Sias questions Cuscaden and Keppel on SPH bid following investor feedback

Singapore

FOLLOWING investors' feedback, the Securities Investors Association (Singapore) (Sias) has posed questions to Cuscaden Peak and Keppel Corporation on their competing offers for Singapore Press Holdings (SPH).

Among other things, Sias, via a letter from its president and chief executive David Gerald, asked Cuscaden Peak to spell out its long-term plans for SPH Reit, should its bid succeed. Sias also sought Cuscaden Peak's intention with regard to the listing status of the Reit.

It also asked what factors would determine the chain offer price for SPH Reit, should such an offer be triggered, given the trading price of S$1.01 as of Monday (Nov 22).

Gerald's letter to Keppel questioned why Keppel was making it urgent for SPH shareholders to cast their votes. This was with reference to Keppel's comments on Nov 16, when it reiterated that its offer was "firm and irrevocable".

"The sooner the scheme is approved, the better it is for SPH, so as to reduce any further uncertainty and instability for its various stakeholders and preserve value," Keppel had said.

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Sias asked what Keppel meant by "further uncertainty and instability", and noted that some shareholders have highlighted that it would be fairer and easier for them to make a decision if both offers are allowed to be considered at the same time.

Sias also asked Keppel to explain why it is beneficial for existing shareholders to receive Keppel Reit units that trade at a discount to net asset value. Why are SPH shareholders asked to "trade" their exposure to the current SPH assets for commercial properties owned by Keppel Reit, it asked.

Keppel had announced its proposed acquisition for SPH on Aug 2, with terms improved on Nov 9 after a competing bid by Cuscaden Peak. Keppel's revised final offer consists of S$0.868 cash, 0.782 SPH Reit units and 0.596 Keppel Reit units per share.

Cuscaden Peak, a consortium comprising Hotel Properties, CLA Real Estate Holdings and Mapletree Investments, had made a surprise rival bid on Oct 29. It is now offering each SPH shareholder the option of an all-cash offer of S$2.36, or S$2.40 per share comprising S$1.602 cash and 0.782 of an SPH Reit unit through a distribution-in-specie by SPH.

Keppel shares shed 5 cents to close at S$5.34 on Nov 23; SPH shares closed flat at S$2.34.