&lsquo Very clever&rsquo &lsquo lost confidence&rsquo : Shareholders react to OCBC&rsquo s latest exit offer for Great Eastern
The independent financial adviser has deemed the deal to be &lsquo fair and reasonable&rsquo
[SINGAPORE] OCBC on Friday (Jun 6) 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.
 
The offer, which OCBC said was made &ldquo at the request of Great Eastern&rdquo , was deemed &ldquo fair and reasonable&rdquo by the independent financial adviser (IFA) to the deal.
 
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.
 
OCBC had earlier said its previous offer, which the IFA deemed &ldquo not fair but reasonable&rdquo , was final.
 
Here are some takes from Great Eastern&rsquo s shareholders &ndash past and present &ndash on the latest offer:
 
The latest exit offer is still not good enough, sitting at the lower range of the S$30 to S$36 possibility, but it is at least higher than before, said a current Great Eastern shareholder, who declined to be named.
 
He did not accept the first OCBC offer at S$25.60 per share, but plans to accept the latest exit offer.
 
To this shareholder, the structure of the exit was &ldquo very clever&rdquo . If shareholders reject the exit offer, a second option will pass and result in shareholders holding a stake in a company that does not offer much better trading liquidity.
 
Under the second resolution, shareholders will vote on a one-for-one bonus issue, to restore the minimum public float so Great Eastern can resume trading.
 
OCBC has undertaken to take its bonus entitlement in the form of a new category of unlisted Class C shares, thus diluting OCBC&rsquo s listed stake in Great Eastern and raising the free float to above 10 per cent.  
 
&ldquo By designing a mechanism of an unprecedented class of non-voting shares &ndash in order to optically satisfy the free float requirements as the other option to vote for &ndash they ensured that minorities have a Hobson&rsquo s choice,&rdquo the shareholder said.
 
This may set a bad precedent in the market for regulators to accept, as it allows other privatisation deals to force minority shareholders to accept &ldquo lousy offers&rdquo , he added.
 
As a result, the shareholder said it was better to &ldquo take it and move on&rdquo than to risk the second option.
 
&ldquo Clearly, if you are a minority in this company, you know you will be treated badly even if it&rsquo s public &ndash so might as well move on,&rdquo he said.
 
Former remisier Ong Chin Woo, who had publicly fought to unlock value for minority shareholders of Great Eastern since March 2024, said these actions &ldquo disproportionately disadvantaged&rdquo vulnerable minority investors, particularly those unable to hold suspended shares.
 
Ong has not decided if he would accept the offer as he is awaiting the IFA report.
 
Meanwhile, shareholders who had already accepted OCBC&rsquo s original offer have mixed feelings.
 
A shareholder, who only wanted to be known as Heng, said she was apathetic, as she felt that the original offer had been fair given market sentiments a year earlier.
 
It is a norm in the stock market for prices to rise and fall, said Heng, who had been a Great Eastern shareholder for around three to four years.
 
&ldquo We&rsquo re talking about a year&rsquo s difference. Even if I hung on, I don&rsquo t know what price it would have been,&rdquo she said.
 
&ldquo To me, my own deal is over. I move on and put my money somewhere else,&rdquo she added.
 
Meanwhile, a shareholder who only wanted to be known as Jessica said she felt very &ldquo disappointed&rdquo after learning of the new exit offer.
 
Jessica, who is semi-retired, said she had been a shareholder of Great Eastern for more than a decade, and had rejected several takeover offers in the past.
 
She accepted OCBC&rsquo s first offer &ldquo at the very last minute&rdquo as she was afraid that she would be stuck with shares in a delisted company.
 
She was also convinced by OCBC&rsquo s repeated emphasis that they would not raise the offer price.
 
&ldquo I gave in at that time, because I trusted that (OCBC was) a big, reputable bank: if it said it would not increase the offer price, I thought they were serious about it,&rdquo said Jessica, who is also a shareholder of OCBC.
 
She questioned why OCBC did not make a fair and reasonable offer in the first place, and how the new offer will be in the interest of the lender&rsquo s shareholders.
 
