Temasek subsidiary plans to acquire 30.55% of shares in Keppel
Subject to certain Pre-Conditions, Kyanite Investment Holdings Pte. Ltd. , intends to make a Partial Offer to acquire 30.55% of Shares in Keppel Corporation Limited, at S$7.35 per Share in cash, the company said in its release.
The Offeror is an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited (“Temasek”), which already directly owns 20.45% of Shares in the Company. If successful, the Partial Offer will result in Temasek and the Offeror directly owning 51% of the Shares in Keppel and the Offeror Concert Party Group3 having a resultant shareholding in Keppel of 52.04% at the close of the Partial Offer.
The intention is for Keppel to remain listed on the Singapore Exchange (the “SGX-ST”). If successful, the Partial Offer will allow Offer Shareholders to monetise a portion or potentially all of their holdings in Keppel, at a premium over the last traded price of the Shares.
The Partial Offer will be made if and when each of the Pre-Conditions is satisfied or waived (at the discretion of the Offeror). Such Pre-Conditions include the obtaining of domestic and foreign regulatory approvals, the process for which is expected to take several months. The full list of Pre-Conditions is set out in Schedule 1 of the Pre-Conditional Partial Offer Announcement.
Assuming there is no change to the total number of Shares as at the Record Date4, the Offer Shares to be acquired would represent 30.55% of these shares.
If and when the Partial Offer is made, the Offeror will offer S$7.35 in cash (the “Offer Price”) for each Share acquired as part of the Partial Offer, implying a premium of approximately 26% over S$5.84, being the last traded price per Share, and a premium of approximately 21% over S$6.07, being the volume weighted average price per Share (the “VWAP”) for the three-month period prior to and including Friday, 18 October 2019. Further details of premia over other timeframes are shown in the Annex.