Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

Event-Driven

<div>On 30 March, <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> announced that it was undergoing a strategic review to consider options for its various businesses. On 6 May, the company announced that it would be transferring its media business to a not-for-profit entity.</div><div>
Then, on 2 August, <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> announced that it was proposing to acquire <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> ex the media business and then delist and privatise SPH. Under the terms of the Scheme, for each share of <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> held, shareholders will receive cash of S$0.668, 0.596 units of <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and 0.782 units of <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a>, valuing SPH at S$2.0987/share. With a large part of the value tied to other listed stocks, the amount that SPH shareholders would receive kept moving around.
On 29 October, Cuscaden Peak proposed to acquire <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> in an all cash deal at S$2.10/share. That compared to a price of S$1.99/share for SPH at the close on 28 October and an equivalent value of S$2.0861/share from the Keppel offer.
On 1 November, <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> closed at S$2.12/share, higher than the Cuscaden offer. But with the rally (and short covering) in <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a>, the S$2.12/share price was a discount to the value of S$2.1548/share from the Keppel deal.
Last evening, just before the stroke of midnight, <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> announced that it was making a compelling final offer of S$2.351/share for <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a>, 12% higher than the initial offer and the result of a S$0.2/share increase in the cash consideration. The S$2.351/share value could move lower on a drop in <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a>, but is likely to remain higher than the Cuscaden offer. The revised scheme consideration will not be adjusted by the S$0.03/share final dividend.
We do not see Cuscaden increasing their cash offer to match the Keppel offer. Even if they do, an increase in the stock prices of <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a> could take the value of the Keppel offer even higher.
</div>

On 30 March, Singapore Press Holdings (SPH SP) announced that it was undergoing a strategic review to consider options for its various businesses. On 6 May, the company announced that it would be transferring its media business to a not-for-profit entity.
Then, on 2 August, Keppel Corp (KEP SP) announced that it was proposing to acquire Singapore Press Holdings (SPH SP) ex the media business and then delist and privatise SPH. Under the terms of the Scheme, for each share of Singapore Press Holdings (SPH SP) held, shareholders will receive cash of S$0.668, 0.596 units of Keppel REIT (KREIT SP) and 0.782 units of SPH REIT (SPHREIT SP), valuing SPH at S$2.0987/share. With a large part of the value tied to other listed stocks, the amount that SPH shareholders would receive kept moving around.
On 29 October, Cuscaden Peak proposed to acquire Singapore Press Holdings (SPH SP) in an all cash deal at S$2.10/share. That compared to a price of S$1.99/share for SPH at the close on 28 October and an equivalent value of S$2.0861/share from the Keppel offer.
On 1 November, Singapore Press Holdings (SPH SP) closed at S$2.12/share, higher than the Cuscaden offer. But with the rally (and short covering) in Keppel REIT (KREIT SP) and SPH REIT (SPHREIT SP), the S$2.12/share price was a discount to the value of S$2.1548/share from the Keppel deal.
Last evening, just before the stroke of midnight, Keppel Corp (KEP SP) announced that it was making a compelling final offer of S$2.351/share for Singapore Press Holdings (SPH SP), 12% higher than the initial offer and the result of a S$0.2/share increase in the cash consideration. The S$2.351/share value could move lower on a drop in Keppel REIT (KREIT SP) and SPH REIT (SPHREIT SP), but is likely to remain higher than the Cuscaden offer. The revised scheme consideration will not be adjusted by the S$0.03/share final dividend.
We do not see Cuscaden increasing their cash offer to match the Keppel offer. Even if they do, an increase in the stock prices of Keppel REIT (KREIT SP) and SPH REIT (SPHREIT SP) could take the value of the Keppel offer even higher.


