GENERAL ANNOUNCEMENT::ANNOUNCEMENT

Issuer & Securities

Issuer/ Manager

SINGAPORE PRESS HOLDINGS LIMITED

Securities

SINGAPORE PRESS HLDGS LTD - SG1P66918738 - T39

Stapled Security

No

Announcement Details

Announcement Title

General Announcement

Date &Time of Broadcast

06-May-2021 10:26:00

Status

New

Announcement Sub Title

ANNOUNCEMENT

Announcement Reference

SG210506OTHRTW6T

Submitted By (Co./ Ind. Name)

Khor Siew Kim

Designation

Company Secretary

Description (Please provide a detailed description of the event in the box below)

The Announcement, Media Release and Analysts' Briefing are attached.

Attachments

Total size =3357K MB

Announcement.pdf

Media Release.pdf

Analyst Briefing.pdf

Page 1 of 1General Announcement::ANNOUNCEMENT

06/05/2021https://links.sgx.com/1.0.0/corporate-announcements/AYO9VPTD5YJANBTE/2d18a...

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SINGAPORE PRESS HOLDINGS LIMITED

(Registration No. 198402866E)

Incorporated in the Republic of Singapore

RESTRUCTURING OF THE MEDIA BUSINESS

1. Introduction

Singapore Press Holdings Limited (“SPH” or the “Company”, and together with its subsidiaries, the

“Group”) wishes to announce that SPH and SPH Media Holdings Pte Ltd (the “Media HoldCo”), a

wholly-owned subsidiary of SPH, have today entered into a business restructuring deed (the “BRD”)

to provide for the transfer of the media business of SPH (the “Media Business”) to the Media

HoldCo, and for SPH to make certain contributions to assist with the operation and maintenance of

the restructured Media Business (the “Proposed Restructuring”). It is intended for the Media

HoldCo to be transferred for nominal consideration (the “Transfer”) to a not for profit company

limited by guarantee (the “CLG”) on or prior to closing of the Proposed Restructuring (“Closing”).

2. Incorporation of the Media HoldCo, the Media OpCo and the PropCos

(a) In connection with the Proposed Restructuring, SPH had incorporated the Media HoldCo

with an issued and paid up share capital of S$1. The Media HoldCo was incorporated as

a wholly-owned subsidiary of SPH.

(b) The principal activity of the Media HoldCo is to acquire and hold the Media Business.

(c) Additionally:

(i) prior to the Transfer, the Media HoldCo will incorporate two wholly-owned

subsidiaries (collectively, the “PropCos”); and

(ii) prior to Closing, SPH will incorporate a wholly-owned subsidiary (the “Media

OpCo”).

3. Proposed Restructuring

3.1 Principal Terms

Under the BRD, the Media Business shall be restructured as follows:

(a) SPH agrees to transfer, and the Media HoldCo agrees to procure the Media OpCo to

accept the transfer of, the Media Business in accordance with the terms of the BRD;

(b) SPH agrees to transfer, or procure the transfer of (as may be applicable), and the Media

HoldCo agrees to accept the transfer of, the Target Shares (as defined below);

(c) subject to the approval of JTC Corporation, SPH agrees to procure Singapore News and

Publications Limited and Singapore Newspaper Services Private Limited (being the

respective lessees under the respective leases (the “Key Leases”) of the properties

located at 1000 Toa Payoh North, Singapore 318994 (the “News Centre”) and 2 Jurong

Port Road, Singapore 619088 (the “Print Centre”, and together with the News Centre, the

“Key Properties”)) to assign, and the Media HoldCo agrees to procure the PropCos to

2

accept the assignment of, the Key Leases1, subject to the terms and conditions of the

respective Key Leases; and

(d) SPH agrees to transfer, and the Media HoldCo agrees to accept the transfer of 23,446,659

units in SPH REIT (the “Relevant SPH REIT Units”) and 6,868,132 ordinary shares in SPH

(the “Relevant SPH Shares”). The Relevant SPH Shares are currently held as treasury

shares and will be transferred to the Media HoldCo for a nominal consideration. Further,

SPH shall ensure that the bank accounts of the Media HoldCo and/or the Wholly-owned

Target Companies (as defined below) have an aggregate minimum amount of S$80 million

in cash, as adjusted in accordance with the terms of the BRD and excluding any

government grants, (the “Minimum Cash Balance”) as at Closing.

