AYO9VPTD5YJ - Singapore Press Holdings
Transcript of AYO9VPTD5YJ - Singapore Press Holdings
GENERAL ANNOUNCEMENT::ANNOUNCEMENT
Issuer & Securities
Issuer/ Manager
SINGAPORE PRESS HOLDINGS LIMITED
Securities
SINGAPORE PRESS HLDGS LTD - SG1P66918738 - T39
Stapled Security
No
Announcement Details
Announcement Title
General Announcement
Date &Time of Broadcast
06-May-2021 10:26:00
Status
New
Announcement Sub Title
ANNOUNCEMENT
Announcement Reference
SG210506OTHRTW6T
Submitted By (Co./ Ind. Name)
Khor Siew Kim
Designation
Company Secretary
Description (Please provide a detailed description of the event in the box below)
The Announcement, Media Release and Analysts' Briefing are attached.
Attachments
Total size =3357K MB
Announcement.pdf
Media Release.pdf
Analyst Briefing.pdf
Page 1 of 1General Announcement::ANNOUNCEMENT
06/05/2021https://links.sgx.com/1.0.0/corporate-announcements/AYO9VPTD5YJANBTE/2d18a...
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SINGAPORE PRESS HOLDINGS LIMITED
(Registration No. 198402866E)
Incorporated in the Republic of Singapore
RESTRUCTURING OF THE MEDIA BUSINESS
1. Introduction
Singapore Press Holdings Limited (“SPH” or the “Company”, and together with its subsidiaries, the
“Group”) wishes to announce that SPH and SPH Media Holdings Pte Ltd (the “Media HoldCo”), a
wholly-owned subsidiary of SPH, have today entered into a business restructuring deed (the “BRD”)
to provide for the transfer of the media business of SPH (the “Media Business”) to the Media
HoldCo, and for SPH to make certain contributions to assist with the operation and maintenance of
the restructured Media Business (the “Proposed Restructuring”). It is intended for the Media
HoldCo to be transferred for nominal consideration (the “Transfer”) to a not for profit company
limited by guarantee (the “CLG”) on or prior to closing of the Proposed Restructuring (“Closing”).
2. Incorporation of the Media HoldCo, the Media OpCo and the PropCos
(a) In connection with the Proposed Restructuring, SPH had incorporated the Media HoldCo
with an issued and paid up share capital of S$1. The Media HoldCo was incorporated as
a wholly-owned subsidiary of SPH.
(b) The principal activity of the Media HoldCo is to acquire and hold the Media Business.
(c) Additionally:
(i) prior to the Transfer, the Media HoldCo will incorporate two wholly-owned
subsidiaries (collectively, the “PropCos”); and
(ii) prior to Closing, SPH will incorporate a wholly-owned subsidiary (the “Media
OpCo”).
3. Proposed Restructuring
3.1 Principal Terms
Under the BRD, the Media Business shall be restructured as follows:
(a) SPH agrees to transfer, and the Media HoldCo agrees to procure the Media OpCo to
accept the transfer of, the Media Business in accordance with the terms of the BRD;
(b) SPH agrees to transfer, or procure the transfer of (as may be applicable), and the Media
HoldCo agrees to accept the transfer of, the Target Shares (as defined below);
(c) subject to the approval of JTC Corporation, SPH agrees to procure Singapore News and
Publications Limited and Singapore Newspaper Services Private Limited (being the
respective lessees under the respective leases (the “Key Leases”) of the properties
located at 1000 Toa Payoh North, Singapore 318994 (the “News Centre”) and 2 Jurong
Port Road, Singapore 619088 (the “Print Centre”, and together with the News Centre, the
“Key Properties”)) to assign, and the Media HoldCo agrees to procure the PropCos to
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accept the assignment of, the Key Leases1, subject to the terms and conditions of the
respective Key Leases; and
(d) SPH agrees to transfer, and the Media HoldCo agrees to accept the transfer of 23,446,659
units in SPH REIT (the “Relevant SPH REIT Units”) and 6,868,132 ordinary shares in SPH
(the “Relevant SPH Shares”). The Relevant SPH Shares are currently held as treasury
shares and will be transferred to the Media HoldCo for a nominal consideration. Further,
SPH shall ensure that the bank accounts of the Media HoldCo and/or the Wholly-owned
Target Companies (as defined below) have an aggregate minimum amount of S$80 million
in cash, as adjusted in accordance with the terms of the BRD and excluding any
government grants, (the “Minimum Cash Balance”) as at Closing.
