‘It’s our grandfather’s company, we won’t sell’, says Wong family as shareholders reject GE delisting bid

SINGAPORE – Great Eastern (GE) may resume trading after

a proposed delisting resolution

failed to pass at its extraordinary general meeting (EGM) on July 8.

At the meeting held at Great Eastern Centre, around 63.5 per cent of minority shareholders present and voting at the EGM voted in favour of the delisting resolution, falling short of the minimum 75 per cent required for the delisting to take place.

GE had said in a June 9 circular to shareholders that the delisting would need the approval of a majority of at least 75 per cent of the total number of shares held by minority shareholders present and voting in person or by proxy at the EGM.

OCBC Bank, the parent company of GE, abstained from voting. The outcome of the delisting resolution was determined solely by GE’s minority shareholders.

Had they voted to delist, they would have been able to receive $30.15 per share under OCBC’s $900 million exit offer for the remaining 6.28 per cent of GE shares it does not own. This is up from the original $25.60 per share offer in May 2024.

The $30.15 exit offer was assessed as fair and reasonable by Ernst & Young, the independent financial adviser (IFA) appointed by GE.

According to Singapore Exchange listing rules, an offer must be both fair and reasonable before a company can delist.

Mr Wong Hong Sun and his family, who own 7.56 million shares, representing 25.5 per cent of 29.6 million shares held in total by minority shareholders, voted against the delisting.

“This is my grandfather’s company and it’s our legacy. I would not sell it. We are holding for the legacy for our son,” said Mr Wong, whose grandfather Wong Siew Qui was chairman of Great Eastern Life Assurance Co from 1951 to 1969.

He noted that the offer price of $30.15 is at the lower end of the IFA’s fair and reasonable range of $30.10 to $37.63.

He said: “We don’t need the money, so why should we sell at a low price? I told them (OCBC) it must be at a premium to the embedded value. There is no such thing as a discount.”

The embedded value for GE is $38.08 per share as at end-2024.

 Asked if he would sell if the offer price was higher, Mr Wong said: “We might.”

His wife Wong-Tan Kar Yean added: “Since the first quarter of 2025, Great Eastern has performed very, very well. You must give us the right price. You cannot oppress the minorities.”

After the delisting resolution failed to pass, GE’s chairman Soon Tit Koon declared that the delisting will not proceed, and the company will remain listed on the SGX.

He added that the conditional exit offering made by OCBC will also lapse.

Shareholders were then asked to vote for the resumption of trading resolution, which necessitates the adoption of a new Constitution to create Class C non-voting shares and undertaking of the proposed bonus issue.

More than 98 per cent voted for the adoption of the new Constitution and the bonus issue resolution, surpassing the minimum 75 per cent required for the resolution to pass.

Under the resumption of trading resolution, GE will undertake a proposed bonus issue where shareholders will get bonus ordinary shares in respect of their shares unless they elect to receive Class C non-voting shares.

Class C non-voting shares in GE still carry full economic rights, including dividends – but no voting power. Unlike ordinary shares, they will not count towards restoring the free float.

One elderly shareholder, who declined to be named, was among those who voted for the delisting.

He said: “I voted against the initial $25.60 offer because it was unfair and gave us expectations of a better offer later. But I thought the $30.15 offer this time was acceptable.

“Now, I will just have to wait and see how I can cash out of my shareholdings at a good price.”

Still, should GE shares resume trading, they will be far more illiquid than before the offer, and there is a chance the share price may fall.

GE shares last traded at $18.70 before OCBC’s previous offer.

Some shareholders said they will be choosing ordinary shares and waiting for trading to resume. They also said that they expect dividends to rise given that GE has been performing better.

GE in February reported that profit attributable to shareholders for 2024 grew by 28 per cent year on year to $995.3 million.

OCBC said it intends to receive the Class C non-voting shares, which will dilute its own shareholding of voting shares in GE to 88.19 per cent.

This will help to restore GE’s minimum free float of 10 per cent and allow trading to resume.

OCBC will still retain its rights to 93.72 per cent of the economic interests in GE, as the Class C shares rank equally with all ordinary shares in respect of dividends and distributions.

But there could be a stumbling block to the resumption of trading in the shares due to the provision that minority shareholders can elect to get bonus ordinary shares or Class C non-voting shares.

Some minority shareholders said in the event that a sufficient number of shareholders choose Class C shares, there is a chance that GE may not be able to restore its free float and its trading will remain suspended. If minority shareholders owning more than 9.8 million shares elect Class C non-voting shares, OCBC’s stake will not be diluted below 90 per cent and trading will not resume.

OCBC had previously said it does not intend to revise the exit offer price. 

These developments come after the previous offer by OCBC was deemed “not fair but reasonable”.

OCBC had launched in May 2024

a $1.4 billion bid to privatise GE

by acquiring the remaining 11.56 per cent stake it did not own at $25.60 per share.

However, the bank’s accumulated stake by the end of the offer in July 2024, at 93.7 per cent, was insufficient for it to compulsorily acquire the rest of GE’s shares.

Some minority shareholders refused to accept the $25.60 per share offer, saying it undervalued the company.

Great Eastern lost its required 10 per cent minimum free float, resulting in the trading suspension of the insurer’s shares.

In response to ST’s queries on the outcome, OCBC said the objectives are to capture benefits from further operational synergies with GE and a higher share of its value.

“These objectives have been met with the increase in OCBC’s investment in Great Eastern Holdings to 93.72 per cent in October 2024, successfully concluding the voluntary general offer,” an OCBC spokesperson said.

“Regardless of the outcome of the EGM, we would be satisfied with this level of economic interest. Class C non-voting shares are entitled to dividends and other distributions, and will be earnings accretive to OCBC.”

If all the conditions are met, the date of the resumption of trading of GE’s shares will be announced at a later time.

OCBC shares closed 0.84 per cent higher at $16.71 on July 8.