With its offer to acquire Singapore Press Holdings (SPH) having been approved by shareholders of the mainboard-listed property player, Cuscaden Peak has started despatching to shareholders the forms for them to choose between getting all cash or a combination of cash and SPH Reit units. 

 

In its regulatory filing furnished to the Singapore Exchange on Thursday (Apr 14), Hotel Properties Limited (HPL) announced that the consortium it backed, Cuscaden Peak, requires SPH shareholders to submit the election forms by 5.30 pm on Apr 26 if they want to receive the $2.36 in cash for each SPH share they hold.

 

Shareholders, however, need not state their preference if they want to receive a combination of $1.602 cash and 0.782 SPH Reit units for every SPH share.

 

The cash payment and units crediting are expected to be done latest by May 12.

 

The offeror noted that shareholders cannot make their election via the form if they hold SPH shares through a depository agent, the CPF Investment Scheme or Supplementary Retirement Scheme (SRS).

 

Their depository agent, CPF agent bank or SRS agent bank would provide these shareholders with information on the election processes.

 

The court-sanctioned scheme, Cuscaden Peak said, is expected to take effect on Apr 29 SPH shares will be delisted on May 13.

 

Separately, Cuscaden Peak reminded unitholders of SPH Reit that it is entitled to reduce the minimum chain offer price of $0.964 per unit by the amount of any distribution or return of capital declared on or after Nov 15, 2021.

 

Therefore, it has the right to lower the offer price of S$0.964 by S$0.0124 per unit that was declared as distribution on Feb 9 and paid to unitholders on Feb 28, and by a further $0.0144 declared on Apr 1 and to be paid to unitholders on May 20 - if it ends up with at least 30 per cent of SPH Reit units as a result of SPH shareholders taking the all-cash option, requiring it to make a mandatory cash offer for SPH Reit.

 

If it intends to cut the minimum offer price, it said it will give an update in due course.

 

HPL closed one Singapore cent higher at $3.55 SPH Reit units were flat at $0.955 on Thursday, before these filings were made to the bourse.

 

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 June 22, 2022.

 

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.