The Securities Industry Council (SIC) has disregarded a clause in Keppel’s offer that restricts Singapore Press Holdings (SPH) from holding a scheme meeting for a rival offer within eight weeks from the Keppel scheme meeting.
This is the latest development in the takeover battle for SPH by Keppel and Cuscaden Peak, a consortium comprising Hotel Properties (HPL), Ong Beng Seng, and Temasek-linked entities, CLA and Mapletree.
In a Dec 22 filing, Keppel says that it will abide by the SIC ruling. Keppel believes that these arrangements (between Keppel and SPH in response to the possible offer made by Cuscaden Peak) were in keeping with the integrity of the thorough auction process ran by SPH as part of the strategic review of SPH's businesses, which resulted in Keppel being selected as the preferred bidder.
While Keppel is disappointed at the outcome of the SIC Ruling, it maintains that the Keppel Scheme is a win-win proposition for shareholders of both Keppel and SPH.
For the avoidance of doubt, the remaining provisions in the Implementation Agreement are not in any way affected by the SIC Ruling and will continue to apply.
Keppel is of the view that it would not be prejudicial to the interests of SPH's shareholders for SPH to put the Keppel Scheme before them for consideration. Doing so would not deprive SPH's shareholders of their right to choose between the Keppel Scheme and the proposed scheme of arrangement by Cuscaden Peak, as they will be liberty to exercise their vote accordingly at the Keppel Scheme Meeting.
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The decision whether to approve the Keppel Scheme should be a matter that is left to SPH's shareholders. Keppel hence looks forward to SPH taking all necessary steps to convene the Keppel Scheme Meeting as soon as the delay arising from this issue has been resolved.
SPH says that it 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 in SPH closed at $2.34 on Dec 22.
