SINGAPORE Press Holdings : T39 -0.43% (SPH) on Thursday (Mar 24) launched a consent solicitation and tender offer exercise to buy back its outstanding S$500 million 3.2 per cent notes due 2030, issued under the group' s 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 Mar 24 until the expiration deadline at 2 pm on Apr 18.

 

Those who deliver their consent by 5 pm on Apr 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 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 Mar 22. Total shares represented by all the votes received account for about 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 Apr 5.

 

In its latest Mar 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 Apr 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.

SINGAPORE - The long and fierce battle for SPH' s non-media assets has come to an end with shareholders giving the thumbs up to an offer from an Ong Beng Seng-led consortium to buy the company.

 

At an extraordinary general meeting (EGM) held on Tuesday (March 22), SPH shareholders voted to sell the assets of the company to Cuscaden Peak, whose shareholders include Hotel Properties (HPL), its co-founder and managing director Ong Beng Seng, and two Temasek-linked companies - Mapletree and CapitaLand.

 

SPH obtained 89.19 per cent of shareholders, representing 96.55 per cent of the number of shares, voting to approve the scheme resolution for the sale of SPH' s assets to Cuscaden. The resolution required more than 50 per cent the number of shareholders, and at least 75 per cent in the value of votes cast.

 

SPH shareholders also approved the distribution of in-specie of SPH Reits (real estate investment trusts) for those opting for the cash-plus-Reits option.

 

This could potentially trigger a chain offer for SPH Reits if Cuscaden accumulates 30 per cent or more of the Reits. If that happens, Cuscaden will make a takeover offer at 96.4 cents per SPH Reit unit.

 

As the voting was done electronically, shareholders had to cast their votes via proxy to SPH board member Tracey Woon by March 19, who chaired the virtual EGM meeting and then unveiled their votes.

 

HPL group executive director Christopher Lim welcomed the results: " We would like to thank SPH shareholders for their support of the scheme and the distribution in-specie resolution. Next we will work towards facilitating the election by shareholders of their preferred option of either all cash consideration or the cash and SPH Reit units consideration."

 

All this comes after - in a battle with Keppel Corp for SPH - Cuscaden sweetened its first bid with an all-cash offer of $2.36 per SPH share, or an alternative of $2.40 per share comprising $1.602 in cash and 0.782 of an SPH Reit unit per share.

 

Tuesday' s decider on Cuscaden' s offer came after SPH obtained court approval to reject Keppel' s final offer of $2.351 per SPH share, consisting of 86.8 cents in cash, 0.596 of a Keppel Reit unit and and 0.782 of an SPH Reit unit.

 

Keppel had contested the rejection and sought arbitration.

 

But SPH' s independent directors had backed the Cuscaden bid, saying that its implied value was superior to that of Keppel' s.

 

A key feature of the Cuscaden scheme is that it provides flexibility for SPH shareholders, with two consideration options for each SPH shareholder to choose from: either all cash, or cash and SPH Reit units.

 

Observers said this could have been the clincher.

 

Shareholders will now have to indicate or " elect" the payment scheme they want: cash or cash-plus-SPH Reits.

 

Cuscaden is expected to dispatch the " election forms" to shareholders by mid-April, with a possible two-week deadline for submissions.

 

SPH Reit units will be credited to shareholders who opted for the cash-plus-Reits by the second week of May.

 

SPH is then expected to be delisted within days after that.

 

Six months ago, 97.55 per cent of SPH shareholders voted in favour of transferring its media business to the company limited by guarantee (CLG) for a nominal sum of $1, leaving SPH a predominantly property company.

 

Its assets include Paragon and several other malls in Singapore and Sydney, as well as purpose-built student accommodation (PBSA) in Britain and Germany.

 

SPH reported a 70 per cent increase in operating profit to $206.7 million for its non-media operations for the year ended Aug 31, 2021, on the back of improved revenue of $475.1 million, thanks to higher rental income from its malls and PBSA.