Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — Singapore Press Holdings — Shareholder Meeting (September 2021)
20 slides from Singapore Exchange's shareholder meeting presentation, Sep 10, 2021
Slide 1: Singapore Press Holdings Limited: Proposed Restructuring of the Media Business
Slide 2: Disclaimer
DISCLAIMER NOT FORRELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS PRESENTATION SHALL NOT CONSTITUTE ANOFFER TO SELL OR ASOLICITATION OF AN OFFER TO BUY SECURITIES
Slide 3: Briefing Outline
BRIEFING OUTLINE ‘cc Q SPH Strategic Review Q) iE Proposed Restructuring of the Media Business 3) 2 Shareholders’ Commonly-Asked Questions
Slide 4: SPH Strategic Review
SPH STRATEGIC REVIEW = SPH's financial performance and share price were impacted by the secular decline in print media, accelerated by the outbreak of COVID-19 = On 30 March 2021, SPH announced a strategic review process ("Strategic Review’) to maximise shareholder value. The key objectives of the S
Slide 5: Proposed Restructuring and the Privatisation Are the Result of the Board's Strategic Review
PROPOSED RESTRUCTURING AND THE PRIVATISATION ARE THE sch RESULT OF THE BOARD'S STRATEGIC REVIEW ‘ Strategic Review announced on 30 March 2021 iy step) 1 Proposed Restructuring announced on /May Step 2 — Proposed privatisation of entire SPH to unlock and ase maximise value to shareholders, announced
Slide 6: Indicative Timeline
INDICATIVE TIMELINE i be i i 1 1 1 i 1 17 Aug 2021 I 10 Sep 2021 | By Dec 2021 1 1 1 1 1 | i i i 1 1 Despatch of circular for EGM to approve Proposed Restructuring Step 1: EGM to approve Proposed Restructuring Potential completion of Proposed Restructuring 2 a5 a5 ov qs se a ad a Jul 2021 Aug 2021 S
Slide 7: Proposed Restructuring of the Media Business
PROPOSED RESTRUCTURING OF THE MEDIA BUSINESS sh = We are now at the critical juncture of seeking shareholder approval for Step 1 of the Strategic Review, the Proposed Restructuring of the Media Business RESOLUTION 1: Proposed Restructuring of the Media Business To approve the Proposed Restructuring
Slide 8: Transaction Overview and Recap of Terms
TRANSACTION OVERVIEW AND RECAP OF TERMS i Proposed transaction = Restructuring of Singapore Press Holdings Limited (“SPH")'s media assets and operations into a newly incorporated, wholly-owned subsidiary, SPH Media Holdings Pte Ltd (SPH Media”) (the “Proposed Restructuring”), which will be transferr
Slide 9: Current and Post-Restructuring Structure
CURRENT AND POST-RESTRUCTURING STRUCTURE i Current Structure Post-restructuring and transfer of SPH Media Other SPH DC Frontiers Businesses Transfer of “ SPH Media poccccceccee SPH Media -iitatstateieteteieiatel 1 1 i) ' ! f i Current SPH Print SPHNews | ! 1 Media i A . Centre Centre ' 1 Businesses
Slide 10: The Proposed Restructuring Recognises the Significant Challenges in Operating SPH Media
THE PROPOSED RESTRUCTURING RECOGNISES THE SIGNIFICANT CHALLENGES IN OPERATING SPH MEDIA UNDER THE EXISTING FRAMEWORK Traditional print media is undergoing secular decline « Shift of consumer preferences in favour of digital media » Global trend, not unique to Singapore or SPH and further accelerated
Slide 11: Pro Forma Financial Impact of the Proposed Restructuring on SPH
PRO FORMA FINANCIAL IMPACT OF THE PROPOSED sh RESTRUCTURING ON SPH Operating revenue Operating profit (ex-grants) PATMI (ex-grants)2) (S$m) (S$m) (S$m) (54 4%) xb Ll EPS (ex- “ ye 9 grants) “366 a 22 an ears 107 FY2020 1H2021 FY2020 1H2021 FY2020 1H2021 ™@ Before Proposed Restructuring ml After Prop
Slide 12: Evercore's Opinion on the Proposed Restructuring
EVERCORE’S OPINION ON THE PROPOSED RESTRUCTURING i 66 Based upon and subject to the foregoing, we are of the opinion that, as at the Latest Practicable Date, the Proposed Restructuring, from a financial point of view, is IN THE OVERALL INTERESTS of the Company and the Shareholders... ..Accordingly,
Slide 13: The Board's Recommendation on the Proposed Restructuring
THE BOARD’S RECOMMENDATION ON THE PROPOSED sch RESTRUCTURING 66 Having reviewed and considered, inter alia, the terms, rationale and financial effects of the Proposed Restructuring, as well as the advice and opinion of Evercore, the Board is of the opinion that the Proposed Restructuring is in the i
Slide 14: Shareholders' Commonly-Asked Questions
SHAREHOLDERS’ COMMONLY-ASKED QUESTIONS* sp * Why is SPH giving away the Media Business for free, and even agreeing to contribute additional funding? What is the basis of this sum? Why should small retail shareholders of SPH bear the cost of the Proposed Restructuring? ¢ Print revenue has seen secula
Slide 15: Shareholders' Commonly-Asked Questions
SHAREHOLDERS’ COMMONLY-ASKED QUESTIONS* sp ¢ Why choose this option for shareholders? ¢ Improve future profitability for SPH for a one-time hit * Lifting of NPPA allows greater flexibility to tailor its capital and shareholding structure to pursue strategic options across all other businesses, there
Slide 16: Shareholders' Commonly-Asked Questions
SHAREHOLDERS’ COMMONLY-ASKED QUESTIONS* Why can’t SPH sell the valuable properties? The Media Business will require these properties to operate. The properties are designed for the Media Business’ operations Did the Board explore selling the Media Business or winding it down? Various options were co
Slide 17: Thank You / Q&A
THANK YOU Q&A
Slide 18: SPH Media Financial Performance
SPH MEDIA FINANCIAL PERFORMANCE FY2018 — 1H2021 advertising operating revenue (S$m) Cacr: (22.54) ' FY2018 FY2019 FY2020 1H2021 Ad revenue has been declining sharply due to significant decline in print circulation and sustained stiff competition on digital ad revenues Source: Company information. 18
Slide 19: SPH Media Financial Performance (Cont'd)
SPH MEDIA FINANCIAL PERFORMANCE (CONT'D) oi FY2018 — 1H2021 circulation operating revenue ' (S$m) FY2018 FY2019 FY2020 1H2021 Circulation revenue has declined slightly; increase in digital circulation has off-set the decline in print circulation Source: Company information.
Slide 20: SPH Media Financial Performance (Cont'd)
SPH MEDIA FINANCIAL PERFORMANCE (CONT'D) oi FY2018 — 1H2021 operating revenue) FY2018 — 1H2021 profit before tax (5$m) ' (5$m) ' 98.7 ' 655.8 ‘ ‘ 576.9 ' 54.7 445.1 : ' 193.1 (39.5) ' FY2018 FY2019 FY2020 1H2021 FY2018 FY2019 FY2020” 1H2021") SPH Media has suffered worsening financial performance —
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