SIC clears way for SPH shareholders to vote on Keppel, Cuscaden bids on same day

THE Securities Industry Council (SIC) has thrown out a clause in Keppel Corp's offer that restricts Singapore Press Holdings (SPH) from holding a scheme meeting for a rival offer within 8 weeks from the Keppel scheme meeting.

The move by SIC marks the latest development in a keen takeover battle for SPH by Keppel and Cuscaden Peak, a consortium comprising Hotel Properties (HPL), businessman Ong Beng Seng, and two Temasek-linked entities, CLA and Mapletree.

The 8-week restriction clause - part of SPH’s implementation agreement with Keppel - has been keenly contested by Cuscaden to be “against the interest of SPH shareholders”. It prevents shareholders from taking any action to hold alternative scheme meetings within 8 weeks from the date of Keppel’s scheme meeting.

The SIC ruling clears the way for SPH to hold a shareholders' meeting to vote on offers from Keppel and Cuscaden on the same day.

Before the ruling, shareholders would have to vote on Keppel’s scheme first, no matter their preference. If they preferred the Cuscaden Scheme, they would still need to first vote down the Keppel Scheme at the Keppel scheme meeting before the Cuscaden scheme meeting can be convened.

"If you prefer the revised Cuscaden proposal, then you must first vote against the final revised Keppel proposal at the Keppel scheme meeting,” said SPH chief executive Ng Yat Chung in a previous media briefing. 

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“I want to emphasise that if the Keppel revised scheme meeting is passed, then there would be no opportunity to vote for the Cuscaden scheme meeting.” 

SPH’s independent directors continued to recommend that shareholders to vote in favour of the Cuscaden Scheme and against the Keppel Scheme, it said in a bourse filing on Wednesday (Dec 22). 

It views Cuscaden’s revised offer of S$2.40 a share as superior to Keppel’s. The latest offer comprises S$1.602 cash and 0.782 of an SPH Reit unit through a distribution-in-specie by SPH. Shareholders can also opt for an all-cash offer of S$2.36 per share.

Keppel’s proposal entails S$2.351 per share consisting of S$0.868 per share in cash, 0.596 of a Keppel Reit unit and 0.782 of an SPH Reit unit.

SPH will proceed to prepare the relevant documents for the Cuscaden scheme and seek clearance from regulators and the court to convene the scheme meeting as soon as reasonably practicable.

Shares of SPH closed up 2 Singapore cents, or 0.9 per cent at S$2.340 on Wednesday.