Cuscaden offers S$0.9372 per SPH Reit unit, 3.9% below last traded price

CUSCADEN Peak will offer to acquire SPH Reit : SK6U 0% at S$0.9372 per unit, which is the minimum offer price required after adjusting for recent SPH Reit distributions.

The offer price is 3.9 per cent below SPH Reit's last traded price, on Thursday (Apr 28), of S$0.975. It is also 2.8 per cent below SPH Reit's daily volume-weighted average price (VWAP) over the last month.

The offer by Cuscaden is required by the Singapore Code on Take-overs and Mergers, as Cuscaden and its concert parties would own 47.2 per cent of SPH Reit following the completion of an offer by Cuscaden to take Singapore Press Holdings : T39 0% (SPH) private.

The minimum chain offer price was determined by the daily VWAP of SPH Reit for the 20 trading days prior to Cuscaden's initial announcement of the proposed offer for SPH, on Oct 29, or whatever number of trading days there were within the 30 calendar days prior.

Cuscaden has also exercised its right to reduce the minimum price by distributions paid on or after Nov 15, which was when the scheme for the SPH offer was announced.

The offer is, however, conditional upon Cuscaden and its concert parties holding more than 50 per cent of SPH Reit at the close of the offer. Cuscaden said it does not intend to "actively pursue the delisting of SPH Reit". Nevertheless, if the free float requirement that 10 per cent of units are held by the public is not satisfied, Cuscaden will proceed to compulsorily acquire all outstanding units and delist SPH Reit.

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Cuscaden is a consortium comprising locally listed hotel and property owner Hotel Properties : H15 0%, businessman Ong Beng Seng and 2 Temasek-linked entities - CLA and Mapletree Investments - whose businesses span the real estate sector. SPH's assets, which include student lodgings and malls, could be attractive additions to the consortium members' portfolios.