Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

On Friday 9 September, <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> shareholders voted to approve the Media Business Spinoff and the Proposed Restructuring which will allow SPH to spin off the various media assets and some supporting assets it has heretofore controlled into a new non-profit Company Limited by Guarantee.The idea is that the "lifting" of the restrictions of the Newspaper Printing and Presses Act (“NPPA”) would then provide SPH "with greater financial flexibility to tailor its capital and shareholding structure to unlock and maximise value for all shareholders."As discussed first in <a href="https://www.smartkarma.com/insights/singapore-press-own-time-own-target-restructuring-lor-come-i-clap-for-you" target="_blank" data-smartkarma-citation="insights:51141" rel="noopener">Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You)</a>, the upside did not seem huge. A few months later SPH decided that the rest of the business would be taken over by <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> in return for a basket of cash, units of <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a> and units in <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a>. This was discussed in <a href="https://www.smartkarma.com/insights/alamak-sph-restructuring-restructured-as-keppel-bo-jios-sph-holders" target="_blank" data-smartkarma-citation="insights:55370" rel="noopener">Alamak! SPH Restructuring Restructured as Keppel Bo Jios SPH Holders</a>, and at that, the upside did not seem huge. The price jumped from a div-adjusted S$1.88/share before the Keppel news to S$1.92/unit to close some of the gap. The remaining spread is now quite small at a bit less than 10cts on a forward div-adjusted basis, or about 5%.<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/229/249/original/Screenshot+2021-09-11+at+2.04.22+PM.png?1631340279" class="editor-image img-responsive" data-smartkarma-image-id="229249"></figure></section>From the day before the Keppel announcement until now, the value of the non-cash portion of the Consideration (i.e. the 0.596 units of KREIT and the 0.782 units of SPH REIT) have fallen 2.55% in value while the value of an equal weighted Peer Basket of REITs has fallen 2.45%. That tells you that despite the first-day drop in the value of SPH REIT and Keppel REIT resulting from market participants' expectation that hedging pressure on those two REITs would cause them to underperform the market, the underperformance has been minimal. I expect the high cost of borrow and relative illiquidity of S-REITs has limited the appeal of the arb to arbitrageurs.Now we wait for the EGM to approve the distribution of SPH REIT units and the Scheme Meeting to dispose of the SPH business in return for KREIT units and cash. That should happen in the October/November timeframe.In the meantime, we check progress of the arb, and what the value of the Consideration is compared to a comparable Peer Basket.

On Friday 9 September, Singapore Press Holdings (SPH SP) shareholders voted to approve the Media Business Spinoff and the Proposed Restructuring which will allow SPH to spin off the various media assets and some supporting assets it has heretofore controlled into a new non-profit Company Limited by Guarantee.The idea is that the "lifting" of the restrictions of the Newspaper Printing and Presses Act (“NPPA”) would then provide SPH "with greater financial flexibility to tailor its capital and shareholding structure to unlock and maximise value for all shareholders."As discussed first in Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You), the upside did not seem huge. A few months later SPH decided that the rest of the business would be taken over by Keppel Corp (KEP SP) in return for a basket of cash, units of SPH REIT (SPHREIT SP) and units in Keppel REIT (KREIT SP). This was discussed in Alamak! SPH Restructuring Restructured as Keppel Bo Jios SPH Holders, and at that, the upside did not seem huge. The price jumped from a div-adjusted S$1.88/share before the Keppel news to S$1.92/unit to close some of the gap. The remaining spread is now quite small at a bit less than 10cts on a forward div-adjusted basis, or about 5%.From the day before the Keppel announcement until now, the value of the non-cash portion of the Consideration (i.e. the 0.596 units of KREIT and the 0.782 units of SPH REIT) have fallen 2.55% in value while the value of an equal weighted Peer Basket of REITs has fallen 2.45%. That tells you that despite the first-day drop in the value of SPH REIT and Keppel REIT resulting from market participants' expectation that hedging pressure on those two REITs would cause them to underperform the market, the underperformance has been minimal. I expect the high cost of borrow and relative illiquidity of S-REITs has limited the appeal of the arb to arbitrageurs.Now we wait for the EGM to approve the distribution of SPH REIT units and the Scheme Meeting to dispose of the SPH business in return for KREIT units and cash. That should happen in the October/November timeframe.In the meantime, we check progress of the arb, and what the value of the Consideration is compared to a comparable Peer Basket.

