Cuscaden will have to offer minimum chain offer price of S$0.964 per SPH Reit unit

THE minimum chain offer price which consortium Cuscaden Peak will have to offer for each SPH Real Estate Investment Trust (Reit) SK6U unit - if its acquisition bid for Singapore Press Holdings (SPH) T39 : T39 0% succeeds - is S$0.964, fully in cash, Cuscaden said in a Singapore Exchange filing on Monday night.

The consortium had made a surprise rival bid to privatise SPH on Oct 29, following an earlier offer from Keppel Corp. Such an acquisition would take place by way of a scheme of arrangement.

Subject to the finalisation of the terms of such a scheme, the completion of Cuscaden's proposed cash acquisition would result in an obligation for it to undertake a chain offer for all SPH Reit units as well, in accordance with the Singapore Code on Take-overs and Mergers.

The minimum chain offer price shall be the simple average of the daily volume-weighted average traded prices of SPH Reit units, on either the latest 20 trading days, or whatever number of trading days there were within 30 calendar days before the announcement of the possible offer.

The Securities Industry Council (SIC) had confirmed this to Cuscaden in an earlier ruling, said Cuscaden in its Monday filing.

Accordingly, the minimum chain offer price which Cuscaden would be obliged to offer is S$0.964, fully in cash.

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If and when the SPH Reit chain offer is made, Cuscaden will not be obliged to offer a higher chain offer price.

Cuscaden said that SPH shareholders should note that the chain offer will not be made unless and until the possible scheme becomes effective in accordance with its terms, or - if Cuscaden undertakes the proposed acquisition in another method - is declared effective or unconditional, and/or is completed.

"Cuscaden wishes to emphasise that SPH has not entered into any definitive legally binding agreement with Cuscaden in relation to the proposed acquisition or the possible scheme," it said.

It added that there is no certainty or assurance that any definitive agreements will be entered into, or that any transaction will materialise from current discussions, and its announcement "does not represent or amount to an announcement of a firm intention to make an offer".

Cuscaden said it will make any relevant announcement in compliance with listing rules in the event that any transaction materialises. It advised SPH shareholders and SPH Reit unitholders to exercise caution when dealing in their shares or units in the meantime.

Cuscaden's offer for SPH is S$2.10 per share in cash, while Keppel's is S$2.099 per share, comprising cash of S$0.668 per share, 0.596 Keppel Reit unit (valued at S$0.715) and 0.782 SPH Reit unit (valued at S$0.716) per share.

Cuscaden comprises Hotel Properties, businessman Ong Beng Seng and two Temasek-linked entities- CLA Real Estate Holdings and Mapletree. Its proposal still needs to be accepted by the board of SPH which publishes The Business Times.

SPH shares closed up S$0.13 or 6.53 per cent at S$2.12, while SPH Reit units closed up S$0.065 or 6.67 per cent at S$1.04 on Monday, the first day of trading after Friday's trading halt.