Offeror not entitled to compulsorily exercise shares held by minority shareholders: Eu Yan Sang

EU Yan Sang on Monday warned that the offeror is not entitled to compulsorily exercise shares still held by minority shareholders, and shareholders who have not accepted the offer are likewise not entitled to exercise any rights to require the offeror to acquire their shares.

All acceptances of the offer must be received no later than 5:30pm on Aug 15, 2016.

The traditional Chinese medicine seller said that with the public float of its shares having fallen below the minimum free float requirements of 10 per cent, the Singapore Exchange may suspend the trading of the shares after the close of the offer.

The company's substantial shareholders currently hold more than 91 per cent of the total shares.

These substantial shareholders currently include the offeror (who has received valid acceptances of 80.85 per cent of the total issued shares), Hillhouse Capital Management and TFW Fund. The latter two have 10.6 per cent of the total issued shares altogether.

"If Hillhouse and TFW remain as substantial shareholders as at the close of the offer, SGX-ST may suspend trading of (Eu Yan Sang) shares. The offeror does not intend to restore the minimum 10 per cent float or to maintain the listing status of (Eu Yan Sang)," it said.

It added: "If the current substantial shareholders remain as substantial shareholders, the offeror will not be entitled to exercise any compulsory acquisition of shares held by others. Shareholders who have not accepted the offer will also not be entitled to exercise any rights to require the offeror to acquire their shares."

The offer was made by a consortium consisting of certain members of the Eu family, Tower Capital TCM Holdings and Temasek in May this year, at S$0.60 per share.

Credit Suisse (Singapore) is the exclusive financial adviser to the offeror.