Takeover mechanisms matter in privatisation offers

Singapore

AT Vard Holdings' extraordinary general meeting (EGM) in July, a number of shareholders - including some veterans - asked why the offeror, Italian shipbuilder Fincantieri Oil & Gas, could not "collect shares" from the market and only "compulsorily acquire" the company when it has crossed the 90-per-cent free float threshold.

The context: they were complaining that the offeror was forcing shareholders to vote on a binary-outcome resolution to delist the company - a fight that they could not win. And indeed, the delisting resolution was eventually passed, with more than 96 per cent of those present voting for the delisting, not least because the offeror owned over four-fifths of Vard and participated in the vote.