Spindex Industries

[wj1984]

I think the acceptance would be based on the top 20 shareholders vote. I don't think the MIs here have much say...

Hi wj1984,

I disagree with your comment above. This is because for SOA to be approved by shareholders, there are two parts which needs to be carried:

1. a majority in the number of shareholders present and voting at the meeting; and
2. such majority representing at least 75% in value of shares held by the shareholders present and voting at the meeting.

Yes, you are correct to say that top 20 shareholders vote might determine the outcome of 2., but certainly not 1. For 1. to be carried, it requires a majority of headcount at the SOA. Yes, your uncle might have a lot of shares in Spindex, but if he voted at the SOA, he is only considered as a headcount of one. Therefore, many MIs holding a small number of shares might be able to defeat 1. and therefore reject the SOA.

Wow I didn't know the SOA is based on number of shareholders instead of no. of shares (devil in the details) when the voting takes place once the requirement is met...

Thanks for this info gh! I would very much like to vote against it since i think a fair value would be 1.2x NAV at least...

[weijian]

Full year results were out yesterday.

My eyebrows are raised at the 5.5 million SGD within Administrative expenses, pertaining to impairment of "property plant and equipment at Nantong to reflect the economic slowdown" (page 20 of the report)

To me, an economic slowdown is a different thing from impairment of property plant and equipment. Impairment of property plant and equipment should usually be due to damage, obsolescence, etc. These are not directly related to a general economic slowdown (which I know we could be experiencing).

So is this a valid accounting entry grounded in concrete reality? Or is it a suppression of profits and valuation?

hi julianbream,

I refer to the accounting principles under note 2.8 of Spindex AR25, I quote the below (in italics with emphasis in bold):

All items of property, plant and equipment are initially recorded at cost. Subsequent to recognition, property, plant and equipment other than freehold land are measured at cost less accumulated depreciation and accumulated impairment losses. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively, if appropriate.

From the bold portion, it does suggest that impairments to PPE does happen in theory. However, I do agree that large PPE impairment is relatively rare in practice  but that doesn't mean it wouldn't or shouldn't happen. In FY25 results, Mgt has provided the valuation assumptions (page15) to determine the recoverable amount for Spindex Nantong. Unfortunately, prior valuation assumptions for Spindex Nantong is not available in FY24/AR24 and therefore, the outsider does not have a comparison. While the current results are not audited by an external auditor but OPMIs will have a bigger problem if the external auditor eventually disagrees.

For Spindex OPMIs, there are probably some questions one have to clarify in the coming AGM.

I am not a practising accountant and therefore unable to effectively separate between theory and practice. Since I am not a shareholder too, I wouldn't be at the AGM but I would imagine the E&Y auditor partner would have been at the meeting and vouched for me.

(emphasis mine)

MINUTES OF ANNUAL GENERAL MEETING

The impairment was recognised in accordance with accounting standards and reflects the difference between the carrying value and recoverable amount of the cost of investment. While the value of impairment appeared significant at the Company level (approximately $22 million), the actual impairment at the Group level is only approximately $5 million. The Nantong plant remains operational and the impairment reflects current business conditions rather than a permanent loss. There may be potential for a reversal if conditions improve.

The impairment was determined based on a five-year cash flow projections and terminal value prepared by management. The auditors reviewed these assumptions and conducted checks, including sensitivity tests, to assess and validate their reasonableness. The recoverable amount was based on projected future cash flows, adjusted for debt. The higher impairment at Company level is mainly due to debt-related adjustments. The valuation was reviewed by management, and the auditors concluded that it was reasonable given the current business conditions.

https://links.sgx.com/FileOpen/Spindex_M...eID=866483

[weijian]

Based on the latest AR, non majority controlled shareholding is ~23.6mil shares and so the turnout is ~72% (16.9mil/23.6mil shares) which is relatively decent.

There wasn't a walkover for the controlling shareholders but the dissidents did mount some resistance.

RESULTS OF THE COURT MEETING HELD ON 18 DECEMBER 2025

For/Against
Headcount: 50 40 80.00% 10 20.00%
Number of Shares held: 16,880,472 15,687,371 92.93% 1,193,101 7.07%

https://links.sgx.com/FileOpen/Spindex_R...eID=870126

[wj1984]

I actually went to the SOA since its near the end of the year and work was less hectic.

2 notably moments:-

Surprised to see mano as 1 of the shareholders; ID and chairman seems to know him well (he probably attended spindex agm for many years or for his other antics). He said that is a good coy, he would prefer a GO rather than SOA; he explained that the intention of SOA is used for distressed companies to allow shareholders to exit rather than on a good coy to 'misuse' to take private. i.e. everyone must sell, at least a GO those who still want to keep the shares can keep even if coy privatize at over 90% - can anyone clarify this is true on the real intention of SOA; i was quite intrigued by this. Mano sang praises for the management as well!

2nd; lim wah tong (went to google him after he stated his name & holdings) said he was a long time holder 19 years, didn't want to sell spindex but decided to accept because he thinks mr. tan had never shortchange minority shareholders (indeed they didn't, but could have done more) and wishes him all the best!

Lastly alot of people voted via proxy, so the physical turn out was that great; my uncle the biggest minority wasn't there are i think he voted FOR.

[weijian]

@wj1984,
A SOA is an "all or nothing" offer and reflects the intent of the Offeror. All other parties are just takers. In other words, the Offeror wants 100% stake (regardless of whether the company remains public or private) and if the Offeror doesn't get the 100% stake, they don't want to increase the stake. I noticed the SOA route has been used in higher frequency for the past few years and I think the intention is reduce the odds of getting into a messy situation of losing public float but unable to get delisted. An Offeror can do privatization under a "voluntary delisting resolution", which is also an "all or nothing" offer and also subject to the 75% vote hurdle (but not the majority headcount) for the same outcome though. The only difference been the SOA is subjected to Companies Act while the "voluntary delisting resolution" is subjected to SGX's listing rules.


