SPH shareholders vote overwhelmingly for Cuscaden offer to buy the company

SPH shareholders voted to sell the assets of the company to Cuscaden Peak at an EGM on March 22, 2022. ST PHOTO: KUA CHEE SIONG

SINGAPORE - The long and fierce battle for SPH's non-media assets has come to an end with shareholders giving the thumbs up to an offer from an Ong Beng Seng-led consortium to buy the company.

At an extraordinary general meeting (EGM) held on Tuesday (March 22), SPH shareholders voted to sell the assets of the company to Cuscaden Peak, a consortium comprising tycoon Ong Beng Seng's Hotel Properties (HPL) and Temasek-linked CLA Real Estate Holdings and Mapletree.

SPH obtained 89.19 per cent of shareholders, representing 96.55 per cent of the number of shares, voting to approve the scheme resolution for the sale of SPH's assets to Cuscaden. The resolution required more than 50 per cent the number of shareholders, and at least 75 per cent in the value of votes cast.

SPH shareholders also approved the distribution of in-specie of SPH Reits (real estate investment trusts) for those opting for the cash-plus-Reits option.

This could potentially trigger a chain offer for SPH Reits if Cuscaden accumulates 30 per cent or more of the Reits. If that happens, Cuscaden will make a takeover offer at 96.4 cents per SPH Reit unit.

As the voting was done electronically, shareholders had to cast their votes via proxy to SPH board member Tracey Woon by March 19, who chaired the virtual EGM meeting and then unveiled their votes.

HPL group executive director Christopher Lim welcomed the results: "We would like to thank SPH shareholders for their support of the scheme and the distribution in-specie resolution. Next we will work towards facilitating the election by shareholders of their preferred option of either all cash consideration or the cash and SPH Reit units consideration."

All this comes after - in a battle with Keppel Corp for SPH - Cuscaden sweetened its first bid with 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.

Tuesday's decider on Cuscaden's offer came after SPH obtained court approval to reject Keppel's final offer of $2.351 per SPH share, consisting of 86.8 cents in cash, 0.596 of a Keppel Reit unit and and 0.782 of an SPH Reit unit.

Keppel had contested the rejection and sought arbitration.

But SPH's independent directors had backed the Cuscaden bid, saying that its implied value was superior to that of Keppel's.

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.

Observers said this could have been the clincher.

Shareholders will now have to indicate or "elect" the payment scheme they want: cash or cash-plus-SPH Reits.

Cuscaden is expected to dispatch the "election forms" to shareholders by mid-April, with a possible two-week deadline for submissions.

SPH Reit units will be credited to shareholders who opted for the cash-plus-Reits by the second week of May.

SPH is then expected to be delisted within days after that.

Six months ago, 97.55 per cent of SPH shareholders voted in favour of transferring its media business to the company limited by guarantee (CLG) for a nominal sum of $1, leaving SPH a predominantly property company.

Its assets include Paragon and several other malls in Singapore and Sydney, as well as purpose-built student accommodation (PBSA) in Britain and Germany.

SPH reported a 70 per cent increase in operating profit to $206.7 million for its non-media operations for the year ended Aug 31, 2021, on the back of improved revenue of $475.1 million, thanks to higher rental income from its malls and PBSA.

Both SPH and SPH Reits shares were halted from trading at the end of Monday's market session. SPH closed at $2.34, while SPH Reit ended at 96 cents.

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