SPH Shareholders Approve Spinoff - There's Still a Spread To Earn

SGX Market Strategist, Equity & Fixed Income, Singapore Exchange Ltd (SGX)

Geoff Howie

SGX Market Strategist, Equity & Fixed Income

Asia’s leading multi-asset exchange

Singapore Exchange Ltd (SGX)

Singapore Exchange is Asia’s leading and trusted market infrastructure, facilitating the exchange of capital and ideas to create value for people, businesses and economies. As a multi-asset exchange operating equity, fixed income and derivatives markets to the highest regulatory standards, SGX is a vertically integrated business that provides listing, trading, clearing, settlement, depository and data services.

With about 40% of listed companies and over 80% of listed bonds originating outside of Singapore as well as established linkages across the region and in Europe, SGX is Asia’s most international and connected exchange. Offering a full suite of derivatives products across Asian equity indices, commodities and currencies, SGX is the world’s most liquid international market for the benchmark equity indices of China, India, Japan and ASEAN.

As Asia’s pioneering central counterparty, SGX is globally recognised for its risk management and clearing capabilities, and was one of the first globally to adopt the Principles for Financial Market Infrastructure.

Headquartered in AAA-rated Singapore, SGX has over 800 employees including offices in Beijing, Chicago, Hong Kong, London, New York, Mumbai, San Francisco, Shanghai and Tokyo.

Equity Bottom-Up

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On Sept 1, FTSE Russell announced that 11 SGX-listed Reits &amp; Property Trusts, with market capitalisation ranging from S$2.6 billion to S$1.1 billion, entered the FTSE EPRA Nareit Global Developed Index after its quarterly index review.

This followed from a change in index rules announced in June 2021, which lowered the inclusion market cap threshold for the Developed Asia series from 0.3 to 0.1 per cent.

A total of 24 Reits were added into the FTSE EPRA Nareit Global Developed Index following the review, including seven from Australia, two from Hong Kong, three from Japan, one from New Zealand and 11 from Singapore.

The FTSE EPRA Nareit Global Real Estate Index Series, designed to represent general trends in eligible real estate equities worldwide, is a widely followed global benchmark with an estimated US$340 billion of assets under management actively benchmarked or passively tracking the indices. 
As of June 2021, there were 23 SGX-listed real estate related equities in the index series, which included 19 S-Reits. 
The recent index review will bring the total number of SGX-listed Reits in the index series to 30, with a combined market capitalisation of S$108 billion.

After the announcement, the 11 new inclusions saw a boost in trading activities on Sept 2, with a 353 per cent increase in traded value compared to their 12-month total average daily traded value (ADTV).

The three S-REITs which saw the biggest increase in ADTV on 2 Sep were ARA LOGOS Logistics Trust (+541 per cent), Starhill Global REIT (+431 per cent) and SPH REIT (+426 per cent), while the three S-REITs which saw the largest price jumps on 2 Sep were ESR-REIT (+8.5 per cent), ARA LOGOS Logistics Trust (+6.1 per cent) and OUE Commercial REIT (+6.1 per cent).

ARA Logos Logistics Trust (ALOG), with year-to-date total returns of 65.5 per cent, is among the best performing S-Reit this year.

Karen Lee, chief executive officer of ARA Logos Logistics Trust's (ALOG) manager, commented that ALOG's entry into the index will not only enhance ALOG's trading liquidity and extend its institutional investor reach but will also further strengthen ALOG's growth story.

