Morgan Stanley Asia | 23 Church Street |
(Singapore) Pte. | #16-01 Capital Square |
(Co. Registration No. | Singapore 049481 |
199206298Z) | |
tel (65) 6834 6888 | |
fax (65) 6834 6938 |
PROPOSAL TO ACQUIRE SINGAPORE PRESS HOLDINGS LIMITED AND POTENTIAL CHAIN OFFER FOR SPH REIT
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Introduction
Morgan Stanley Asia (Singapore) Pte. ("MS Singapore") refers to the announcement (the "Possible Offer Announcement") dated 29 October 2021 made by Cuscaden Peak Pte. Ltd. ("Cuscaden"), a company formed by a consortium comprising Tiga Stars Pte. Ltd. (a subsidiary of Hotel Properties Limited), Adenium Pte. Ltd. (a wholly-owned subsidiary of CLA Real Estate Holdings Pte Ltd) and Mapletree Fortress Pte. Ltd. (an indirect, wholly-owned subsidiary of Mapletree Investments Pte Ltd) and the announcement dated 15 November 2021 (the "Joint Announcement") made jointly by Cuscaden and Singapore Press Holdings Limited (the "Company"), to acquire all the issued and paid-up ordinary shares in the capital of the Company excluding treasury shares via a scheme of arrangement (the "Acquisition").
As stated in the Joint Announcement, Cuscaden may be required to undertake a chain offer ("Potential Chain Offer") for all the units in SPH REIT in accordance with the Singapore Code on Take-overs and Mergers (the "Code").
MS Singapore is the financial adviser to Cuscaden in respect of the Acquisition and the Potential Chain Offer and is required under the Code to make these disclosures. - Dealings
Pursuant to Rule 12.1 of the Code and the Practice Statement on the Exemption of Connected Fund Managers and Principal Traders under the Code, MS Singapore wishes to report dealings by associates of MS Singapore in the securities of the Company and/or SPH REIT ("Relevant Securities") for their own account or for the account of discretionary investment clients, details of which are set out in the table below.
MS Singapore's disclosures pursuant to Rule 12 of the Code ("Rule 12 disclosures"), including those below, are made in compliance with its obligations under the Code. All trades in the Rule 12 disclosures are conducted in the ordinary course of business of the Morgan Stanley group, independent of the Acquisition and the Potential Chain Offer, and will not affect the offer price under the Acquisition and the Potential Chain Offer, if made.
Trades on ordinary shares of the Company:
Resultant total | Resultant | ||||||||||
amount of | |||||||||||
Price paid or | total | ||||||||||
Name of MS | Relevant | ||||||||||
Number of | received (SGD) | Total | percentage | ||||||||
Singapore's associate | Price per | Securities owned | |||||||||
ordinary | amount | of ordinary | |||||||||
and whether dealing | Nature of dealing | ordinary | or controlled by | ||||||||
Trade Date | shares | paid or | shares in the | ||||||||
as principal or for | share | the associate and | |||||||||
purchased | received | capital of | |||||||||
discretionary | (SGD) | investment | |||||||||
or sold | (SGD) | the | |||||||||
investment client | Highest | Lowest | accounts under | ||||||||
Company | |||||||||||
discretionary | |||||||||||
acquired1 | |||||||||||
management | |||||||||||
Morgan Stanley & Co. | |||||||||||
16-Dec-2021 | International plc | Swap Hedge | Sell | 39,286 | 2.326 | 2.330 | 2.326 | 91,363.79 | 11,304,907 | 0.7063% | |
(dealing as principal) |
Derivatives Transactions (ordinary shares):
Name of MS Singapore's associate | Number of | ||||||
Nature of dealing | referenced | Price per | Total amount paid | ||||
Trade Date | and whether dealing as principal or | Maturity Date | |||||
securities | share (SGD) | or received (SGD) | |||||
for discretionary investment client | |||||||
(ordinary shares) | |||||||
16-Dec-2021 | Morgan Stanley & Co. International plc | Swap | Buy | 300 | 2.330 | 699.00 | 31-Oct-2022 |
(dealing as principal) | |||||||
16-Dec-2021 | Morgan Stanley Capital Services LLC | Swap | Sell | 300 | 2.330 | 699.00 | 31-Oct-2022 |
(dealing as principal) | |||||||
16-Dec-2021 | Morgan Stanley Capital Services LLC | Swap | Buy | 300 | 2.330 | 699.00 | 31-Oct-2022 |
(dealing as principal) | |||||||
16-Dec-2021 | Morgan Stanley & Co. International plc | Swap | Buy | 38,986 | 2.326 | 90,664.79 | 18-May-2023 |
(dealing as principal) | |||||||
Issued by
Morgan Stanley Asia (Singapore) Pte.
_________________________________
Cheng Sok Theng
Managing Director
Copy (via email) to:
Singapore Press Holdings Limited
SPH REIT
- Based on 1,600,649,121 shares of the Company in issue (excluding 9,136,984 treasury shares)
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Disclaimer
SPH - Singapore Press Holdings Ltd. published this content on 17 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 December 2021 09:08:02 UTC.