&ldquo You&rsquo re penalising small, retail investors like us,&rdquo she said. &ldquo I feel like I lost confidence in the stock market.&rdquo
 
The fate of Great Eastern likely lies in the hands of a few significant shareholders. The Lee family behind OCBC and the Wong siblings collectively make up around 3 per cent of the insurer&rsquo s holdings &ndash nearly half of the remaining 6.28 per cent that OCBC is looking to acquire.
Shareholders to vote on Great Eastern delisting on Jul 8
Independent directors recommend shareholders vote for the delisting, based on advice from independent financial adviser EY
 
[SINGAPORE] Independent directors of Great Eastern Holdings (GEH) are recommending for shareholders to accept OCBC&rsquo s conditional exit offer that will ultimately lead to the insurer&rsquo s delisting.
 
This is based on advice from EY, the independent financial adviser (IFA) involved in the deal, GEH said in a circular issued after the market closed on Monday (Jun 9).
 
It noted the IFA is of the opinion that the financial terms of the exit offer are &ldquo on balance, fair and reasonable&rdquo .
 
OCBC had on Friday made an offer of S$30.15 per share for the 6.28 per cent stake in GEH it does not own.
 
Shareholders will be voting at an extraordinary general meeting on Jul 8.
 
The insurer will be delisted if the resolution receives a 75 per cent approval rate. OCBC will not be allowed to vote.
 
In a letter to the independent directors on the exit offer, the IFA said the exit offer price of S$30.15 per offer share is &ldquo within the derived range of values&rdquo for the shares.
 
It added that it has determined the range of values to be from S$30.10 to S$37.63 per share.
 
The IFA noted that the lower end of the range is based on the application of the average price-to-embedded value (P/EV) ratio of similar insurers of 0.8 times to the reported embedded value of the GEH group as at Dec 31, 2024. It is then adjusted for the dividend of S$0.45 per share paid on May 6.
 
In contrast, the higher end of the range is based on the reported embedded value of the GEH group as at Dec 31, 2024, and similarly adjusted for the May 6 dividend.
 
&ldquo The P/EV ratio implied by the exit offer price of 0.8 times is higher than the average P/EV ratios of the company over the 10-year period,&rdquo the IFA said, adding that it is of the view that the exit offer is &ldquo fair&rdquo .
 
In determining whether the offer is &ldquo reasonable&rdquo , the IFA considered a list of factors, including GEH&rsquo s trading suspension and minority interest historical valuation measures of the group comparison with precedent privatisation transactions its dividend track record and the likelihood of competing offers.
 
In the event that shareholders do not accept OCBC&rsquo s exit offer, they will be asked to vote on two alternate resolutions that would facilitate GEH&rsquo s resumption of trading.
 
Resolution B proposes adopting a new constitution by GEH, which is largely comprised of existing provisions of its constitution, but that would also introduce Class C non-voting shares that are designed to facilitate the implementation of Resolution C.
 
Class C shares are a non-listed, non-voting, convertible class of preference shares.
 
Resolution C proposes a one-for-one bonus issue for all shareholders. If both alternate resolutions are approved, shareholders will receive bonus ordinary shares, unless they elect to receive bonus Class C non-voting shares on a one-for-one basis.
 
GEH&rsquo s independent directors recommend shareholders opt for Resolutions B and C, if the resolution to delist is not accepted. They added that they do not recommend electing to receive Class C non-voting shares. 
 
OCBC has said that it will vote to receive the Class C shares, to enable GEH&rsquo s public float to hit 10 per cent so that the trading suspension can be lifted.
 
Earlier, some GEH shareholders told The Business Times that they did not think the latest exit offer was good enough, but said they would accept it anyway.
 
Calling the mechanism design a &ldquo Hobson&rsquo s choice&rdquo , one shareholder said it was better to &ldquo take it and move on&rdquo than to risk the second option.
What does the delisting proposal by Great Eastern mean for the minorities as well as majority shareholder OCBC? 
Minority shareholders have to carefully weigh their next step but the outcome is in the hands of the Wong and Lee families who hold the bulk of the shares
 
[SINGAPORE] As OCBC makes a conditional exit offer of S$900 million at S$30.15 per share to Great Eastern Holdings&rsquo (GEH&rsquo s) shareholders, The Business Times takes a look at the background to the deal.
 