3.2 The Media Business

The “Media Business” refers to the businesses of (a) publishing, printing and distributing

newspapers; (b) publishing and distributing magazines; (c) providing multimedia content and

services; (d) providing advertising services, including outdoor advertising services; (e) providing

radio broadcasting services; (f) providing online classifieds services; and (g) publishing and

distributing books carried on by SPH and its subsidiaries as at the date of the BRD, but excluding

certain agreed businesses.

The “Target Shares” means the issued share capital of the following companies (the “Target

Companies”) which are held directly or indirectly by SPH:

(a) the Media OpCo;

(b) New Beginnings Management Consulting (Shanghai) Company Limited;

(c) Singapore Press Holdings (Overseas) Limited;

(d) Straits Digital Innovation Co, Ltd;

(e) SPH (Americas) Pte Ltd;

(f) Focus Publishing Ltd;

(g) Red Anthill Ventures Pte Ltd.; and

(h) the Associated Companies.

The “Associated Companies” are the Target Companies in which SPH does not hold, directly or

indirectly, more than 50 per cent. of the shares, being:

(a) Target Media Culcreative Pte. Ltd.;

(b) Singapore Media Exchange Pte. Ltd.;

(c) AsiaOne Online Pte. Ltd.; and

(d) DC Frontiers Pte. Ltd.

1 Including the buildings situated within the Key Leases.

3

The “Wholly-owned Target Companies” refer to the Target Companies, but excluding the

Associated Companies.

3.3 SPH Contribution

To assist with the operation and maintenance of the restructured Media Business following Closing,

SPH shall contribute (i) the Target Shares, the Relevant SPH REIT Units and the Relevant SPH

Shares to the Media HoldCo, (ii) the Key Leases to the PropCos, and (iii) the Minimum Cash

Balance to the Media HoldCo and/or the Wholly-owned Target Companies, for nil or nominal

consideration (the “SPH Contribution”).

The value of the SPH Contribution is S$351.3 million (the “SPH Contribution Value”), based on

the following:

(a) the net asset value of the Target Shares of S$88.8 million, as at 28 February 2021, based

on the 1H 2021 Results (as defined below), and taking into account assumption of certain

liabilities, costs and expenses potentially arising in relation to the Proposed Restructuring;

(b) the market value of the Key Leases of S$147.0 million, as at 31 August 2020, based on

the valuation reports undertaken for the purposes of the audited accounts of Singapore

News and Publications Limited and Singapore Newspaper Services Private Limited for

FY2020 (as defined below)2;

(c) the net asset value of the Relevant SPH REIT Units of S$21.4 million, as at 28 February

2021, based on the 1H 2021 Results;

(d) the net asset value of the Relevant SPH Shares of S$14.1 million, as at 28 February 2021,

based on the 1H 2021 Results; and

(e) the Minimum Cash Balance of S$80 million (as adjusted in accordance with the terms of

the BRD).

The SPH Contribution Value, assuming the Key Leases were to be valued at net asset value as at

28 February 2021, is S$252.3 million.

The SPH Contribution was arrived at after considering various factors including the potential

funding requirements of the Media Business for a few years.

3.4 Conditions

Closing is conditional upon the satisfaction of the following conditions precedent: the obtaining of

certain third party consents (the “Third Party Consents CP”), the completion of a pre-Closing

restructuring of the Media Business, the passing at a general meeting of SPH of an ordinary

resolution to approve the Proposed Restructuring in accordance with the terms of the BRD, and

there being no Material Adverse Change (as defined below) since the date of the BRD (the “MAC

CP”). The Media HoldCo may waive the MAC CP but not any other condition precedent.

In order to satisfy the Third Party Consents CP, the following consents will need to be obtained:

2 The Company will undertake an updated valuation of the Key Leases for inclusion in the Circular (as defined below). The net asset value of the Key Leases as at 28 February 2021 is S$48.0 million.