Similarly, Adrian Chui, chief executive officer and executive director of ESR-Reit's manager, noted that the inclusion in the index will enhance the Reit's trading liquidity and visibility to investors worldwide, solidifying its position among listed industrial Reits in Singapore and providing access to wider pools of capital as ESR-Reit executes organic and acquisition strategies.  REIT Watch is a weekly column on The Business Times, <a href="https://www.businesstimes.com.sg/companies-markets/heavy-trading-in-new-s-reit-inclusions-in-global-reit-benchmark">read</a><a href="https://www.businesstimes.com.sg/companies-markets/10-s-reits-yielding-long-term-annualised-returns"> </a>the original version.
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    FTSE EPRA


On Sept 1, FTSE Russell announced that 11 SGX-listed Reits &amp; Property Trusts, with market capitalisation ranging from S$2.6 billion to S$1.1 billion, entered the FTSE EPRA Nareit Global Developed Index after its quarterly index review.

This followed from a change in index rules announced in June 2021, which lowered the inclusion market cap threshold for the Developed Asia series from 0.3 to 0.1 per cent.

A total of 24 Reits were added into the FTSE EPRA Nareit Global Developed Index following the review, including seven from Australia, two from Hong Kong, three from Japan, one from New Zealand and 11 from Singapore.

The FTSE EPRA Nareit Global Real Estate Index Series, designed to represent general trends in eligible real estate equities worldwide, is a widely followed global benchmark with an estimated US$340 billion of assets under management actively benchmarked or passively tracking the indices.  
As of June 2021, there were 23 SGX-listed real estate related equities in the index series, which included 19 S-Reits.  
The recent index review will bring the total number of SGX-listed Reits in the index series to 30, with a combined market capitalisation of S$108 billion.

After the announcement, the 11 new inclusions saw a boost in trading activities on Sept 2, with a 353 per cent increase in traded value compared to their 12-month total average daily traded value (ADTV).

The three S-REITs which saw the biggest increase in ADTV on 2 Sep were ARA LOGOS Logistics Trust (+541 per cent), Starhill Global REIT (+431 per cent) and SPH REIT (+426 per cent), while the three S-REITs which saw the largest price jumps on 2 Sep were ESR-REIT (+8.5 per cent), ARA LOGOS Logistics Trust (+6.1 per cent) and OUE Commercial REIT (+6.1 per cent).

ARA Logos Logistics Trust (ALOG), with year-to-date total returns of 65.5 per cent, is among the best performing S-Reit this year.

Karen Lee, chief executive officer of ARA Logos Logistics Trust's (ALOG) manager, commented that ALOG's entry into the index will not only enhance ALOG's trading liquidity and extend its institutional investor reach but will also further strengthen ALOG's growth story.

Similarly, Adrian Chui, chief executive officer and executive director of ESR-Reit's manager, noted that the inclusion in the index will enhance the Reit's trading liquidity and visibility to investors worldwide, solidifying its position among listed industrial Reits in Singapore and providing access to wider pools of capital as ESR-Reit executes organic and acquisition strategies.   REIT Watch is a weekly column on The Business Times, read the original version.



REIT Watch - Heavy trading in new S-Reit inclusions in global Reit benchmark

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As the earnings season conclude, REITs and Property Trusts listed in Singapore have announced financial results or published business updates for the period ending 30 June 2021. Of the S-REITs which declared distributions for the first half of calendar year 2021, average change in distribution per unit (DPU) increased by 36 per cent year-on-year (y-o-y).

The five S-REITs with the highest y-o-y DPU increments for the period Jan to Jun 2021 are: SPH REIT (228 per cent), Sabana Shari'ah Compliant Industrial REIT (215 per cent), Starhill Global REIT (196 per cent), Ascott Residence Trust (95 per cent) and CapitaLand Integrated Commercial Trust (75 per cent).

