Singapore Press Holdings Limited
ANNOUNCEMENT IN RELATION TO THE PROPOSED SALE BY SINGAPORE PRESS
HOLDINGS LIMITED OF APPROXIMATELY 26.67% OF THE ISSUED SHARE CAPITAL
IN SINGAPORE CABLE VISION LIMITED IN CONSIDERATION FOR APPROXIMATELY
9.08% OF THE ENLARGED ISSUED SHARE CAPITAL OF STARHUB PTE LTD
The Directors of Singapore Press Holdings Limited (" SPH"
or the " Company" ) wish to announce that it has entered
into a merger agreement (the " Merger Agreement" ) dated
15 May 2002 with STT Communications Ltd (" STT Comms"
), NTT Communications Corporation (" NTTCom" ), NTT Investment
Singapore Pte Ltd (" NTT IS" ), MediaCorporation of Singapore
Pte Ltd (" MCS" ), British Telecommunications PLC ("
BT" ), BT (Netherlands) Holdings B.V. (" BTNH" ),
StarHub Pte Ltd (" StarHub" ) and Singapore Cable Vision
Ltd (" SCV" ) relating to the merger (the " Merger"
) between StarHub and SCV.
Pursuant to the Merger Agreement, SPH will sell to StarHub its
holding of 74,666,667 ordinary shares of S$1.00 each in the capital
of SCV (representing approximately 26.67% of the issued share capital
of SCV). In consideration thereof, StarHub will allot and issue
to SPH, 757,807,141 ordinary shares of S$0.10 each (" StarHub
Shares" ), credited as fully paid-up. Such number of StarHub
Shares will represent, excluding any new StarHub Shares to be allotted
and issued, pursuant to the valid exercise of options granted under
the StarHub Employee Share Option after the date hereof, approximately
9.08% of the enlarged issued capital of StarHub post-Merger) (the
" Transaction" ).
SPH has also entered into a shareholders' agreement dated 15 May
2002 with STT Comms, NTTCom, NTT IS, MCS, BT, BTNH and StarHub in
respect of the Merger.
Conditions Precedent
The Transaction is subject to the approval of the InfoComm Development
Authority of Singapore and the Singapore Broadcasting Authority.
All conditions precedent must be fulfilled on or before the first
business day falling three months after the date of the Merger Agreement
(or such other date as the parties to the Merger Agreement may agree
in writing), failing which the Merger Agreement shall automatically
and immediately terminate.
Information on SCV and StarHub
Singapore Cable Vision Ltd
SCV was incorporated in July 1991 as the first subscription television
company in
Singapore and is primarily engaged in the provision of cable television
and cable
modem services in Singapore. SCV completed the construction of its
S$600 million
broadband network in Singapore in September 1999 and was designated
as a public
telecommunications licensee in April 2000. Currently, SCV offers
two services through
its broadband network: SCV MaxTV, the multi-channel cable television
service and SCV MaxOnline, the broadband Internet access service
via the cable modem.
StarHub Pte Ltd
StarHub was incorporated in May 1998 in Singapore and provides
a range of
telecommunication services, including mobile, fixed-line and Internet
services to
corporate and residential markets. StarHub has built a new generation,
integrated
broadband information-communications network that is principally
fibre-based and
which has the capability to provide true fixed and mobile converged
services on an
integrated platform, offering customers access to the latest communication
solutions.
Rationale for the Transaction
The Directors considered the relative benefits, risks and potential
value of the
Company's existing investment in SCV as compared to that of the
potential investment by the Company in StarHub post-Merger. The
Directors believe that the potential benefits of the Transaction
present an opportunity to participate in and to obtain the benefits
expected to be derived from the Merger.
The Directors of SPH also believe that the Merger presents a broader
opportunity to
integrate and rationalise both SCV's and StarHub's products and
services and to crosssell existing products and services to the
larger combined customer base.
Shareholders' Approval
Goldman Sachs is the Company's financial advisor in respect of
the Transaction.
Based on the advice of Goldman Sachs, the Transaction is not considered
a " major
transaction" under Chapter 10 of the Singapore Exchange Securities
Trading Limited
Listing Manual. Accordingly, the Company shall not be seeking the
approval of its
shareholders for the Transaction.
Financial Effects of the Transaction
The following sets out the impact of the Transaction on the (1)
net tangible assets per share, (2) earnings per share, and (3) consolidated
earnings after tax, minority interests and including exceptional
items of the Company as well as the Company and its subsidiaries
(the " Group" ) for the year ended 31 August 2001 which
period coincides with the audited financial statements of the Company.
| |
Per Audited Accounts |
Proforma after the Merger |
Per Audited Accounts |
Proforma after the Merger
|
| |
S$'000 |
S$'000 |
S$'000 |
S$'000 |
Profit attributable to
shareholders |
340,801 |
374,287 |
299,074 |
184,964 |
| Issued and paid-up share capital |
369,644 |
369,644 |
369,644 |
369,644 |
| Weighted average number of |
370,380 |
370,380 |
370,380 |
|
| Issued and paid-up shares |
|
|
|
370,380 |
| |
| Earnings per share |
S$0.92 |
S$1.01 |
S$0.81 |
S$0.50 |
| Shareholders' funds |
2,150,390 |
2,183,876 |
1,931,286 |
1,817,176 |
| Return on shareholders' funds (%) |
15.85 |
17.14 |
15.49 |
10.18 |
| Net tangible assets per share |
S$5.82 |
S$5.91 |
S$5.22 |
S$4.92 |
Assumptions:
- The sale of SCV to StarHub is assumed to have taken place on
31 August 2001.
- The Group's profit and the Company's loss arising on the sale
of the Company's shareholding in SCV are calculated based on SPH's
share of the adjusted net assets of the merged entity at the merger
date compared to the book values of the investment in SCV for
the Group and the Company respectively at that date.
Directors' and Substantial Shareholders' Interest
None of the Directors of the Company has any interest, direct or
indirect, in the
Transaction, except that Mr Lim Chin Beng, a Director of the Company
is also a director of StarHub.
As at the date of this Announcement, the Company has no substantial
shareholders.
Submitted by Ginney Lim May Ling
Group Company Secretary
15 May 2002
|