Media
Releases

Media Releases

2019 | 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | 2008 | 2007 | 2006 | 2005 | 2004 | 2003 | 2002 | 2001 | 2000
Back

Proposed sub-division and capital reduction

21 May 2004

1. CONFIRMATION OF THE EXERCISES

1.1 Confirmation. The Board of Directors of Singapore Press Holdings Limited ("SPH" or the "Company") is pleased to announce that the Exercises were confirmed by the High Court of Singapore on 19 May 2004. The Capital Reduction will become effective when a copy of the Order of Court confirming the Exercises has been lodged with the Registrar of Companies and Businesses of Singapore for registration. The Company intends to lodge the said Order of Court on 10 June 2004.

1.2 Definitions. Unless otherwise defined, terms used in this Announcement shall have the same meanings as defined in the circular (the "Circular") dated 14 April 2004, which was despatched to Shareholders.

2. NOTICE OF BOOKS CLOSURE

Notice is hereby given that the Transfer Books and Register of Members of the Company will be closed from 5.00 p.m. on 10 June 2004 (the "Books Closure Date") up to and including 11 June 2004 for the purpose of determining (a) the entitlements of Shareholders under the Sub-Division and (b) the entitlements of Shareholders to the Cash Distribution and the number of Sub-Divided Shares to be cancelled pursuant to the Capital Reduction.

3. ADMINISTRATIVE PROCEDURES FOR THE EXERCISES

3.1 Books Closure Date. Persons registered in the Register of Members of the Company and Depositors whose Securities Accounts are credited with Ordinary Shares as at the Books Closure Date will be entitled to receive a Cash Distribution of S$3.82 for each Sub-Divided Share cancelled based on the Shares held as at the Books Closure Date. The number of Sub-Divided Shares which will be cancelled pursuant to the Capital Reduction will be the number equal to 15% of the Sub-Divided Shares attributable to each Shareholder upon the Exercises taking effect. Any fraction of a Sub-Divided Share arising from such cancellation will be disregarded. All fractions of Sub-Divided Shares arising from the implementation of the Capital Reduction shall be aggregated and disposed of or dealt with by the Directors in such manner as they deem fit in the interests of the Company, and the net sale proceeds (if any) received by the Company from such disposal or dealing shall be donated to a charitable organisation selected by the Directors.

Persons registered in the Register of Members of the Company and Depositors whose Securities Accounts are credited with Shares as at the Books Closure Date will be considered for purposes of the Exercises on the basis of the number of such Shares registered in their names or standing to the credit of their Securities Accounts as at the Books Closure Date.

3.2 Shareholders holding Scrip Ordinary Shares. Shareholders who hold Ordinary Shares registered in their own names in the Register of Members of the Company and who wish to deposit their Ordinary Shares with CDP prior to the Books Closure Date must deliver their existing share certificates in respect of their Ordinary Shares, together with the duly executed instruments of transfer in favour of CDP, at least five (5) Market Days prior to the Books Closure Date in order for their Securities Accounts maintained with CDP to be credited with the relevant Ordinary Shares prior to the Books Closure Date. CDP will not accept the old share certificates in respect of Ordinary Shares for deposit after the fifth (5th) Market Day preceding the Books Closure Date for the purpose of the Exercises.

Accordingly, Shareholders who hold old share certificates and who wish to deposit their Ordinary Shares with CDP must deliver their old share certificates to CDP on or before 1 June 2004. CDP will not accept old share certificates in respect of Ordinary Shares for deposit after 1 June 2004.

3.3 Issue of New Share Certificates relating to the Exercises. The following sets out the administrative procedures which the Company proposes to adopt to facilitate the issue of new share certificates arising from the Sub-Division and the Capital Reduction:

      (a) The Company will cancel all old share certificates relating to the Shares in issue as at the Books Closure Date. The cancellation of the old share certificates will be made on the date on which the Exercises take effect (being 10 June 2004) and, upon such cancellation, the Company will issue to the Shareholders with Shares registered in their names in the Register of Members new share certificates in respect of the number of Sub-Divided Shares to be held by such Shareholders pursuant to the Exercises.

      (b) In respect of Shareholders who have deposited their old share certificates with CDP at least five (5) Market Days prior to the Books Closure Date, arrangements will be made with CDP for the new share certificates in respect of the Sub-Divided Shares attributable to such Shareholders pursuant to the Exercises to be issued to CDP.

