持股量的最低規定。
一般而言，上市公司大股東持股量超過75%，其他股東的總持股量又不足25%，便不符合公眾持股量的最低規定；慣常的做法是，大股東透過配售代理減持部分股份，由獨立第三者接手，以增加公眾持股量至25%或以上，但配售價可能較市價呈現折讓。
盈大溢價35%回購然而，盈大地產及中國星卻懂得運用奇招，以派發紅股予其他股東及紅利可換股債券予大股東的方式，回復公眾持股量的規定。
這種做法比較罕見及新穎，以「發生時間」的先後次序來看，其「發明者」估計是盈大地產居多。
3 月初，盈大地產向股東提出一項高溢價股份回購要約，建議以每股回購價1.85 元（較停牌前收市價1.37 元，溢價約35%），回購約9.26 億股「街貨」，涉及資金約17.13億元。
財技解決股東恩怨
根據協議，盈大地產大股東電訊盈科（008）承諾不會就其持有14.81 億股（約61.53%股權）接納要約； 持有5.63 億股（ 約23.39%股權）的美國對沖基金Elliott Capital，承諾在回購要約期間，只會出售不超過約1.2億股。
雖然電盈及Elliott Capital 都不會在盈大地產的EGM（ExtraordinaryGenera l Meeting，股東特別大會）上投票，但因為回購要約沒有設定最低接納股份數目，所以只要其他股東通過回購決議案，Elliott Capital亦可以出售其持有全部股權。
事實上，Elliott Capital悉售所持盈大地產股權，是解決四年以來的恩怨情仇。
送股增公眾持股比重
2008 年，盈大地產獲電盈提出私有化，每股作價2.85 元， ElliottCapital 充當「攔路虎」，積極掃貨至持有16%，試圖逼使電盈調高收購價但不遂，最終令到私有化計劃胎死腹中。其後，Elliott Capital反覆增持盈大地產，至23.39%水平，惟盈大地產股價一直未見起色。心有不甘的Elliott Capital，於是致函盈大地產，批評其管理差，導致每股資產淨值（NAV）出現重大折讓，要求釋放公司價值。
最終，盈大地產與Elliott Capital達成協議，以每股1.85 元回購所有街貨，不但令Elliott Capital 可以套現10.4 億元離場，而且小股東亦有變現投資的機會，做到皆大歡喜的效果。
回購要約截止後，盈大地產接獲約8.27 股股份有效接納，佔股本約34.26%；當註銷所有回購股份後，電盈持股量達到93.59%，公眾持股量只有6.41%，要實施回復公眾持股量的措施。
盈大地產隨即施展奇招，宣布1 送4 紅股，以及股份5 合1。這當然不是一般的派送紅股行動，集團只會向小股東按1比4 的基準派發紅股，大股東電盈則會收取總值5.93 億元的紅利可換股票據（CB）；完成派送後，公眾持股量由6.41%，大幅回升至25.49% ， 符合最低規定的25%。
持紅利CB隨時增持
雖然盈大地產發行的紅利
CB 並沒有投票權，惟大股東電盈依然不會太蝕底，因為該紅利CB 沒有到期日，即是可以在任何時候兌換股份，要增持或減持「話咁易」。此外，電盈亦可以享有與派送紅股的大致相同經濟利益，例如收取股息、分派資產及資本化發行等等。
盈大地產建議在1 送4 紅股之際，同時進行股份合併，其背後目的相信是抵銷派送紅股對股價調整造成的影響，以及減少股價的波動。
中國星回購溢價更高可能是得到盈大地產的啟發，中國星6 月初亦宣布進行股份回購，建議以每股0.35 元（較停牌前收市價0.196 元，溢價78.57%），回購最多9.83 億股股份，相當於擴大後股本45.55%。
由於大股東向華強及陳明英的持股量估計將由45.74%，增加至76.5%，中國星提出1 送4 紅股方式，以回復公眾持股量至25%，當然，股東亦可選擇收取紅利CB代替紅股。
總而言之，財金圈嶄新招式無奇不有，各位「巴打」，務要格外留神！
本欄逢周二刊出
歡迎交流上市公司的財技個案及招數，請電郵至
[email protected]。
高仁
2 :
GS(14)@2012-07-03 21:44:37432
http://sdinotice.hkex.com.hk/di/ ... 2&src=MAIN&lang=ZH&
私有化
http://www.hkexnews.hk/listedco/ ... TN20080214184_C.pdf
最後失敗
http://www.hkexnews.hk/listedco/ ... TN20080417540_C.pdf
回購派紅股
http://www.hkexnews.hk/listedco/ ... N201203021097_C.pdf
http://www.hkexnews.hk/listedco/ ... TN20120405021_C.pdf
http://www.hkexnews.hk/listedco/ ... TN20120621479_C.pdf
326
http://www.hkexnews.hk/listedco/ ... TN20120605005_C.pdf
3 :
GS(14)@2012-07-03 21:46:06其實他可能唔知8008先是始祖
http://www.hkexnews.hk/listedco/ ... LN20100909018_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20100928060_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20101125018_C.pdf
4 :
健次郎(29109)@2012-07-03 21:55:58呢招都幾高,連"獨立第三者"果筆都慳返.
