Great Eastern Holdings&rsquo share price is at a new all-time high. At its closing price on Sept 16 of $15.73, it is higher than the theoretical exit offer by Oversea-Chinese Banking Corp if the vote to delist GEH had been successful, and $5.86 higher than the $25.60 (pre bonus issue) that was offered to all the minority shareholders of GEH last year.

 

Since GEH is consolidated within OCBC, its share price is unlikely to impact valuations. The key figure for OCBC&rsquo s investors is GEH&rsquo s contributions to OCBC&rsquo s net profit. On the other hand, the wealth of the Wong family and other minorities such as hedge fund Palliser will have risen.

 

Across the Causeway, Sungei Bagan Rubber Company owns 4.765 million shares according to GEH&rsquo s 2024 annual report. With the 1-for-1 bonus issue as part of the relisting effort, Sungei Bagan will probably hold 9.53 million shares. These shares are entitled to GEH&rsquo s full 1H2025 dividend payout giving the Malaysian entity a further $2.383 million.

 

The ephemeral nature of daily share prices notwithstanding, Sungei Bagan has, as of Sept 16, made a net gain on its net asset value per share of 42 cents or RM1.38 excluding the dividend.

 

Sungei Bagan&rsquo s net asset per share was RM11.37 as of June 30 and it closed at RM5.82 on Sept 16. As a result of GEH' s price rise, Sungei Bagan' s theoretical, temporary P/NAV falls to 0.45x. Of course the impact could evaporate by Sept 17 or it may be more pronounced. That is the nature of fluctuating stock prices.

Insurer&rsquo s shares were suspended in July 2024 after its free float fell under 10% following a failed takeover bid by its parent OCBC

 

[SINGAPORE]   Great Eastern   : G07 +2.74% shares rose by close to 4 per cent in intra-day trade on Tuesday (Sep 16), less than a month after trading resumed following a year-long pause. 

 

At 1.42 pm, they climbed to S$15.90, the highest price seen since the insurer resumed trading on Aug 21. This was 3.9 per cent or S$0.59 above the S$15.31 closing price on Monday, and around 306,000 shares had changed hands. 

 

The shares eventually retreated to close the day at S$15.73 &ndash still up by 2.7 per cent or S$0.42, with some 547,100 shares transacted. 

 

Shares of the insurer were suspended on Jul 15, 2024, after its free float fell below 10 per cent following a failed takeover bid by its parent OCBC. 

 

Great Eastern shares had closed at S$25.80 before the suspension. 

 

Failed takeover bid

On May 10, 2024, OCBC made a S$1.4 billion voluntary unconditional general offer for an 11.56 per cent stake in Great Eastern which it did not own, with the aim to delist it. 

 

The S$25.60 per share offer price was a 36.9 per cent premium over the insurer&rsquo s last traded price of S$18.70 prior to the offer announcement, but a 30 per cent discount to its embedded value per share of S$36.59 as at Dec 31, 2023. 

 

On Jun 14, 2024, the independent financial adviser (IFA) to the deal, EY Corporate Finance, said that the offer was &ldquo not fair, but reasonable&rdquo . 

 

On Jun 6, 2025, OCBC revised its offer to S$30.15 per share for the 6.28 per cent stake in Great Eastern it did not own. This time, the IFA deemed the offer fair and reasonable, but the offer fell through after failing to receive sufficient shareholder approval at the insurer&rsquo s Jul 8 extraordinary general meeting. 

 

Great Eastern resumes trading after year-long suspension closes 10% lower than OCBC&rsquo s best offer

To restore Great Eastern&rsquo s free float, the insurer proposed a one-for-one bonus issue of shares that would lift the percentage of shares held in public hands above the 10 per cent minimum threshold. 

 

After the one-for-one bonus issue, shareholders who previously held 1,000 shares would own 2,000 shares. 

The rule requiring information to be made equally available to all shareholders has been cited out of context, says insurer

 

[SINGAPORE] Great Eastern Holdings (GEH) said that sharing with OCBC the indicative range of share values determined by its independent financial adviser (IFA) did not breach The Singapore Code on Take-overs and Mergers, or the Takeover Code.

 

GEH was responding to questions from shareholders and the Securities Investors Association (Singapore), or Sias, on its exit offer price negotiation with OCBC.

 

In bourse filings on Saturday (Jul 5) and Jul 3, GEH tackled various questions ahead of its extraordinary general meeting (EGM) on Jul 8. One of them was whether sharing the indicative range of the shares&rsquo values would amount to &ldquo selective disclosure to some and not all shareholders&rdquo , and if doing so would have led to OCBC proposing a low exit offer price, defeating the IFA&rsquo s evaluation. It noted that the conduct of the independent directors was also questioned. 

 

&ldquo The rule in the Takeover Code requiring information to be made equally available to all shareholders as nearly as possible at the same time and in the same manner has been cited out of context, particularly since OCBC is the offeror in the context of the current exit offer,&rdquo said the insurer.

 

The value range was shared with OCBC in strict confidence and on the understanding that any exit offer price arrived at would have to meet the &ldquo fair and reasonable requirement&rdquo under Rule 1309 of the Singapore Exchange&rsquo s listing manual to support the delisting, GEH said.