      In respect of Shareholders with Ordinary Shares standing to the credit of their Securities Accounts as at the Books Closure Date, no further action needs to be taken as arrangements will be made by the Company with CDP for all the old share certificates issued in the name of CDP or its nominee as at the Books Closure Date to be cancelled and for the new share certificates in respect of the Sub-Divided Shares attributable to such Shareholders pursuant to the Exercises to be issued to CDP or its nominee and deposited with CDP.

      (c) Upon cancellation, the old share certificates shall be void and will cease to have any effect or be valid for any purpose.

      (d) To facilitate destruction of the old share certificates, Shareholders with Shares registered in their names in the Register of Members of the Company as at the Books Closure Date are encouraged to return to the share registration office of the Company, Barbinder & Co Pte Ltd at 8 Cross Street, #11-00 PWC Building, Singapore 048424 ("Share Registration Office") their old share certificates in respect of such Shares.

      However, whether or not the old share certificates in respect of such Shares are delivered to the Share Registration Office, the old share certificates shall be cancelled and new share certificates will be issued to such Shareholders in respect of the Sub-Divided Shares attributable to such Shareholders. The new share certificates will be sent to them at their own risk by ordinary post within ten (10) Market Days from the Books Closure Date.

      Where the Shares are registered jointly in the names of several persons, the new share certificates in respect of the Sub-Divided Shares shall be sent to the person whose name stands first in the Register of Members. Shareholders who wish to record any change in their registered address should notify the Share Registration Office of such change before the Books Closure Date.

3.4 Payment of the Cash Distribution. Payment of the Cash Distribution pursuant to the Capital Reduction will be made in the following manner:

    (a) Scripless Shareholders
    Depositors having Ordinary Shares standing to the credit of their Securities Accounts as at the Books Closure Date will have the cheques for payment of their respective entitlements to the Cash Distribution under the Capital Reduction despatched to them by CDP by ordinary post at their own risk within ten (10) Market Days from the Books Closure Date. Alternatively, Depositors will have payment for their respective entitlements to the Cash Distribution under the Capital Reduction made in such other mode as the Depositors may have agreed with CDP for payment of dividends or other distributions. On or after the date on which the Exercises take effect (being 10 June 2004), CDP will debit Ordinary Shares from the Securities Accounts of the Depositors based on the Ordinary Shares standing to the credit of the Securities Accounts of the Depositors as at the Books Closure Date. The number of Ordinary Shares which will be debited from the Securities Account of each Depositor will be the number equal to 15% of the Sub-Divided Shares attributable to that Depositor upon the Exercises taking effect, with any fraction of an Ordinary Share resulting from such cancellation to be disregarded and dealt with as described in paragraph 3.1 above.

    b) Shareholders holding Scrip Shares
    Shareholders whose Shares are registered in the Register of Members of the Company as at the Books Closure Date will have the cheques for payment of their entitlements to the Cash Distribution under the Capital Reduction despatched to them together with the new share certificates, by ordinary post at their own risk within ten (10) Market Days from the Books Closure Date.

4. TAXATION

4.1 Income Tax Act. Section 10I of the Income Tax Act, Chapter 134 of Singapore provides that where a resident company makes a payment to its shareholders upon a reduction of its share capital and such a capital reduction is made out of "contributed capital" of the company, the payment to the shareholders will be treated as a return of capital and not as a payment of dividend.

For Singapore income tax purposes, a return of capital would generally be treated as capital in nature and would not be taxable to the shareholders in Singapore, except in certain cases, such as shareholders who are traders in securities or who have classified their investments as trading stocks, marketable securities or short term investments.

4.2 Singapore Tax Implications. The Inland Revenue Authority of Singapore has confirmed the following in relation to the Cash Distribution to be made to Shareholders pursuant to the Capital Reduction:

  1. the amounts that are to be paid to Shareholders out of the share capital and the share premium account of the Company (being the sum of S$0.22 per Sub-Divided Share cancelled) will be regarded as a return of capital and will not be treated as a distribution of dividend to the Shareholders for purposes of Singapore income tax; and
  2. the amounts that are paid to Shareholders out of the retained profit account of the Company (being the sum of S$3.60 (net of 20% tax) per Sub-Divided Share cancelled) will be deemed as a distribution of dividend to Shareholders.

    Each Shareholder will receive a tax voucher from the Company or CDP, as the case may be, advising him on the proportion of the Cash Distribution received by him as a return of capital and the proportion which is deemed as a distribution of dividend plus the tax deducted at source. Shareholders are generally not subject to tax on the proportion representing a return of capital unless they are traders in securities, or who have classified their investments as trading stocks, marketable securities or short term securities. In respect of the amount deemed as a distribution of dividend, Shareholders may, subject to the circumstances of their respective tax affairs, be able to claim tax credit on the tax deducted at source when they file their respective tax returns in due course reporting the dividend received in the same manner as the usual types of dividends received.