3.2 The Media Business
The “Media Business” refers to the businesses of (a) publishing, printing and distributing
newspapers; (b) publishing and distributing magazines; (c) providing multimedia content and
services; (d) providing advertising services, including outdoor advertising services; (e) providing
radio broadcasting services; (f) providing online classifieds services; and (g) publishing and
distributing books carried on by SPH and its subsidiaries as at the date of the BRD, but excluding
certain agreed businesses.
The “Target Shares” means the issued share capital of the following companies (the “Target
Companies”) which are held directly or indirectly by SPH:
(a) the Media OpCo;
(b) New Beginnings Management Consulting (Shanghai) Company Limited;
(c) Singapore Press Holdings (Overseas) Limited;
(d) Straits Digital Innovation Co, Ltd;
(e) SPH (Americas) Pte Ltd;
(f) Focus Publishing Ltd;
(g) Red Anthill Ventures Pte Ltd.; and
(h) the Associated Companies.
The “Associated Companies” are the Target Companies in which SPH does not hold, directly or
indirectly, more than 50 per cent. of the shares, being:
(a) Target Media Culcreative Pte. Ltd.;
(b) Singapore Media Exchange Pte. Ltd.;
(c) AsiaOne Online Pte. Ltd.; and
(d) DC Frontiers Pte. Ltd.
1 Including the buildings situated within the Key Leases.
3
The “Wholly-owned Target Companies” refer to the Target Companies, but excluding the
Associated Companies.
3.3 SPH Contribution
To assist with the operation and maintenance of the restructured Media Business following Closing,
SPH shall contribute (i) the Target Shares, the Relevant SPH REIT Units and the Relevant SPH
Shares to the Media HoldCo, (ii) the Key Leases to the PropCos, and (iii) the Minimum Cash
Balance to the Media HoldCo and/or the Wholly-owned Target Companies, for nil or nominal
consideration (the “SPH Contribution”).
The value of the SPH Contribution is S$351.3 million (the “SPH Contribution Value”), based on
the following:
(a) the net asset value of the Target Shares of S$88.8 million, as at 28 February 2021, based
on the 1H 2021 Results (as defined below), and taking into account assumption of certain
liabilities, costs and expenses potentially arising in relation to the Proposed Restructuring;
(b) the market value of the Key Leases of S$147.0 million, as at 31 August 2020, based on
the valuation reports undertaken for the purposes of the audited accounts of Singapore
News and Publications Limited and Singapore Newspaper Services Private Limited for
FY2020 (as defined below)2;
(c) the net asset value of the Relevant SPH REIT Units of S$21.4 million, as at 28 February
2021, based on the 1H 2021 Results;
(d) the net asset value of the Relevant SPH Shares of S$14.1 million, as at 28 February 2021,
based on the 1H 2021 Results; and
(e) the Minimum Cash Balance of S$80 million (as adjusted in accordance with the terms of
the BRD).
The SPH Contribution Value, assuming the Key Leases were to be valued at net asset value as at
28 February 2021, is S$252.3 million.
The SPH Contribution was arrived at after considering various factors including the potential
funding requirements of the Media Business for a few years.
3.4 Conditions
Closing is conditional upon the satisfaction of the following conditions precedent: the obtaining of
certain third party consents (the “Third Party Consents CP”), the completion of a pre-Closing
restructuring of the Media Business, the passing at a general meeting of SPH of an ordinary
resolution to approve the Proposed Restructuring in accordance with the terms of the BRD, and
there being no Material Adverse Change (as defined below) since the date of the BRD (the “MAC
CP”). The Media HoldCo may waive the MAC CP but not any other condition precedent.
