SINGAPORE PRESS HOLDINGS LIMITED

Transcription

1 SINGAPORE PRESS HOLDINGS LIMITED Minutes of the Extraordinary General Meeting of members of Singapore Press Holdings Limited held in the Auditorium, 1000 Toa Payoh North, News Centre, Singapore on Tuesday, 18 June 2013, at 9.30 a.m. PRESENT Directors: Dr Lee Boon Yang (Chairman) ) Prof Cham Tao Soon ) Mr Chan Heng Loon Alan ) Mr Bahren Shaari ) Mr Willie Cheng Jue Hiang ) Shareholding as per Attendance List Ms Chong Siak Ching ) Mr Sum Soon Lim ) Ms Tan Yen Yen ) Mr Lucien Wong Yuen Kuai ) Absent with Apologies: Mr Ng Ser Miang Shareholders : As per Attendance List In Attendance : Ms Ginney Lim May Ling Group Company Secretary Mr Patrick Daniel Editor-in-Chief, English & Malay Newspapers Ms Deborah Lee Executive Vice-President, Corporate Development Mr Tony Mallek Chief Financial Officer Ms Mable Chan Executive Vice-President, Human Resources Mrs Sng Ngoi May Executive Vice-President, Retail Property Management Ms Babsy Young Senior Vice-President, Finance Mr Ong Pang Thye KPMG LLP Mr Jerry Koh Allen & Gledhill LLP Ms Laura Lee Tricor Barbinder Share Registration Services 1. The Chairman called the meeting to order. QUORUM 2. The Secretary confirmed that there was sufficient quorum to constitute the meeting as required under Article 73 of the Company's Articles of Association. 3. The Chairman briefed shareholders on the proposed establishment and listing of SPH REIT and the injection of Paragon and The Clementi Mall 1

2 into SPH REIT, and, subject to this, the proposed payment of a special dividend of S$0.18 per share to all shareholders of Singapore Press Holdings Ltd ( SPH ) after the transfers of the two properties and the listing of SPH REIT. 4. Mr Anthony Mallek, Chief Financial Officer, presented the details of the transaction. NOTICE OF MEETING 5. The notice dated 27 May 2013 convening the meeting was agreed to be taken as read. 6. The Chairman said that in line with the Company s commitment towards promoting greater corporate transparency, and as required under the Company s Articles of Association and the Newspaper and Printing Presses Act, Cap. 206, in relation to the resolutions on the appointment of Directors, all resolutions at this Extraordinary General Meeting ( EGM ) would be put to the vote by way of a poll. 7. Accordingly, as Chairman, he exercised his right under Article 78(2) of the Articles of Association to demand a poll in respect of each of the resolutions to be put to the vote of members at this EGM. 8. He said that polling would be conducted in a paperless manner using a wireless handheld device, and invited Ms Ginney Lim, the Company Secretary, to brief the meeting on the poll voting process before commencing discussion on the EGM Agenda. 9. Ms Lim briefed the members on the poll voting process. Mr Raymond Ang from Boardroom Business Solutions was the Scrutineer. Trusted Board Limited, which provided the electronic poll voting services for the EGM, gave a short presentation explaining the voting process. A test resolution was conducted for shareholders to be familiar with the voting process. 10. The Chairman said that as Chairman of the EGM, he had been appointed as proxy to vote for and against the resolutions to be tabled at the meeting. AGENDA ITEM NO. 1: THE PROPOSED ESTABLISHMENT OF SPH REIT AND THE INJECTION OF THE PARAGON PROPERTY AND THE CLEMENTI MALL INTO SPH REIT 11. The Chairman explained that the first item on the Agenda was the proposed establishment of SPH REIT and the injection of the Paragon Property and Clementi Mall into SPH REIT. 12. The Chairman proposed:- 2

