Ernst & Young Corporate Finance in its capacity as the independent financial advisor (IFA) advising Great Eastern’s delisting, is of the opinion that the terms of the offer are fair and reasonable, according to the circular to shareholders on June 9.
The IFA has advised the independent directors to recommend to shareholders to vote in favour at the upcoming EGM on July 8, 2025.
Accordingly, the independent directors of Great Eastern have also recommended that shareholders accept the exit offer and vote in favour of the delisting.
Great Eastern Holdings announced plans to delist its shares with a $0.9 billion conditional exit offer at $30.15 per share for the 6.28% GEH shares it does not own on June 6.
Trading in GEH shares was suspended on July 15 2024 after the insurer’s free float fell below 10%. GEH shareholders who have not been able to sell their shares for the past 11 months will now have an opportunity to do so via the exit offer. The independent financial adviser, Ernst and Young, has opined that the exit offer is fair and reasonable.
If delisting cannot be achieved, GEH will proceed to seek shareholders’ approval on a second proposal to restore the free float.
The 1-for-1 bonus issue resolution comprises new ordinary shares (Bonus Shares), which will be listed and carry voting rights, and newly-created 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. OCBC will be able to vote on the bonus issue resolution.
All GEH shareholders will receive the Bonus Shares unless they elect to receive the Class C Non-Voting Shares.
OCBC intends to vote in favour of the bonus issue resolution and at the request of GEH, will opt to receive Class C Non-Voting Shares. By doing so, OCBC will dilute its own shareholding of voting shares in GEH to 88.19% and will help GEH to restore free float and allow trading to resume.
