SMRT Corporation on Tuesday announced that a scheme meeting will be convened on Sept 29, 3.30pm, at The Star Theatre, Level 5.
It is the same day and venue on which the NRFF EGM will be held. That is, the EGM (extraordinary general meeting) of the company in relation to the proposed sale of its operating assets, in connection with the contemplated transition from the current rail financing framework to the new rail financing framework (NRFF). The NRFF EGM will begin at 2.30pm.
The meeting - through a shareholders' vote - will determine if Belford (a 100 per cent owned company of Temasek) will acquire 100 per cent shareholding of SMRT at a scheme price of S$1.68 apiece.
Temasek currently owns about 54 per cent of SMRT, and cannot vote on Belford's proposal at the scheme meeting.
If the scheme is approved by minority shareholders and later by the court, the minority shareholders of SMRT will receive S$1.68 per share within seven business days from the date the scheme becomes effective. SMRT shares will no longer be traded on Singapore Exchange (SGX).
If the scheme is not successful, Belford will not acquire any shares or make any payments under the scheme. SMRT shares will continue trading on SGX.
Rothschild, as independent financial adviser (IFA) to SMRT, said in a note that from a financial point of view, the scheme is "fair and reasonable". Rothschild advises the independent directors to recommend that the shareholders "vote in favour" of the scheme or sell their shares in the open market if they are able to obtain a price higher than the scheme price (after netting off the related transaction expenses).
The independent directors (ID) of SMRT said in a separate note that they concur with the recommendations of the IFA, and "unanimously recommend" that shareholders vote in favour of the scheme at the meeting.
The IDs added: "Scheme shareholders should also be aware and note that there is no assurance that the trading volumes and market prices of the scheme shares will be maintained at the current levels prevailing ... if the scheme does not become effective.
"In the event the scheme becomes effective, it will be binding on all scheme shareholders whether or not they were present in person or by proxy or voted at the scheme meeting. Scheme shareholders should also be aware and note that there is currently no certainty that the scheme will become effective and binding."
Scheme shareholders who have received a scheme document can either attend the scheme meeting in person, or appoint a proxy to vote at the meeting.