In order to satisfy the Third Party Consents CP, the following consents will need to be obtained:
2 The Company will undertake an updated valuation of the Key Leases for inclusion in the Circular (as defined below). The net asset value of the Key Leases as at 28 February 2021 is S$48.0 million.
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(a) the approval of JTC Corporation for the assignment of the Key Leases to the PropCos; and
(b) the approval of the Minister for Communications and Information and/or the Info-
communications Media Development Authority for the termination of the newspaper
permits, printing press licence and radio broadcasting licences held by SPH and SPH
Radio Private Limited, and for new newspaper permits, printing press licences and radio
broadcasting licences to be granted to the Media OpCo, and such other matters as may
be agreed between SPH and the Media HoldCo.
For the purposes of the MAC CP, “Material Adverse Change” means any change, event,
circumstance or effect that results in:
(a) a decrease in the aggregate net asset value (as at the date of Closing) of the Target
Companies of more than 25 per cent. from the aggregate net asset value as stated in the
proforma accounts as at 28 February 2021 (excluding the Minimum Cash Balance, any
government grants and the value of the Relevant SPH REIT Units and the Relevant SPH
Shares), but any such decrease shall disregard and exclude any depreciation of the Key
Properties; and
(b) a decrease in the aggregate revenue (as at the date of Closing and on a last twelve months
basis) of the Target Companies of more than 25 per cent. from the aggregate annual
revenue for the financial year ended 31 August 2020, as stated in the proforma accounts,
but such aggregate revenue shall disregard and exclude any revenue contribution from the
Associated Companies,
provided that any such decrease resulting from or attributable to general economic conditions,
conditions affecting the industry and market relating to the media industry generally or the passing
of, or any change in any law, rule, regulation or administrative practice of any government,
governmental department, agency or regulatory body shall not be capable of resulting in a Material
Adverse Change.
4. Rationale for the Proposed Restructuring
SPH believes that the Proposed Restructuring will be beneficial to the Group for the reasons set
out below:
(a) SPH’s operating revenue has halved in the past five years due largely to a decline in print
advertising and print subscription revenue. For the six months ended 28 February 2021,
the Media Business incurred a pre-tax loss of S$9.7 million, excluding the grant from the
Jobs Support Scheme. With the decline in advertising revenue expected to continue at a
similar pace to the last five years, the Media Business will continue to face severe financial
challenges.
(b) In a highly competitive media landscape, further investment will be needed to strengthen
the Media Business’ digital content creation and product development capabilities.
Investments take time to show results and the Media Business is likely to remain loss-
making in the immediate future.
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(c) SPH has undertaken strict cost management measures in recent years to mitigate the
effect of the declining advertising revenue. However, further cost cuts to reduce losses may
impair the Media Business’ ability to maintain quality journalism.
(d) A not-for-profit structure will allow the Media Business to seek funding from a range of
public and private sources with a shared interest in supporting quality journalism and
credible information. Under the Proposed Restructuring, the Media Business will gain the
resources to focus on transformation efforts and quality journalism, as well as to invest in
talent and new technology to strengthen its digital capabilities. This will ensure that the
public will continue to benefit from quality information and credible news from trusted media
titles and newsrooms, across different platforms and in vernacular languages.
(e) Following Closing, SPH will gain greater financial flexibility to tailor its capital and
shareholding structure to seize strategic growth opportunities across the other businesses
in order to maximise returns for shareholders.
5. Value of the SPH Contribution
(a) Based on the unaudited financial statements of the Group for the first half ended 28
February 2021 (the “1H 2021 Results”):
(i) the book value and the net tangible asset (“NTA”) value of the Target Shares as
at 28 February 2021 are S$88.8 million and S$88.4 million respectively, taking into
account assumption of certain liabilities, costs and expenses potentially arising in
relation to the Proposed Restructuring;
(ii) the book value and the NTA value of the Key Leases as at 28 February 2021 is
S$48.0 million;
(iii) the book value and the NTA value of the Relevant SPH REIT Units as at 28
February 2021 is S$21.4 million; and
(iv) the book value and the NTA value of the Relevant SPH Shares as at 28 February
2021 is S$14.1 million.
