Hanwha Ocean SG Holdings Pte. Ltd. Moves to Compulsory Acquisition and Delisting of Dyna-Mac Holdings Ltd.

In a significant development, Hanwha Ocean SG Holdings Pte. Ltd., represented by United Overseas Bank Limited, has announced the completion of its voluntary unconditional cash offer, achieving over 90% acceptance from shareholders of Dyna-Mac Holdings Ltd. This milestone grants Hanwha Ocean the right to proceed with compulsory acquisition of the remaining shares and initiate the delisting process from the Singapore Exchange Securities Trading Limited (SGX-ST).

Key Developments and Shareholder Implications

• The offer, initially announced on 2 October 2024, has been declared unconditional with Hanwha Ocean securing valid acceptances representing approximately 92.22% of total issued shares.
• Under Section 215(1) of the Companies Act, the Offeror is entitled to compulsorily acquire all shares not acquired under the offer, thus affecting dissenting shareholders who may not wish to tender their shares.
• Shareholders who have not yet accepted the offer still have the opportunity to do so until 5.30 p.m. (Singapore time) on 20 November 2024, after which any late acceptances will be rejected.
• Upon completion of the compulsory acquisition, Dyna-Mac Holdings Ltd. is set to be delisted from SGX-ST, which will influence any remaining public trading activities.

Loss of Free Float and Trading Suspension

The achievement of over 90% shareholding by Hanwha Ocean means that the free float requirement is no longer met, leading to the potential suspension of trading by SGX-ST. Under SGX rules, this situation mandates a minimum of 10% of shares held by at least 500 public shareholders to avoid suspension.

Procedures and Advice for Shareholders

Shareholders who have validly accepted the offer can expect payment within seven business days following the unconditional announcement. Those who have not yet accepted are advised to complete the necessary forms by the closing date. CPFIS and SRS investors will receive instructions from their respective agent banks.

Dissenting shareholders have rights under Section 215(3) of the Companies Act to require Hanwha Ocean to acquire their shares, though they are advised to seek independent legal advice if uncertain.

If the trading suspension is implemented, Hanwha Ocean has indicated no intention to support any actions to lift the suspension, reinforcing their strategy to delist the company.

Disclaimer

This article is for informational purposes only and does not constitute financial advice. Readers should consult their financial advisors before making any investment decisions.

View Dyna-Mac Historical chart here