What happened last year? 
 
Last May, OCBC made a voluntary unconditional general offer of S$25.60 per share or S$1.4 billion for the remaining 11.56 per cent stake in GEH that it did not already own, with the aim of delisting the insurer.
 
When the offer closed in July 2024, the bank held 93.52 per cent of the insurer, leaving 6.48 per cent in the hands of minorities. This fell short of the shareholding it needed &ndash 96.94 per cent (excluding concert parties) &ndash to delist GEH, or to compulsorily acquire the rest of the shares.
 
Trading in GEH shares was thereafter suspended on Jul 15, 2024 after the insurer&rsquo s free float fell below 10 per cent. GEH has been granted three extensions of time to comply with the free float requirements under the Singapore Exchange&rsquo s (SGX) listing rules.
 
Exit offer of S$30.15 per share 
 
To meet listing requirements, OCBC announced on Jun 6 that it is making a conditional exit offer of S$900 million at S$30.15 per share to support GEH&rsquo s delisting proposal.
 
What is a conditional exit offer?
 
A conditional exit offer is a proposal made to shareholders &ndash usually in the context of a voluntary delisting or corporate restructuring &ndash to sell their shares only if certain conditions are met.
 
To succeed, at least 75 per cent of the total number of issued shares held by GEH shareholders voting in person or by proxy, in favour of the delisting resolution at an extraordinary general meeting to be convened soon.
 
OCBC will not be able to vote.
 
There are two large shareholder blocks within the remaining 6.28 per cent of GEH that the bank does not own. The Wong family and the Lee family hold close to 3 per cent of GEH. This represents about 48 per cent of the remaining stake. Given the 75 per cent approval threshold, this means that if both parties do not support the delisting, there is no way that the delisting vote can succeed. The OCBC exit offer will then lapse.
 
However, if only the Lee family, given their affiliation with the founding father of OCBC, supports the delisting but the Wongs do not, it will depend on how many of the other minorities turn up. 
 
In its announcement on Jun 6, OCBC stated that its exit offer price of S$30.15 &ndash which has been assessed to be fair and reasonable by EY, the independent financial adviser (IFA) &ndash is final.
 
It implies an FY24 price to embedded value ratio (P/EV), price to net asset value ratio (P/NAV) and price earnings ratio (P/E) of 0.8 times, 1.6 times, and 14.3 times respectively. These implied FY24 P/EV, P/NAV and P/E ratios of the exit offer price also represent a premium compared to the median FY24 P/EV, P/NAV and P/E ratios of comparable companies outlined in the previous IFA letter.
 
What happens if the delisting resolution fails? 
 
GEH shareholders will then proceed to vote on a resolution to satisfy the free float requirement. This requirement states that the public must hold at least 10 per cent for the company to remain listed.
 
The one-for-one bonus issue resolution comprises new ordinary shares (bonus shares), which will be listed and carry voting rights, and newly created Class C non-voting shares which will not be listed and have no voting rights. Class C non-voting shares are meant for OCBC to keep its 93.72 per cent economic benefit from GE while increasing the number of GEH voting shares to more than 10 per cent to restore the free float. GEH shares will then be able to resume trading.
 
Both classes of shares will be issued at no cost to shareholders, and will be entitled to the same dividends. All GEH shareholders will receive the bonus shares unless they elect to receive the Class C non-voting shares.
 
OCBC intends to vote in favour of this resolution, and at the request of GEH, OCBC will opt to receive Class C non-voting shares.
 
By doing so, OCBC&rsquo s own shareholding of voting shares in GEH will fall from 93.72 per cent to 88.19 per cent. This way, GEH restores its free float, and trading of its shares resumes.
 
OCBC said that it has no intention of launching another general offer in the foreseeable future if GE resumes trading. The last offer, prior to the one made in 2024, was 20 years ago.
 
