OCBC Supports Great Eastern’s Plans to Delist from SGX

The Singapore-headquartered Oversea-Chinese Banking Corporation Limited (OCBC) on Friday said, at the request of Great Eastern Holdings Limited (GEH), that it will support its proposal to seek a delisting of GEH shares with a $700 million conditional exit offer at $23.52 per share for the 6.28% GEH shares it does not own.

Trading in GEH shares was suspended on 15 July 2024 after the insurer’s free float fell below 10%. GEH has requested OCBC to support GEH’s comprehensive proposal to resolve the suspension in trading of its shares. GEH shareholders who have not been able to sell their shares for the past 11 months will now have an opportunity to do so via the exit offer.

The independent financial adviser, Ernst and Young, has opined that the exit offer is fair and reasonable.

GEH is proposing a delisting after evaluating the options available and taking into account the practicalities and feasibility of each option. If delisting cannot be achieved, GEH will proceed to seek shareholders’ approval on a second proposal to restore the free float.

OCBC’s exit offer is conditional upon at least 75% of the total number of issued shares held by GEH shareholders voting in person or by proxy, in favour of a delisting resolution that GEH will table at an extraordinary general meeting (EGM) to be convened. OCBC will not be able to vote on the resolution.

If the delisting resolution is passed, GEH will be removed from the SGX’s Main Board and shareholders who accept the exit offer will be paid. Those who do not accept the offer will remain as shareholders owning shares in an unlisted GEH.

If the delisting resolution is not passed, the exit offer will lapse. GEH will proceed to propose a resolution to satisfy the free float requirement.

The 1-for-1 bonus issue resolution comprises new ordinary shares (Bonus Shares), which will be listed and carry voting rights, and newly-created Class C Non-Voting Shares which will not be listed and have no voting rights. Both classes of shares will be issued at no consideration from shareholders, and will be entitled to the same dividends. OCBC will be able to vote on the bonus issue resolution.

All GEH shareholders will receive the bonus shares unless they elect to receive the Class C Non-Voting Shares.

OCBC Supports Bonus Issue Resolution

To Vote OCBC intends to vote in favour of the bonus issue resolution and at the request of GEH, will opt to receive Class C Non-Voting Shares. By doing so, OCBC will dilute its own shareholding of voting shares in GEH to 88.19% and will help GEH to restore free float and allow trading to resume.

This assumes that GEH minority shareholders, who hold the remnant 6.28% stake, receive the Bonus Shares by not opting for the Class C Non-Voting Shares.

OCBC will retain its rights to 93.72% of the economic interests in GEH (including the rights to 93.72% of dividends to be paid) as the Class C Non-Voting Shares rank equally with all ordinary GEH shares in respect of dividends and distributions.

OCBC Group CEO Helen Wong said that while the bank has never wavered in its strategic intention to delist Great Eastern, this offer is made to avail to GEH shareholders the opportunity to exit the stock after an 11-month suspension in share trading.

“We have carefully considered the decision. We are therefore making a fair and reasonable offer, to comply with listing rules, to support Great Eastern’s proposal to delist. At the same time, we are able to continue to protect the interests of our own shareholders as we realise our ambition of building an integrated financial services group that will lead the region’s wealth management industry,” she said.