Court grants SPH permission to convene Cuscaden scheme meeting

SINGAPORE Press Holdings (SPH) said on Monday (Feb 14) that the court has made an order granting it leave to convene the Cuscaden scheme meeting.

In the bourse filing, SPH also said that the court has also made an order on Monday granting leave for it to withdraw the application to convene the scheme meeting in relation to the Keppel scheme.

Keppel Corp and Cuscaden - which is a consortium backed by Hotel Properties (HPL), businessman Ong Beng Seng, and 2 Temasek-linked entities, CLA and Mapletree - have been in a long-running battle to take SPH private by their respective schemes of arrangement.

SPH announced last week that it had terminated the implementation agreement with Keppel, noting that not all the scheme conditions set out in the implementation agreement previously signed by Keppel and SPH have been satisfied, even as the cut-off date of Feb 2, 2022, lapsed.

This prompted Keppel to file a notice of arbitration with the Singapore International Arbitration Centre (SIAC) to start arbitration proceedings against SPH.

Last November, Cuscaden had made a revised offer of S$2.40 a share for SPH, comprising S$1.602 cash and 0.782 of an SPH Reit (real estate investment trust) unit through a distribution-in-specie by SPH.

GET BT IN YOUR INBOX DAILY

Start and end each day with the latest news stories and analyses delivered straight to your inbox.

Sign UpVIEW ALL

This came after Keppel tabled a final offer – which was also a revision of an earlier offer – of S$2.351 per share, consisting of S$0.868 per share in cash, 0.596 of a Keppel Reit unit and 0.782 of an SPH Reit unit.

SPH said on Monday that it will "vigorously defend its position under the Keppel arbitration in the appropriate forum and at the appropriate time". It added that it will continue with preparations to allow shareholders to consider and vote on the Cuscaden scheme.

Shares of SPH closed at S$2.32 on Monday, down S$0.01 or 0.4 per cent, before the announcement.