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(a) the approval of JTC Corporation for the assignment of the Key Leases to the PropCos; and

(b) the approval of the Minister for Communications and Information and/or the Info-

communications Media Development Authority for the termination of the newspaper

permits, printing press licence and radio broadcasting licences held by SPH and SPH

Radio Private Limited, and for new newspaper permits, printing press licences and radio

broadcasting licences to be granted to the Media OpCo, and such other matters as may

be agreed between SPH and the Media HoldCo.

For the purposes of the MAC CP, “Material Adverse Change” means any change, event,

circumstance or effect that results in:

(a) a decrease in the aggregate net asset value (as at the date of Closing) of the Target

Companies of more than 25 per cent. from the aggregate net asset value as stated in the

proforma accounts as at 28 February 2021 (excluding the Minimum Cash Balance, any

government grants and the value of the Relevant SPH REIT Units and the Relevant SPH

Shares), but any such decrease shall disregard and exclude any depreciation of the Key

Properties; and

(b) a decrease in the aggregate revenue (as at the date of Closing and on a last twelve months

basis) of the Target Companies of more than 25 per cent. from the aggregate annual

revenue for the financial year ended 31 August 2020, as stated in the proforma accounts,

but such aggregate revenue shall disregard and exclude any revenue contribution from the

Associated Companies,

provided that any such decrease resulting from or attributable to general economic conditions,

conditions affecting the industry and market relating to the media industry generally or the passing

of, or any change in any law, rule, regulation or administrative practice of any government,

governmental department, agency or regulatory body shall not be capable of resulting in a Material

Adverse Change.

4. Rationale for the Proposed Restructuring

SPH believes that the Proposed Restructuring will be beneficial to the Group for the reasons set

out below:

(a) SPH’s operating revenue has halved in the past five years due largely to a decline in print

advertising and print subscription revenue. For the six months ended 28 February 2021,

the Media Business incurred a pre-tax loss of S$9.7 million, excluding the grant from the

Jobs Support Scheme. With the decline in advertising revenue expected to continue at a

similar pace to the last five years, the Media Business will continue to face severe financial

challenges.

(b) In a highly competitive media landscape, further investment will be needed to strengthen

the Media Business’ digital content creation and product development capabilities.

Investments take time to show results and the Media Business is likely to remain loss-

making in the immediate future.

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(c) SPH has undertaken strict cost management measures in recent years to mitigate the

effect of the declining advertising revenue. However, further cost cuts to reduce losses may

impair the Media Business’ ability to maintain quality journalism.

(d) A not-for-profit structure will allow the Media Business to seek funding from a range of

public and private sources with a shared interest in supporting quality journalism and

credible information. Under the Proposed Restructuring, the Media Business will gain the

resources to focus on transformation efforts and quality journalism, as well as to invest in

talent and new technology to strengthen its digital capabilities. This will ensure that the

public will continue to benefit from quality information and credible news from trusted media

titles and newsrooms, across different platforms and in vernacular languages.

(e) Following Closing, SPH will gain greater financial flexibility to tailor its capital and

shareholding structure to seize strategic growth opportunities across the other businesses

in order to maximise returns for shareholders.

5. Value of the SPH Contribution

(a) Based on the unaudited financial statements of the Group for the first half ended 28

February 2021 (the “1H 2021 Results”):

(i) the book value and the net tangible asset (“NTA”) value of the Target Shares as

at 28 February 2021 are S$88.8 million and S$88.4 million respectively, taking into

account assumption of certain liabilities, costs and expenses potentially arising in

relation to the Proposed Restructuring;

(ii) the book value and the NTA value of the Key Leases as at 28 February 2021 is

S$48.0 million;

(iii) the book value and the NTA value of the Relevant SPH REIT Units as at 28

February 2021 is S$21.4 million; and

(iv) the book value and the NTA value of the Relevant SPH Shares as at 28 February

2021 is S$14.1 million.

