SPH stands ready to continue on its own if shareholders do not approve privatisation offers

(From left) SPH chief executive Ng Yat Chung, chairman Lee Boon Yang and chief financial officer Chua Hwee Song at the virtual 37th annual general meeting at the News Centre in Toa Payoh on Nov 18, 2021. ST PHOTO: GIN TAY

SINGAPORE - As the bidding war intensifies for Singapore Press Holdings (SPH), some investors have asked if the company can remain independent or as a "rebranded and renamed" listed entity.

Shareholders said the competing offers from Keppel Corp and Cuscaden Peak indicate that SPH is seen as being a viable business after the media arm is hived off, with valuable assets that can be reorganised or merged with others to derive more value for stakeholders.

The proposals and questions from the shareholders were outlined in a filing lodged by SPH with the Singapore Exchange on Wednesday (Nov 17).

SPH, which publishes The Straits Times, responded to several of the questions on Wednesday, ahead of its annual general meeting on Thursday afternoon.

The company said it aims to keep expanding its business if shareholders reject the privatisation offers: "We have a brand, a strategy and we have proven that we have been able to, through a fairly short period of time, grow an attractive portfolio of business."

Apart from the media unit, all businesses under continuing operations - retail and commercial, purpose-built student accommodation, aged care and digital - improved in the 2021 financial year, it noted.

Shareholders also questioned the need for share buybacks given the company is in the midst of a buyout offer.

SPH said the principal mission of its directors and management is to constantly increase shareholder value and improve the return on equity of the group, among other things.

"SPH believes that share buybacks at the appropriate price level are one of the ways through which the return on equity of the group may be enhanced," it noted.

It added that the buyback will enable directors to return part of the group's surplus funds, in excess of its financial and possible investment needs, to shareholders if the proposed privatisation does not come to fruition.

"This is an expedient, efficient and cost-effective way of returning surplus cash to shareholders.

"The group also has greater flexibility to control the share capital structure, and repurchased shares... may be transferred for the purposes of employee share schemes. This also mitigates the dilution impact on existing shareholders."

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