NTEEP breaches free float rule
22 May 2007
Readers will recall that in 2005 Webb-site.com urged shareholders to reject what we regarded as a low-ball offer by Nam Tai Electronics Inc. (NYSE: NTE) to privatise Nam Tai Electronic & Electrical Products Ltd (NTEEP, 2633) at $1.80 per share. They did.
More recently, NTEEP announced on 14-Apr-07 that it had sold all of its holding in Shenzhen-listed TCL Corp for US$54.0m (before commission, expenses and tax), adding to the cash pile of US$77.5m at 31-Mar-07, when NTEEP had borrowings of only US$2m, from NTE. So the total net cash is about US$129.5m, or about HK$1.15 per NTEEP share.
Starting on 10-May-07 when its holding was 70.31%, NTE has been buying up shares in NTEEP, and by 14-May-07 it had increased its holding to 73.06%. Directors of the company hold a total of 1.96%, and are not regarded as members of the public, so that takes the total over 75.02% and reduces the free float to less than 25%, putting NTEEP into breach of Listing Rule 8.08. This was followed by more purchases over the next 3 days, so that by Friday 18-May-07, NTE's stake had risen to 75.81%, which, combined with directors, gives a stake of 77.77% and reduces the free float to just 22.23%. There may have been further purchases in the last 2 days which have not yet been disclosed. The stock closed tonight at $2.00.
Is NTE/NTEEP now going to just ignore the Listing Rules, or will NTE be forced to sell down the holding? If NTE wants to make another privatisation bid, they should do so under the Takeover Code, after restoring the free float to 25%.
© Webb-site.com, 2007
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