The company will be suspended from trading on 19th Jan. Expect payout just in time for CNY. I suppose VB cwj1984 can go to his relatives' houses for a great feast during CNY.

COURT SANCTION OF SCHEME

Expected last day of trading of the Shares on the SGX-ST: On or around 19 January 2026
Expected date for the payment of the Scheme Consideration : By 11 February 2026

https://links.sgx.com/FileOpen/Spindex_C...eID=871597

[wj1984]

@wj1984,
A SOA is an "all or nothing" offer and reflects the intent of the Offeror. All other parties are just takers. In other words, the Offeror wants 100% stake (regardless of whether the company remains public or private) and if the Offeror doesn't get the 100% stake, they don't want to increase the stake. I noticed the SOA route has been used in higher frequency for the past few years and I think the intention is reduce the odds of getting into a messy situation of losing public float but unable to get delisted. An Offeror can do privatization under a "voluntary delisting resolution", which is also an "all or nothing" offer and also subject to the 75% vote hurdle (but not the majority headcount) for the same outcome though. The only difference been the SOA is subjected to Companies Act while the "voluntary delisting resolution" is subjected to SGX's listing rules.


The company will be suspended from trading on 19th Jan. Expect payout just in time for CNY. I suppose VB cwj1984 can go to his relatives' houses for a great feast during CNY.

COURT SANCTION OF SCHEME

Expected last day of trading of the Shares on the SGX-ST: On or around 19 January 2026
Expected date for the payment of the Scheme Consideration : By 11 February 2026

https://links.sgx.com/FileOpen/Spindex_C...eID=871597

Yes, Mano was saying he doesn't mind holding a private company because it is a good company and I suppose the offeror wants 100% for easy future decision making.

Elderly Mr. Tan is a very nice man judging from his personal interaction with Mano; who said in a friendly jibe that hopefully down the years when they relist again they will give a better offer to shareholders!

During CNY we need to make 'appointment' to visit my relatives house, they don't really celebrate festivities but i'm sure they will host a big dinner at peach garden. Another of their delisted holdings!

Btw I was really surprised their son sold off huge amount of stake (minority to unlisted; 2024 to 2025 AR) just before the offer. Shows they did not have any asymmetric information.

[buddy]

@wj1984,
A SOA is an "all or nothing" offer and reflects the intent of the Offeror. All other parties are just takers. In other words, the Offeror wants 100% stake (regardless of whether the company remains public or private) and if the Offeror doesn't get the 100% stake, they don't want to increase the stake. I noticed the SOA route has been used in higher frequency for the past few years and I think the intention is reduce the odds of getting into a messy situation of losing public float but unable to get delisted. An Offeror can do privatization under a "voluntary delisting resolution", which is also an "all or nothing" offer and also subject to the 75% vote hurdle (but not the majority headcount) for the same outcome though. The only difference been the SOA is subjected to Companies Act while the "voluntary delisting resolution" is subjected to SGX's listing rules.


The company will be suspended from trading on 19th Jan. Expect payout just in time for CNY. I suppose VB cwj1984 can go to his relatives' houses for a great feast during CNY.

COURT SANCTION OF SCHEME

Expected last day of trading of the Shares on the SGX-ST: On or around 19 January 2026
Expected date for the payment of the Scheme Consideration : By 11 February 2026

https://links.sgx.com/FileOpen/Spindex_C...eID=871597

Yes, Mano was saying he doesn't mind holding a private company because it is a good company and I suppose the offeror wants 100% for easy future decision making.

Elderly Mr. Tan is a very nice man judging from his personal interaction with Mano; who said in a friendly jibe that hopefully down the years when they relist again they will give a better offer to shareholders!

During CNY we need to make 'appointment' to visit my relatives house, they don't really celebrate festivities but i'm sure they will host a big dinner at peach garden. Another of their delisted holdings!

Btw I was really surprised their son sold off huge amount of stake (minority to unlisted; 2024 to 2025 AR) just before the offer. Shows they did not have any asymmetric information.

Hi : So when will we get money if stock gets suspended on Jan 19th. Does that mean we can get the money before end of Jan?

[wj1984]

Hi : So when will we get money if stock gets suspended on Jan 19th. Does that mean we can get the money before end of Jan?

Based on the scheme document and the subsequent updates it looks like 11/2. I am hoping it will be earlier!

[weijian]

@buddy,
If you look at the 9th Jan 2026 post containing the announcement, it has mentioned that the expected payout date is 11th Feb. Spindex has not released any new announcements so far and so that date probably remains valid as of now.

@wj1984,
IMO, an OPMI (assuming they don't hold it under nominees) with name appearing inside the Top20 shareholders of an annual report is not too different from an OPMI that doesn't appear there. And if there are some familial relationships involved, it gets even more tricky if there is potential existence of "asymmetric information", isn't it? In other words, it becomes something nefarious such as i*****r t*****g.

[wj1984]

@wj1984,
IMO, an OPMI (assuming they don't hold it under nominees) with name appearing inside the Top20 shareholders of an annual report is not too different from an OPMI that doesn't appear there. And if there are some familial relationships involved, it gets even more tricky if there is potential existence of "asymmetric information", isn't it? In other words, it becomes something nefarious such as i*****r t*****g.

Fully agree.. No point getting involved in illegal activities just for a few cents more...