Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<p><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> had been undergoing a strategic review - something long awaited, and perpetually not quite done. The outcome is going to disappoint some (thus my title).</p><p>Today, <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> made an <a href="https://links.sgx.com/FileOpen/Announcement.ashx?App=Announcement&amp;FileID=665172" target="_blank" rel="noopener">announcement</a> (<a href="https://links.sgx.com/FileOpen/Media%20Release.ashx?App=Announcement&amp;FileID=665173" target="_blank" rel="noopener">media release</a>, <a href="https://links.sgx.com/FileOpen/Analyst%20Briefing.ashx?App=Announcement&amp;FileID=665174" target="_blank" rel="noopener">analyst presentation</a>) that it would undergo a Proposed Restructuring (defined by a Business Restructuring Deed ("BRD")) which would spin off the Media Business into a Media Holdco which would be run as a not-for-profit in the form of a Company Limited by Guarantee (CLG), basically a charity in corporate form (subject to the Companies Act). </p><p>The quick and dirty of the situation is that SPH is giving away 6.6% of its equity (and 12+% of its market cap) to the ether so that it is no longer carrying the media business around its neck like an albatross. </p><p>The Media business has seen revenue declines in the traditional print space, and SPH Media ad revenue fell 39% from FY2018 to FY2020. Operating revenue in the past five years has halved, and in FY2020, the SPH Media business posted its first ever loss. H1 2021 has seen the run-rate worsen further. </p><p>The idea is to give away the business, and assets to help it fund itself, to ring-fence SPH from SPH Media going forward, and to remove the strictures of the Newspaper and Printing Presses Act ("NPPA") which bind SPH today.</p><p>One can think of it as an owner having to recapitalise a loss-making business before selling it for a dollar. <em>Sometimes something is worth less than nothing. </em></p><p>It is not a done deal. There are conditions to complete. But it is worthwhile looking at the before/after to determine the "value" of SPH going forward because while revenue will drop, operating profits should <em>increase</em> on a pro-forma basis, and dropping the NPPA restrictions has the potential to make things quite interesting in the medium-long-term.</p><p>More below the fold. </p>

Singapore Press Holdings (SPH SP) had been undergoing a strategic review - something long awaited, and perpetually not quite done. The outcome is going to disappoint some (thus my title).Today, Singapore Press Holdings (SPH SP) made an announcement (media release, analyst presentation) that it would undergo a Proposed Restructuring (defined by a Business Restructuring Deed ("BRD")) which would spin off the Media Business into a Media Holdco which would be run as a not-for-profit in the form of a Company Limited by Guarantee (CLG), basically a charity in corporate form (subject to the Companies Act). The quick and dirty of the situation is that SPH is giving away 6.6% of its equity (and 12+% of its market cap) to the ether so that it is no longer carrying the media business around its neck like an albatross. The Media business has seen revenue declines in the traditional print space, and SPH Media ad revenue fell 39% from FY2018 to FY2020. Operating revenue in the past five years has halved, and in FY2020, the SPH Media business posted its first ever loss. H1 2021 has seen the run-rate worsen further. The idea is to give away the business, and assets to help it fund itself, to ring-fence SPH from SPH Media going forward, and to remove the strictures of the Newspaper and Printing Presses Act ("NPPA") which bind SPH today.One can think of it as an owner having to recapitalise a loss-making business before selling it for a dollar. Sometimes something is worth less than nothing. It is not a done deal. There are conditions to complete. But it is worthwhile looking at the before/after to determine the "value" of SPH going forward because while revenue will drop, operating profits should increase on a pro-forma basis, and dropping the NPPA restrictions has the potential to make things quite interesting in the medium-long-term.More below the fold. 

Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You)

APAC IPOs & Placements, Aequitas Research

Clarence Chu

APAC IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

Nexus Select Trust / Equity Capital Markets

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<a href="https://www.smartkarma.com/entities/nexus-select-trust" target="_blank" data-smartkarma-citation="entities:36566:1" rel="noopener">Nexus Select Trust (NST IN)</a> is looking to raise up to US$500m in its upcoming India IPO. </li>
<li>The bookrunners on the deal are Axis, BofA, Citi, HSBC, IIFL, JM Fin, JPM, Kotak, MS and SBI Cap.</li>
<li>Nexus Select Trust (NST) is a REIT with a portfolio of 17 Grade A urban consumption centers.</li>
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Nexus Select Trust (NST IN) is looking to raise up to US$500m in its upcoming India IPO. 
The bookrunners on the deal are Axis, BofA, Citi, HSBC, IIFL, JM Fin, JPM, Kotak, MS and SBI Cap.
Nexus Select Trust (NST) is a REIT with a portfolio of 17 Grade A urban consumption centers.


Smartkarma Research Team, Smartkarma

Smartkarma Research

Smartkarma Research Team

Smartkarma

Smartkarma unites the fragmented investment industry, connecting institutional investors, independent research providers, and corporates within a single network.