SPH REIT declared a DPU of 1.38 Singapore cents for Q3 FY2021 ended 31 May, bringing its DPU for the period of Dec 2020 to May 2021 to 2.62 Singapore cents - a 228 per cent increase y-o-y. In its latest business update for 3Q FY2021, the REIT noted gradual recovery with improvements in gross revenue of 22.2 per cent y-o-y to S$209.6 million. This was led by recovery in performance across all assets while supported by additional quarter of contribution from Westfield Marion compared to the same period last year and a decrease in rent reliefs to Singapore and Australia eligible tenants.

Sabana Shari'ah Compliant Industrial REIT (Sabana REIT) reported DPU of 1.48 Singapore cents for 1H 2021, representing a 215 per cent y-o-y increase. This was mainly due to the temporary retainment of 55.0 per cent of its distributable income in 1H 2020 to conserve capital. The REIT also reported a 14.1 per cent y-o-y increase in gross revenue, mainly due to higher contribution from New Tech Park, 23 Serangoon North Avenue 5 and 10 Changi South Street 2 on higher occupancy. During the period, Sabana REIT announced the removal of its Shari’ah compliance requirement in order to accommodate the changing profile of tenants and enhance its flexibility for the next phase of growth.

Starhill Global REIT (SGREIT) reported 2H FY2020/2021 DPU of 2.07 Singapore cents, representing a y-o-y increase of 196 per cent, mainly due to the release of retained income for working capital requirements. SGREIT noted that gross revenue for the period increased 10.5 per cent y-o-y, resulting in a 20.2 per cent increase in its net property income (NPI). This was mainly attributed to lower rental assistance for eligible tenants affected by the COVID-19 pandemic and the appreciation of the Australian dollar against the Singapore dollar.

Ascott Residence Trust (ART) raised its DPU for 1H 2021 by 95 per cent y-o-y, attributable to active portfolio optimisation. The trust noted that distributable income for 1H 2021 included a one-off partial distribution of divestment gains of S$20 million to share divestment gains with unitholders, replace income loss from divested assets and mitigate the impact of COVID-19 on distributions.

CapitaLand Integrated Commercial Trust (CICT) announced a DPU of 5.18 Singapore cents for 1H 2021, representing a 75 per cent increase y-o-y. The REIT reported a 103 per cent and 118 per cent y-o-y increase in gross revenue and NPI respectively. In 1H 2021, CICT granted S$18.9 million of rental waivers for tenants affected by COVID-19, particularly during Singapore’s first Phase 2 (Heightened Alert) from 16 May to 13 June 2021. For more research and information on Singapore’s REIT sector, visit <a href="https://www.sgx.com/research-education/sectors">sgx.com/research-education/sectors</a> for the monthly SREITs &amp; Property Trusts Chartbook
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    Top 5 S-REITs with largest yoy increase in DPU for 1H2021


As the earnings season conclude, REITs and Property Trusts listed in Singapore have announced financial results or published business updates for the period ending 30 June 2021. Of the S-REITs which declared distributions for the first half of calendar year 2021, average change in distribution per unit (DPU) increased by 36 per cent year-on-year (y-o-y).

The five S-REITs with the highest y-o-y DPU increments for the period Jan to Jun 2021 are: SPH REIT (228 per cent), Sabana Shari'ah Compliant Industrial REIT (215 per cent), Starhill Global REIT (196 per cent), Ascott Residence Trust (95 per cent) and CapitaLand Integrated Commercial Trust (75 per cent).

SPH REIT declared a DPU of 1.38 Singapore cents for Q3 FY2021 ended 31 May, bringing its DPU for the period of Dec 2020 to May 2021 to 2.62 Singapore cents - a 228 per cent increase y-o-y. In its latest business update for 3Q FY2021, the REIT noted gradual recovery with improvements in gross revenue of 22.2 per cent y-o-y to S$209.6 million. This was led by recovery in performance across all assets while supported by additional quarter of contribution from Westfield Marion compared to the same period last year and a decrease in rent reliefs to Singapore and Australia eligible tenants.

