COCR to acquire TFIL -what are consequences ?

The Alchemist wrote:A interesting case where ethical and legal issues are intertwined. btw, COCR company secretary Jaycee = Julius & Creasy = CFLB Group   

Just some points that come to mind. 

1. When COCR bought out The Cooray Family interest in TFIL @ Rs 28, over 96 %, they established the price at Rs 28/ = for any future mandatory offer de-listing price. So simply and just because the price re-rated afterwards to the 40's should not make them liable to pay that incremental price. 

No they don't have to offer higher than Rs 28 voluntarily if they  want to buy remaining shares.

But just as that is an option to them , at the same time minority  shareholders should not be forced to  sell at the rate they want .  If possible they can say Rs 20 even  ( fortunately they can't do that)



2. Since we have no idea whether of future plans of COCR re TFIL i.e. leave it as a standalone company (subsidiary) or merge with it, we cannot expect them to for eg give TFIL shareholders COCR shares.

Yes we don't know the plans for sure. Could guess only


3. Since there is a new mandatory free float law of 20 % and since post acquisition, it does not comply with it, and COCR may have no desire to increase Free-float of TIFL to seek compliance, then a mandatory de-listing maybe the eventual option. 

 That can happen

4. Prior to delisting, Since the New Companies Act seems to offer COCR a remedy to forcibly buy-over remaining shares at mandatory offer price ??? IF none of the remaining shareholders objects within 2 weeks (remedy is provided), they could do so however unethical it seems. 


This is the question asked . Is the companies act proving them the power when  no other company has done it including LAMB, SHAL, GOOD etc .  

Note the comments I made regarding the contract,scheme and majority decision.  If there are 50 minority share holders can 1 top holder over rule all of them and do their bidding?  This sets a very very dangerous precedence if this ACT has a loop hole and is allowed.

Note the Sec 246 applies for amalgamation.   COCR has not issues any notice about amalgamation as per Sec 240 onwards. Then they directly quote 246 now.  

Also  when delisting time comes ( that is another matter) what are the rules that apply to delisting?  
Thats when  LAMB, SHAL,CDIC actions comes to play.  We need to dig deeper.

Also if they are so sure they can  take over minority shares by brute force ( certainly a terrible practice if allowed by authorties), why did they not disclose it during  the mandatory offer or extended mandatory offer?  
Why wait till now and do  all this drama?  


5. Perhaps the reason why COCR does not want to straightaway delist is because there maybe some clauses about a weighted average market prices etc in preceding 3 month prior (higher than Rs 28) but i doubt it since over 95 % was acquired at Rs 28. (or maybe even an independent valuation).       

Yes


6. The remedy is prescribed in the company's Act to seek relief from court within a two week period. but who except for Mr. Vignarajah will incur costs and do it ? 


Again question is whether COCR is abusing  Sec 246 or  found a loop hole
or made this forceful letter  not following  the proper steps?


CSE and SEC should play a role in this to clarify minority holders. yes am not sure how many there how can spend on court fees. .  Minority holder should query SEC /CSE also.
Thats what SEC did when PCHH issue came.  




7. Furthermore, besides the ethical issues, is it really worth it ? based on TIFL fundamentals (and if the majority Cooray Family saw fit to sell controlling stake at Rs 28), who can argue with that. Furthermore, if anyone feels TFIL is undervalued at Rs 28/-, they have the option of buying COCR, although i have not studied the valuations post acquisition.  





This is separate matter.


a) From our perspective:
 over valued or not at Rs 40 is an  interesting question. Eps will be around Rs 3.5 this year, NAV about RS 15 now. Fundamentally I would  value it now around Rs 32-35  giving an edge over GSF , Chilaw , MFL etc) looking at the consistant growth factor and earnings, dividends .

But yes there are more attractive shares in the market.  But also the present  COCR valuation,  and people expecting COCR to go to Rs 60 will be a bigger question.  GSF at Rs 30 will be question.   Many examples.
But yes the play now is more speculative  than fundamental and whether it valued much over Rs 35- 40 is arguable.

b) issue :  

But that is not the matter here. The matter is can they use brute force to make every one sell at the price they want when a mandatory offer is over.  What are minority share holder rights?  This is legal point no one here can answer looking at the wording on Sec 246.


I see people now arguing whether it is overvalued at over Rs 28 or not. That is not the matter. Also yes I agree COCR don't have to pay Rs 40. NDB did not have to offer Rs 600 either. LAMB did not force share holders either.

So there is a legal , ethical matter entangled here I agree.  