(b) Based on the volume-weighted average price for trades done on the SGX-ST on 5 May

2021, being the full market day immediately prior to the date of this announcement (the

“VWAP”):

(i) the latest available open market value of the Relevant SPH REIT Units is S$20.4

million; and

(ii) the latest available open market value of the Relevant SPH Shares is S$12.3

million.

(c) The Minimum Cash Balance is an aggregate minimum amount of S$80 million (as adjusted

in accordance with the terms of the BRD) in cash in the bank accounts of Media HoldCo

and/or the Wholly-owned Target Companies, as may be agreed by the Parties in writing

as at Closing. The Minimum Cash Balance will be funded by SPH from both internal and/or

external sources of funds.

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(d) Based on the 1H 2021 Results, the net profit attributable to the Media Business is S$3.1

million3.

(e) Based on the terms of the Proposed Restructuring and the 1H 2021 Results, the Group’s

loss after taxation attributable to shareholders after taking into consideration the SPH

Contribution and assumption of other liabilities in accordance with the terms of the BRD is

S$122.0 million.

6. Financial Effects of the Proposed Restructuring

6.1 General

(a) For illustrative purposes only, the financial effects of the Proposed Restructuring on the

Company as set out below are prepared based on the Group’s audited consolidated

financial statements for the financial year ended 31 August 2020 (“FY2020”) (being the

latest announced consolidated full-year financial statements of the Group) and subject to

the following key assumptions:

(i) the effect of the Proposed Restructuring on the Company’s NTA per share in the

capital of the Company (“Share”) is based on the assumption that the Proposed

Restructuring had been effected at the end of FY2020;

(ii) the effect of the Proposed Restructuring on the Company’s earnings per Share

(“EPS”) for FY2020 is based on the assumption that the Proposed Restructuring

had been effected at the beginning of FY2020;

(iii) the Media HoldCo is transferred to the CLG; and

(iv) the effect of the assumption of certain liabilities, costs and expenses potentially

arising from the Proposed Restructuring (i.e. the “Restructuring Adjustments”).

(b) The financial effects as set out below are theoretical in nature and are therefore not

necessarily indicative of the future financial position and earnings of the Company or the

Group.

6.2 Net Tangible Asset

Before the Proposed

Restructuring

After the Proposed

Restructuring

NTA (S$’000) 3,181,766 2,934,483

Number of Shares

(excluding treasury

shares) (‘000)

1,606,936 1,613,804

NTA per Share (S$) 1.98 1.82

3 Excluding the Jobs Support Scheme grant income, the net loss attributable to the Media Business would be S$9.7 million.

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6.3 Earnings per Share

Before the Proposed

Restructuring

After the Proposed

Restructuring

Profit after taxation

attributable to

shareholders

(S$’000), before

taking into account

the Restructuring

Adjustments

(83,676)(1) (72,312)

Profit after taxation

attributable to

shareholders

(S$’000), after taking

into account the

Restructuring

Adjustments

(83,676)(1) (298,605)

Distribution for

perpetual securities

(24,502) (24,502)

Weighted average

number of Shares

(excluding treasury

shares) (‘000)

1,609,414 1,616,282

EPS (S$), before

taking into account

the Restructuring

Adjustments

(0.07)(2) (0.06)

EPS (S$), after taking

into account the

Restructuring

Adjustments

(0.07)(2) (0.20)

Notes:

(1) Excluding the Jobs Support Scheme grant income attributable to the Media Business amounting to

S$28.1 million in FY2020, profit after taxation attributable to shareholders before the Proposed

Restructuring would have been a loss of S$111.8 million.

(2) Excluding the Jobs Support Scheme grant income attributable to the Media Business amounting to

S$28.1 million in FY2020, EPS before the Proposed Restructuring would have been a loss of S$0.08.