Sabana Shari'ah Compliant Industrial REIT (Sabana REIT) reported DPU of 1.48 Singapore cents for 1H 2021, representing a 215 per cent y-o-y increase. This was mainly due to the temporary retainment of 55.0 per cent of its distributable income in 1H 2020 to conserve capital. The REIT also reported a 14.1 per cent y-o-y increase in gross revenue, mainly due to higher contribution from New Tech Park, 23 Serangoon North Avenue 5 and 10 Changi South Street 2 on higher occupancy. During the period, Sabana REIT announced the removal of its Shari’ah compliance requirement in order to accommodate the changing profile of tenants and enhance its flexibility for the next phase of growth.

Starhill Global REIT (SGREIT) reported 2H FY2020/2021 DPU of 2.07 Singapore cents, representing a y-o-y increase of 196 per cent, mainly due to the release of retained income for working capital requirements. SGREIT noted that gross revenue for the period increased 10.5 per cent y-o-y, resulting in a 20.2 per cent increase in its net property income (NPI). This was mainly attributed to lower rental assistance for eligible tenants affected by the COVID-19 pandemic and the appreciation of the Australian dollar against the Singapore dollar.

Ascott Residence Trust (ART) raised its DPU for 1H 2021 by 95 per cent y-o-y, attributable to active portfolio optimisation. The trust noted that distributable income for 1H 2021 included a one-off partial distribution of divestment gains of S$20 million to share divestment gains with unitholders, replace income loss from divested assets and mitigate the impact of COVID-19 on distributions.

CapitaLand Integrated Commercial Trust (CICT) announced a DPU of 5.18 Singapore cents for 1H 2021, representing a 75 per cent increase y-o-y. The REIT reported a 103 per cent and 118 per cent y-o-y increase in gross revenue and NPI respectively. In 1H 2021, CICT granted S$18.9 million of rental waivers for tenants affected by COVID-19, particularly during Singapore’s first Phase 2 (Heightened Alert) from 16 May to 13 June 2021.  For more research and information on Singapore’s REIT sector, visit sgx.com/research-education/sectors for the monthly SREITs &amp; Property Trusts Chartbook



REIT Watch - S-REITs release retained earnings, 1H2021 DPU up 36%

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a>/SPH announced a privatisation offer from <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a>. Keppel is taking private SPH through via a scheme of arrangement. The transaction involves Keppel offering S$0.668 cash per SPH share and 0.596 Keppel REIT units per SPH share along with SPH distributing-in-specie 0.782 SPH REIT units per SPH share. Based on the last close price of <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a>, the total consideration is S$2.099 per SPH share, which is a 39.9% premium to the share price of S$1.50 on 30 March 2021 (announcement of SPH’s strategic review) and an 11.6% premium to the share price of S$1.88 on 30 July 2021 (last trading day). The privatisation proposal is the culmination of the SPH’s strategic review to unlock shareholder value. Keppel's offer was the best offer from several proposals evaluated, according to SPH management. The strategic review commenced with the announcement of the media business restructuring announced on 6 May. Post completion of the media business restructuring (requires approval at the EGM in Aug-Sep), SPH would be released from NPPA restrictions including the 5% shareholding cap restriction. Due to the impending lifting of the 5% shareholding cap, the SPH Board's preference was an offer for the whole SPH, to ensure the emergence of a controlling shareholder.<div class="content-highlight">The key conditions for the successful privatisation are the completion of the media business restructuring, regulatory approval, SPH and Keppel shareholder approval. The modest premium/discount to historical long-term multiples and share prices is unlikely to excite long-term SPH shareholders. The offer price is largely designed to appeal to SPH shareholders lacking patience for SPH to unlock value through capital recycling (such as a listing of PBSA assets, disposal of investments), a post-COVID-19 recovery particularly in its property businesses and improving earnings quality through diversifying into defensive assets. Overall, while the implied offer price is not a knockout bid, it is ok in the context of our SoTP valuation (post-media business restructuring). </div>

