Asia Gaming Brief’s Post

FBN Holdings Plc has announced its intention to change its legal and brand name to First Holdco Plc at its upcoming 12th Annual General Meeting (AGM), scheduled for November 14, 2024. The proposed rebranding, which will extend to its subsidiaries, is one of several special resolutions that shareholders will vote on during the AGM. As part of this transition, the company’s directors are expected to receive authorization to take all necessary actions, including amending the company’s Memorandum and Articles of Association to reflect the new legal name and share capital structure. However, these changes will still be subject to approval by the relevant regulatory bodies. The shift to First Holdco Plc signifies a key moment in FBN Holdings’ history, as it looks to modernize its identity and streamline its corporate structure. With a legacy spanning over 130 years, this change represents an evolution toward becoming a more diversified financial services group while maintaining its stature as one of Nigeria’s leading institutions. #sectors #rebranding #finance #businessverge

Physical or Virtual Cards? Why Not Both? 💳✨ Managing your business expenses shouldn’t feel like a juggling act. Swipey gives you the power of BOTH physical and virtual cards, so you can spend smarter, stay secure, and keep in control. Read the blog to find out more: https://lnkd.in/gjJ8k6eq Activate your Swipey account today and take charge of your finances like never before. 🚀 https://lnkd.in/gbSpJcs3 #Swipey #CFOinaBox #FinOps

The 𝗦𝗘𝗕𝗜 issued an interpretive letter to #CMS Info Systems Limited in response to their request for guidance under the SEBI (Informal Guidance) Scheme, 2003. CMS had sought clarification on the categorization of "nominee shareholders" who held shares on behalf of Sion Investments Pte. Ltd., the company's promoter, prior to its listing. 𝗞𝗲𝘆 𝗽𝗼𝗶𝗻𝘁𝘀 𝗳𝗿𝗼𝗺 𝗦𝗘𝗕𝗜'𝘀 𝗿𝗲𝘀𝗽𝗼𝗻𝘀𝗲: 1. 𝗣𝗿𝗼𝗺𝗼𝘁𝗲𝗿 𝗚𝗿𝗼𝘂𝗽 𝗖𝗹𝗮𝘀𝘀𝗶𝗳𝗶𝗰𝗮𝘁𝗶𝗼𝗻: SEBI clarified that nominee shareholders of Sion could be classified as part of the "promoter" or "promoter group" under the SEBI regulations if they meet specific criteria. If so, their names must be disclosed in the company's shareholding pattern. 2. 𝗗𝗶𝘀𝗰𝗹𝗼𝘀𝘂𝗿𝗲 𝗥𝗲𝗾𝘂𝗶𝗿𝗲𝗺𝗲𝗻𝘁𝘀: According to Regulation 31 of the LODR Regulations, any such nominee shareholders must be shown in the "promoter and promoter group" category in CMS’s shareholding pattern until formally reclassified. 3. 𝗥𝗲𝗰𝗹𝗮𝘀𝘀𝗶𝗳𝗶𝗰𝗮𝘁𝗶𝗼𝗻 𝗣𝗿𝗼𝗰𝗲𝘀𝘀: SEBI specified that for nominee shareholders to move out of the "promoter group" category, CMS must comply with the procedure outlined in Regulation 31A of the LODR Regulations.

📢 ATTENTION EVERFUEL SHAREHOLDERS 📢 Following the settlement and completion of the unregulated voluntary public tender offer, the Offeror has decided to exercise its rights to initiate and complete a Compulsory Acquisition of the shares in the Company held by the remaining minority shareholders. The Company has been informed that the Offeror holds 90.57% of the shares and the voting rights in Everfuel following settlement of the Offer. On this basis, the Offeror is entitled to, and has resolved to, exercise its right to complete the Compulsory Acquisition of the shares held by the remaining minority shareholders of Everfuel. Accordingly, all remaining minority shareholders of Everfuel are pursuant to the Statutory Notice (link below) for the Compulsory Acquisition formally requested by the Offeror to transfer their shares in Everfuel to the Offeror within a period of four (4) weeks expiring on 18 December 2024 at 23:59 (CET) at a price of NOK 13 per share in Everfuel of a nominal value of DKK 0.01 (the “Redemption Price”), subject to the terms and conditions of the Statutory Notice. Shareholders and prospective shareholders in Everfuel are informed that after expiry of the Compulsory Acquisition Period, the Offeror will, against payment of the aggregate Redemption Price, compulsorily acquire the shares in Everfuel held by the minority shareholders who have not voluntarily transferred their shares to the Offeror prior to the expiry of the Compulsory Acquisition Period, and consequently become the sole shareholder of all issued and outstanding shares in Everfuel. Press release: https://lnkd.in/dF-f495S Notice of Compulsory Acquisition and accompanying Acceptance Form in Danish and English: https://lnkd.in/dCCaSgHE