Research Reinvented

Equity Bottom-Up

<p>In the upcoming webinar, Harmeet Bedi, Deputy CEO and CFO of PRIME US REIT, will share a short company presentation. After which, he will engage in a fireside chat with Smartkarma Insight Provider, <a href="https://www.smartkarma.com/profiles/sumeet-singh/about" target="_blank" rel="noopener">Sumeet Singh</a>. The Corporate Webinar will include a live Q&amp;A session.</p>
<h3>The webinar will be hosted on Tuesday, 29 November 2022, 17:00 SGT/HKT.</h3>
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<h2><a href="https://share.hsforms.com/1H9pFZOB-RF2J00kbvMmxcw2c5gj?zoom_webinar_id=86007052435" target="_blank" rel="noopener">Register for the Webinar here</a></h2>
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<p><strong>About Prime US REIT</strong><br> <br>Listed on 19 July 2019 on the Main Board of the Singapore Exchange, Prime US REIT<br>(“PRIME”) is a well-diversified real estate investment trust focused on stabilised income-producing prime office assets in the United States. With the objectives to achieve long-term growth in distributions per unit and net asset value per unit while maintaining a robust capital structure, PRIME offers investors unique exposure to a high-quality portfolio of 14 Class A freehold office properties which are strategically-located in 13 key U.S. office markets. PRIME’s portfolio has a total carrying value of US$1.67 billion as at 30 September 2022.<br><br><strong>Disclaimer: Do note that this webinar will be a live-only event. A recording will not be available afterwards. </strong></p>
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In the upcoming webinar, Harmeet Bedi, Deputy CEO and CFO of PRIME US REIT, will share a short company presentation. After which, he will engage in a fireside chat with Smartkarma Insight Provider, Sumeet Singh. The Corporate Webinar will include a live Q&amp;A session.
The webinar will be hosted on Tuesday, 29 November 2022, 17:00 SGT/HKT.




Register for the Webinar here





About Prime US REIT   Listed on 19 July 2019 on the Main Board of the Singapore Exchange, Prime US REIT (“PRIME”) is a well-diversified real estate investment trust focused on stabilised income-producing prime office assets in the United States. With the objectives to achieve long-term growth in distributions per unit and net asset value per unit while maintaining a robust capital structure, PRIME offers investors unique exposure to a high-quality portfolio of 14 Class A freehold office properties which are strategically-located in 13 key U.S. office markets. PRIME’s portfolio has a total carrying value of US$1.67 billion as at 30 September 2022.  Disclaimer: Do note that this webinar will be a live-only event. A recording will not be available afterwards. 


Smartkarma Corporate Webinar | PRIME US REIT: Diversity and Stability in the US Real Estate Sector

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.

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<li>Cuscaden is offering an all-cash offer of S$2.36 or cash &amp; units offer to comprise S$1.602 in cash and 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 (worth S$2.40).</li>
<li>SPH independent directors preliminarily recommend to shareholders to vote against the Keppel scheme and vote in favour of the Cuscaden scheme. Cuscaden’s offer will be implemented by February 2022. </li>
<li>Cuscaden’s revised offer options are attractive in the context of SPH’s long-term multiples/share prices and <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>’s final offer. Cuscaden’s revised offer seems like a done deal. </li>
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Cuscaden is offering an all-cash offer of S$2.36 or cash &amp; units offer to comprise S$1.602 in cash and 0.782 SPH REIT (SPHREIT SP) units per SPH share (worth S$2.40).
SPH independent directors preliminarily recommend to shareholders to vote against the Keppel scheme and vote in favour of the Cuscaden scheme. Cuscaden’s offer will be implemented by February 2022. 
Cuscaden’s revised offer options are attractive in the context of SPH’s long-term multiples/share prices and Keppel Corp (KEP SP)’s final offer. Cuscaden’s revised offer seems like a done deal. 


Cuscaden’s Revised Offer Options to End the Battle for SPH

<p><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.</p><p>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.</p><p>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.</p><p>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). </p><p>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.  </p><div class="content-highlight"><p>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.  </p></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?

Prime US REIT (PRIME SP)

Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You)

SPH has announced a business restructuring to divest itself of its loss-making Media Holdings, paying to make it go away. This changes structure -...

Travis Lundy

Nexus Select Trust Pre-IPO Tearsheet

Nexus Select Trust (NST IN) is looking to raise up to US$500m in its upcoming India IPO. The bookrunners on the deal are Axis, BofA, Citi, HSBC,...

Clarence Chu

Smartkarma Corporate Webinar | PRIME US REIT: Diversity and Stability in the US Real Estate Sector

For this Corporate Webinar we welcome Mr Harmeet Bedi, Deputy CEO and CFO of the Manager of PRIME US REIT, who will share a company presentation...

Smartkarma Research

Cuscaden’s Revised Offer Options to End the Battle for SPH

Cuscaden is offering an all-cash offer of S$2.36 per share or cash & units offer to comprise S$1.602 in cash and 0.782 SPH REIT units per SPH share...

Arun George

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