Update on Proposed Privatization 27 October 2017
Overview of Proposed Privatization Proposed Scheme is the result of the rigorous and independent Strategic Review process Scheme of Arrangement (“Scheme”) for all the issued and paid-up ordinary TRANSACTION shares of GLP (excluding treasury shares) with the intention to delist and STRUCTURE privatize GLP Nesta Investment Holdings Limited (“the Offeror”) is owned by leading investment companies with a global capital investor base. Each member of the OFFEROR consortium understands the different elements of the logistics ecosystem. S$3.38 per share in cash SCHEME CONSIDERATION Expected date for payment 1 : By 19 January 2018 Note: 1. Payment of the Scheme Consideration to be within seven (7) Business Days from the date the Scheme becomes effective. You should note that the expected date for payment of the Scheme Consideration is 2 indicative only and may be subject to change. Please refer to future announcement(s) by the Company for the exact dates of these events.
Background of the Strategic Review • Request received from GLP’s largest shareholder, GIC Real Estate Private Limited • A Special Committee comprising four independent directors was constituted to oversee the Strategic Review, with a focus on maximizing shareholder value and execution certainty • Directors who were conflicted or potentially • GLP received firm proposals from conflicted recused themselves from discussions and decisions relating to the Strategic Review shortlisted bidders for final evaluation Announcement of Strategic Review Submission Deadline for Firm Proposals 1 Dec 2016 30 Jun 2017 3 Feb 2017 14 Jul 2017 Receipt of Non-Binding Proposals Conclusion of Strategic Review • GLP received non-binding proposals • After final evaluation, Nesta Investment from several parties for evaluation Holdings Limited was selected as the preferred bidder • Shortlisted parties invited to conduct due diligence 3
Recommendation • The Independent Financial Adviser (“IFA”) has advised that the Scheme Consideration is FAIR and REASONABLE from a financial point of view • The Independent Directors unanimously recommend that shareholders VOTE IN FAVOR of the Scheme Independent Financial Adviser’s Advice 1 Independent Directors’ Recommendation 1 Evercore has been appointed as IFA. An extract from the IFA An extract of the recommendations from the Independent Directors of the Company is set out below: letter is set out below: “…we are of the opinion that as of the IFA Reference “The Independent Directors, having considered carefully Date, from a financial point of view, the Scheme the terms of the Scheme and the advice given by the IFA in Consideration is FAIR AND REASONABLE . the IFA Letter, concur with the recommendation of the IFA Accordingly, we advise the Independent Directors to in respect of the Scheme. Accordingly, the Independent recommend Shareholders to VOTE IN FAVOR of the Directors recommend that Shareholders VOTE IN FAVOR Scheme.” of the Scheme at the Scheme Meeting.” Note: 1. It is important that the extracts of the Independent Financial Adviser’s Advice and the Independent Directors’ Recommendation are read together with and in the context of the IFA Letter in full and the Letter to Shareholders in full. You are advised against relying solely on these extracts 4
Rationale for Selection of the Offeror as the Preferred Bidder Price certainty at significant premiums to 1 historical prices Greater degree of deal certainty due to the 2 KEY RATIONALE limited conditionality of the Scheme Likely to be completed within a defined 3 timeframe which would reduce execution risk 5
Price Certainty 1 Scheme Consideration = S$3.38 for each share 22% 8% 67% 81% 76% 64% 25% 30% 72% S$3.13 S$2.78 S$2.70 S$2.60 S$2.06 S$2.02 S$1.96 S$1.92 S$1.87 12 month 6 month 3 month 1 month Undisturbed Last full day All-time high Analyst target NAV per share 1 1 1 3 VWAP 1 VWAP VWAP VWAP price 1 traded price 2 closing price prices as of 30 Jun 2017 Source: Bloomberg Note: 1. Closing price as of 30 November 2016, which is the last trading day immediately before 1 December 2016, being the date on which the Company released the announcement in respect of the undertaking of the independent strategic review. The VWAPs are with reference to the relevant periods up to and including 30 November 2016 2. Closing price as of 12 July 2017 3. Average analyst 12-month target price as of 12 July 2017, based on analyst recommendations updated over the prior 3 months. Target price range is S$1.72 – S$3.06. (Source: Bloomberg) 6
