Singapore Press Holdings Limited *Official* (SGX: T39)

[Shion]

SPH seeks to buy back outstanding $500m of 3.2% notes due 2030​

https://www.straitstimes.com/busine...uy-back-outstanding-500m-of-32-notes-due-2030
SINGAPORE (THE BUSINESS TIMES) - Singapore Press Holdings on Thursday (March 24) launched a consent solicitation and tender offer exercise to buy back its outstanding $500 million 3.2 per cent notes due 2030, issued under the group's $1 billion multicurrency debt issuance programme.

Noteholders are invited to sell back their notes to the company, in cash, at a purchase price of 100.75 per cent of the principal amount from March 24 until the expiration deadline at 2pm on April 18.

Those who deliver their consent by 5pm on April 7 will receive an early consent fee equal to 0.25 per cent of the principal amount. Consent received after this deadline will entail a normal consent fee of 0.15 per cent.

DBS Bank has been appointed by SPH as its dealer manager for the exercise.

Earlier this week, some 89.2 per cent of 2,728 SPH shareholders voted in favour of the takeover offer from consortium Cuscaden Peak at a virtual scheme meeting on March 22. The total shares represented by all the votes received account for 31.4 per cent of SPH's share capital of 1.62 billion shares.

The majority also voted yes to the proposed distribution-in-specie of SPH Reit (real estate investment trust) units under the Cuscaden scheme at the extraordinary general meeting.

SPH said it will proceed to apply to the court to sanction the Cuscaden scheme on or around April 5.

In its latest March 24 announcement, SPH said it is seeking approval through an extraordinary resolution of its noteholders to waive provisions of its trust deed and conditions in relation to the scheme as well as include the call option to redeem the notes in the conditions, among others.

It has called for a noteholders' meeting on April 20 to vote on the extraordinary resolution.

Should it be passed, this will allow SPH to redeem all of the notes - then outstanding at 100 per cent of the principal amount - together with interest accrued so that the notes will no longer be outstanding, and the noteholders will not be entitled to any further payments after the redemption.

The company also intends to exercise its call option so that all outstanding notes may be redeemed within 10 business days after the settlement date.

Shares of SPH were trading unchanged at $2.35 as at 11.09am, after the news.

 

[lzydata]

Halted, together with SPH REIT.

 

[Raynon]

Now CE status, means wat?

 

[Shion]

SPH last day of trading on April 7 as court sanctions Cuscaden takeover​

https://www.straitstimes.com/busine...-april-7-as-court-sanctions-cuscaden-takeover
SINGAPORE (THE BUSINESS TIMES) - Cuscaden Peak's bid to acquire Singapore Press Holdings (SPH) via a scheme of arrangement was sanctioned in court on Friday (April 1).

The last day of trading for SPH will be April 7, before the group's shares are suspended from 9am the following day and subsequently delisted on May 13.

SPH shareholders have up until 5pm on April 26 to elect their preferred consideration option of either an all-cash offer of $2.36, or $2.40 per share comprising $1.602 cash and 0.782 of an SPH Real Estate Investment Trust (Reit) unit through a distribution-in-specie by SPH.

Transfer books and the register of members of the company will be closed at 5pm on April 11 to determine the entitlements of eligible shareholders in respect of the distribution-in-specie and the Cuscaden scheme.

The scheme court order will be lodged with the Accounting and Corporate Regulatory Authority of Singapore before the Cuscaden scheme is considered effective and binding.

Assuming that the scheme takes effect on April 28, shareholders can expect to receive payment from the consideration they have opted for by May 11.

SPH has arranged with OCBC Securities, Philip Securities and UOB Kay Hian to facilitate odd lots trades from May 11 to Jun 22, 2022.


To recap, SPH shareholders voted in favour of the takeover offer from Cuscaden via a virtual scheme meeting on March 22.

Cuscaden is a consortium backed by Hotel Properties, businessman Ong Beng Seng and two Temasek-linked entities CLA and Mapletree.

About 89.2 per cent of 2,728 shareholders gave the green light for the takeover.