Questions from Ninety One shareholders were not dealt with at Ninety One’s #AGM on 25 July 2024. As a result, Just Share will be filing a complaint with the Companies and Intellectual Property Commission in terms of section 168(b) of the Companies Act. Read our AGM round-up for more, including key takeaways from the AGM⬇ #CompaniesAct #ShareholderActivism #CIPC #CorporateAccountability

Cross Holdings: When a circular ownership structure is created that is when company A owns shares in company B and company B owns shares in company B or company C. Now there are three instances of cross holdings: 1. Minority passive holdings: owns <20% of voting shares in company 2. Minority active holdings: owns 20%-50% of voting shares in company 3. Majority active holdings: owns >50% of voting shares Value the holding of other company: ---In perfect world we strip the parent company from the holding company with what might be the proportion of voting shares and value them separately ---Value of combined(parent company+holdings in other company) = value of parent company + proportion value of each holding company. To do this we need detailed information of cash flows and WACC of each company where the target company might have holding Solution to how to value the holdings: Market value solution: When a company with what might be the proportion of voting shares is traded in the market use the market cap to estimate the value of holdings. Relative value solution: When we have insufficient information regarding the cross holdings. The company with whatever might be the proportion of ownership of voting shares we have the minority interest or non controlled affiliates in the balance sheet and the target company minority interests or non controlled affiliates, use the PE ratio of the company with whatever ownership of voting shares may be in the sector which the company operates. #value of cross holdings #Valuation

𝗖𝗵𝗲𝗰𝗸 𝗣𝗿𝗲-𝗲𝗺𝗽𝘁𝗶𝘃𝗲 𝗥𝗶𝗴𝗵𝘁𝘀 𝗳𝗼𝗿 𝗦𝗵𝗮𝗿𝗲 𝗧𝗿𝗮𝗻𝘀𝗳𝗲𝗿 𝗼𝗿 𝗦𝘂𝗯𝘀𝗰𝗿𝗶𝗽𝘁𝗶𝗼𝗻 Before subscribing to or acquiring shares in a company, check for pre-emptive rights of existing shareholders over the shares in the company. This involves reviewing the company’s constitution (if the company has adopted one) and any shareholders’ agreement. In Malaysia, the constitution of a company may be extracted from the records of the CCM if the company has filed it accordingly. However, it should be noted that the copy extracted from the CCM may not be latest constitution adopted by the company. Therefore, it is prudent to get a copy of the latest constitution directly from the company. Section 85 of the Companies Act 2016 of Malaysia provides that, subject to constitution of the company, shareholders have pre-emptive rights to subscribe to new shares allotted by the company. Section 85 should be read together with the provisions in the constitution and shareholders’ agreement to determine whether the existing shareholders have the following pre-emptive rights: (a)         pre-emptive rights over new shares to be issued the company; or (b)         pre-emptive rights if a shareholder wants to dispose its shares. If there are such pre-emptive rights in the case of disposal of shares, consider the relationship between the seller shareholder and other current shareholders. Will the other shareholders waive their pre-emptive rights voluntarily or after the procedure under any shareholders' agreement has been complied with? The transaction agreement should include a representation or condition ensuring that all shareholders have waived these rights. #malaysiancorporatelawyer

Combined AMP/Entireti practices to create mega licensee: Once the AMP advice sale to Entireti is completed, the size of the combined licensees will be almost double that of the second-largest licensee Count, and the deal is being positively received by commentators and shareholders. https://bit.ly/4cpWBTn

