Q What is Temasek's offer?
A Temasek plans to offer Keppel shareholders $7.35 per share, in cash, to buy 554.9 million shares or 30.55 per cent of Keppel. This partial offer will raise its stake in Keppel from 20.45 per cent to 51 per cent. It will do this through its wholly owned subsidiary Kyanite Investment Holdings.
Q How does the offer price compare with historical prices?
A The price is 25.86 per cent above the last traded price per share last Friday, which was the last trading day before Temasek announced the potential offer on Monday.
It is also 21.09 per cent over the three-month volume weighted average price per share.
It is 21.29 per cent above Keppel's net asset value per share as of Sept 30.
Q When will the offer be made?
A The offer will be made if all pre-conditions are met or waived by Kyanite by Oct 21 next year, or by a later date if the firm applies for an extension in consultation with the Securities Industry Council (SIC). The pre-conditions include getting domestic and foreign regulatory approvals, which Temasek said could take several months, as well as Keppel group's performance not deteriorating significantly. Keppel will remain a listed company. Once each pre-condition is satisfied or waived, the partial offer process will take two to three months.
Q What do I need to do?
A Until the partial offer is made, no action is required.
After the partial offer is formally announced, the offer document will be sent out between 14 and 21 days, unless the SIC consents to an earlier date. At that time, there are two key decisions to make: first, voting for or against the partial offer, or abstaining from voting; second, shareholders can decide whether to tender all, part or none of their shares.
The offer can succeed only if it is approved by a majority of votes cast by shareholders - excluding Kyanite, Temasek and their associates - and at least 30.55 per cent of shares are tendered into the offer.
Shareholders who want to tender their shares can submit the acceptance form, which will come with the offer document. If the partial offer is oversubscribed, the number of shares each person can sell will be distributed in a pro-rated manner, according to the number of shares they tendered.
Kyanite will pay shareholders within seven business days of the closing date of the partial offer.
For more information, contact Kyanite's financial adviser, Morgan Stanley Asia (Singapore), on 6834-6676.