Deal Certainty 2 DEAL CERTAINTY due to limited conditionality of the bid The Scheme is not conditional on: Antitrust Approvals 1 CFIUS Approval 1 Third Party Consents 2 Fund Management Consents 2 Note: 1. As defined in the Joint Announcement 7 2. As defined in the Implementation Agreement
Defined Timeline 3 COMPLETION WITHIN A DEFINED TIMEFRAME INDICATIVE TIMELINE reduces execution risk Oct – Nov 2017 Jul – Sep 2017 Dec 2017 – Jan 2018 14 July 6 October If approved by shareholders • SGX approval for delisting 1 • Joint Announcement of 12 December 2 Scheme of Arrangement 27 October • Expected Court hearing date to 2 August • Despatch of Scheme sanction the Scheme • Appointment of Document 10 January 2.3 Evercore as IFA 30 November • Expected Effective Date • Scheme Meeting By 19 January 2,3 • Expected date for payment Scheme is expected to be effective on 10 January 2018, well ahead of the long-stop date of 14 April 2018 Note: 1. The SGX approval for delisting is not to be taken as an indication of the merits of the Scheme, the delisting of GLP from the Official List of the SGX-ST, GLP, its subsidiaries and/or their securities 2. Dates are indicative and subject to change. Actual dates will be announced by GLP in due course 3. Assuming that all other Scheme conditions are satisfied (or, where applicable, waived) 8
Shareholder Approval The Scheme is subject to, inter alia, approval from Shareholders and the Court. TWO conditions must be met for the Scheme to be approved by Shareholders at the Scheme Meeting. “HEAD-COUNT” CONDITION “SHARE-COUNT” CONDITION ≥75 % >50% Of the total number of Shareholders Of the total number of Shares voted present and voting in person or by Shareholders present and voting by proxy at the Scheme Meeting, in person or by proxy at the more than 50% in number must vote Scheme Meeting, at least 75% in value to approve the Scheme must be voted to approve the Scheme STRONG CORE PORTFOLIO IRREVOCABLE UNDERTAKING GIC, as the Company’s single largest shareholder with a 36.84% interest, has provided an irrevocable undertaking to the Offeror to vote in favor of the Scheme 9
Appendix: Corporate Governance Deal Governance Fair and Transparent Process • Special Committee, comprising four independent • All bidders were provided with directors, was constituted to oversee the Strategic management information sessions and Review process, and ensure that the due diligence equal access to the same virtual and process was in compliance with industry guidelines physical data rooms and best practices • All proposals were assessed on the • Process was guided by Allen & Gledhill, external same criteria of maximizing value to legal counsel, and J.P. Morgan, financial adviser, to shareholders, deal certainty and level of ensure compliance with the Singapore Code on Take- execution risk Overs and Mergers • Any person deemed to have a conflict of interest recused themselves from any decisions relating to the Strategic Review Key Considerations 1 3 2 Completion within a Price certainty Deal certainty defined timeframe 10
Appendix: Nesta Consortium Members Nesta Investment Holdings Limited is owned by leading investment companies with a global capital investor base. Each member of the consortium understands the different elements of the logistics ecosystem. HOPU Hillhouse Capital SMG (21.3%) (21.2%) (21.2%) BOCGI Vanke (15.0%) (21.4%) It is anticipated that each Consortium member will hold a direct stake in the limited partnership interests in Nesta Investment Holdings, L.P. and a corresponding direct stake in the Class A ordinary shares of Nesta Investment Holdings GenPar Limited in the depicted proportions at the closing of the Acquisition. Refer to the Joint Announcement for more details 11
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