5 :
GS(14)@2012-07-03 21:56:554樓提及
呢招都幾高,連"獨立第三者"果筆都慳返.
老細又可變相可以公正地持多些股票
6 :
GS(14)@2013-06-11 23:36:12http://www.hkexnews.hk/listedco/ ... TN20130328486_C.pdf
3688 都咁做
7 :
GS(14)@2013-06-11 23:36:29http://webb-site.com/articles/freefloat.asp
Webb哥都講
Investors in SCMP Group Ltd (SCMP, 0583), publisher of the South China Morning Post, must be growing weary of the repeated long-term suspension by the Stock Exchange of dealings in their shares, after another 3 months in the deep freeze. This is through no fault of their own, or even of the company, because this is entirely a matter of the Listing Rules and the ownership structure. They are not the only ones to be impacted by Listing Rule 8.08. In this article we will explain by the rule requiring a 25% public float should be scrapped, because it has no real purpose, and because the only way to enforce it is to victimize minority shareholders by suspending their shares from trading.
Background
On 13-Dec-2007, the Kuok family's Kerry Media Ltd (Kerry) bought 3.20% of SCMP at $2.39 in an off-market transaction, raising its stake (including its associates) to 44.85%. That was more than the 2% per year "creeper" allowance (for creeps) under the Takeover Code, so it resulted in a mandatory general offer at the highest price paid within the previous 6 months, which was $2.75. The offer closed on 25-Feb-2008 with acceptances and purchases during the offer period raising the stake to 74.93%. This was despite the advice from Platinum Securities Co Ltd in the response document, advising independent shareholders not to accept the offer.
As of 21-Mar-2007, Silchester Partners Ltd (Silchester, UK), an asset manager and long-term substantial shareholder, held 14.00%. They did not accept the offer, and as they are over 10%, under the Listing Rules they do not count towards the public float requirement of 25%. As a result, on 27-Feb-2008, the Stock Exchange suspended the shares on the grounds that the remaining public float was below 25%, freezing the minority shareholders. On 6-Mar-2008 SCMP announced that Silchester held 14.06%, leaving a public float of 11.01%.
Parking
A whole year went by, then on 27-Feb-2009, Kerry agreed with 3 investment banks, JPMorgan Chase Bank, Deutsche Bank and Bank of East Asia (BEA, 0023), to "sell" 225m shares (14.4%, one-third to each bank) at $1.70 (38% discount to market), and the banks had the right to sell them back to Kerry on the 4th anniversary at a price which would give the banks a return of 1.1% p.a., which we will call a "parking fee". Kerry also had the right to require the banks to exercise the put options at any time, so in effect Kerry held a call option at the same price.
The combination of a long put and short call is virtually the same as a forward sale, because it is in the interests of one side or the other to exercise their option, assuming they have a common view on the value of the shares. To make things air-tight, Kerry deposited the proceeds of the "sale" with the same 3 banks, as collateral for its future payment under the put options. Any dividends reduced the exercise price of the option, allowing Kerry to withdraw the same amount from the collateral (less the accrued parking fee). In theory, the banks could have sold the shares in the market at above the put price (if such a price was available), but then if Kerry called the shares back by requiring the banks to exercise the put option, the banks would have to repurchase the shares in the market, so that was never likely to happen.
In short, this was an arrangement to park shares with banks for 4 years, in order to technically satisfy Listing Rules on the public float without actually reducing Kerry's economic interest or increasing the number of shares in circulation in the market. It worked. With the blessing of the Stock Exchange to this highly contrived arrangement, trading resumed in the afternoon of 2-Mar-2009, with a purported public float of 25.12%, including the 14.4% held by the banks.
Apart from the parking fee and expenses, Kerry also paid the banks an undisclosed advisory fee. It is worth mentioning at this point that David Li Kwok Po, the Chairman and CEO of BEA, has been an INED of SCMP since its IPO in 1990. Kuok Khoon Ean, then Chairman of SCMP and son of Kerry's founder Robert Kuok Hock Nien, has been an INED of BEA since 10-Jan-2008, and fellow Malaysian tycoon Khoo Kay Peng has been an NED of SCMP since 25-Jun-1994 and of BEA since 15-Oct-2001.
Roll the clock forward 4 years, and on 7-Feb-2013, Kerry triggered the options, reducing the official public float back to 10.59%, so SCMP warned investors that upon completion on 26-Feb-2013, the stock would again be suspended. And so it was. Investors have now spent more than 3 months without access to their capital.
Bonus shares
There is another way to avoid the free float rule. Create a new class of non-voting securities which have all the same economic attributes as the shares (as to dividends, capital on liquidation, and so on) but are not listed or transferable, and then declare a bonus issue in which shareholders can elect to receive either ordinary shares or the new unlisted securities. The majority shareholder then accepts the unlisted securities, reducing his percentage of the ordinary shares and thereby restoring the free float without making any change to the economic value of the free float or to his economic interest in the company.
