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IFA clarifies recommendation for Wheelock offer

PRIMEPARTNERS Corporate Finance, the independent financial adviser (IFA) to the recommending directors of Wheelock Properties (Singapore), has clarified its advice on the offer to take the company private as fair and reasonable.

In a clarification letter sent late on Thursday, the IFA said due to "market feedback", it wishes to reword a paragraph in its IFA letter "to address any perception of an inconsistency between our opinion and our recommendation to the recommending directors in relation to the offer".

The reworded paragraph is as follows: "Having considered the aforesaid points including the various factors set out in this letter and summarised in this section, we are of the opinion that the financial terms of the Offer are fair and reasonable. Accordingly, we advise the Recommending Directors to recommend that Shareholders accept the Offer, unless Shareholders are able to obtain a price higher than the Offer Price on the open market, taking into account all brokerage commissions or transactions costs in connection with open market transactions."

The original recommendation send last week on the financial terms of the offer to take the company private are "fair and reasonable, but not compelling, and are not prejudicial to the interests of minority shareholders". 

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Contacted by phone, PrimePartners chief executive Gerald Ong said he had nothing further to add beyond the clarification letter.

Last year, the Singapore Securities Industry Council (SIC) which regulates take-overs and mergers reminded IFAs to be clear and unequivocal in their opinion.

In a February 2017 bulletin the SIC said: "We would like to remind financial advisers of the need for the IFA opinion to be clear and unequivocal. If an IFA makes a recommendation on an offer, the recommendation should be to either "accept" or "reject". The recommendation should not be to accept under certain conditions, and to reject under other conditions. Accordingly, recommendations should also not be conditional. This is important to help shareholders, in particular lay investors, understand and rely on the advice."

The offer will close at 5.30pm on Sep 7, 2018 or a later date that may be announced by the offeror.