SPH to hold March 22 meeting for shareholder vote on Cuscaden takeover offer

SPH said it will first hold an extraordinary general meeting at 2.30pm on March 22 to vote on the proposed distribution in specie of SPH Reit units under the Cuscaden scheme. PHOTO: LIANHE ZAOBAO

SINGAPORE - Singapore Press Holdings (SPH) has called for its shareholders to vote on the proposed offer for the company by Cuscaden Peak.

In a battle with Keppel Corp for SPH, Cuscaden has made an all-cash offer of $2.36 per SPH share, or an alternative of $2.40 per share comprising $1.602 in cash and 0.782 of an SPH Reit unit per share. Cuscaden is a consortium comprising Hotel Properties (HPL), its co-founder and managing director Ong Beng Seng, and two Temasek-linked companies - Mapletree and Capitaland.

In a bourse filing, SPH said it will first hold an extraordinary general meeting (EGM) at 2.30pm on March 22 to vote on the proposed distribution in-specie of SPH Reit units under the Cuscaden scheme.

A scheme meeting will then follow at 2.45pm for shareholders to vote on the Cuscaden scheme. Both the EGM and scheme meeting will be held via electronic means.

However, shareholders must electronically submit their votes to both resolutions by March 19.

Under the distribution in-specie resolution, more than 50 per cent of the total number of votes cast must approve the distribution in-specie.

Under the scheme resolution, two thresholds must be met.

First, more than 50 per cent the number of shareholders (headcount vote), and at least 75 per cent in the value of votes cast, must approve the takeover by Cuscaden.

Both resolutions must be approved by SPH shareholders for the Cuscaden takeover offer to succeed.

Should shareholders approve both the resolutions (which are inter-conditional), they will then be asked to elect their preferred choice of receiving either all cash or a mix of cash and units in SPH Reits.

This preference would determine whether a chain offer for SPH Reits is triggered.

If most shareholders choose cash, Cuscaden's shareholding of the SPH Reits could increase to 30 per cent or more, thus triggering a chain offer for the Reits.

The exercise, if approved by shareholders, will lead to the privatisation of SPH.

Evercore, the independent financial adviser to the deal, has said that the offer is fair and reasonable, while SPH's independent directors are calling shareholders to vote for the deal.

But the deal is by no means assured until and unless shareholders vote for it.

Mr Christopher Lim, Cuscaden spokesman and HPL group executive director, said his side had been working closely with SPH to bring the Cuscaden scheme to SPH shareholders.

"Following the despatch of the Cuscaden composite document today and the scheduling of the EGM and scheme meeting on March 22, 2022, we are another step closer to delivering our compelling offer to SPH shareholders," he said.

"If the Cuscaden scheme is approved, SPH shareholders can look forward to realising the value of their investment in SPH. A key feature of the Cuscaden scheme is that it provides flexibility for SPH shareholders, with two consideration options for each SPH shareholder to choose from: either all cash or cash and SPH Reit Units."

Upon completion, SPH shareholders will receive their funds in May this year.

Meanwhile, SPH asked its shareholders to submit questions in advance by 1pm on March 5 for the purposes of the Investors' Day or by 2.45pm on March 13 for the purposes of the EGM and scheme meeting.

The Cuscaden composite document comes on the back of the Feb 9 termination of the Keppel scheme following a fierce battle between Cuscaden and Keppel Corp for SPH, which began late last year.

Keppel made an initial offer of $2.351 per share for SPH's non-media assets - comprising 66.8 cents in cash, 0.596 Keppel Reit unit and 0.782 SPH Reit unit per SPH share.

After Cuscaden emerged with a competing offer, Keppel raised the cash component of its offer to 86.8 cents per share. The number of Keppel Reit and SPH Reit units remained the same, with Keppel saying this offer was final.

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