It failed to meet a free float requirement that at least 10% of its shares are at all times held by the public.
Payroll services firm Boardroom has applied to be delisted from the Singapore Exchange’s (SGX) mainboard after its free float requirement dropped below the 10% mark, a filing with the local bourse revealed.
As set out in the offer document on 31 May in relation to the voluntary unconditional cash offer made by CIMB Bank Berhad, Singapore Branch for and on behalf of Salacca, a wholly-owned subsidiary of G. K. Goh Holdings, the offeror “does not intend to support any action or take any steps to maintain the listing status of the company, or to restore the free float of the Boardroom shares.”
In an Offeree Board circular, SAC Capital Private (IFA), the independent financial adviser to the directors of Boardroom, noted that it was of the opinion that the financial terms of the offer put in by Salacca were fair and reasonable, and advised shareholders to accept.
“On the basis of the foregoing, the offeror has requested that the company consider a voluntary delisting from the Singapore Exchange Securities Trading (SGX-ST) in accordance with rules 1307 and 1309,” Boardroom noted.
Meanwhile, Boardroom’s shareholder Symphony House (SHSB), which owns 7.63% of the firm’s shares, has given an irrevocable undertaking to vote in favour of the delisting if any shareholder meetings are convened.
In an earlier announcement in June, Salacca and its concert parties owned, controlled or agreed to acquire 183.83 million Boardroom shares, representing approximately 87.68% of the total number of Boardroom shares in issue. Accordingly, taking into account the shareholdings of SHSB of 16 million,the total number of Boardroom shares in issue which would be voted in favour of the proposed delisting would amount to approximately 95.31% of the total number of Boardroom shares in issue.
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