8. In Principle, their should be an option to remain as a shareholder of TFIL although it is mandatorily de-listed. (i know many people who are still shareholders for eg of Walker Tours even after JKH gave share swap for KHL and delisted Walker Tours).

Agreed

slstock wrote:I read the sinhalese and english versions of the companies act sec 246. ( to best of my understanding) .

To start and add further light, let us consider CDIC case where NDB  wanted to delist CDIC.

They did a share buy back , at Rs 545  in 2013
When they intended to delist, they made  public announcement and offered Rs 600 ( which was much more beneficial to share holders ) than the market traded price of Rs 499.9 then. So ofcourse CDIC minority benefits by accepting it. why shouldn't they.  

In this case let look at TFIL  case.

1)  TFIL was independant company operating and listed under CSE. COCR wanted to merge or absorb  TFIL  according to CB merger/acquisition  directives  before delisting.  unlike CDIC  (which is now going to be Limited company).  

To do this their offers needs to be even more attractive to what  CDIC  or KURU did for delisting is it not? People what do you think?  

2)  Let study TFIL history

  a)  For TFIL  they gave a  mandatory offer at Rs 28
  b) at that time COCR was trading in early rs 20s mind you( less than TFIL)
  c) Then they jacked up COCR to beyond TFIL value.
     ( both are having similar Net asset values. COCR eps maybe a bit more though)
  d)  Then  they offered an extended mandatory offer at RS 28 for TFIL while making
       COCR prices even going up higher to over Rs 40s.  
 e) At the end of extended mandatory offer at Rs 28 for TFIL, naturally there were people who did not want to sell at a low Rs 28
   ( note these shares are listed at CDS also , not just anywhere)
f) Then TFIL shot up to meet  COCR values in Rs 40s for obvious reasons


Now what COCR is trying to do,

1)  From what I see is COCR is trying to  misquote  the Companies act to their benefit,   offer lower prices than trading at market ( Rs 40) for TFIL to scare minority to buy them at Rs 28 which they could not get at a mandatory offer.


Here is another instance of the mis use. What if COCR got less than 90% of TFIL. They will not be in a position to even quote the Sec 246.
Now because they got thew power , they say lets abuse it.

2)  Note Companies act Sec 246
 a)  falls under section for amalgamation of companies. Where is the disclosure for such?
 b)  says  " notice in the prescribed manner to all the shareholders
holding the outstanding shares carrying voting rights, the desire to acquire such shares"

 It means to request outstanding share holders they would like to but not to forcefully  to take over their  CDS listed shares at below market prices!

Clearly this is a clear abuse and violates minority share holder rights. This is purely unfair for all minority share holders.

If this is allowed, any company who has more than 90% shares ( like CDIC , KURU, SHAL, GOOD ) etc can forcefully prescribe an offer and take over all share of the minority at below market prices!!!!  There won't be any need for SEC or small time investors.


I think some shareholder of TFIL in Sri Lanka ( also Mr Vignarajah time to fight ) should file a complaint at the court soon as possible to stop this abuse.  Else this will be trend and so bad for CSE.

SEC should  interpret what COCR is trying to do here and the safeguard the minority shareholders. It is their  duty.



Also can someone in the legal sector please read and interpret Sec  246. It will be public service.

stocks hunter wrote:

slstock wrote:Now what COCR is trying to do,

1) From what I see is COCR is trying to misquote the Companies act to their benefit, offer lower prices than trading at market ( Rs 40) for TFIL to scare minority to buy them at Rs 28 which they could not get at a mandatory offer.

I'm not agreeing to this. To my simple knowledge when COCR published the offer price the trading price of TFIL was around Rs23 - Rs25. If this was @Rs40 levels at that time it is not ethical as sls said. But here nothing has happened like that.

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Manipulators are the main culprits here.

Again this is my idea only. I may be wrong/correct. Time will tell everything.

Top Trader wrote:

slstock wrote:I read the sinhalese and english versions of the companies act sec 246. ( to best of my understanding) .

To start and add further light, let us consider CDIC case where NDB  wanted to delist CDIC.

They did a share buy back , at Rs 545  in 2013
When they intended to delist, they made  public announcement and offered Rs 600 ( which was much more beneficial to share holders ) than the market traded price of Rs 499.9 then. So ofcourse CDIC minority benefits by accepting it. why shouldn't they.  

In this case let look at TFIL  case.

1)  TFIL was independant company operating and listed under CSE. COCR wanted to merge or absorb  TFIL  according to CB merger/acquisition  directives  before delisting.  unlike CDIC  (which is now going to be Limited company).  