Singapore Press Holdings (SPH SP)/SPH announced a privatisation offer from Keppel Corp (KEP SP). Keppel is taking private SPH through via a scheme of arrangement. The transaction involves Keppel offering S$0.668 cash per SPH share and 0.596 Keppel REIT units per SPH share along with SPH distributing-in-specie 0.782 SPH REIT units per SPH share. Based on the last close price of Keppel REIT (KREIT SP) and SPH REIT (SPHREIT SP), the total consideration is S$2.099 per SPH share, which is a 39.9% premium to the share price of S$1.50 on 30 March 2021 (announcement of SPH’s strategic review) and an 11.6% premium to the share price of S$1.88 on 30 July 2021 (last trading day). The privatisation proposal is the culmination of the SPH’s strategic review to unlock shareholder value. Keppel's offer was the best offer from several proposals evaluated, according to SPH management. The strategic review commenced with the announcement of the media business restructuring announced on 6 May. Post completion of the media business restructuring (requires approval at the EGM in Aug-Sep), SPH would be released from NPPA restrictions including the 5% shareholding cap restriction. Due to the impending lifting of the 5% shareholding cap, the SPH Board's preference was an offer for the whole SPH, to ensure the emergence of a controlling shareholder.The key conditions for the successful privatisation are the completion of the media business restructuring, regulatory approval, SPH and Keppel shareholder approval. The modest premium/discount to historical long-term multiples and share prices is unlikely to excite long-term SPH shareholders. The offer price is largely designed to appeal to SPH shareholders lacking patience for SPH to unlock value through capital recycling (such as a listing of PBSA assets, disposal of investments), a post-COVID-19 recovery particularly in its property businesses and improving earnings quality through diversifying into defensive assets. Overall, while the implied offer price is not a knockout bid, it is ok in the context of our SoTP valuation (post-media business restructuring). 

Just under three months ago, <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> which is a mini-conglomerate of major Singaporean media interests, an investment fund, and a diverse collection of development and leasing assets in the real estate business, announced that it would restructure, hiving off the media assets into a SPINCO, granting it a pile of cash and assets designed to allow it to work through its problems to stand on its own, then it would be REMAINCO for the real estate and investment assets. This was discussed in <a href="https://www.smartkarma.com/insights/singapore-press-own-time-own-target-restructuring-lor-come-i-clap-for-you" target="_blank" data-smartkarma-citation="insights:51141" rel="noopener">Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You)</a>. The shares dropped on the announcement because SPH was giving away cash to the media business. It was costing them money to throw it away. At the time, I suggested that the pre-announcement price of S$1.79/share was reasonably full when looking at the future SPH REMAINCO at something like 0.84x Adjusted Post-Deal P/NAV. Since then, as real estate in Singapore has rallied, SPH shares have rallied from the low S$1.50s where they fell to Friday's S$1.88/share.<h3>The NEW News</h3>This morning we get news that after a period of further review, SPH has decided to accept (<a href="https://links.sgx.com/FileOpen/Proposed%20Privatisation%20of%20SPH%20by%20Keppel%20-%20Joint%20Announcement.ashx?App=Announcement&amp;FileID=676909" target="_blank" rel="noopener">announcement</a>, <a href="https://links.sgx.com/FileOpen/Proposed%20Privatisation%20of%20SPH%20by%20Keppel%20-%20Media%20Release.ashx?App=Announcement&amp;FileID=676910" target="_blank" rel="noopener">press release</a>, <a href="https://links.sgx.com/FileOpen/Proposed%20Privatisation%20of%20SPH%20by%20Keppel%20-%20Presentation.ashx?App=Announcement&amp;FileID=676911" target="_blank" rel="noopener">presentation</a>) being taken over by <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> based on a Scheme which will deliver to SPH holders S$0.668 in cash, 0.596 units of Keppel REIT, and 0.782 units of SPH REIT through a distribution of 45.4% of SPH's stake in the REIT.Based on the closing prices of 30 July 2021, that would be S$2.099/share or an 11.6% premium to the close. Any dividend that SPH would declare for the fiscal year ending 31 August 2021 would be additive (consensus estimates currently imply ~S$0.02-0.03/share (details in the footnote at the bottom of <a href="https://links.sgx.com/FileOpen/Proposed%20Privatisation%20of%20SPH%20by%20Keppel%20-%20Joint%20Announcement.ashx?App=Announcement&amp;FileID=676909" target="_blank" rel="noopener">p3</a>).There are a fair number of conditions. Approval of the Media Business Restructuring at the SPH EGM later this month or September is a sine qua non - if that doesn't pass SPH shareholders, the thing is off. Then there is another EGM at end-Oct early Nov to approve the resulting deal.  The CEO of Keppel made a presentation on the deal, and his speech is <a href="https://links.sgx.com/FileOpen/GCAT_Speech%20by%20CEO%20Keppel%20Corporation%20on%20proposed%20acquisition%20of%20SPH%20ex-Media.ashx?App=Announcement&amp;FileID=676925" target="_blank" rel="noopener">here</a>. He clearly says the SPH assets are a good deal for Keppel and go some ways to helping Keppel aim at its Vision 2030 goals through enhancing the value of the SPH assets. I note, however, that SPH shareholders get to sell their shares at below book to receive assets that Keppel is liquidating (and mentioning it as a good thing). <div class="content-highlight">SPH holders may be start to ask themselves "Hey Keppel, why you bo jio me?!"</div>There are more complications besides so they are discussed below.

