Award-winning Financial Journalist

Ashish Saxena

Event-Driven

<a href="https://www.smartkarma.com/entities/18191" target="_blank" data-smartkarma-citation="entities:18191">Halcyon Agri Corp Ltd</a> and <a href="https://www.smartkarma.com/entities/13110" target="_blank" data-smartkarma-citation="entities:13110">Sinochem Intl Corp</a> have finally announced the long-rumored consolidation of their rubber businesses.Sinochem will make a cash offer to Halcyon's shareholders provided they approved, at an EGM, a voluntary general offer for Sinochem's SGX-listed subsidiary <a href="https://www.smartkarma.com/entities/17847" target="_blank" data-smartkarma-citation="entities:17847">GMG Global Ltd</a> and a proposed acquisition of Sinochem International (Overseas) Pte Ltd's natural rubber assets by Halcyon.Already, <a href="https://www.smartkarma.com/profiles/5" target="_blank" data-smartkarma-citation="accounts:5">Arzish Baaquie</a> has summarised the multi-layered transaction in his post <a href="https://www.smartkarma.com/insights/bringing-back-the-halcyon-days-of-rubber" target="_blank" data-smartkarma-citation="insights:3195">Bringing Back The Halcyon Days Of Rubber?</a>.In this insight, the focus is on Halcyon's Executive Chairman and CEO Robert Meyer's indirect wholly-owned subsidiary Angsana Capital Ltd - the single largest shareholder of Halcyon - which has agreed to sell its shares to Sinochem.Starting as a preference shareholder of Halcyon's subsidiary in August 2014, Angsana Capital emerged as the single largest shareholder of Halcyon by November last year.Halcyon said it made a conversion offer on September 1, which was accepted by Angsana Capital on November 26.A closer look at its July 2014 circular to the shareholders suggests it couldn't have made an offer until Robert Meyer trimmed stake such that any conversion to Halcyon's shares didn't trigger an obligation for mandatory general offer.Robert Meyer, directly and indirectly, sold ~8.5% stake in Halcyon on November 26 last year. Until that day, a conversion of Angsana Capital's preference shares to Halcyon's shares might have triggered an obligation for mandatory general offer.Without alleging anything, it is worth pointing out that if Halcyon were to make a conversion offer on or after November 26, Angsana Capital would have been issued an about 8% less stake in Halcyon than what it was issued based on September 1 offer.In response to an email, Halcyon Agri replied "The Purchase Offer and acceptance thereof were made in accordance with the law, the terms of the Subscription and Shareholders Agreement and the shareholder approval relating thereto."Separately, we try to figure out who is/are behind Hong Wan Company Limited and it's wholly-owned subsidiary Singapore Tong Teik (Private) Limited which bought a substantial stake in Halcyon in off-market deal(s) on November 26.According to its latest disclosure, Singapore Tong Teik (Private) Limited has ceased to be a substantial shareholder of Halcyon after it sold a few shares in off-market deal(s) on March 28, the day trading halt was lifted after Sinochem's offer announcement.Now, let's begin with a brief background on the preference shares issued in August 2014.

Halcyon Agri Corp Ltd and Sinochem Intl Corp have finally announced the long-rumored consolidation of their rubber businesses.Sinochem will make a cash offer to Halcyon's shareholders provided they approved, at an EGM, a voluntary general offer for Sinochem's SGX-listed subsidiary GMG Global Ltd and a proposed acquisition of Sinochem International (Overseas) Pte Ltd's natural rubber assets by Halcyon.Already, Arzish Baaquie has summarised the multi-layered transaction in his post Bringing Back The Halcyon Days Of Rubber?.In this insight, the focus is on Halcyon's Executive Chairman and CEO Robert Meyer's indirect wholly-owned subsidiary Angsana Capital Ltd - the single largest shareholder of Halcyon - which has agreed to sell its shares to Sinochem.Starting as a preference shareholder of Halcyon's subsidiary in August 2014, Angsana Capital emerged as the single largest shareholder of Halcyon by November last year.Halcyon said it made a conversion offer on September 1, which was accepted by Angsana Capital on November 26.A closer look at its July 2014 circular to the shareholders suggests it couldn't have made an offer until Robert Meyer trimmed stake such that any conversion to Halcyon's shares didn't trigger an obligation for mandatory general offer.Robert Meyer, directly and indirectly, sold ~8.5% stake in Halcyon on November 26 last year. Until that day, a conversion of Angsana Capital's preference shares to Halcyon's shares might have triggered an obligation for mandatory general offer.Without alleging anything, it is worth pointing out that if Halcyon were to make a conversion offer on or after November 26, Angsana Capital would have been issued an about 8% less stake in Halcyon than what it was issued based on September 1 offer.In response to an email, Halcyon Agri replied "The Purchase Offer and acceptance thereof were made in accordance with the law, the terms of the Subscription and Shareholders Agreement and the shareholder approval relating thereto."Separately, we try to figure out who is/are behind Hong Wan Company Limited and it's wholly-owned subsidiary Singapore Tong Teik (Private) Limited which bought a substantial stake in Halcyon in off-market deal(s) on November 26.According to its latest disclosure, Singapore Tong Teik (Private) Limited has ceased to be a substantial shareholder of Halcyon after it sold a few shares in off-market deal(s) on March 28, the day trading halt was lifted after Sinochem's offer announcement.Now, let's begin with a brief background on the preference shares issued in August 2014.

Sinochem International Corporation A (600500 CH)

Halcyon: Did It End Up Issuing More Shares To Angsana Capital On Conversion Of Preference Shares?