CosmoSteel Holdings: All Remaining Minority Shareholders Set for Mandatory Buyout After 3HA Capital’s Takeover Offer Crosses 90% Threshold

Key Points Retail Investors Must Know

• 3HA Capital Private Limited has revised its offer to acquire CosmoSteel Holdings Limited to S\$0.25 per share in cash.
• The offer has been accepted by over 90% of CosmoSteel’s shareholders, excluding shares already held by 3HA Capital or its related entities.
• Remaining shareholders, known as “dissenting shareholders”, are now subject to a compulsory acquisition under Section 215 of the Companies Act.
• Dissenting shareholders have legal rights and a limited timeframe to respond or object.

What Does This Mean for Shareholders?

CosmoSteel Holdings Limited has entered the final phase of its takeover by 3HA Capital Private Limited, as the latter has secured acceptances for more than 90% of the company’s shares. This triggers a mandatory acquisition of all remaining shares not already owned by 3HA Capital or its affiliates.

Details of the Offer

• Initial offer: S\$0.20 per share in cash (made on 5 June 2025).
• Revised offer: S\$0.25 per share in cash (revised on 23 June 2025).
• The offer is now unconditional, given the approval threshold has been crossed.

Compulsory Acquisition: What’s Next?

Because 3HA Capital now controls over 90% of CosmoSteel’s shares, Singapore’s Companies Act allows them to compulsorily acquire the remaining shares from minority holders at the same price (S\$0.25 per share). This means if you still own CosmoSteel shares, you no longer have the option to hold out—you will be bought out at the offer price unless you take specific legal action.

Your Rights as a Dissenting Shareholder

• Request for Information: You are entitled, within one month from the notice date (15 August 2025), to demand a statement listing the names and addresses of other dissenting shareholders.
• Legal Challenge: You have until 15 September 2025 (or up to 14 days after receiving the above statement) to apply to the General Division of the High Court to object to the compulsory acquisition. If you do not act, your shares will be automatically acquired.
• Final Offer Terms: All remaining shares will be acquired at S\$0.25 per share in cash, the same as the majority of shareholders received.

Why is This Price Sensitive?

This development is highly price sensitive and marks the end of CosmoSteel Holdings as an independently traded entity. The S\$0.25 per share buyout price now sets a ceiling on the share’s value. Any trading above this price would be illogical unless a legal challenge is anticipated—which is rare and uncertain.

Shareholders should note that if they do not take legal action, they will automatically receive S\$0.25 per share in cash. There is no opportunity for a higher counter-offer at this stage, and any speculation to that effect is unfounded. The only uncertainty left is whether any dissenting shareholder will successfully challenge the buyout in court.

Actions Required for Shareholders

• Decide if you wish to challenge the buyout in court. Otherwise, no action is required—you will be paid S\$0.25 per share.
• If you require information about other dissenting shareholders, request this in writing from 3HA Capital within one month of 15 August 2025.
• Monitor any official announcements for updates, especially if any legal applications are filed.

Conclusion

The compulsory acquisition by 3HA Capital closes the chapter for CosmoSteel’s minority shareholders. The offer price of S\$0.25 per share is now the de facto final price, and all remaining shareholders will be bought out unless a successful court challenge arises. Investors should consider this development as the definitive endgame for their investment in CosmoSteel Holdings Limited.

Disclaimer: This article is for informational purposes only and does not constitute financial or legal advice. Investors should consult their own advisors regarding any actions or decisions related to this corporate event.

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