    Shareholders should note that the foregoing statement is not to be regarded as advice on the tax position of any Shareholder or on any tax implications arising from the Exercises. Shareholders who are in doubt as to their respective tax positions or any such tax implications or who may be subject to tax in a jurisdiction outside Singapore should consult their own professional advisers.

5. TRADING, LISTING AND QUOTATION OF SUB-DIVIDED SHARES

5.1 Trading of Sub-Divided Shares. The last date and time of "cum" trading of the Ordinary Shares is 7 June 2004 (Monday) at 5.00 p.m. Shareholders should note that Ordinary Shares traded from 9.00 a.m. on 8 June 2004 (Tuesday) will not be subject to the Sub-Division and will not be entitled to the Cash Distribution pursuant to the Capital Reduction and will be traded on the basis of the Sub-Divided Shares attributable to such Shareholders. This means that, with effect from 9.00 a.m. on 8 June 2004 (Tuesday), Shareholders can only sell up to a maximum number of Sub-Divided Shares which is equivalent to 85% of the number of Sub-Divided Shares attributable to them upon the Exercises taking effect, based on the number of Ordinary Shares held by them as at the close of trading on 7 June 2004 (Monday). Purchasers of such Sub-Divided Shares from these Shareholders will not be entitled to the Cash Distribution pursuant to the Capital Reduction nor will such Sub-Divided Shares purchased be subject to the Exercises. Any sales of Sub-Divided Shares by Shareholders at or after 9.00 a.m. on 8 June 2004 (Tuesday) of an aggregate number which is in excess of 85% of their holdings of Sub-Divided Shares upon the Exercises taking effect, based on the number of Ordinary Shares held by them as at the close of trading on 7 June 2004 (Monday), will constitute short selling, for which the usual buying-in procedures will be applied by the SGX-ST.

5.2 Illustration. As an illustration, Shareholder X who held 1,000 Ordinary Shares as at the close of trading on 7 June 2004 (Monday) will only be allowed to sell up to a maximum of 4,250 Sub-Divided Shares at or after 9.00 a.m. on 8 June 2004 (Tuesday). Shareholder X will be entitled to receive the Cash Distribution of S$2,865, but the purchaser of Sub-Divided Shares from Shareholder X at or after 9.00 a.m. on 8 June 2004 (Tuesday) will not receive any Cash Distribution nor will such Sub-Divided Shares purchased be subject to the Exercises. If Shareholder X sells 5,000 Sub-Divided Shares at or after 9.00 a.m. on 8 June 2004 (Tuesday), he will be short of 750 Sub-Divided Shares in his Securities Account on the settlement date and he will be subject to the usual buying-in procedures applied by the SGX-ST.

5.3 Odd Lots. The SGX-ST has approved the listing and quotation for the Sub-Divided Shares in board lots of 25 Sub-Divided Shares for a period of four weeks starting from 9 a.m. on 8 June 2004 and ending on 7 July 2004 at 5.00 p.m. Thereafter, the Sub-Divided Shares will trade in a board lot of 1,000 Sub-Divided Shares only.

DBS Vickers Securities (Singapore) Pte Ltd, G.K. Goh Stockbrokers Pte Ltd, Kim Eng Securities Pte Ltd, OCBC Securities Private Limited, Phillip Securities Pte Ltd and UOB Kay Hian Private Ltd will reduce the minimum brokerage fee payable for trades in board lots of 25 Sub-Divided Shares to S$20 per contract, instead of S$30 per contract.

6. IMPORTANT EVENTS AND DATES

Events Date
Last day to deposit old share certificates with CDP Tuesday, 1 June 2004
Last day for the Ordinary Shares to trade "cum" entitlements to the Exercises
Monday, 7 June 2004, 5.00 p.m.
Last day for the Ordinary Shares to trade in board lots of 1,000
and 100 Ordinary Shares
Monday, 7 June 2004, 5.00 p.m.
First day for the Sub-Divided Shares to trade in board lots of 1,000
and 25 Sub-Divided Shares
Tuesday, 8 June 2004, 9.00 a.m.
Books Closure Date Thursday, 10 June 2004 at 5.00 p.m.
Expected Payment Date for the Cash Distribution pursuant to the Capital Reduction Thursday, 24 June 2004
Last day for the Sub-Divided Shares to trade in board lots of
25 Sub-Divided Shares
Wednesday, 7 July 2004 at 5.00 p.m.