Singapore Exchange Regulation (“SGX RegCo”) refers to the SGXNet announcement issued by Vard Holdings Limited (the "Company") on 1 May 2018 that the Results of the Extraordinary General Meeting convened on 30 April 2018 (the “EGM”) is subject to review by SGX RegCo.
SGX RegCo has reviewed the Company’s submissions in relation to its EGM (the “Submissions”) and noted certain inaccuracies in the financial evaluation of the terms of the Exit Offer presented in the Independent Financial Adviser’s (“IFA”) Letter ("IFA Letter"). The correct historical P/NAV multiple for Sembcorp Marine on page I-20 of the IFA Letter should be 1.7X instead of 1.2X as disclosed in the IFA Letter. The inaccuracy in Sembcorp Marine’s historical P/NAV multiple has a consequential effect on the mean P/NAV multiple of the Comparable Companies stated in the IFA Letter. The correct multiple should be 1.2X instead of 1.1X as erroneously stated.
These P/NAV figures are part of the information that shareholders take into consideration to make an informed decision on the Company's proposed voluntary delisting ("Proposed Delisting") and the inaccuracies have resulted in the Exit Offer (at a P/NAV multiple of 0.9X) appearing closer to the mean P/NAV multiple of the Comparable Companies than it actually is.
The Exchange’s Assessment
Listing Rule 1307 provides that the Exchange may agree to an application by an issuer to delist, subject to certain conditions. Listing Rule 105(1) further provides that the exchange may at any time vary its decision in any way, or revoke it.
Given the inaccuracies in the relevant information, the Exchange's no-objection to the Proposed Delisting (as set out in exchange's letter dated 4 April 2018) will not be valid unless the Company fulfils the following conditions:
- submitting an updated draft Delisting Circular to the Exchange for its review pursuant to Listing Rule 1202. In this regard, the updated draft Delisting Circular must include, inter alia,:-
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i. an updated IFA Letter with the inaccuracies corrected and reflecting the current developments of the Company; and
- an updated Independent Directors’ recommendation to shareholders (taking into account the updated IFA Letter). The recommendation should state their assessment and the basis as to whether: (1) the shareholders should vote for the Delisting Resolution; and (2) the Exit Offer Price is reasonable;
b. convening a general meeting in respect of the updated Delisting Circular in accordance with Listing Rule 704(15); and
c. otaining shareholder approval for the delisting in accordance with Listing Rule 1307.