(b) Based on the volume-weighted average price for trades done on the SGX-ST on 5 May
2021, being the full market day immediately prior to the date of this announcement (the
“VWAP”):
(i) the latest available open market value of the Relevant SPH REIT Units is S$20.4
million; and
(ii) the latest available open market value of the Relevant SPH Shares is S$12.3
million.
(c) The Minimum Cash Balance is an aggregate minimum amount of S$80 million (as adjusted
in accordance with the terms of the BRD) in cash in the bank accounts of Media HoldCo
and/or the Wholly-owned Target Companies, as may be agreed by the Parties in writing
as at Closing. The Minimum Cash Balance will be funded by SPH from both internal and/or
external sources of funds.
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(d) Based on the 1H 2021 Results, the net profit attributable to the Media Business is S$3.1
million3.
(e) Based on the terms of the Proposed Restructuring and the 1H 2021 Results, the Group’s
loss after taxation attributable to shareholders after taking into consideration the SPH
Contribution and assumption of other liabilities in accordance with the terms of the BRD is
S$122.0 million.
6. Financial Effects of the Proposed Restructuring
6.1 General
(a) For illustrative purposes only, the financial effects of the Proposed Restructuring on the
Company as set out below are prepared based on the Group’s audited consolidated
financial statements for the financial year ended 31 August 2020 (“FY2020”) (being the
latest announced consolidated full-year financial statements of the Group) and subject to
the following key assumptions:
(i) the effect of the Proposed Restructuring on the Company’s NTA per share in the
capital of the Company (“Share”) is based on the assumption that the Proposed
Restructuring had been effected at the end of FY2020;
(ii) the effect of the Proposed Restructuring on the Company’s earnings per Share
(“EPS”) for FY2020 is based on the assumption that the Proposed Restructuring
had been effected at the beginning of FY2020;
(iii) the Media HoldCo is transferred to the CLG; and
(iv) the effect of the assumption of certain liabilities, costs and expenses potentially
arising from the Proposed Restructuring (i.e. the “Restructuring Adjustments”).
(b) The financial effects as set out below are theoretical in nature and are therefore not
necessarily indicative of the future financial position and earnings of the Company or the
Group.
6.2 Net Tangible Asset
Before the Proposed
Restructuring
After the Proposed
Restructuring
NTA (S$’000) 3,181,766 2,934,483
Number of Shares
(excluding treasury
shares) (‘000)
1,606,936 1,613,804
NTA per Share (S$) 1.98 1.82
3 Excluding the Jobs Support Scheme grant income, the net loss attributable to the Media Business would be S$9.7 million.
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6.3 Earnings per Share
Before the Proposed
Restructuring
After the Proposed
Restructuring
Profit after taxation
attributable to
shareholders
(S$’000), before
taking into account
the Restructuring
Adjustments
(83,676)(1) (72,312)
Profit after taxation
attributable to
shareholders
(S$’000), after taking
into account the
Restructuring
Adjustments
(83,676)(1) (298,605)
Distribution for
perpetual securities
(24,502) (24,502)
Weighted average
number of Shares
(excluding treasury
shares) (‘000)
1,609,414 1,616,282
EPS (S$), before
taking into account
the Restructuring
Adjustments
(0.07)(2) (0.06)
EPS (S$), after taking
into account the
Restructuring
Adjustments
(0.07)(2) (0.20)
Notes:
(1) Excluding the Jobs Support Scheme grant income attributable to the Media Business amounting to
S$28.1 million in FY2020, profit after taxation attributable to shareholders before the Proposed
Restructuring would have been a loss of S$111.8 million.
(2) Excluding the Jobs Support Scheme grant income attributable to the Media Business amounting to
S$28.1 million in FY2020, EPS before the Proposed Restructuring would have been a loss of S$0.08.