SPH and SPH Reit both called for trading halts on Thursday evening pending the release of the announcement. Prior to that, shares of SPH closed flat at $2.35, while units of SPH Reit ended 0.5 cent, or 0.5 per cent, lower at 97 cents.

 

[Raynon]

How to choose cash offer?

 

[Raynon]

Will i receive some form?

 

[lzydata]

How to choose cash offer?

SPH shareholders have up until 5pm on April 26 to elect their preferred consideration option of either an all-cash offer of $2.36, or $2.40 per share comprising $1.602 cash and 0.782 of an SPH Real Estate Investment Trust (Reit) unit through a distribution-in-specie by SPH.

Date of despatch of Election Forms by Cuscaden (or on its behalf) to Eligible Shareholders : Thursday, 14 April 2022

Election Period : Thursday, 14 April 2022 to Tuesday, 26 April 2022

Latest date and time for submission of Election Forms : Tuesday, 26 April 2022 at 5.00 p.m.

https://links.sgx.com/FileOpen/Court Sanction Announcement.ashx?App=Announcement&FileID=709429

 

[schmeichel]

edited after re-reading the earlier posts. I thought I missed out on the election forms deadline.

 

[zippo1979]

Congrats fellow SPHers! HUAT AH!

Let's all look forward to receiving $2.36 cash on 11th May!

 

[Squaredot]

SPH bye bye!

 

[Raynon]

The umbrage CEO joining which company after this?

 

[sohguanh]

Can I ask what will be the fate of SPH REIT? I quite eager to sell off pending they acquire for a price above IPO I ok already

 

[lzydata]

Can I ask what will be the fate of SPH REIT? I quite eager to sell off pending they acquire for a price above IPO I ok already

If more SPH shareholders choose to receive all cash, Cuscaden Peak will keep more SPH REIT units.

If more SPH shareholders choose cash + units (which is the default), Cuscaden Peak will keep less of the REIT, as the former SPH shareholders become the REIT's unitholders.

If Cuscaden Peak ends up with 30% or more of SPH REIT, it has to make a general offer for SPH REIT at 96.4 cents*.

* minus distributions that SPH REIT is going to make from now until the offer.

 

[Paul Lee]

The election form has been dispatched.

Those who want all cash must return the form by 26 April 2022.

You can also do it electronically via CDP-online. (Instruction on Pg 9 of presentation slides)

If you are happy to receive cash + SPH REIT, then you need not do anything.

Announcement
Presentation

 

[Paul Lee]

If Cuscaden Peak ends up with 30% or more of SPH REIT, it has to make a general offer for SPH REIT at 96.4 cents*.

* minus distributions that SPH REIT is going to make from now until the offer.

Correction. The reduction in the chain offer price excludes the distribution of S$0.0124 paid on 28 Feb 2022 and the distribution of S$0.0144 that will be paid on 20 May 2022.

So the final chain offer price will be $0.9372

ANNOUNCEMENT REGARDING POSSIBLE CHAIN OFFER FOR SPH REIT – CHAIN OFFER PRICE

 

[Cobra!]

I don't see any option for trade up/down odd lot for sph reit.

 

[Raynon]

Guys , need to affix stamp for letter to be sent to SPH to accept cash offer? Last time this kind of letter no need stamp to be affixed sia, but now seems like there is statement quoting “ to affix adequate postage here”

 

[reddevil0728]

Guys , need to affix stamp for letter to be sent to SPH to accept cash offer? Last time this kind of letter no need stamp to be affixed sia, but now seems like there is statement quoting “ to affix adequate postage here”

Surprised that there’s no electronic option to do such things nowadays

 

[superman]

Surprised that there’s no reason electronic option to do such things nowadays

You can go CDP website to opt for All Cash.

 

[reddevil0728]

You can go CDP website to opt for All Cash.

Guess that’s the solution…

Guys , need to affix stamp for letter to be sent to SPH to accept cash offer? Last time this kind of letter no need stamp to be affixed sia, but now seems like there is statement quoting “ to affix adequate postage here”