SMRT investors back Temasek buyout offer

Shareholders leaving the SMRT meeting at Star Vista mall yesterday. The meeting went on for so long - almost four hours in total - that some bento boxes meant for investors had to be thrown out as they passed their use-by time. A glitch in electronic
Shareholders leaving the SMRT meeting at Star Vista mall yesterday. The meeting went on for so long - almost four hours in total - that some bento boxes meant for investors had to be thrown out as they passed their use-by time. A glitch in electronic voting devices also delayed one of the votes.ST PHOTO: NG SOR LUAN

They also support sale of rail assets to Government under New Rail Financing Framework

A technical glitch that held up voting for 20 minutes and a flap over bento boxes proved the only real drama when SMRT investors overwhelmingly backed moves to sell the company to Temasek Holdings.

In one of the biggest shareholder meetings ever held here, about 4,000 investors cast votes on two crucial issues.

One was on selling the transport operator's rail assets to the Government, and the other, to decide on Temasek's $1.68-a-share offer.

In the end, the strong economic case for both moves trumped all else but, despite the expected outcome, it was not all plain sailing at the Star Theatre in Star Vista mall.

The meetings went on for so long - almost four hours in total - that some bento boxes earmarked for investors had to be thrown out as they passed their use-by time, while a glitch in electronic voting devices delayed one of the votes.

Yet two vital decisions were made. SMRT is free to sell its train operation assets as part of the New Rail Financing Framework (NRFF), and SMRT itself will be bought out by Temasek and delisted likely before the year end.

SMRT CHIEF EXECUTIVE DESMOND KUEK THANKING SHAREHOLDERS FOR THEIR SUPPORT ON THE NRFF DEAL

This allows us to focus - being asset-light - on delivering quality service, and ensuring a high level of maintenance and reliability for our train operations.

SHAREHOLDER MR TAN ON WHY HE SUPPORTED TEMASEK'S BUYOUT BID

I bought last year and selling at $1.68 will make me money... I also think SMRT needs this deal to go private so that it can really fix the MRT breakdowns.

AZURE CAPITAL CHIEF EXECUTIVE TERENCE WONG AGREEING THAT THE VOTING OUTCOME WAS IDEAL

It was a fair offer, given that (SMRT's) earnings outlook would be limited under the NRFF cap. I hope SMRT will finally have the breathing space to manage its cost structure and maintenance better without the pressure of public market.

SMRT chairman Koh Yong Guan noted after the meetings: "It was a difficult decision for many of them because they have been shareholders with us for many years and some very strong sentiments were expressed. But in the end... quite an overwhelming majority voted 'For' . We want to thank them for that."

The extraordinary general meeting (EGM) to vote for the train asset sale began at 2.30pm but hundreds of shareholders were already lining up to gain entry by noon.

The EGM started on time and, following a presentation by SMRT management including chairman Koh and chief executive Desmond Kuek, Mr Mano Sabnani - an activist investor and vocal opponent of both proposals on the agenda - fired a fierce salvo of queries.

"If the current financing framework is so bad, why haven't we heard about it earlier?" he asked.

Another investor, Mr Seah, said SMRT is "getting the short end of the stick from (the Government)" in the NRFF deal.

The question-and-answer session continued until around 4.15pm but, when voting was due to start, Mr Sabnani protested that some of the voting devices failed to register a "No" vote while they were being tested. He questioned whether the system could accept only a "Yes" vote.

Efforts to address the glitch delayed the voting by nearly half an hour, during which some shareholders left.

When investors finally voted, 98.84 per cent backed a sale. After a brief break, shareholders continued on to the next proposal. They peppered SMRT management with questions on the push to privatise the public transport operator.

One investor, Mr Ho, said: "I'm not convinced with the argument that privatisation is the best way for SMRT. I always appreciate transparency and, if SMRT is privatised, what it does will not be known to the public."

Temasek's offer was structured as a scheme of arrangement. It needed more than 50 per cent of shareholders present in person or by proxy to vote "Yes". These investors would also need to hold at least 75 per cent of the value of total shares voted at the meeting. In such a scheme, Temasek cannot vote.

Despite the doubts, 84.83 per cent of shareholders present and voting gave the thumbs-up and their shares represented 92.89 per cent of the value of the shares.

A shareholder, Mr Wong, said: "If we missed this opportunity to cash out, the share price would likely tumble."

Minority shareholders will likely receive their payout at the end of next month but SMRT will announce the actual date.

•Additional reporting by Christopher Tan

A version of this article appeared in the print edition of The Straits Times on September 30, 2016, with the headline 'SMRT investors back Temasek buyout offer'. Print Edition | Subscribe