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7. Relative Figures
Based on the 1H 2021 Results, the relative figures in relation to the Proposed Restructuring
computed on the bases as set out in Rule 1006 of the Listing Manual of the Singapore Exchange
Securities Trading Limited (the “Listing Manual”) are as follows:
Rule
1006 Bases
Relative Figures
(%)
(a) Net asset value of the assets to be disposed of, compared with
net asset value of the Group(1) 6.6
(b) Net profits attributable to the assets disposed of, compared with
net profits of the Group(2) 2.3
(c)
Aggregate value of the consideration given or received(3),
compared with the Company’s market capitalisation based on
the total number of Shares excluding treasury shares and
management shares(4)
12.3
(d)
Number of equity securities issued by the Company as
consideration for an acquisition, compared with the number of
equity securities previously in issue(5)
0.4
(e)
Aggregate value or amount of proved or probable reserves to
be disposed of, compared with the aggregate of the Group’s
proved and probable reserves(6)
Not applicable
Notes:
(1) The net asset value of the assets to be disposed of is calculated based on the sum of the net asset
values of the Target Shares, the Key Leases, the Relevant SPH REIT Units, and the Minimum Cash
Balance.
(2) The net profits attributable to the assets disposed of is calculated based on the net profit attributable
to the Media Business.
(3) The aggregate value of the consideration given is the SPH Contribution Value, assuming market
value of the Key Leases as at 31 August 2020.
(4) The market capitalisation of the Company of approximately S$2,850.4 million was determined by
multiplying 1,591,512,137 Shares (excluding treasury shares and management shares) of the
Company by the volume-weighted average market price of approximately S$1.791 per Share as at
the market day immediately preceding the date of this announcement.
(5) Notwithstanding that the Proposed Restructuring does not involve an acquisition, in the interests of
full disclosure, the relative figure under Rule 1006(d) of the Listing Manual has been calculated based
on the number of Relevant SPH Shares.
(6) Rule 1006(e) of the Listing Manual is not applicable as the Company is not a mineral, oil or gas
company.
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Notwithstanding that none of the relative figures above exceed 20 per cent., as the Proposed
Restructuring would result in a change in the principal business of the Company it is subject to the
approval of the shareholders of the Company at an extraordinary general meeting (“EGM”) to be
convened. A circular (the “Circular”) setting out the relevant information on the Proposed
Restructuring, together with a notice of the EGM to be convened, will be despatched to the
shareholders in due course.
8. Financial Advisor to SPH
SPH has appointed Credit Suisse (Singapore) Limited as its Financial Advisor in relation to the
Proposed Restructuring, and in relation to its strategic review to consider options for its various
businesses4.
9. Financial Advice to the Board of Directors on the Proposed Restructuring
SPH has appointed Evercore Asia (Singapore) Pte Ltd (“Evercore”) to advise the board of directors
of the Company as to whether the Proposed Restructuring is, from a financial point of view, in the
overall interest of the Company and its shareholders.
Full details of the Proposed Restructuring, including the recommendation of the directors of SPH
along with the advice of Evercore, will be included in the Circular.
10. Newspaper and Printing Presses Act
It is envisaged that following Closing, the provisions of the Newspaper and Printing Presses Act,
Chapter 206 of Singapore (“NPPA”) would no longer apply to SPH. Prior to Closing, shareholders
should note that under the NPPA no person shall, without the approval of the Minister:
(a) become a substantial shareholder of SPH; or
(b) enter into any agreement or arrangement (whether oral or in writing, express or implied) to
act together with any other person with respect to the acquisition, holding or the exercise
of rights in relation to, in aggregate more than 5 per cent. of the Shares.
In the event that shareholders wish to deal in the Shares, they should seek their own professional
advice and consult with their own stockbrokers.
11. Interests of Directors and Controlling Shareholders
None of the directors of SPH has any interest, direct or indirect, in the Proposed Restructuring,
other than through their shareholding in SPH (if any). SPH has no controlling shareholders.
12. Directors’ Service Contracts
No person is proposed to be appointed as a director of the Company in connection with the
Proposed Restructuring. Accordingly, no service contract is proposed to be entered into between
the Company and any such person.