The result assumes that GEH minority shareholders, who hold the remaining 6.28 per cent stake, do not opt for the Class C non-voting shares.
 
If some minority shareholders opt for the Class C non-voting shares, it is possible that the total number of ordinary voting shares (including OCBC&rsquo s 88.19 per cent) stays above 90 per cent and the shares will not be able to restore its free float and have to stay suspended. GEH minority shareholders will then go back to square one.
 
What happens if GEH resumes trading? 
 
The liquidity and trading volume of GEH shares are unlikely to improve, given the more concentrated shareholding structure of the insurer now. The current macroeconomic uncertainties and market volatility also make it unlikely that the share price can rise much. 
 
The Class C non-voting shares will help OCBC retain its rights to 93.72 per cent of the economic interests in GEH (including the rights to 93.72 per cent of dividends to be paid).
 
Conclusion
 
Minority shareholders have to carefully weigh their next step. However, the outcome is in the hands of the Wong and Lee families who hold the bulk of the shares and can therefore affect the result.   
There is still hope in CG.. txs for SGX & MAS
Great Eastern seeks to delist with new OCBC exit offer of S$30.15 per share
Independent financial adviser says offer is fair and reasonable if proposal not approved, relevant shareholders to vote on trading resumption via bonus issue
 
[SINGAPORE] OCBC has made a S$900 million 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.
 
The offer, which OCBC said on Friday (Jun 6) was made &ldquo at the request of Great Eastern&rdquo , will resolve the latter&rsquo s 11-month suspension in share trading, while &ldquo providing its shareholders an exit at a fair and reasonable price&rdquo .
 
Independent financial adviser (IFA) to the deal EY said this offer is fair and reasonable.
 
The offer comes months after OCBC first made a voluntary unconditional general offer of S$1.4 billion for the remaining 11.56 per cent stake in Great Eastern that it did not already own, with the aim to delist the insurer.
 
OCBC had earlier said its previous offer of S$25.60 per share was final.
 
OCBC&rsquo s new exit offer is conditional &ndash at least 75 per cent of the total number of issued shares held by Great Eastern shareholders need to vote in favour of a delisting resolution, which the insurer will table at an extraordinary general meeting.
 
OCBC will not be able to vote on the resolution.
 
If the delisting resolution is passed, Great Eastern will be delisted from the Singapore Exchange (SGX) and shareholders who accept the exit offer will be paid, while those who do not accept the offer will remain as shareholders owning shares in the unlisted insurer.
 
OCBC said its exit offer price is final, and it has no intention of launching another offer in the foreseeable future.
 
One-for-one bonus issue
If the delisting resolution is not passed, the exit offer will lapse and 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 &ndash which will be listed and carry voting rights &ndash and newly-created Class C non-voting shares &ndash which will not be listed and have no voting rights.
 
These shares will be issued at no consideration from shareholders, and will be entitled to the same dividends. All shareholders will receive the bonus shares unless they elect to receive the Class C non-voting shares.
 
OCBC said it will be able to vote on the bonus issue resolution, and intends to vote in favour of it and opt to receive the Class C non-voting shares.
 
This will dilute the lender&rsquo s own shareholding of voting shares in Great Eastern to 88.19 per cent, but keep its 93.72 per cent stake in the economic interests in the insurer, since the non-voting shares rank equally with all ordinary shares.
 
Speaking to media on Friday morning, Great Eastern chief financial officer Ronnie Tan said the proposal was made in the interests and views of the minority shareholders.
 
&ldquo While there are two pathways, we put the delisting pathway upfront as the first decision... to prioritise the views of minority shareholders &ndash meaning minority shareholders have the first say as to whether they want Great Eastern to be delisted or to remain listed,&rdquo he said.
 
&ldquo The company and Great Eastern&rsquo s board recognised that prolonged trading suspension is not in shareholders&rsquo interest, and we need to find a solution as soon as we can,&rdquo he added.
 
Tan also addressed some issues circulating on social media regarding the deal.
 