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7. Relative Figures

Based on the 1H 2021 Results, the relative figures in relation to the Proposed Restructuring

computed on the bases as set out in Rule 1006 of the Listing Manual of the Singapore Exchange

Securities Trading Limited (the “Listing Manual”) are as follows:

Rule

1006 Bases

Relative Figures

(%)

(a) Net asset value of the assets to be disposed of, compared with

net asset value of the Group(1) 6.6

(b) Net profits attributable to the assets disposed of, compared with

net profits of the Group(2) 2.3

(c)

Aggregate value of the consideration given or received(3),

compared with the Company’s market capitalisation based on

the total number of Shares excluding treasury shares and

management shares(4)

12.3

(d)

Number of equity securities issued by the Company as

consideration for an acquisition, compared with the number of

equity securities previously in issue(5)

0.4

(e)

Aggregate value or amount of proved or probable reserves to

be disposed of, compared with the aggregate of the Group’s

proved and probable reserves(6)

Not applicable

Notes:

(1) The net asset value of the assets to be disposed of is calculated based on the sum of the net asset

values of the Target Shares, the Key Leases, the Relevant SPH REIT Units, and the Minimum Cash

Balance.

(2) The net profits attributable to the assets disposed of is calculated based on the net profit attributable

to the Media Business.

(3) The aggregate value of the consideration given is the SPH Contribution Value, assuming market

value of the Key Leases as at 31 August 2020.

(4) The market capitalisation of the Company of approximately S$2,850.4 million was determined by

multiplying 1,591,512,137 Shares (excluding treasury shares and management shares) of the

Company by the volume-weighted average market price of approximately S$1.791 per Share as at

the market day immediately preceding the date of this announcement.

(5) Notwithstanding that the Proposed Restructuring does not involve an acquisition, in the interests of

full disclosure, the relative figure under Rule 1006(d) of the Listing Manual has been calculated based

on the number of Relevant SPH Shares.

(6) Rule 1006(e) of the Listing Manual is not applicable as the Company is not a mineral, oil or gas

company.

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Notwithstanding that none of the relative figures above exceed 20 per cent., as the Proposed

Restructuring would result in a change in the principal business of the Company it is subject to the

approval of the shareholders of the Company at an extraordinary general meeting (“EGM”) to be

convened. A circular (the “Circular”) setting out the relevant information on the Proposed

Restructuring, together with a notice of the EGM to be convened, will be despatched to the

shareholders in due course.

8. Financial Advisor to SPH

SPH has appointed Credit Suisse (Singapore) Limited as its Financial Advisor in relation to the

Proposed Restructuring, and in relation to its strategic review to consider options for its various

businesses4.

9. Financial Advice to the Board of Directors on the Proposed Restructuring

SPH has appointed Evercore Asia (Singapore) Pte Ltd (“Evercore”) to advise the board of directors

of the Company as to whether the Proposed Restructuring is, from a financial point of view, in the

overall interest of the Company and its shareholders.

Full details of the Proposed Restructuring, including the recommendation of the directors of SPH

along with the advice of Evercore, will be included in the Circular.

10. Newspaper and Printing Presses Act

It is envisaged that following Closing, the provisions of the Newspaper and Printing Presses Act,

Chapter 206 of Singapore (“NPPA”) would no longer apply to SPH. Prior to Closing, shareholders

should note that under the NPPA no person shall, without the approval of the Minister:

(a) become a substantial shareholder of SPH; or

(b) enter into any agreement or arrangement (whether oral or in writing, express or implied) to

act together with any other person with respect to the acquisition, holding or the exercise

of rights in relation to, in aggregate more than 5 per cent. of the Shares.

In the event that shareholders wish to deal in the Shares, they should seek their own professional

advice and consult with their own stockbrokers.

11. Interests of Directors and Controlling Shareholders

None of the directors of SPH has any interest, direct or indirect, in the Proposed Restructuring,

other than through their shareholding in SPH (if any). SPH has no controlling shareholders.

12. Directors’ Service Contracts

No person is proposed to be appointed as a director of the Company in connection with the

Proposed Restructuring. Accordingly, no service contract is proposed to be entered into between

the Company and any such person.