To do this their offers needs to be even more attractive to what  CDIC  or KURU did for delisting is it not? People what do you think?  

2)  Let study TFIL history

  a)  For TFIL  they gave a  mandatory offer at Rs 28
  b) at that time COCR was trading in early rs 20s mind you( less than TFIL)
  c) Then they jacked up COCR to beyond TFIL value.
     ( both are having similar Net asset values. COCR eps maybe a bit more though)
  d)  Then  they offered an extended mandatory offer at RS 28 for TFIL while making
       COCR prices even going up higher to over Rs 40s.  
 e) At the end of extended mandatory offer at Rs 28 for TFIL, naturally there were people who did not want to sell at a low Rs 28
   ( note these shares are listed at CDS also , not just anywhere)
f) Then TFIL shot up to meet  COCR values in Rs 40s for obvious reasons


Now what COCR is trying to do,

1)  From what I see is COCR is trying to  misquote  the Companies act to their benefit,   offer lower prices than trading at market ( Rs 40) for TFIL to scare minority to buy them at Rs 28 which they could not get at a mandatory offer.


Here is another instance of the mis use. What if COCR got less than 90% of TFIL. They will not be in a position to even quote the Sec 246.
Now because they got thew power , they say lets abuse it.

2)  Note Companies act Sec 246
 a)  falls under section for amalgamation of companies. Where is the disclosure for such?
 b)  says  " notice in the prescribed manner to all the shareholders
holding the outstanding shares carrying voting rights, the desire to acquire such shares"

 It means to request outstanding share holders they would like to but not to forcefully  to take over their  CDS listed shares at below market prices!

Clearly this is a clear abuse and violates minority share holder rights. This is purely unfair for all minority share holders.

If this is allowed, any company who has more than 90% shares ( like CDIC , KURU, SHAL, GOOD ) etc can forcefully prescribe an offer and take over all share of the minority at below market prices!!!!  There won't be any need for SEC or small time investors.


I think some shareholder of TFIL in Sri Lanka ( also Mr Vignarajah time to fight ) should file a complaint at the court soon as possible to stop this abuse.  Else this will be trend and so bad for CSE.

SEC should  interpret what COCR is trying to do here and the safeguard the minority shareholders. It is their  duty.



Also can someone in the legal sector please read and interpret Sec  246. It will be public service.

Its happy to see the long explanation given to the members benefit, as you said its an desire only allowed in the Companies Act, and if am not mistaken in one instance in a seminar organised by a Professional Body in SL, an the mergers or consolidation of the financial sector a CA cum Lawyer, explain this, saying once you buy a share you are the shareholder for Life. So i personally feel they should withdraw this letter, while making an apology, if not all the shareholders of the companies where Jacey & Company function as Secretaries must be very careful in the future.

Also if am not mistaken, recently Cargills bank announce its intention of exchange its share for the balance CALF shares and they appointed some independent body to do the valuation to determine the basis of exchange.

I feel the purpose of this letter is to scared the balance shareholders, and they might arrange some parties to buy the shares subsequent to this notice.

If they allowed to take over by force, by overcoming the laws and protection for the minority shareholders right it be the end for the share market.

Also in a personal note, COCR shareholders be watchful about the company, because tomorrow they might write to their own shares as well

suja wrote:Yes but this is an offer right?

The minority shareholders have to sell at this price. What happens if they are not willing to sell at Rs.28 and want a higher price?

suja wrote:I have this share and now I am at a BE. But a company can not buy back forcefully from your CDS account.. FYI Top Trader.

Maybe the government can do that which is not ethical like Pelwatte but not pvt companies.

So I might not sell at 28 and see what happens.

slstock wrote:Anyone noticed anything interesting on TFIL over past 2 weeks?  ( Nothing to do with COCR behavior which I have issues with)

smallville wrote:

suja wrote:I have this share and now I am at a BE. But a company can not buy back forcefully from your CDS account.. FYI Top Trader.

Maybe the government can do that which is not ethical like Pelwatte but not pvt companies.

So I might not sell at 28 and see what happens.

