OCBC’s exit offer will require at least 75% of the total number of issued shares held by GEH’s shareholders to vote in favour of a delisting resolution that GEH will table at an extraordinary general meeting (EGM) to be convened.
If the delisting resolution is passed, GEH will be removed from Singapore Exchange’s (SGX) Mainboard.
Otherwise, the exit offer will lapse. In that instance, GEH will proceed to propose a 1-for-1 bonus issue resolution to satisfy the free float requirement. Under this resolution, new ordinary shares will be listed and carry voting rights. GEH will also create Class C non-voting shares which will not be listed and have no voting rights. Both classes of shares will be issued at no consideration from shareholders and will be entitled to the same dividends.
Trading in GEH shares were suspended on July 15, 2024, when the company’s free float fell below the regulatory 10%.
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GEH has been granted five extensions by the Singapore Exchange Securities Trading Limited (SGX-ST) to restore its public float.
On Aug 2, 2024, GEH said it was granted an extension till Oct 23, 2024, to explore options to restore its public float.
On Oct 21, 2024, the company said the SGX-ST had extended its deadline till Jan 24 this year.
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On Jan 24, GEH was given a further extension till May 25. On May 23, GEH said it was given a further extension of two weeks till June 8 to announce the finalised proposal.
In a LinkedIn post on June 7, Robson Lee, director of legal solutions LLC at Kennedys Law, notes that OCBC's long-term goal is to take GEH private. As such, even if the trading suspension of GEH's shares is lifted, this would appear to be "just a temporary stop gap measure".
"OCBC will have enhanced voting rights in any subsequent exit offer in the event it converts all its Class C shares to ordinary shares."