On why Great Eastern did not conduct a selective capital reduction (SCR) when OCBC first made the offer, Tan said it was &ldquo just not possible&rdquo due to regulations, as the offer was made under the Takeover Code.
 
Great Eastern would also require OCBC&rsquo s support, as the SCR would be paid out by the insurer.
 
Tan said SCRs have an unintended consequence: by using the insurer&rsquo s own capital to pay for it, it will reduce its capital position and solvency ratio.
 
&ldquo Why do we want to solve one problem and create another problem, no matter how small it is?&rdquo he noted.
 
The company had voted against the SCR option, believing that the exit offer from OCBC is &ldquo a better decision for the company&rdquo , he said.
 
Tan also addressed the issue of taking nine months to appoint a new financial adviser to the deal, saying it was so that the insurer could speak to &ldquo as many people as (it could) to get ideas&rdquo .
 
&ldquo It was quite intentional we did not want to rush to appoint a financial adviser because we want the idea flow to keep coming,&rdquo he said.
 
Of all the investment banks that Tan spoke to, he noted that their solutions broadly fell into the two options: either to delist, or resume trading.
 
&ldquo The aha moment came (to us): what if we take the best option from the delisting category, and we take the best option from the resumption of trading category, and we put them together into a comprehensive proposal, and then we let shareholders vote,&rdquo he said.
 
Tan said the insurer has not spoken to any shareholders yet, but noted that they may reach out to the financial adviser since the announcement of the offer has been made.
 
OCBC chief executive Helen Wong said in a joint statement the lender has &ldquo never wavered in our strategic intention to delist Great Eastern&rdquo .
 
The new offer is &ldquo made to avail to Great Eastern shareholders the opportunity to exit the stock after an 11-month suspension in share trading&rdquo , she said.
 
&ldquo We have carefully considered the decision. We are therefore making a fair and reasonable offer, to comply with listing rules, to support Great Eastern&rsquo s proposal to delist,&rdquo she added.
 
OCBC&rsquo s original offer was deemed &ldquo not fair but reasonable&rdquo by the IFA for the deal.
 
At the close of that offer in July 2024, the bank held 93.52 per cent of the insurer, falling short of the shareholding it needed to delist Great Eastern, or to compulsorily acquire the rest of the shares.
 
Its latest offer implies a price to embedded value ratio (P/EV) of 0.8 times a price to net asset value ratio (P/NAV) of 1.6 times and a price to earnings (P/E) ratio of 14.3 times of the insurer&rsquo s 2024 results.
 
It is also a premium to the median P/EV, P/NAV and P/E of comparable companies presented in the IFA letter for the previous offer.
 
Great Eastern was given an extension by the SGX until Jun 8 to announce its finalised proposal to comply with listing rules.
SIAS &lsquo disappointed&rsquo with new GEH outcome, says shareholders left without clear resolution framework or timeline
 
Shareholders are urged to review the terms of Great Eastern Holdings&rsquo (GEH) new offer carefully, weigh them against their individual investment circumstances and objectives, and make informed decisions accordingly, says Securities Investors Association (Singapore) or SIAS in a June 6 statement signed by founder, president & CEO, David Gerald.
 
While shareholders will welcome GEH&rsquo s new delisting offer after an extended 11-month wait, SIAS notes that it has been a &ldquo prolonged and uncertain period&rdquo for shareholders with GEH seeking &ldquo extension after extension&rdquo .
 
On June 6, GEH and Oversea-Chinese Banking Corporation (OCBC) presented a revised offer price of $30.15, which represents a &ldquo material increase&rdquo from the previous offer of $25.60.
 
&ldquo According to the disclosure made in the joint announcement, the independent financial adviser (IFA) has opined that the terms of the new offer are fair and reasonable. The decision on whether GEH will be delisted now rests squarely in the hands of shareholders,&rdquo SIAS notes.
 
Should shareholders reject the delisting, GEH has suggested another pathway to restore compliance with Singapore Exchange&rsquo s (SGX) free float requirement, which is to issue bonus GEH shares. Through this, OCBC will receive newly-created Class C non-voting shares in lieu of ordinary shares.
 
