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LTC Corp voluntary delisting resolution derailed by adjournment

STEEL trading and property group LTC Corp’s extraordinary general meeting (EGM) on Nov 14 to seek approval for voluntary delisting ended abruptly after shareholders voted for an adjournment.

According to a statement filed with the Singapore Exchange (SGX) early Thursday morning, LTC said that shareholders who were supposed to decide on the delisting resolution had instead asked for postponement on the grounds of recent proposed changes by SGX Regco on delisting rules.

The shareholders present at Swissotel Merchant Court voted successfully for an adjournment by a show of hands.

According to minority shareholder Mano Sabnani who was present at the EGM, 31 shareholders voted in favour of an adjournment versus four opposed.

Last week, SGX Regco announced that it is proposing changes to the voluntary delisting rules, which if adopted, will shift the voting power play from offerors and concert parties to minority and independent shareholders and potentially compel a sweeter exit proposition.

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The frontline regulator intends to amend the approval threshold for voluntary delistings to a simple majority of 50 per cent from 75 per cent currently.

At the EGM, LTC would have been delisted if at least 75 per cent of the votes favoured it, with not more than 10 per cent voting against it.

With the adjournment cropped up unexpectedly at LTC’s EGM, the substantive issue of delisting that the meeting was called for hangs in the balance.

However, LTC in its Nov 14 SGX filing said that there is no certainty that the SGX Regco’s proposed changes would be implemented at all or in full. And it pointed out that the adjournment of the delisting resolution does not mean that the delisting offer would proceed under the SGX Regco’s proposed regime.

It said that the company is evaluating its options and will update shareholders in due course.

The controlling shareholders of LTC have proposed a voluntary delisting with an exit offer at 92.5 Singapore cents per share after failing to force compulsory delisting from their earlier takeover bid for the steel and property group.

In the three months ended Sept 30, LTC made a net profit of S$939,000, up 6.2 per cent from the same period a year earlier. Revenue fell 23.7 per cent to S$24.8 million on lower turnover for the steel business. Earnings per share was 0.6 Singapore cent, up from 0.57 Singapore cent for the third quarter last year.

LTC counter was last traded on Nov 2 unchanged at 92 Singapore cents.

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