4 As announced by SPH on 30 March 2021.
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Issued by Singapore Press Holdings Limited
6 May 2021
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Media Release
SPH to restructure media business into not-for-profit entity
Listed company model no longer financially sustainable for SPH Media
Access to additional sources of funding as a not-for-profit will support SPH Media in providing quality journalism
Lifting of regulatory restrictions on SPH will unlock value for shareholders
Singapore, 6 May 2021 --- As part of the Strategic Review announced on 30 March
2021, Singapore Press Holdings Limited (“SPH”) said today that it will be transferring its
media business to a not-for-profit entity amidst the ongoing challenge of falling
advertising revenue.
The exercise involves transferring the entire media-related businesses of SPH including
relevant subsidiaries, relevant employees, News Centre and Print Centre along with
their respective leaseholds, as well as all related intellectual property and information
technology assets to a newly incorporated wholly-owned subsidiary, SPH Media
Holdings Pte Ltd (“SPH Media”).
SPH will provide the initial resources and funding by capitalising SPH Media with a cash
injection of $80 million, $30 million worth of SPH shares and SPH REIT units1, as well
as SPH’s stakes in four of its digital media investments.
Under the restructuring proposal, SPH Media will eventually be transferred to a not-for-
profit entity for a nominal sum. The not-for-profit entity will be a newly formed public
company limited by guarantee (“CLG”). More information about the CLG will be
announced in due course.
After the transfer of SPH Media to the CLG, SPH will no longer be subject to
shareholder and other relevant restrictions under the Newspaper and Printing Presses
Act (“NPPA”).
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Rationale
The media industry has faced unprecedented disruption in recent years. SPH’s
operating revenue has halved in the past five years due largely to a decline in print
advertising and print subscription revenue.
SPH’s media business has since fallen into the red. It recorded its first-ever loss of
$11.4 million for the financial year ended 31 August 2020. If not for the Jobs Support
Scheme (JSS), the loss would have been a deeper $39.5 million. For the six months
ended 28 February 2021, pre-tax profit before tax fell 71% to $3.1 million compared to
the same period last year. Again, if not for the JSS grant, the media business would
have incurred a pre-tax loss of $9.7 million.
Even with the resumption of business activities post-lockdown, the decline in advertising
revenue is expected to continue at a similar pace to the last five years.
Over the past 5 years, SPH increased its spending in technology, product development
and data analytics talent by 48%, to more than $20 million a year and invested $35
million in digital content and audience development talent in the newsrooms. Beyond
manpower, SPH also increased spending on new consumer-facing digital platforms and
products, averaging more than $20 million a year over the past 5 years.
Due to this digital transformation effort, SPH’s average monthly unique audience across
all SPH titles over the past two years has nearly doubled to a record 28 million. Digital
circulation has surpassed print circulation.
However, digital subscription and digital advertising have been unable to offset the
decline in print advertising and print circulation revenues. As a result, the losses of the
media business are likely to continue and widen. In a highly competitive media
landscape, further investment will be needed to strengthen digital content creation and
product development capabilities. These investments will take more time to show
results.
SPH has undertaken strict cost management measures in recent years to mitigate the
effect of the declining advertising revenue. However, there is little scope for further cost
cuts without impairing its ability to maintain quality journalism.
SPH’s media business plays a critical function in Singapore with the provision of quality
news and information to the public, in particular in the vernacular languages. Given this
public role, winding up the media business or selling it off are not feasible options.
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However, remaining part of a publicly listed company where it is subject to expectations
from shareholders of profitability and regular dividends is no longer a sustainable
business model. Hence, a not-for-profit structure that allows SPH Media to seek funding
from a range of public and private sources with a shared interest in supporting quality
journalism and credible information is the optimal solution.
Not-for-profit model
SPH approached the Ministry of Communications and Information (“MCI”) with a
restructuring proposal to put the media business on a long-term sustainable financial
footing.
While such a model may be unfamiliar in Singapore, many news organisations overseas
are operating under these funding structures. These include the Guardian in the United
Kingdom that has been controlled by the Scott Trust since 1936 and the Tampa Bay
Times in the United States that is owned by the non-profit Poynter Institute.
Taking the interests of staff, shareholders, business partners together with the
Singapore community as a whole, structuring SPH’s media business as a not-for-profit
entity is the best and most appropriate option for these stakeholders.
