SPH to hold EGM on Sept 10 to vote on plan to hive off media business

The move is first part of a strategic revamp that will see the privatisation and sale of the rest of SPH to Keppel Corp in a $3.4 billion deal. PHOTO: LIANHE ZAOBAO

SINGAPORE - Singapore Press Holdings (SPH) will convene a virtual extraordinary general meeting (EGM) at 2.30pm on Sept 10 for shareholders to vote on a proposal to hive off its media business, the company announced before the market opened on Tuesday (August 17).

The move is the first part of a strategic revamp that will see the privatisation and sale of the rest of SPH to Keppel Corp in a $3.4 billion deal. The proposed acquisition by Keppel is subject to SPH shareholders first approving the media restructuring plan.

At the EGM, shareholders will vote on the transfer by SPH of its media business to a newly formed company limited by guarantee (CLG) for a nominal sum of $1.

They will also vote on the conversion of each management share held by a management shareholder into one ordinary share, and the related adoption of a new constitution.

The special resolution is contingent upon the passing of the first resolution on the transfer of the media business.

That transfer will require at least 50 per cent of participating shareholders to vote in favour, while the special resolution on the conversion of management shares and new constitution needs at least 75 per cent to go through.

SPH noted that management shareholders will not be abstaining from voting on both resolutions at the EGM.

It gave several reasons for this, one of which being that, as initial members of the non-profit CLG, management shareholders will not derive any financial benefit from the the proposed restructuring of the media business, such as receiving dividends or other distributions.

Due to the Covid-19 situation, the EGM will be broadcast live through an audio-and-video webcast and an audio-only feed.

Shareholders who wish to follow the proceedings must pre-register here no later than 2.30pm on Sept 7.

Shareholders will not be able to vote online on the ordinary and special resolutions to be tabled for approval at the EGM.

Instead, shareholders, whether individual or corporate, must submit a proxy form to appoint the chairman of the EGM to vote on their behalf. The proxy form must be submitted not less than 72 hours before the EGM.

SPH, which publishes The Straits Times, first announced its plans to transfer the media business to a not-for-profit company as part of a strategic review of its various businesses on May 6.

The restructuring entails transferring all media-related businesses, including relevant subsidiaries, employees, the News Centre and Print Centre along with their respective leaseholds, as well as all related intellectual property and information technology assets, to a newly incorporated wholly owned subsidiary, SPH Media Holdings.

In an Aug 17 letter to the SPH board of directors, Evercore Asia (Singapore), which was appointed independent financial adviser to the board, noted that the proposed restructuring of the media business "is in the overall interest of the company and shareholders".

By voting in favour of the restructuring, Evercore noted that shareholders would not incur the "potentially significant and recurring losses of the media business".

Evercore said the the move will allow the company to "set a clear strategic direction with a focus on the real estate sector and related segments of student accommodation and aged care".

Additionally, shareholders and investors will also have the opportunity to own more than 5 per cent of SPH shares without the need for government approval, "thereby expanding the strategic options and possibilities available to the company", Evercore said.

As for the Keppel offer, SPH shareholders will receive consideration of $2.099 per share, comprising cash of $0.668 per share, 0.596 Keppel Reit units valued at $0.715 per share and 0.782 SPH Reit units valued at $0.716 per share.

SPH shares were trading up one cent, or 0.5 per cent, at $1.90, as at 10.49am on Friday, after the EGM announcement.

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