What's next after Cuscaden gets SPH's non-media assets

UOB Kay Hian said Cuscaden might make a mandatory offer of $0.964 per share.

The vast majority of SPH's shareholders (89.2% of shareholders, 96.6% of total shares represented) voted in favour of Cuscaden's scheme as expected, securing the approval for the sale of SPH's non-media assets to Cuscaden.

SPH also approved the distribution in-specie (DIS) resolution of SPH REIT shares to SPH shareholders. Despite ongoing arbitration with Keppel, Cuscaden's Scheme is allowed to proceed once SPH shareholders approve both the Scheme and DIS resolution.

According to UOB Kay Hian SPH shareholders will now choose between cash and cash-plus-units payment options according to their preferences, which may lead to a mandatory general offer (MGO) for SPH REIT.

Cuscaden would need to apply to the Court to sanction the scheme by 5 April 2022.

SPH shareholders would expect to receive election forms from Cuscaden by mid-April 2022 to indicate which payment scheme (cash or cash-plus-units). Depending on the final proportion of SPH shareholders choosing between the two options.

UOB Kay Hian said it implies that if less than 80% of SPH's shareholders choose the cash-plus-stock option, which is very likely in their view, Cuscaden would be obligated to make an MGO for SPH REIT at S$0.964/share.Cuscaden is not obligated to offer anything higher.

Payment for the scheme would happen around 11 May 22 according to the elected payment method, with the delisting of SPH is expected to happen shortly after.

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