Singapore Press Holdings (SPH SP) - Keppel Back in Pole Position

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> announced a final and improved privatisation offer from <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a>. Keppel’s final offer bumps up the cash consideration 30% from S$0.668 cash per SPH share to S$0.868 cash per SPH share while keeping unchanged 0.596 <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> units per SPH share along with SPH distributing-in-specie 0.782 <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a> units per SPH share. Based on the last close price of Keppel REIT and SPH REIT, the total consideration is S$2.351 per SPH share, which is a 12.0% premium to the previous Keppel offer of S$2.099 per SPH share and a 12.0% premium to Cuscaden’s offer of S$2.10 cash per SPH share.As discussed in <a href="https://www.smartkarma.com/insights/sph-s-rival-offer-from-cuscaden" target="_blank" data-smartkarma-citation="insights:59774" rel="noopener">SPH’s Rival Offer from Cuscaden</a>, on 29 October, SPH received a competing privatisation offer from Cuscaden at S$2.10 cash per SPH share. Since the announcement, SPH has facilitated due diligence to obtain a revised proposal from Cuscaden.Keppel’s final offer requires SPH to hold its EGM and scheme meeting to vote on Keppel’s scheme by 8 December. Keppel has obtained all regulatory approvals and waived the MAC clause. SPH has recognised that Keppel’s final offer is superior to Cuscaden’s offer and will call for the scheme meeting.We previously noted that Cuscaden’s offer has greater certainty of value as it is all cash, eliminates the risk of changing REIT unit prices (Keppel REIT and SPH REIT) and does any require further shareholders' approval on the part of Cuscaden (Keppel’s offer requires approval from Keppel shareholders). However, since the announcement of Cuscaden’s offer, SPH REIT and Keppel REIT unit prices have increased by 4.6% and 1.8% respectively, increasing the combined value of the REIT units by S$0.047 per SPH share. SPH REIT also has a floor price due to the minimum chain offer price of S$0.964 per SPH REIT unit which Cuscaden is obliged to offer under its proposal. Crucially, the rising REIT unit prices had lifted Keppel’s previous offer ($2.15 at last close prices) above Cuscaden’s offer.  <div class="content-highlight">Keppel’s final offer is attractive in the context of SPH’s historical long-term multiples and share prices. Based on the SPH REIT and Keppel REIT traded prices since the announcement of Keppel’s previous offer, Keppel’s final offer implies a range of S$2.201-2.355 per SPH share. Under the terms of the final Keppel proposal, any competing offer by way of a scheme of arrangement must be signed by 16 November and any competing general offer must be announced by 1 December. Barring a material decline in the REIT unit prices, we think it will be difficult for Cuscaden to launch a more compelling all-cash offer. Overall, we think that Keppel’s final offer has a good probability to be the winning bid.  </div>

Singapore Press Holdings (SPH SP) announced a final and improved privatisation offer from Keppel Corp (KEP SP). Keppel’s final offer bumps up the cash consideration 30% from S$0.668 cash per SPH share to S$0.868 cash per SPH share while keeping unchanged 0.596 Keppel REIT (KREIT SP) units per SPH share along with SPH distributing-in-specie 0.782 SPH REIT (SPHREIT SP) units per SPH share. Based on the last close price of Keppel REIT and SPH REIT, the total consideration is S$2.351 per SPH share, which is a 12.0% premium to the previous Keppel offer of S$2.099 per SPH share and a 12.0% premium to Cuscaden’s offer of S$2.10 cash per SPH share.As discussed in SPH’s Rival Offer from Cuscaden, on 29 October, SPH received a competing privatisation offer from Cuscaden at S$2.10 cash per SPH share. Since the announcement, SPH has facilitated due diligence to obtain a revised proposal from Cuscaden.Keppel’s final offer requires SPH to hold its EGM and scheme meeting to vote on Keppel’s scheme by 8 December. Keppel has obtained all regulatory approvals and waived the MAC clause. SPH has recognised that Keppel’s final offer is superior to Cuscaden’s offer and will call for the scheme meeting.We previously noted that Cuscaden’s offer has greater certainty of value as it is all cash, eliminates the risk of changing REIT unit prices (Keppel REIT and SPH REIT) and does any require further shareholders' approval on the part of Cuscaden (Keppel’s offer requires approval from Keppel shareholders). However, since the announcement of Cuscaden’s offer, SPH REIT and Keppel REIT unit prices have increased by 4.6% and 1.8% respectively, increasing the combined value of the REIT units by S$0.047 per SPH share. SPH REIT also has a floor price due to the minimum chain offer price of S$0.964 per SPH REIT unit which Cuscaden is obliged to offer under its proposal. Crucially, the rising REIT unit prices had lifted Keppel’s previous offer ($2.15 at last close prices) above Cuscaden’s offer.  Keppel’s final offer is attractive in the context of SPH’s historical long-term multiples and share prices. Based on the SPH REIT and Keppel REIT traded prices since the announcement of Keppel’s previous offer, Keppel’s final offer implies a range of S$2.201-2.355 per SPH share. Under the terms of the final Keppel proposal, any competing offer by way of a scheme of arrangement must be signed by 16 November and any competing general offer must be announced by 1 December. Barring a material decline in the REIT unit prices, we think it will be difficult for Cuscaden to launch a more compelling all-cash offer. Overall, we think that Keppel’s final offer has a good probability to be the winning bid.  

Keppel’s Final Offer for SPH - Game, Set and Match?

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Last Week in Event SPACE: Singapore Press Holdings, Afterpay, Link Admin, Razer, AusNet, 51job

