Court grants SPH permission to convene Cuscaden scheme meeting

This article is more than 12 months old

Feb 14, 2022 08:32 pm

(THE BUSINESS TIMES) - Singapore Press Holdings (SPH) said on Monday (Feb 14) that the court has made an order granting it leave to convene the Cuscaden scheme meeting.

In the bourse filing, SPH also said the court has also made an order on Monday granting leave for it to withdraw the application to convene the meeting in relation to the Keppel scheme.

SPH has told The Straits Times that it will continue with its preparations to allow shareholders to consider and vote on the Cuscaden scheme.

It added that a composite document setting out further details on the Cuscaden scheme, including the independent financial adivsers’ opinion and the notice of an extraordinary general meeting and scheme meeting, will be dispatched in due course.

Keppel Corp and Cuscaden - a consortium backed by Hotel Properties, businessman Ong Beng Seng and Temasek-linked entities CLA and Mapletree - have been in a long-running battle to take SPH private by their respective schemes of arrangement.

SPH announced last week that it had terminated the implementation agreement with Keppel, noting that not all the scheme conditions set out in the implementation agreement previously signed by Keppel and SPH have been satisfied, even as the cut-off date of Feb 2, 2022 lapsed.

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This prompted Keppel to file a notice of arbitration with the Singapore International Arbitration Centre to start arbitration proceedings against SPH.

SPH said on Monday that it will "vigorously defend its position under the Keppel arbitration in the appropriate forum and at the appropriate time". It added that it will continue with preparations to allow shareholders to consider and vote on the Cuscaden scheme.

Keppel said it will continue with the arbitration proceedings to enforce its rights and seek various reliefs against SPH, including specific performance of SPH's obligations.

Arbitration requires a neutral party to render a decision. The nature of arbitration is rights-based, adversarial and confidential. The outcome is binding on the parties.

Keppel Pegasus does not agree with the termination of its agreement and is of the view that SPH is obliged to put its offer to a vote, in accordance with the terms of the agreement.

Shares of SPH closed at $2.32 on Monday, down a cent or 0.4 per cent, before the announcement.