Court gives SPH green light to convene meeting on Cuscaden scheme

Singapore Press Holdings (SPH) said yesterday that the court has made an order granting it leave to convene the meeting in relation to the Cuscaden scheme.

In its bourse filing, SPH also said the court made an order as well yesterday granting leave for it to withdraw the application to convene the meeting in relation to the Keppel scheme.

Keppel Corp and Cuscaden - a consortium backed by Hotel Properties, businessman Ong Beng Seng and Temasek-linked entities CLA and Mapletree - have been in a long-running battle to take SPH private by their respective schemes of arrangement.

SPH has told The Straits Times that it will continue with its preparations to allow shareholders to consider and vote on the Cuscaden scheme.

Cuscaden's offer gives SPH shareholders the option of an all-cash offer of $2.36, or $2.40 per share comprising $1.602 cash and 0.782 of an SPH Reit unit through a distribution-in-specie by SPH.

SPH added that a composite document setting out further details on the Cuscaden scheme, including the independent financial advisers' opinion and the notice of an extraordinary general meeting and scheme meeting, will be dispatched in due course.

SPH announced last week it had terminated the implementation agreement with Keppel, noting that not all the scheme conditions set out in the agreement previously signed by Keppel and SPH were satisfied, even as the cut-off date of Feb 2 lapsed.

This prompted Keppel to file a notice of arbitration with the Singapore International Arbitration Centre to start arbitration proceedings against SPH.

SPH said yesterday that it will "vigorously defend its position under the Keppel arbitration in the appropriate forum and at the appropriate time".

Keppel said it will continue with the arbitration proceedings to enforce its rights and seek various reliefs against SPH, including specific performance of SPH's obligations.

Arbitration requires a neutral party to render a decision. The nature of arbitration is rights-based, adversarial and confidential. The outcome is binding on the parties.

Keppel's unit for the takeover bid - Keppel Pegasus - does not agree with the termination of the agreement and is of the view that SPH is obliged to put its offer to a vote, in accordance with the terms of the agreement.

Shares of SPH closed at $2.32 yesterday, down a cent or 0.4 per cent, before the announcement.

THE BUSINESS TIMES