Guoco Group extends closing date for offer to take GL private

THE Guoco Group unit looking to take GL Ltd private has extended the closing date for its voluntary conditional cash offer by two weeks to 5.30 pm on March 18.

The offer had been set to close at 5.30 pm on March 4. As at 6pm on March 3, GuocoLeisure Holdings held about 83.18 per cent of the total number of shares in GL.

This comprised about 130 million valid acceptances, or about 9.5 per cent of the total number of shares, and the roughly 1 billion shares held by another of Guoco Group's wholly owned units, GuocoLeisure Assets Ltd.

The offer is conditional upon the offeror obtaining at least 90 per cent of GL's shares.

GuocoLeisure Holdings is offering S$0.70 per share in cash to take GL private. GL's independent directors have recommended that minority shareholders accept the offer, even though its independent financial adviser deemed it "not fair but reasonable".

Under changes to Singapore Exchange Regulation delisting rules in July 2019, exit offers in conjunction with voluntary delistings must not only be "reasonable" but also "fair". In order to exercise the rights of compulsory acquisition in an offer that does not meet both of these requirements, the offeror must obtain more than 90 per cent of the shares held by minority shareholders at the time the offer is made.

This applies to Singapore-incorporated companies.

However, as GL is registered in Bermuda, Guoco Group intends to exercise its rights under Bermuda's Companies Act to effect a compulsory acquisition if it obtains valid acceptances for 90 per cent of GL's shares, or otherwise manages to hold 95 per cent of the company.

GL shares closed at S$0.725 on Thursday, down 0.5 Singapore cent or 0.69 per cent.