Read their announcement again.. Company will buy the remaining shares as of 4th Dec 2014 @ 28.. I think it will take a month to receive the cheque.

slstock wrote:Anyone noticed anything interesting on TFIL over past 2 weeks? ( Nothing to do with COCR behavior which I have issues with)

slstock wrote:

1) they know something local don't ( If you remember I was very vociferous about this move by COCR to find loop holes
in an ACT to behave like this. Whether is is legal or not is another issue. But it is  very unethical.  No other company
 did that to take over a company in this bad way also using unwanted  language. I gave several example before of other companies which
 were not taken over this way by the acquiring group. Only COCR chose to behave this way)

2) these foreigners are related to COCR ( but not disclosed) . Technically it will be violation of SEC rules , if they buy through foreign account  and not disclose.. I know foreigner account ( who we don't know) bought over Rs 30. If they are related they  TFIL has to offer over Rs 30 .
 So this is mystery.
3) these forerigners are  nuts

4) these foreigner  are planning to sell  before Dec 4th ( but why should they sell cheaper than they bought?)

smallville wrote:

slstock wrote:

1) they know something local don't ( If you remember I was very vociferous about this move by COCR to find loop holes
in an ACT to behave like this. Whether is is legal or not is another issue. But it is  very unethical.  No other company
 did that to take over a company in this bad way also using unwanted  language. I gave several example before of other companies which
 were not taken over this way by the acquiring group. Only COCR chose to behave this way)

2) these foreigners are related to COCR ( but not disclosed) . Technically it will be violation of SEC rules , if they buy through foreign account  and not disclose.. I know foreigner account ( who we don't know) bought over Rs 30. If they are related they  TFIL has to offer over Rs 30 .
 So this is mystery.
3) these forerigners are  nuts

4) these foreigner  are planning to sell  before Dec 4th ( but why should they sell cheaper than they bought?)

1) If the company has to be delisted, TFIL has to be absorbed to COCR. That's why they are quoting a price 28/- as the mandatory price. After 4th December, they may halt trading, proceed with delisting.
As of their last announcement, they hav 900K shares to be bought back for that and they will go ahead with the same figure since its unfair for the ppl who accept the manda offer if they raise the price and vice versa if they deduct it too. On the other hand its a must that they offer the highest price they bought to offer.
Imo, in this case, the poor retailers who went after this like Tsunami are in trouble but company has nothing to do in this case.

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4) On 4th, its worthwhile to watch the drama unfolds.. As per above excerpt, all reaming shares would go to COCR at 28/-. I think it will take a month or so to receive the cheque though.

On the other hand, if for some reason, TFIL come down than 27, the company might buy this time as they missed it at 26 (still 2 rupees profit for them than buying from the shareholders).

Let me tell u what Im gonna do.. I dont a give a damn abt the foreigners.. I will buy some quantity if it hits below 26 or hold what I have till 4th December as selling to them at 28 is a profit even if this doesn't go to 30s..

slstock wrote:You will buy i this goes below Rs 26 now?  It went to around Rs 24 last week. You best bet was then if you had money.

Also whether you/we give damn about foreginer or not is not the issue here. Points discussed has other depth as you will note.

smallville wrote:

slstock wrote:

1) they know something local don't ( If you remember I was very vociferous about this move by COCR to find loop holes
in an ACT to behave like this. Whether is is legal or not is another issue. But it is  very unethical.  No other company
 did that to take over a company in this bad way also using unwanted  language. I gave several example before of other companies which
 were not taken over this way by the acquiring group. Only COCR chose to behave this way)

2) these foreigners are related to COCR ( but not disclosed) . Technically it will be violation of SEC rules , if they buy through foreign account  and not disclose.. I know foreigner account ( who we don't know) bought over Rs 30. If they are related they  TFIL has to offer over Rs 30 .
 So this is mystery.
3) these forerigners are  nuts

4) these foreigner  are planning to sell  before Dec 4th ( but why should they sell cheaper than they bought?)

1) If the company has to be delisted, TFIL has to be absorbed to COCR. That's why they are quoting a price 28/- as the mandatory price. After 4th December, they may halt trading, proceed with delisting.
As of their last announcement, they hav 900K shares to be bought back for that and they will go ahead with the same figure since its unfair for the ppl who accept the manda offer if they raise the price and vice versa if they deduct it too. On the other hand its a must that they offer the highest price they bought to offer.
Imo, in this case, the poor retailers who went after this like Tsunami are in trouble but company has nothing to do in this case.

[url=/view/16185004/445][/url]

4) On 4th, its worthwhile to watch the drama unfolds.. As per above excerpt, all reaming shares would go to COCR at 28/-. I think it will take a month or so to receive the cheque though.

On the other hand, if for some reason, TFIL come down than 27, the company might buy this time as they missed it at 26 (still 2 rupees profit for them than buying from the shareholders).

Let me tell u what Im gonna do.. I dont a give a damn abt the foreigners.. I will buy some quantity if it hits below 26 or hold what I have till 4th December as selling to them at 28 is a profit even if this doesn't go to 30s..