Tuesday, April 1st, 2025

Patec’s Mandatory Cash Offer for Broadway Industrial Group: Section 215(3) Rights for Dissenting Shareholders







Broadway Industrial Shareholders Granted Rights Amid Patec Takeover

Broadway Industrial Shareholders Granted Rights Amid Patec Takeover

Singapore, 10 January 2025 — Broadway Industrial Group Limited’s (BIGL) dissenting shareholders have been granted rights under Section 215(3) of the Companies Act 1967 to sell their shares to Patec Pte. Ltd. at a fixed price of S\$0.197 per share. This development follows Patec’s acquisition of 91.90% of BIGL’s issued shares.

Key Developments

  • Patec Pte. Ltd., through United Overseas Bank Limited (UOB), initiated a mandatory conditional cash offer for all outstanding shares of Broadway Industrial Group Limited on 28 October 2024.
  • The offer became unconditional on 14 November 2024, and the final offer price of S\$0.197 per share was declared on 12 December 2024.
  • As of 20 December 2024, Patec held or had received valid acceptances for 91.90% of the company’s shares, triggering Section 215(3) rights for dissenting shareholders.

What Shareholders Need to Know

Under Section 215(3), dissenting shareholders have the right to require Patec to acquire their shares at the offer price of S\$0.197. This price is final, as Patec has announced it will not increase the offer or extend the closing date beyond 23 December 2024. Shareholders who wish to exercise this right must act before the expiry date of 10 April 2025.

Important Details for Shareholders:

  • The shares will be acquired fully paid, free from encumbrances, and include all rights and entitlements attached as of the offer announcement date.
  • Shareholders wishing to exercise their rights must submit the appropriate forms (FEA or FET), depending on whether they hold shares with The Central Depository (CDP) or in scrip form.
  • Settlement will be processed within seven business days following the receipt and validation of completed forms and associated documents.

Actionable Steps for Shareholders

Shareholders who hold shares with CDP must complete and return the Form of Exercise and Authorisation (FEA), while those holding scrip shares must submit the Form of Exercise and Transfer (FET). Both forms are included in the notification letter sent by Patec. Forms and documents must be submitted by post or electronically via SGX-ST’s Investor Portal. For CPFIS and SRS investors, guidance should be sought from respective agent banks.

Patec has also made provisions for overseas shareholders. However, shareholders outside Singapore must ensure compliance with their local jurisdiction’s legal requirements.

Market Implications

The offer price of S\$0.197 per share represents a potential valuation floor for Broadway Industrial’s shares. This development could stabilize or influence the market perception of the company’s shares, especially as the free float has been reduced, leading to a trading suspension on SGX-ST.

The clear pathway for dissenting shareholders to exit their investments could provide additional liquidity opportunities, particularly for those who did not initially accept the offer.

Disclaimer

This article is for informational purposes only and does not constitute financial advice. Shareholders are encouraged to consult their stockbrokers, bank managers, or financial advisors for specific guidance. The information provided is based on the notification letter dated 10 January 2025.




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