Yet, the earlier voluntary general offer, which closed on July 12, 2024, was a &ldquo distinct and separate&rdquo corporate action. GEH shareholders who accepted that offer will not receive any further compensation despite the IFA stating, at the time, that the offer was &ldquo not fair but reasonable&rdquo .
 
&ldquo SIAS is disappointed with this outcome, where GEH shareholders who were unable to withstand the trading suspension have ultimately lost out on realising a fair value for their GEH shares,&rdquo reads the statement.
 
&ldquo For shareholders who held on, it has been a prolonged and uncertain period, with GEH seeking extension after extension. GEH shares have been suspended from trading since July 2024, and this suspension has severely limited shareholders&rsquo ability to make investment decisions, rebalance portfolios, or exit their positions,&rdquo SIAS adds.
 
With this, SIAS is urging regulators to further refine the rules to provide stronger safeguards for shareholders in such circumstances. The association says it is preparing to meet with GEH and its shareholders &ldquo in due course&rdquo to explain the implications of the proposed resolutions.
Honestly is very disgusting. Yes, it help OCBC save some money, but no, due to lost of reputational image of OCBC. I hope the 6% plus minority don' t accept the offer. Let GE relist and OCBC lose their own face. 
those accepted $25.60 lugi $5?
Not bad last Yr only $25.6 this Yr $30.15 , why last Yr don't increase leh maybe those "kancheong" spiders those 93.5% this Yr don't have the lesson learned don't give up your shares if people said not fair just like Amara case too!
 
OCBC BACKS GREAT EASTERN&rsquo S DELISTING PROPOSAL WITH  S$0.9 BILLION CONDITIONAL EXIT OFFER
Offer to help Great Eastern resolve 11-month suspension in share trading, providing its shareholders an exit at a fair and reasonable price
 
Singapore, 6 June 2025 &ndash Oversea-Chinese Banking Corporation Limited (OCBC) said today, at the request of Great Eastern Holdings Limited (GEH), it will support its proposal to seek a delisting of GEH shares with a S$0.9 billion conditional exit offer at $30.15 per share for the 6.28% GEH shares it does not own.  
 
Trading in GEH shares was suspended on 15 July 2024 after the insurer&rsquo s free float fell below 10%. GEH has requested OCBC to support GEH&rsquo s comprehensive proposal to resolve the suspension in trading of its shares. GEH shareholders who have not been able to sell their shares for the past 11 months will now have an opportunity to do so via the exit offer.  
                       
The independent financial adviser, Ernst and Young, has opined that the exit offer is fair and reasonable.  
 
GEH is proposing a delisting after evaluating the options available and taking into account the practicalities and feasibility of each option. If delisting cannot be achieved, GEH will proceed to seek shareholders&rsquo approval on a second proposal to restore the free float.  
 
OCBC&rsquo s exit offer is conditional upon at least 75% of the total number of issued shares held by GEH shareholders voting in person or by proxy, in favour of a delisting resolution that GEH will table at an extraordinary general meeting (EGM) to be convened. OCBC will not be able to vote on the resolution.   
 
  If the delisting resolution is passed, GEH will be removed from the SGX&rsquo s Main Board and shareholders who accept the exit offer will be paid. Those who do not accept the offer will remain as shareholders owning shares in an unlisted GEH.
If the delisting resolution is not passed, the exit offer will lapse. GEH will proceed to propose a resolution to satisfy the free float requirement. The 1-for-1 bonus issue resolution comprises new ordinary shares (Bonus Shares), which will be listed and carry voting rights, and newly-created Class C Non-Voting Shares which will not be listed and have no voting rights. Both classes of shares will be issued at no consideration from shareholders, and will be entitled to the same dividends. OCBC will be able to vote on the bonus issue resolution.    
 
