Great Eastern set to resume trading after delisting vote fails
Another resolution, which included a one-for-one bonus issue resolution, is passed
[SINGAPORE] Great Eastern Holdings (GEH) is set to resume trading after a vote for a delisting resolution fell through at its extraordinary general meeting (EGM) on Tuesday (Jul 8).
Some 63.49 per cent of minority shareholders present and voting at the EGM cast their votes in favour of a conditional exit offer from parent company OCBC, falling short of the 75 per cent required to pass the resolution.
OCBC , the offeror, was unable to vote on the resolution.
As a result, GEH proposed another resolution to satisfy its free-float requirement, which included a one-for-one bonus issue resolution comprising new ordinary shares and newly created Class C non-voting shares.
This resolution, which OCBC could vote on, was passed.
OCBC said that it intends to receive the Class C non-voting shares, which will dilute the lender’s own shareholding of voting shares in GEH to 88.19 per cent.
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This allows the insurer to satisfy the minimum free float of 10 per cent to resume trading on the Singapore Exchange. Its shares have been suspended since July 2024.
OCBC will keep its 93.72 per cent stake in the economic interests in GEH, however, since the non-voting shares rank equally with all ordinary shares – that is, if all the minority shareholders do not elect for the Class C non-voting shares.
GEH said that it will make further announcements on the administrative procedures to elect the Class C shares.
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OCBC noted that it has no intention of launching another offer in the foreseeable future.
In June, it made a S$900 million conditional exit offer at S$30.15 per share for the 6.28 per cent stake in GEH it does not own.
The offer, which OCBC said was made “at the request of Great Eastern”, would have resolved the latter’s suspension in share trading, while “providing its shareholders an exit at a fair and reasonable price”.
The offer was deemed “fair and reasonable”.
It came more than a year after OCBC first made a privatisation bid for GEH through a voluntary unconditional general offer at S$25.60 per share.
Concerns raised
At the EGM, a shareholder asked why GEH was able to receive a fair and reasonable offer only a year after OCBC said that its previous offer, deemed not fair but reasonable, was final.
GEH board chairman Soon Tit Koon said 2024’s offer was made solely by OCBC, without consulting the insurer.
GEH had engaged with the independent financial adviser (IFA) after it received the offer, and concurred with its findings and recommendations.
Meanwhile, 2025’s offer was requested by the insurer, in a bid to resolve its trading suspension, noted Soon.
Ng Chee Peng, lead independent director on the insurer’s board, said that the independent directors of GEH had been in a series of discussions and negotiations with OCBC for 2025’s exit offer.
“The upshot is that the Great Eastern independent directors did manage to, in this conditional offer, obtain a price that the IFA has assessed and determined to be fair and reasonable – quite different from last year,” he said.
There were also shareholder concerns on what would happen, if enough shareholders opted for the Class C non-voting shares, such that GEH’s free float remained under 10 per cent.
Soon said the insurer is “fairly confident” that the Class C shares will not be elected to a large extent by minority shareholders.
They have been “designed in such a way that it really doesn’t make any sense for any shareholder other than OCBC” to elect to receive them, he added.
These shares are non-listed, non-voting, and have a liquidation preference of S$0.10 per share – compared with OCBC’s exit offer of S$30.15 per share.
He also noted other disadvantages – for example, the shares would not be given custody in the Central Depository, trading needs to be done through intermediaries, and a stamp duty will be applied on transactions.
“We do not expect shareholders who understand the terms of the Class C shares to opt for them,” Soon noted.
But, in the case that they do, GEH’s independent directors will have to restart their effort to look for a new set of viable solutions, which could include share placements, for example, he added.
Former remisier Ong Chin Woo, who had publicly fought to unlock value for minority shareholders of GEH since March 2024, said the meeting was “historic”.
“It shows that minority shareholders are a voice to reckon with, and that we have a rightful place in shaping corporate direction,” he said.
In response to media queries, an OCBC spokesperson said that the bank intended for 2024’s offer to raise its stake in GEH, to capture benefits from further operational synergies and a higher share of its value.
“These objectives have been met with the increase in OCBC’s investment in Great Eastern to 93.72 per cent in October 2024, successfully concluding the voluntary general offer,” the spokesperson added.
“Therefore, OCBC had said on Jun 23, 2025, that, regardless of the outcome of the EGM, we would be satisfied with this level of economic interest.”
Shares of OCBC closed at S$16.71 on Tuesday, up S$0.14 or 0.8 per cent, after the EGM.
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