Asset Acquisitions and Disposals::Acquisition of Shares in Freight Management Holdings Pty Ltd
11/30/2021 | 04:51am EST
SINGAPORE POST LIMITED
(Incorporated in the Republic of Singapore)
Company Registration No. 199201623M
ACQUISITION OF SHARES IN FREIGHT MANAGEMENT HOLDINGS PTY LTD
Where capitalised terms are used in this announcement and not otherwise defined, such capitalised terms shall bear the same meanings as ascribed to them in the Circular (as defined below) and in the announcements made by Singapore Post Limited on 19 October 2020, 7 December 2020, 31 December 2020, 5 March 2021, 8 October 2021, 11 November 2021 and 26 November 2021 relating to the Acquisition of Shares in Freight Management Holdings Pty Ltd.
Singapore Post Limited ("SingPost" or the "Company", and together with its subsidiaries, the
"SingPost Group") refers to:
the circular (the "Circular") despatched electronically to the shareholders of SingPost ("Shareholders") on 11 November 2021 and the announcements dated 19 October 2020, 7 December 2020, 31 December 2020, 5 March 2021, 8 October 2021, and 11 November 2021 issued by the Company, in relation to the SingPost Group's proposed acquisition of shares in Freight Management Holdings Pty Ltd ("FMH"); and
the announcement dated 26 November 2021 issued by the Company in relation to the results of the EGM and the passing of the Ordinary Resolution as set out in the Notice of EGM dated 11 November 2021.
Completion of Tranche Two and the Proposed Option Shares Acquisition
The Company wishes to announce that the completion for Tranche Two ("Tranche Two Completion") and the Proposed Option Shares Acquisition ("Option Shares Completion") has taken place today. The consideration paid by the SingPost Group at the Tranche Two Completion and at the Option Shares Completion was A$28.8 million (equivalent to approximately S$28.5 million) and A$81.5 million (equivalent to approximately S$80.7 million) respectively, subject to adjustments as agreed in the Acquisition SPA (as amended by the side letter to the Acquisition SPA) and the Option SPA.1
Following the Tranche Two Completion and the Option Shares Completion, the SingPost Group, through its wholly-owned subsidiary, SingPost Australia Investments Pty Ltd ("SPAI"), holds 9,001 ordinary shares in FMH representing 51% of the FMH Enlarged Issued Share Capital.
1 Based on an exchange rate of A$1.00 : S$0.99.
3. Entry into the Revised Shareholders Agreement and Grant of the Proposed Offers to Buy
In connection with the Tranche Two Completion and the Option Shares Completion, SPAI has today entered into a revised shareholders agreement ("Revised Shareholders Agreement") with the other FMH shareholders to regulate their relationship as FMH shareholders.
Pursuant to the Revised Shareholders Agreement, SPAI has granted the Proposed Offers to Buy to certain FMH shareholders, which when exercised by such FMH shareholders, will require SPAI to purchase a specified percentage of the FMH Shares held by such FMH shareholders. Please refer to the Circular dated 11 November 2021 for further details in relation to the Proposed Offers to Buy.
Issued by Singapore Post Limited on 30 November 2021.
SingPost - Singapore Post Ltd. published this content on 30 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2021 09:50:04 UTC.