An early example of this was Sunevision Holdings Ltd (Sunevision, 8008). On 9-Sep-2010, it announced a 1:1 bonus issue, with the option of receiving unlisted, irredeemable non-transferable convertible notes instead. Sunevision was 84.64% owned by Sun Hung Kai Properties Ltd (SHKP, 0016) and they needed to increase the float by 30-Jun-2011 when the Listing Rules were changed to require a 25% float. By electing to receive the notes, SHKP's shareholding was cut to 73.37%, while its economic interest remained at 84.64%.
A more recent example is Top Spring International Holdings Ltd (Top Spring, 3688). On 28-Jan-2013, it announced that its public float had dropped below 25% and was then 20.64%. On 27-Mar-2013 it announced a 2:5 bonus issue of shares with an alternative of unlisted perpetual subordinated convertible securities. This would raise the public float to 25.14%, assuming nobody but the chairman elected to receive the convertibles. His voting interest would drop, but his economic interest would remain the same.
Again, these arrangements satisfy the Listing Rules but make no difference to the economic value (or market capitalisation) of the publicly held, tradable shares. In that respect, the costs incurred in terms of legal fees, printing and advisory fees are a waste of shareholders' money purely to satisfy a Listing Rule.
The float rule lacks a proper purpose
What is the purpose of the public float rule? If it is to provide some minimum value of tradable shares, then it fails, because there are plenty of companies whose entire market value is less than the public float of SCMP and yet they are not suspended, and because it is easily circumvented with a bonus share scheme which does nothing to increase the market value of the public shares.
There is full disclosure of insider shareholdings, so investors are aware (if they choose to be) what the public float of any company is. Furthermore, if a major shareholder in a listed company keeps buying the shares, by reducing the float he is making it easier to block an eventual privatisation and delisting, because it only takes 10% of the minority shares to veto such a deal. So without a free float rule, major shareholders would be unlikely to push it that far.
As the SCMP case demonstrates, the float rule is in practice unenforceable, because the Listing Rules and the Listing Agreement are a contract binding companies, not shareholders. Companies cannot force their shareholders to sell, or to buy in privatisation offers. Even the bonus share manoeuvre described above requires shareholder approval, which may not be forthcoming. SCMP has recently said that Kerry will not support such a move. Perhaps it suits them to freeze Silchester and all the other minority shareholders, by refusing to support an artificial bonus share scheme which would restore the public float. It might make it easier to squeeze them out with another low privatisation offer.
If this is a question of voting rights, then from a minority shareholder perspective, it makes little difference to the balance of power whether the major shareholder owns 70% or 90%. With 75% you can pass a special resolution to change the articles of association even if all the other shareholders vote against it. Turnouts in shareholder meetings are never 100%, so in practice you can absolutely control a company with 70%, and of course you can absolutely elect or remove any director with a 50% majority of the votes cast in general meetings.
The public float rule places minority shareholders in all companies at constant risk of having their shareholdings frozen by the Stock Exchange despite the fact that neither they, nor the company, have done anything wrong, but purely because of the actions of other shareholders. That risk is obviously higher in situations with two substantial shareholders where, for their own economic reasons, neither of them wishes to sell.
Scrap the rule
The public float rule should be scrapped. Let the market trade. The market has full information on what the substantial shareholdings over 5% are (to the nearest whole percent) as required by law. Investors can make their own choice over whether they want to own shares in a small percentage float, whether it is a large company or a small one. Investors should not have to pay, via their companies, to execute convoluted bonus share schemes just to comply with the Listing Rules, and should not be at risk of having their money frozen in suspended shares purely because of the actions of other shareholders. This rule is not serving investor interests.
8 :
greatsoup38(830)@2013-06-12 15:40:12http://hk.apple.nextmedia.com/financeestate/art/20130612/18294411
【本報訊】獨立股評人David Webb建議，廢除上市公司必須要有25%公眾持股量的規限，因為這只會迫使小股東無緣無故承受上市公司停牌之苦，成為這上市條例的犧牲者。
David Webb援引南華早報（583）為例，早於2008年2月南華早報大股東持股量增至74.93%。
南早大股東曾破解招數
不過，餘下的25.07%權益中，有一名基金股東Silchester持有南華早報14%權益，超過了10%，因而不符合公眾股東資格要求，結果只有11.01%的小股東符合公眾股東資格，南華早報違反了上市規則；結果在大股東和公司均沒有犯錯的情況下，公司要被迫停牌。
David Webb又指出，市場已有不少迴避方法，令到這條規則形同虛設。
早於2009年2月南華早報大股東便使出破解招數，向三名投資銀行「出售」合共2.25億股或14.4%南華早報的股份，於四年後大股東可以行使認購權購回相關股份，但就每年向這三間投行繳付「泊位費」1.1%；若計及這三間投行股份，公眾持股量輕易回升至25%。當四年過去，大股東回購這筆股份後，南華早報又再次面對公眾持股量不足的情況，令集團再度陷入停牌困局，已達3個月。