Travis Lundy

Last week, Cuscaden Peak Pte. Limited - an entity led and 40% owned by tycoon Mr. Ong Bong Seng's Singapore-listed Hotel Properties Ltd, with the remaining 60% split between the Capitaland parent company (Temasek-backed), and 30% Mapletree Investments - a S$66bn property owner-manager with four listed S-REITs and 6 PE real estate funds (also Temasek-backed) - announced a counterproposal for <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> at S$2.10/share in cash, topping the Scheme Consideration in the <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> Offer.
This was discussed in <a href="https://www.smartkarma.com/insights/sph-lobang-holders-so-shiok-bidders-so-kiasu-this-may-not-be-the-end" target="_blank" data-smartkarma-citation="insights:59725" rel="noopener">SPH Lobang - Holders So Shiok, Bidders So Kiasu. This May Not Be The End.</a> 
The Cuscaden Offer was, in my mind, a teaser. The original Keppel Offer presentation said that the "value" was S$2.099/share and the market value of the Keppel Offer Consideration was S$2.086/share. This was a tenth of a cent higher than the original and less than 1% higher than the existing consideration.
The "problem" for Cuscaden in offering such a price was that arbitrageurs who may have had the trade on would need to buy back <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a> shares which they would have shorted to put on the arb - a good arb as discussed in <a href="https://www.smartkarma.com/insights/sph-shareholders-approve-spinoff-there-s-still-a-spread-to-earn" target="_blank" data-smartkarma-citation="insights:57504" rel="noopener">SPH Shareholders Approve Spinoff - There's Still a Spread To Earn</a> about 8 weeks ago. That would mechanically force the REIT prices higher, pushing the Keppel Scheme Consideration higher - perhaps more than 1% higher. 
Indeed it did. On Friday while SPH was suspended, the two REITs in the Consideration Basket gained in price and the value of the Keppel Consideration rose through S$2.10/unit. Keppel also <a href="https://links.sgx.com/FileOpen/KCL%20Announcement_Possible%20Offer%20for%20SPH_291021.ashx?App=Announcement&amp;FileID=688663" target="_blank" rel="noopener">announced</a> it would review and respond in due course. 
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<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/239/114/original/Screenshot+2021-11-02+at+9.39.33+AM.png?1635817187" class="editor-image img-responsive" data-smartkarma-image-id="239114"></figure>
</section>
Overnight, Cuscaden has announced the calculations for their Possible Chain Offer for <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a>.

Last week, Cuscaden Peak Pte. Limited - an entity led and 40% owned by tycoon Mr. Ong Bong Seng's Singapore-listed Hotel Properties Ltd, with the remaining 60% split between the Capitaland parent company (Temasek-backed), and 30% Mapletree Investments - a S$66bn property owner-manager with four listed S-REITs and 6 PE real estate funds (also Temasek-backed) - announced a counterproposal for Singapore Press Holdings (SPH SP) at S$2.10/share in cash, topping the Scheme Consideration in the Keppel Corp (KEP SP) Offer.
This was discussed in SPH Lobang - Holders So Shiok, Bidders So Kiasu. This May Not Be The End. 
The Cuscaden Offer was, in my mind, a teaser. The original Keppel Offer presentation said that the "value" was S$2.099/share and the market value of the Keppel Offer Consideration was S$2.086/share. This was a tenth of a cent higher than the original and less than 1% higher than the existing consideration.
The "problem" for Cuscaden in offering such a price was that arbitrageurs who may have had the trade on would need to buy back Keppel REIT (KREIT SP) and SPH REIT (SPHREIT SP) shares which they would have shorted to put on the arb - a good arb as discussed in SPH Shareholders Approve Spinoff - There's Still a Spread To Earn about 8 weeks ago. That would mechanically force the REIT prices higher, pushing the Keppel Scheme Consideration higher - perhaps more than 1% higher. 
Indeed it did. On Friday while SPH was suspended, the two REITs in the Consideration Basket gained in price and the value of the Keppel Consideration rose through S$2.10/unit. Keppel also announced it would review and respond in due course. 



Overnight, Cuscaden has announced the calculations for their Possible Chain Offer for SPH REIT (SPHREIT SP). 

SPH Update: Keppel, SPH REIT Chain Offer, and Cuscaden Strategy

Last Week in Event SPACE: Japan Post, Singapore Press, Siam Future, 51job, Kunlun, Shinsei Bank

Singapore

Keppel REIT operates as a commercial real estate investment trust. The Trust owns and invests in a portfolio of income-producing office buildings and related real estate assets. Keppel REIT offers its services in Asia and Australia.

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Keppel REIT (KREIT SP)

Singapore Press Holdings (SPH SP) - Keppel Back in Pole Position

Keppel has increased the cash component of its earlier offer to top Cuscaden's offer by 12%. We think it unlikely that Cuscaden makes an all-cash...

Brian Freitas

Keppel’s Final Offer for SPH - Game, Set and Match?

Keppel's final and improved offer is worth S$2.351 per share. It will be difficult for Cuscaden to launch a more compelling all-cash offer....

Arun George

Last Week in Event SPACE: Singapore Press Holdings, Afterpay, Link Admin, Razer, AusNet, 51job

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

SPH Update: Keppel, SPH REIT Chain Offer, and Cuscaden Strategy

Cuscaden has clarified the Chain Rule Offer Price for SPH REITs should their Scheme Proposal become effective, but they need to bid up or fold....

Travis Lundy

Last Week in Event SPACE: Japan Post, Singapore Press, Siam Future, 51job, Kunlun, Shinsei Bank

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

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