Olshan represented 325 Capital, LLC in connection with the securities purchase agreement it entered into with MultiSensor AI (Nasdaq: MSAI), a pioneer in AI-powered industrial condition-based maintenance and process control solutions. The agreement relates to the private offer and sale of approximately 2,772,561 shares of MultiSensor’s common stock at an offering price of $1.60 and pre-funded warrants to purchase 6,602,439 shares of common stock at an exercise price of $0.0001 per pre-funded warrants, at an offering price of $1.5999 per pre-funded warrant. The gross proceeds of the private offering were approximately $15.0 million before deducting placement agent fees and other estimated offering expenses payable by MultiSensor. This private offering follows MultiSensor’s public offering of 6,250,000 shares of its common stock at a public offering price of $1.60 per share. In connection with the closing of the private offering and in accordance with the terms of the securities purchase agreement, MultiSensor’s Board of Directors unanimously voted to increase the size of the Board from six to seven directors, and to appoint Mr. Daniel M. Friedberg to fill the newly created Board position, to serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. In addition, the Board appointed Mr. Friedberg to each of its compensation and nominating and corporate governance committees, as well as the Board's newly created finance committee. The Olshan team that represented 325 Capital, LLC in this transaction included Corporate partner Kenneth Schlesinger, Corporate associate John Corrado and Shareholder Activism associate Ian Engoron. https://lnkd.in/ebdaF3Xf #OlshanLaw #privateplacement #boardseat

Hi professional Colleagues, Happy Gandhi Jayanthi to everyone Today let's understand the whole process of Complete Delisting of Equity Shares as per SEBI (Delisting of Equity Shares) Regulation, 2021 read with SEBI (Delisting of Equity Shares) (Amendments) Regulations, 2024 Process of Complete Delisting of Equity Shares 1) Regulation 9 of SEBI (Delisting of Equity Shares) Regulation, 2021 states to appoint Merchant Banker as manager to Offer. 2) Regulation 8 states to issue Initial Public Announcement to Stock exchange and within one day of Public Announcement, send copy to Registered Office of Company 3) Approval from Board of Directors within 21 days from Initial Public Announcement (as per Regulation 10), also should be in compliance with applicable provisions and Company should submit Due diligence report from Company Secretary and Audit Report under Regulation 76 of SEBI (Depository and Participants) Regulation, 2018. 4) Approval of Shareholders by passing Special Resolution within 45 days from date of Board approval (as per Regulation 11) 5) Application to Stock exchange where the shares are listed within 15 days from date of passing special resolution or receipt of other regulation approval (Whichever is Later) (as per Regulation 12) 6) Opening of Escrow Account within 7 days of Special Resolution and Deposit of 25% of Total Consideration in Scheduled Commercial Bank (as per Regulation 14) 7) Detailed Public announcement to be announced within 1 working day of receipt of Approval from Stock Exchange (as per Regulation 15) 8) Dispatch of Letter of Offer within 2 days from date of detailed public announcement as per Regulation 16 9) Starting Bidding Mechanism within 7 working days from date of Detailed Public Announcement and to be opened for 5 working days. Detailed public announcement to be published (as per Regulation 17) 10) Discovered price shall be determined through Reverse Book Building process as per Regulation 20 and determined through Fixed Delisting price as per Regulation 20A (Fixed Delisting Price shall be at least 15% more than Floor Price as per Regulation 19A) 11) Counter offer by the acquirer to public shareholders provided post offer shareholding along with tendered shares by public shareholders should be more than 75% and more than 50% should be tendered by public shareholding. Counter offer should be made by acquirer within 2 Working Days of closure of Bidding period 12) Shares will be given back to Shareholders in case of failure of offer as per regulation 23 and Payment shall be made by acquirer on successful of offer as per Regulation 24. 13) Application to Stock exchange for Delisting within 5 Working Days from date of payment to Public Shareholders as per Regulation 25 Hope, it would be useful for CS- Executive exams. It is a gist of whole process and it also includes some of the amendments in SEBI (Delisting of Equity Shares) (Amendments) Regulations, 2024