GPHL receives S$0.33 cash offer per share from company chairman

See the offer details for shareholders.

The board of directors of Global Premium Hotels Limited announced that Mr Koh Wee Meng, the Chairman and Non-Executive Director of the Company (Offeror), intends to make a voluntary unconditional cash offer for all the issued ordinary shares in the capital of the company at an offer price of S$0.33 in cash for each offer share.

Here's a part of the official announcement made via the Singapore Exchange:

The Board of Directors (the “Board”) of Global Premium Hotels Limited (“GPHL” or the “Company”) wishes to inform shareholders of the Company (“Shareholders”) that Mr Koh Wee Meng, the Chairman and Non-Executive Director of the Company (the “Offeror”), has today issued an announcement (the “Offer Announcement”) stating, inter alia, that:

The Offeror intends to make a voluntary unconditional cash offer (the “Offer”) for all the issued ordinary shares (“Shares”) in the capital of the Company other than those Shares already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror (the “Offer Shares”) in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore, and the Singapore Code on Take-overs and Mergers (the “Code”);

As at the date of the Offer Announcement (the “Offer Announcement Date”), the Offeror has a direct interest in 71,500,000 Shares, representing approximately 6.80
per cent. of the issued share capital of the Company, and through his interest in Fragrance Group Limited (“FGL”), a deemed interest in 550,000,000 Shares, representing approximately 52.28 per cent. of the issued share capital of the Company as at the Offer Announcement Date. In total, the Offeror’s aggregate interest in the Company amounts to 621,500,000 Shares (the “Existing Shares”), representing approximately 59.08 per cent. of the issued share capital of the Company as at the Offer Announcement Date;

The price for each Offer Share (the “Offer Price”) will be as follows: For each Offer Share: S$0.33 in cash.

The Offer will be extended to all new Shares (if any) unconditionally issued or to be issued pursuant to the valid vesting or release of any awards for new Shares granted under the Global Premium Hotels Performance Share Plan, which was approved and adopted by the Company on 23 March 2012. For the purposes of the Offer, the expression “Offer Shares” will include all such Shares;

The Offer Shares will be acquired (i) fully paid; (ii) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever; and (iii) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and hereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by the Company on or after the Offer Announcement Date. If any dividend, rights or other distribution is declared, made or paid by the Company on or after the Offer Announcement Date to a Shareholder who accepts or who has accepted the Offer and the Offeror is not entitled to receive such dividend, right or other distribution in full from the Company in respect of any of the Offer Shares tendered in acceptance of the Offer, the Offeror will reduce the Offer Price payable to such accepting Shareholder by the amount of such dividend, rights or other distribution;