All GEH shareholders will receive the Bonus Shares unless they elect to receive the Class C Non-Voting Shares.  .....
https://links.sgx.com/1.0.0/corporate-announcements/4753BVQ27BGYTOOP/848201_Media_release_OCBC_to_support_GEH_delisting_6June2025.pdf
 
OCBC BACKS GREAT EASTERN&rsquo S DELISTING PROPOSAL WITH  S$0.9 BILLION CONDITIONAL EXIT OFFER
Offer to help Great Eastern resolve 11-month suspension in share trading, providing its shareholders an exit at a fair and reasonable price
 
Singapore, 6 June 2025 &ndash Oversea-Chinese Banking Corporation Limited (OCBC) said today, at the request of Great Eastern Holdings Limited (GEH), it will support its proposal to seek a delisting of GEH shares with a S$0.9 billion conditional exit offer at $30.15 per share for the 6.28% GEH shares it does not own.  
 
Trading in GEH shares was suspended on 15 July 2024 after the insurer&rsquo s free float fell below 10%. GEH has requested OCBC to support GEH&rsquo s comprehensive proposal to resolve the suspension in trading of its shares. GEH shareholders who have not been able to sell their shares for the past 11 months will now have an opportunity to do so via the exit offer.  
                       
The independent financial adviser, Ernst and Young, has opined that the exit offer is fair and reasonable.  
 
GEH is proposing a delisting after evaluating the options available and taking into account the practicalities and feasibility of each option. If delisting cannot be achieved, GEH will proceed to seek shareholders&rsquo approval on a second proposal to restore the free float.  
 
OCBC&rsquo s exit offer is conditional upon at least 75% of the total number of issued shares held by GEH shareholders voting in person or by proxy, in favour of a delisting resolution that GEH will table at an extraordinary general meeting (EGM) to be convened. OCBC will not be able to vote on the resolution.   
 
  If the delisting resolution is passed, GEH will be removed from the SGX&rsquo s Main Board and shareholders who accept the exit offer will be paid. Those who do not accept the offer will remain as shareholders owning shares in an unlisted GEH.
If the delisting resolution is not passed, the exit offer will lapse. GEH will proceed to propose a resolution to satisfy the free float requirement. The 1-for-1 bonus issue resolution comprises new ordinary shares (Bonus Shares), which will be listed and carry voting rights, and newly-created Class C Non-Voting Shares which will not be listed and have no voting rights. Both classes of shares will be issued at no consideration from shareholders, and will be entitled to the same dividends. OCBC will be able to vote on the bonus issue resolution.    
 
All GEH shareholders will receive the Bonus Shares unless they elect to receive the Class C Non-Voting Shares.  .....
https://links.sgx.com/1.0.0/corporate-announcements/4753BVQ27BGYTOOP/848201_Media_release_OCBC_to_support_GEH_delisting_6June2025.pdf
 
Why 93.52% still cannot complusory force buy all GE shares ? Other company just 90% can buy all ?
Joelton ( Date: 06-Jun-2025 08:11) Posted:
|
Great Eastern plans to delist firm with higher OCBC-backed bid
 
Great Eastern Holdings, whose shares have been suspended since an unsuccessful attempt by Oversea-Chinese Banking Corp for full control, is exploring options that include a plan to delist, according to people with knowledge of the matter.
 
Great Eastern may propose delisting the company via an offer by OCBC, which will be higher than the one made by the lender in May last year, the people said, asking not to be identified discussing non-public matters. The offer, which is expected to be fair and reasonable in accordance with the city-state&rsquo s listing guidelines, is conditional upon delisting being approved, they said.
 
New conditional exit offer @ $30.15
https://links.sgx.com/1.0.0/corporate-announcements/7IQK0BXR32IARK89/290c702cd6e7fc384de3bd915581b8433b16b3ce049c26b0b46e3502d0bf6b24
 
https://links.sgx.com/1.0.0/corporate-announcements/7IQK0BXR32IARK89/290c702cd6e7fc384de3bd915581b8433b16b3ce049c26b0b46e3502d0bf6b24
 