4 As announced by SPH on 30 March 2021.

10

Issued by Singapore Press Holdings Limited

6 May 2021

1

Media Release

SPH to restructure media business into not-for-profit entity

Listed company model no longer financially sustainable for SPH Media

Access to additional sources of funding as a not-for-profit will support SPH Media in providing quality journalism

Lifting of regulatory restrictions on SPH will unlock value for shareholders

Singapore, 6 May 2021 --- As part of the Strategic Review announced on 30 March

2021, Singapore Press Holdings Limited (“SPH”) said today that it will be transferring its

media business to a not-for-profit entity amidst the ongoing challenge of falling

advertising revenue.

The exercise involves transferring the entire media-related businesses of SPH including

relevant subsidiaries, relevant employees, News Centre and Print Centre along with

their respective leaseholds, as well as all related intellectual property and information

technology assets to a newly incorporated wholly-owned subsidiary, SPH Media

Holdings Pte Ltd (“SPH Media”).

SPH will provide the initial resources and funding by capitalising SPH Media with a cash

injection of $80 million, $30 million worth of SPH shares and SPH REIT units1, as well

as SPH’s stakes in four of its digital media investments.

Under the restructuring proposal, SPH Media will eventually be transferred to a not-for-

profit entity for a nominal sum. The not-for-profit entity will be a newly formed public

company limited by guarantee (“CLG”). More information about the CLG will be

announced in due course.

After the transfer of SPH Media to the CLG, SPH will no longer be subject to

shareholder and other relevant restrictions under the Newspaper and Printing Presses

Act (“NPPA”).

2

Rationale

The media industry has faced unprecedented disruption in recent years. SPH’s

operating revenue has halved in the past five years due largely to a decline in print

advertising and print subscription revenue.

SPH’s media business has since fallen into the red. It recorded its first-ever loss of

$11.4 million for the financial year ended 31 August 2020. If not for the Jobs Support

Scheme (JSS), the loss would have been a deeper $39.5 million. For the six months

ended 28 February 2021, pre-tax profit before tax fell 71% to $3.1 million compared to

the same period last year. Again, if not for the JSS grant, the media business would

have incurred a pre-tax loss of $9.7 million.

Even with the resumption of business activities post-lockdown, the decline in advertising

revenue is expected to continue at a similar pace to the last five years.

Over the past 5 years, SPH increased its spending in technology, product development

and data analytics talent by 48%, to more than $20 million a year and invested $35

million in digital content and audience development talent in the newsrooms. Beyond

manpower, SPH also increased spending on new consumer-facing digital platforms and

products, averaging more than $20 million a year over the past 5 years.

Due to this digital transformation effort, SPH’s average monthly unique audience across

all SPH titles over the past two years has nearly doubled to a record 28 million. Digital

circulation has surpassed print circulation.

However, digital subscription and digital advertising have been unable to offset the

decline in print advertising and print circulation revenues. As a result, the losses of the

media business are likely to continue and widen. In a highly competitive media

landscape, further investment will be needed to strengthen digital content creation and

product development capabilities. These investments will take more time to show

results.

SPH has undertaken strict cost management measures in recent years to mitigate the

effect of the declining advertising revenue. However, there is little scope for further cost

cuts without impairing its ability to maintain quality journalism.

SPH’s media business plays a critical function in Singapore with the provision of quality

news and information to the public, in particular in the vernacular languages. Given this

public role, winding up the media business or selling it off are not feasible options.

3

However, remaining part of a publicly listed company where it is subject to expectations

from shareholders of profitability and regular dividends is no longer a sustainable

business model. Hence, a not-for-profit structure that allows SPH Media to seek funding

from a range of public and private sources with a shared interest in supporting quality

journalism and credible information is the optimal solution.

Not-for-profit model

SPH approached the Ministry of Communications and Information (“MCI”) with a

restructuring proposal to put the media business on a long-term sustainable financial

footing.

While such a model may be unfamiliar in Singapore, many news organisations overseas

are operating under these funding structures. These include the Guardian in the United

Kingdom that has been controlled by the Scott Trust since 1936 and the Tampa Bay

Times in the United States that is owned by the non-profit Poynter Institute.

Taking the interests of staff, shareholders, business partners together with the

Singapore community as a whole, structuring SPH’s media business as a not-for-profit

entity is the best and most appropriate option for these stakeholders.