Just under three months ago, Singapore Press Holdings (SPH SP) which is a mini-conglomerate of major Singaporean media interests, an investment fund, and a diverse collection of development and leasing assets in the real estate business, announced that it would restructure, hiving off the media assets into a SPINCO, granting it a pile of cash and assets designed to allow it to work through its problems to stand on its own, then it would be REMAINCO for the real estate and investment assets. This was discussed in Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You). The shares dropped on the announcement because SPH was giving away cash to the media business. It was costing them money to throw it away. At the time, I suggested that the pre-announcement price of S$1.79/share was reasonably full when looking at the future SPH REMAINCO at something like 0.84x Adjusted Post-Deal P/NAV. Since then, as real estate in Singapore has rallied, SPH shares have rallied from the low S$1.50s where they fell to Friday's S$1.88/share.The NEW NewsThis morning we get news that after a period of further review, SPH has decided to accept (announcement, press release, presentation) being taken over by Keppel Corp (KEP SP) based on a Scheme which will deliver to SPH holders S$0.668 in cash, 0.596 units of Keppel REIT, and 0.782 units of SPH REIT through a distribution of 45.4% of SPH's stake in the REIT.Based on the closing prices of 30 July 2021, that would be S$2.099/share or an 11.6% premium to the close. Any dividend that SPH would declare for the fiscal year ending 31 August 2021 would be additive (consensus estimates currently imply ~S$0.02-0.03/share (details in the footnote at the bottom of p3).There are a fair number of conditions. Approval of the Media Business Restructuring at the SPH EGM later this month or September is a sine qua non - if that doesn't pass SPH shareholders, the thing is off. Then there is another EGM at end-Oct early Nov to approve the resulting deal.  The CEO of Keppel made a presentation on the deal, and his speech is here. He clearly says the SPH assets are a good deal for Keppel and go some ways to helping Keppel aim at its Vision 2030 goals through enhancing the value of the SPH assets. I note, however, that SPH shareholders get to sell their shares at below book to receive assets that Keppel is liquidating (and mentioning it as a good thing). SPH holders may be start to ask themselves "Hey Keppel, why you bo jio me?!"There are more complications besides so they are discussed below. 

Alamak! SPH Restructuring Restructured as Keppel Bo Jios SPH Holders

Singapore

SPH REIT is a Singapore-based REIT established principally to invest, directly or indirectly, in a portfolio of income-producing real estate which is used primarily for retail purposes in Asia-Pacific, as well as real estate-related assets.

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SPH REIT (SPHREIT SP)

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