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SCV-Starhub Merger

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:

  1. The sale of SCV to StarHub is assumed to have taken place on 31 August 2001.
  2. 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