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SPH shareholders vote overwhelmingly in favour of Cuscaden offer

Felicia Tan
Felicia Tan • 4 min read
SPH shareholders vote overwhelmingly in favour of Cuscaden offer
Some 89.19% of shareholders holding 96.55% of the number of shares in SPH voted in favour of the scheme resolution.
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After a protracted battle of the bids between Cuscaden Peak and Keppel, Singapore Press Holdings' (SPH) shareholders have given Cuscaden Peak the green light to buy the company.

At an extraordinary general meeting (EGM) held on March 22, 89.19% of shareholders holding 96.55% of the number of shares in SPH, voted in favour of the scheme resolution for the sale of SPH’s assets to Cuscaden.

The resolution required over 50% of shareholders and at least 75% of votes cast.

Shareholders holding a total of 94.25% of shares in SPH have also approved the distribution of SPH REITs for those who opted for the cash-plus-REITs option. The mix comprises $1.602 in cash and 0.782 SPH REIT units per SPH share.

The other option is an all-cash option of $2.36 per SPH share.

Cuscaden previously said that it will not include the 3 cents per share in dividends paid by SPH, or the $34 million break fee.

See also: SPH shareholders to vote on Cuscaden Scheme on March 22

SPH, on Feb 14, was given the go-ahead by the court to hold a meeting for its shareholders to decide if they wanted to accept the offer by Cuscaden Peak at the time.

Following the acceptance of the Cuscaden scheme, the group will also make a chain offer for SPH REIT, as the group holds a stake of around 65% in the REIT.

Cuscaden had previously confirmed the minimum chain offer price for SPH REIT to be at 96.4 cents apiece in November 2021. Should the offer be formally made, the same price will still stand.

See also: SPH shareholders have to decide between cash and REITs

SPH owns 66.27% of separately-listed SPH REIT and such "chain offers" are required under the Securities Industry Council (SIC)'s rules

Cuscaden Peak, a consortium comprising Hotel Properties (HPL), CLA Holdings and Mapletree Investments (which are private companies owned by Temasek), first made its offer to acquire SPH on Oct 28, 2021, rivalling Keppel’s offer at the time.

On Nov 15, 2021, the consortium upped its offer to $2.40 per share, from its original offer of $2.10 per share. At the time, both parties had entered into an implementation agreement to privatise SPH via a scheme of arrangement.

With the mandate given by its shareholders, SPH will proceed to apply to the court for the sanction of the Cuscaden scheme, which is expected to take place on or around April 5. SPH shareholders will then be asked to elect their preferred consideration option. The payment of the consideration will be made around May 11.

“The SPH EGM and scheme meeting had been successfully concluded. Shareholders have given their support and approval for the distribution-in-specie of SPH Reit units in conjunction with the acceptance of the Cuscaden scheme. This marks the final step of the two-step strategic review announced on March 30, 2021, to unlock and maximise shareholder value. The first step was to demerge the loss-making media business which was completed on Dec 1, 2021," says Dr Lee Boon Yang, chairman of the board.

"The Cuscaden scheme is the outcome of a competitive process in the second and final step to provide shareholders an opportunity to realise their investment in SPH at a premium. I thank all shareholders, past and present, for their enduring support of SPH over the past 38 years since its listing in 1984. Last but not least, I also thank CEO Mr Ng Yat Chung and his team for their dedication and stout effort to achieve the strategic review objectives," he adds.

In the same statement released by SPH, Christopher Lim, group executive director of Hotel Properties Limited and spokesperson for Cuscaden thanked SPH shareholders for their support on the scheme and the resolution for the distribution in-specie (DIS). “Next, we will work towards facilitating the election by shareholders of their preferred option of either the all cash consideration or the cash and SPH REIT units consideration," he says.

Shares in SPH last traded at $2.34, while units in SPH REIT last traded at 96 cents before their trading halt after markets closed on March 21.

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