Looking ahead
Dr Lee Boon Yang, Chairman of SPH said, “With the resources that SPH is providing
upfront and the prospects for public-private partnership funding going forward, we
anticipate that SPH Media will have a more sustainable financial future. It will have the
resources to focus on transformation efforts and quality journalism, as well as to invest
in talent and new technology to strengthen its digital capabilities. This will ensure that
the public will continue to benefit from quality information and credible news from
trusted media titles and newsrooms, across different platforms and in vernacular
languages.”
With the removal of the NPPA restrictions after the restructuring of the media business,
Dr Lee concluded, “The exercise will give SPH greater financial flexibility to tailor its
capital and shareholding structure to seize strategic growth opportunities across the
other businesses in order to maximise returns for shareholders.”
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Conditions to the Proposed Restructuring
The transfer of the media assets to the CLG is subject to SPH’s shareholders’ approval
at an extraordinary general meeting to be convened at a later date (“the EGM
Approval”).
MCI which regulates SPH under the NPPA, has indicated its support for this
restructuring. MCI has also given its in-principle approval for the shareholding and other
relevant restrictions under the NPPA provisions to be lifted from SPH upon the closing
of the proposed restructuring.
Shareholders should note that under the Newspaper and Printing Presses Act, Chapter
206 of Singapore no person shall, without the approval of the Minister:
(i) become a substantial shareholder of SPH; or
(ii) enter into any agreement or arrangement (whether oral or in writing, express or
implied) to act together with any other person with respect to the acquisition, holding or
the exercise of rights in relation to, in aggregate more than 5% of the Shares.
In the event that shareholders wish to deal in the Shares, they should seek their own
professional advice and consult with their own stockbrokers.
Financial Effects of the Proposed Restructuring
FY2020
Before Proposed
Restructuring
After Proposed
Restructuring
Net tangible assets per share $1.98 $1.82
Earnings per share after
restructuring adjustments
($0.07)
($0.20)
Credit Suisse (Singapore) Limited and Allen & Gledhill LLP have been appointed as
financial advisors and legal advisors to SPH.
--- Ends ---
1 Based on 5-day volume weighted average price (VWAP) prior to the Strategic Review announcement
on 30 March, 2021
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Issued by Singapore Press Holdings Ltd
Co. Regn. No. 198402868E
For more information, please contact:
Ms Lee Su Shyan Mr Tok Chong Yap
Head Tulchan Communications LLP
Corporate Communications & CSR Tel: 6222 3765
Singapore Press Holdings Mobile: 9787 5111
DID: 6319 1216 Email: [email protected]
Mobile: 9767 6201
Email: [email protected]
About Singapore Press Holdings Ltd
Incorporated in 1984, main board-listed Singapore Press Holdings Ltd (SPH) is Asia's leading
media organisation, engaging minds and enriching lives across multiple languages and
platforms. SPH's core business is in the publishing of newspapers, magazines and books in
both print and digital editions. It also owns other digital products, online classifieds, radio
stations and outdoor media.
On the property front, SPH owns 66% in SPH REIT whose portfolio comprises three properties
in Singapore, namely Paragon, The Clementi Mall and The Rail Mall. In Australia, SPH REIT
holds an 85% stake in Figtree Grove Shopping Centre and a 50% stake in Westfield Marion
Shopping Centre. SPH also owns and operates The Seletar Mall and is developing an
integrated development consisting of The Woodleigh Residences and The Woodleigh Mall. It is
also an owner, manager and developer of a portfolio of Purpose-Built Student Accommodation
(PBSA) in the United Kingdom and Germany. It currently operates two distinctive brands,
Student Castle and Capitol Students.
SPH is in the aged care sector in Singapore and Japan, and owns Orange Valley, one of
Singapore's largest private nursing homes. It also invested in the education and events
business.
For more information, please visit www.sph.com.sg.
Facebook: facebook.com/officialsph/
Instagram: @singaporepressholdings
LinkedIn: linkedin.com/company/singapore-press-holdings/
YouTube: Singapore Press Holdings
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