3 That: (1) approval be and is hereby given for: (a) (b) the entry by Orchard 290 Ltd ( O290 ) (a wholly-owned subsidiary of Times Properties Private Limited, which is in turn a wholly-owned subsidiary of SPHL) into the Paragon Call Option Agreement (as defined in the circular dated 27 May 2013 (the Circular ) issued by SPHL to shareholders of SPHL ( Shareholders )); the sale to DBS Trustee Limited, in its capacity as trustee of SPH REIT (the REIT Trustee ) of (i) a 99-year leasehold interest in Paragon located at 290 Orchard Road, Singapore , commencing on the date of listing of SPH REIT, a proposed real estate investment trust to be established in Singapore, on the Main Board of Singapore Exchange Securities Trading Limited (the Paragon Property ), together with the plant and equipment (including the licensing of the right to use the trade mark Paragon ) at a consideration of S$2,500.0 million and (ii) certain sculptures installed at Paragon and a new sculpture to be installed at Paragon, for the Sculpture Sale Consideration (as defined in the Circular), on the terms and conditions set out in the sale and purchase agreement to be entered into between O290 (as vendor), the REIT Trustee (as purchaser) and Times Properties Private Limited (as guarantor for the vendor s obligations) in relation to the sale of the Paragon Property (the Paragon Sale Agreement ); and (c) the entry by O290 and Times Properties Private Limited into the Paragon Sale Agreement; (2) approval be and is hereby given for: (a) the entry by CM Domain Pte. Ltd. ( CM Domain ) (a wholly-owned subsidiary of SG Domain Pte. Ltd., which is owned by Times Properties Private Limited (a wholly-owned subsidiary of SPHL), NTUC Income Insurance Cooperative Limited and NTUC Fairprice Co-operative Limited in the proportion of 60.0%, 20.0% and 20.0% respectively) into the Clementi Mall Call Option Agreement (as defined in the Circular); (b) the sale of a 99-year leasehold interest in The Clementi Mall located at 3155 Commonwealth Avenue West, Singapore , commencing on 31 August 2010 ( Clementi Mall ) to the REIT Trustee (together with the sale of the Paragon Property, the Proposed Transfers ) at a consideration of S$570.5 million, on the terms and conditions set out in the sale and purchase agreement to be entered into between CM Domain (as vendor), the REIT 3

4 Trustee (as purchaser) and Times Properties Private Limited (as guarantor for the vendor s obligations) in relation to the sale of Clementi Mall (the Clementi Mall Sale Agreement and together with the Paragon Sale Agreement, the Sale and Purchase Agreements ); (c) (d) the entry by CM Domain and Times Properties Private Limited into the Clementi Mall Sale Agreement; and the entry by CM Domain into the Deed of Income Support (as defined in the Circular); (3) approval be and is hereby given for the payment of all fees and expenses relating to the Proposed Transfers; (4) approval be and is hereby given for (a) the entry by the Company into the SPHL ROFR (as defined in the Circular) and (b) the entry by SPH REIT Management Pte. Ltd. (an indirect wholly-owned subsidiary of the Company) into the trust deed constituting SPH REIT ( Trust Deed ); (5) approval be and is hereby given for the entry into all agreements and transactions by the Company (whether directly or indirectly through its subsidiaries) in connection with the establishment of SPH REIT and the Proposed Transfers (including but not limited to the Call Option Agreements, the Sale and Purchase Agreements, the Deed of Income Support, the SPHL ROFR and the Trust Deed) and all ancillary agreements contemplated thereby or incidental thereto, or which are necessary to give effect to the establishment of SPH REIT or the Proposed Transfers; and (6) the Company and any director of the Company be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the establishment of SPH REIT and the Proposed Transfers. 13. Ms Mable Chan seconded the resolution. 14. The Chairman then invited comments or questions from members. Questions were raised by members and answered by the Chairman and senior management of SPH. 15. The Chairman put the resolution to the meeting and, based on the polling results, declared it carried. AGENDA ITEM NO. 2: THE PROPOSED SPECIAL DIVIDEND 4

5 16. The Chairman said that item 2 related to the declaration of a special dividend. 17. Mr Chan Heng Loon proposed:- That subject to and contingent upon the passing of Resolution 1: (1) a special one-tier tax-exempt dividend of S$0.18 per share in the Company be declared and distributed to shareholders after the Proposed Transfers are completed, subject to the terms and in the manner described in the Circular; and (2) the Company and any director of the Company be and are hereby severally authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider necessary, desirable or expedient to give effect to this resolution as they may deem fit. 18. Mr Oo Wooi Cheng seconded the resolution. 19. The Chairman put the resolution to the meeting and, based on the polling results, declared it carried. TERMINATION OF MEETING 20. On behalf of the SPH Board, the Chairman thanked shareholders for their presence at the EGM and their valuable input and feedback. 21. There being no other business, the Extraordinary General Meeting was declared closed. Confirmed Chairman 5