The Edge
Great Eastern Holdings, whose shares have been suspended since an unsuccessful attempt by Oversea-Chinese Banking Corp for full control, is exploring options that include a plan to delist, according to people with knowledge of the matter.
Great Eastern may propose delisting the company via an offer by OCBC, which will be higher than the one made by the lender in May last year, the people said, asking not to be identified discussing non-public matters. The offer, which is expected to be fair and reasonable in accordance with the city-state?s listing guidelines, is conditional upon delisting being approved, they said.
Great Eastern Holdings, whose shares have been suspended since an unsuccessful attempt by Oversea-Chinese Banking Corp for full control, is exploring options that include a plan to delist, according to people with knowledge of the matter.
Great Eastern may propose delisting the company via an offer by OCBC, which will be higher than the one made by the lender in May last year, the people said, asking not to be identified discussing non-public matters. The offer, which is expected to be fair and reasonable in accordance with the city-state?s listing guidelines, is conditional upon delisting being approved, they said.
Some pertinent facts to consider:
This will be an elegant way to end this " sordid" saga: OCBC saving face by not having seen to pay more and minorities finally get a fair shake.
- The onus is on GEH and their board to restore the public free float (PFF) to 10%.  OCBC has got nothing to do with it.
- OCBC have stated in the Offer Document they wanted to privatize GEH and do not intend to undertake nor support any actions to help GEH restore the PFF.
- OCBC have indicated in their results briefing and the AGM that distribution of GEH to OCBC shareholders to attain PFF is a non-starter.
- At GEH AGM, the chairman told shareholders that OCBC had opposed any resolution for non-pro-rata placement, if passed, will lead to a dilution of OCBC' s stake in GEH.
This will be an elegant way to end this " sordid" saga: OCBC saving face by not having seen to pay more and minorities finally get a fair shake.
OCBC distributes ge shares toward shareholders who hold on tight tight.
Trade with dreamers
Trade with dreamers
ysh2006 ( Date: 24-May-2025 17:26) Posted:
|
How to restore the free float ?....
moonsun ( Date: 24-May-2025 13:35) Posted:
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Great Eastern gets another extension to Jun 8 to announce plan to restore free float
It will update shareholders on the finalised proposal shortly, no later than Jun 8
 
[SINGAPORE] Great Eastern Holdings has been granted yet another extension of time to comply with free float requirements under the Singapore Exchange&rsquo s (SGX) listing rules.
 
The insurer now has until Jun 8 to announce its finalised proposal to comply with listing rules, its bourse filing on Friday (May 23) indicated.
 
It was previously granted an extension in January 2025, and in October 2024.
 
Great Eastern said it has been exploring various options to formulate a proposal to meet with the requirements which can address the interests of stakeholders, and has made &ldquo significant progress in formulating a proposal&rdquo .
 
It will issue an announcement to update shareholders on the finalised proposal &ldquo shortly&rdquo , no later than Jun 8, it added.
 
Shares of Great Eastern have been suspended from trading since July 2024, after the counter lost its free float following a takeover bid by its majority shareholder OCBC.
 
Last May, OCBC made a voluntary unconditional general offer of S$1.4 billion for the remaining 11.56 per cent stake in Great Eastern that it did not already own, with the aim to delist the insurer.
 
At the close of the offer in July 2024, the bank held 93.52 per cent of the insurer, falling short of the shareholding it needed to delist Great Eastern, or to compulsorily acquire the rest of the shares.
 
In January, it was reported that OCBC chief executive Helen Wong met with Wong Hong Sun, his brother Hong Yen, as well as representatives of Lee Thor Seng and his family, who are long-time shareholders of Great Eastern with a combined 3 per cent stake.
 
The offer was deemed &ldquo not fair but reasonable&rdquo by the independent financial adviser for the deal.
Seems that SGX gives extension easily..
extension after extension.. pro business? But send wrong msg to investors..
Sigh?.
extension after extension.. pro business? But send wrong msg to investors..
Sigh?.
[SINGAPORE] Great Eastern Holdings has been granted yet another extension of time to comply with free float requirements under the Singapore Exchange?s (SGX) li? Source: The Business Times https://share.google/V8Vcd6k9QUALzGG9o
Some light in the tunnel? This won?t go on forever. Meanwhile, get paid with good dividends.
Some light in the tunnel? This won?t go on forever. Meanwhile, get paid with good dividends.