By Rishav Chatterjee and Yantoultra Ngui
(Reuters) -Great Eastern is proposing to delist from the Singapore bourse by way of its largest shareholder Oversea-Chinese Banking Corp offering S$900 million ($699.9 million) to buy the rest of the insurer it does not already own, according to joint statement and filings on Friday.
Trading in Singapore-based Great Eastern’s shares was suspended on July 15, 2024, after its free float fell below 10% following an offer by OCBC to acquire an 11.56% stake at S$25.60 apiece in May 2024.
OCBC, Singapore’s second-largest lender, had obtained acceptance from some shareholders and currently owns 93.72% of Great Eastern.
Under the new proposal, it is offering S$30.15 a share for the 6.28% of the insurer’s stock that it does not own.
The latest offer is 17.8% higher than last year’s offer and values Great Eastern at S$14.27 billion.
Independent financial adviser EY has assessed the offer is fair and reasonable and OCBC does not intend to revise it, according to the statement.
It is OCBC’s fourth attempt to fully acquire Great Eastern, following three bids since 2004.
OCBC owns 93.72% of the insurer, but that stake still falls short of the threshold needed to delist the company or launch a compulsory acquisition.
Two companies controlled by Lee Thor Seng and his sons —members of the founding family behind OCBC — own nearly 2% of Great Eastern, making them the second-largest shareholders, according to the insurer’s annual report.
Wong Hong Sun and Wong Hong Yen hold about 1%, while Palliser Capital, which has criticised the latest takeover bid as unfair to shareholders, owns a 0.27% stake, the report showed.
Great Eastern proposed the delisting after assessing options available to resolve its shares trading suspension.
The delisting offer is conditional upon at least 75% backing from minority shareholders. OCBC will not be able to vote.
If delisting cannot be achieved, Great Eastern would seek shareholders’ approval on a second proposal to restore its free float by way of a one-for-one bonus issue comprising new listed shares with voting rights, and new non-listed shares without voting rights.
According to the statement, OCBC intends to vote in favour of the bonus issue if the delisting proposal is not approved.
OCBC would opt to receive the non-voting shares, which would dilute the bank’s shareholding in Great Eastern to 88.19% to help restore the free float and a resumption in trading.
($1 = 1.2859 Singapore dollars)
(Reporting by Rishav Chatterjee in Bengaluru and Yantoultra Ngui in Singapore; Editing by Rashmi Aich and Stephen Coates)