Looking ahead

Dr Lee Boon Yang, Chairman of SPH said, “With the resources that SPH is providing

upfront and the prospects for public-private partnership funding going forward, we

anticipate that SPH Media will have a more sustainable financial future. It will have the

resources to focus on transformation efforts and quality journalism, as well as to invest

in talent and new technology to strengthen its digital capabilities. This will ensure that

the public will continue to benefit from quality information and credible news from

trusted media titles and newsrooms, across different platforms and in vernacular

languages.”

With the removal of the NPPA restrictions after the restructuring of the media business,

Dr Lee concluded, “The exercise will give SPH greater financial flexibility to tailor its

capital and shareholding structure to seize strategic growth opportunities across the

other businesses in order to maximise returns for shareholders.”

4

Conditions to the Proposed Restructuring

The transfer of the media assets to the CLG is subject to SPH’s shareholders’ approval

at an extraordinary general meeting to be convened at a later date (“the EGM

Approval”).

MCI which regulates SPH under the NPPA, has indicated its support for this

restructuring. MCI has also given its in-principle approval for the shareholding and other

relevant restrictions under the NPPA provisions to be lifted from SPH upon the closing

of the proposed restructuring.

Shareholders should note that under the Newspaper and Printing Presses Act, Chapter

206 of Singapore no person shall, without the approval of the Minister:

(i) become a substantial shareholder of SPH; or

(ii) enter into any agreement or arrangement (whether oral or in writing, express or

implied) to act together with any other person with respect to the acquisition, holding or

the exercise of rights in relation to, in aggregate more than 5% of the Shares.

In the event that shareholders wish to deal in the Shares, they should seek their own

professional advice and consult with their own stockbrokers.

Financial Effects of the Proposed Restructuring

FY2020

Before Proposed

Restructuring

After Proposed

Restructuring

Net tangible assets per share $1.98 $1.82

Earnings per share after

restructuring adjustments

($0.07)

($0.20)

Credit Suisse (Singapore) Limited and Allen & Gledhill LLP have been appointed as

financial advisors and legal advisors to SPH.

--- Ends ---

1 Based on 5-day volume weighted average price (VWAP) prior to the Strategic Review announcement

on 30 March, 2021

5

Issued by Singapore Press Holdings Ltd

Co. Regn. No. 198402868E

For more information, please contact:

Ms Lee Su Shyan Mr Tok Chong Yap

Head Tulchan Communications LLP

Corporate Communications & CSR Tel: 6222 3765

Singapore Press Holdings Mobile: 9787 5111

DID: 6319 1216 Email: sph@tulchangroup.com

Mobile: 9767 6201

Email: sushyan@sph.com.sg

About Singapore Press Holdings Ltd

Incorporated in 1984, main board-listed Singapore Press Holdings Ltd (SPH) is Asia's leading

media organisation, engaging minds and enriching lives across multiple languages and

platforms. SPH's core business is in the publishing of newspapers, magazines and books in

both print and digital editions. It also owns other digital products, online classifieds, radio

stations and outdoor media.

On the property front, SPH owns 66% in SPH REIT whose portfolio comprises three properties

in Singapore, namely Paragon, The Clementi Mall and The Rail Mall. In Australia, SPH REIT

holds an 85% stake in Figtree Grove Shopping Centre and a 50% stake in Westfield Marion

Shopping Centre. SPH also owns and operates The Seletar Mall and is developing an

integrated development consisting of The Woodleigh Residences and The Woodleigh Mall. It is

also an owner, manager and developer of a portfolio of Purpose-Built Student Accommodation

(PBSA) in the United Kingdom and Germany. It currently operates two distinctive brands,

Student Castle and Capitol Students.

SPH is in the aged care sector in Singapore and Japan, and owns Orange Valley, one of

Singapore's largest private nursing homes. It also invested in the education and events

business.

For more information, please visit www.sph.com.sg.

Facebook: facebook.com/officialsph/

Instagram: @singaporepressholdings

LinkedIn: linkedin.com/company/singapore-press-holdings/

YouTube: Singapore Press Holdings

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