 

Ernst & Young Corporate Finance, the IFA, had given an indicative value range of S$30.10 to S$37.63 per share, which GEH shared with OCBC. The insurer had a further series of exchanges with the offeror, before arriving at the exit offer price of S$30.15 per share.

 

It added that sharing the indicative value range with OCBC resulted in the final exit offer price, which was an &ldquo improvement&rdquo from the range of prices discussed initially.

 

2024 vs latest financials

GEH noted that the valuation relied primarily on the embedded value as at end-2024. While it acknowledged that delays in making the exit offer made the figure more than six months old, the embedded value is still the most recent complete data set available. 

 

&ldquo Embedded value includes not only the value of new business, but also the sum of the value of in-force business and the value of the adjusted shareholders&rsquo funds,&rdquo said GEH. It added that the calculation of embedded value requires a comprehensive assessment using full-year data and actuarial assumptions, which is why this figure is formally determined only once a year at the end of each financial year. 

 

The insurer highlighted that although its first-quarter financials were strong, the new business embedded value reflects the present value of projected future profits from new business sold in the year, and is not equivalent to embedded value. 

 

&ldquo The latest operational metrics from Q1 2025 show that Great Eastern&rsquo s new business embedded value rose 19 per cent to S$148.8 million, while profit attributable to shareholders increased by 13 per cent to S$345.5 million,&rdquo it noted, adding that updated half-year financials will be released only on Jul 28, three weeks after its EGM.

 

While interim results such as new business embedded value and Q1 profit were considered in context, they were unaudited and were not used to reset the embedded valuation in the middle of the financial year. 

 

&ldquo The IFA also considered a range of other factors, including market environment, liquidity conditions and historical trading suspension, before concluding that the exit offer was fair and reasonable.&rdquo

 

Responding to a question on whether GEH would be attempting to obtain undertakings from any shareholders to vote for the delisting resolution, the company noted the neutral stance of its board, and said it has not and will not be attempting to do so. 

 

Shareholders also asked about the impact to the company&rsquo s capital adequacy if a selective capital reduction at 90 per cent of its latest embedded value were conducted. GEH said that a selective capital reduction is not in line with its capital deployment plans.

 

&ldquo However, purely for illustrative purposes, if a selective capital reduction was undertaken at the current exit offer price of S$30.15, GEH&rsquo s common equity Tier 1 capital would be reduced by almost S$900 million,&rdquo it said. 

 

Shareholders also raised the option for payment in OCBC shares in exchange for the insurer&rsquo s, so that its original shareholders could also participate in its growth after the exit.

 

&ldquo To fulfil the relevant delisting requirements in the listing manual, the conditional exit offer made by OCBC to support the delisting pathway had to include a cash alternative as the default alternative. Hence, OCBC&rsquo s support was sought in respect of a cash exit offer.&rdquo

 

It noted that shareholders who wish to participate in OCBC&rsquo s growth may use the cash proceeds from the exit offer to acquire OCBC shares in the market.

OCBC exit offer is final it does not plan to launch another offer in the foreseeable future

 

[SINGAPORE] OCBC said it has &ldquo no intention&rdquo to convert its Class C non-voting shares in Great Eastern to ordinary shares when they come up for conversion in five years. 

 

In a statement on Monday (Jun 23), the lender said it does not intend to convert the Class C shares &ldquo on or after the fifth anniversary of the first issuance&rdquo as it would result in Great Eastern losing its free float again. 

 

&ldquo OCBC is electing for the Class C non-voting shares at Great Eastern&rsquo s request to help Great Eastern to meet the free-float requirement and the resumption of trading,&rdquo it said.

 

The statement was made in response to media reports about how OCBC can still propose the privatisation and delisting of Great Eastern by converting these non-voting shares to ordinary, voting shares.

 

Early in June, OCBC made a conditional exit offer at S$30.15 per share for the 6.28 per cent stake in Great Eastern it does not own, in a bid to delist the insurer amid the latter&rsquo s trading suspension. 

 

If the delisting resolution fails at the insurer&rsquo s extraordinary general meeting (EGM) on Jul 8, Great Eastern will propose a resolution to satisfy the free-float requirement. 

 

This includes a one-for-one bonus issue resolution comprising new ordinary shares and newly-created Class C non-voting shares.

 

All shareholders will receive the bonus shares unless they elect to receive the Class C non-voting shares OCBC said it intends to opt to receive the Class C non-voting shares.

 

The offer comes more than a year after OCBC first made a privatisation bid for Great Eastern through a voluntary unconditional general offer at S$25.60 per share.

 

In the Jun 23 statement, OCBC affirmed that delisting Great Eastern is its long-term strategic goal, and added that the lender is &ldquo satisfied with its 93.72 per cent economic interests of Great Eastern since October 2024&rdquo , regardless of the outcome of the upcoming EGM.

 

&ldquo OCBC has already stated in its announcement on Jun 6 that its exit offer is final, and it has no intention to launch another offer in the foreseeable future,&rdquo the lender said.