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$IFAST (AIY.SG)$ iFast is part of Temasek' s Family now. Kep...

$IFAST(AIY.SG)$
iFast is part of Temasek' s Family now. Keppel is 21% owned by Temasek!!

Keppel Corp makes S$3.4 billion offer for SPH' s non-media businessKeppel Corporation on Monday made a privatisation offer for Singapore Press Holdings' (SPH) non-media business through a scheme of arrangement. The deal values SPH at S$3.4 billion with Keppel' s share of the deal totalling S$2.2 billion.

Under the scheme, shareholders will receive a total consideration of S$2.099 per share. This will comprise cash of $0.668 per share, 0.596 Keppel Reit unit valued at S$0.715 per unit, and 0.782 SPH Reit units valued at S$0.716 per unit from a distribution in-specie by SPH.

The scheme is subject to approval by SPH and Keppel shareholders, as well as other conditions and regulatory approvals.

If the deal is approved, SPH, which publishes The Business Times, will be delisted and will become a wholly owned subsidiary of Keppel. Keppel will hold stakes of about 20 per cent in both SPH Reit and Keppel Reit.

The offer price represents a 39.9 per cent premium to the last traded price of S$1.50 per share before a strategic review of SPH' s businesses was announced on March 30. It is also an 11.6 per cent premium to the last traded price of S$1.88 per share on July 30, and a 21.4 per cent premium ot the three-month volume weighted average price of S$1.729 per share.

The offer price is also equivalent to SPH' s adjusted net asset value per share excluding the media business.

Shareholders will also receive any final dividend that may be declared by the board for FY2021.

SPH said in a press statement that it had reviewed various strategic options, including maintaining the status quo, monetisation of certain assets, a partial sale, or privatisation of SPH post-media restructuring.

To maximise value and minimise disruption for shareholders, the board had concluded that privatisation of the entire company would be the preferred solution.

" It derives a better valuation outcome for all shareholders where a control premium is paid for the entire company," the company said.

It will also avoid a situation in which prime SPH assets are cherry-picked, leaving SPH with its existing debt and the risk of being unable to monetise its remaining assets.

Receiving SPH Reit units and Keppel Reit units would allow shareholders to participate in the recovery upside of the retail and commercial property sectors at attractive dividend yields, SPH added.

The scheme will only take effect upon a successful completion of the proposed media restructuring. SPH had in May announced a plan to transfer its media business to a company limited by guarantee (CLG), amid the ongoing challenge of falling advertising revenue.

The transfer of the media assets to the CLG is subject to SPH shareholders' approval at an extraordinary general meeting (EGM) expected to be convened in August or September this year. Should it be approved at the EGM, the competion of the restructuring is expected to occur by December.

SPH will appoint an independent financial adviser for the independent directors, who will make their final recommendation to shareholders on the Keppel scheme.

SPH also intends to seek consent from noteholders through a consent solicitation process in relation to certain terms and conditions of the notes and the trust deed constituting the notes. It will run a formal consent solicitation exercise and details will be provided in due course. This consent of noteholders is, however, not a condition for the scheme.

Credit Suisse is the financial advisor while Allen and Gledhill is the legal advisor to SPH for the strategic review and the proposed transaction.

Said SPH' s chief executive officer Ng Yat Chung: " The outcome is the result of a strategic review process that has taken place over many months. We took the first step with the media restructuring to ensure a sustainable future for the media business, while removing the losses from SPH. The next step was a thorough process to unlock and maximise value for all shareholders for the remaining company. With the privatisation offer from Keppel, shareholders now have an opportunity to realise the value of their SPH shares at a premium
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