Announcement - share Purchase Agreement On Proposed Acquisition of Certain Magazine Titles;marks and Names And the Whole of The Issued Share Capital Of Blu inc Holdings (s) pte ltd;blu inc Media pte ltd;blu inc Publishing (s) pte Ltd;blu Inc Ventures Pte
ANNOUNCEMENT - SHARE PURCHASE AGREEMENT ON PROPOSED ACQUISITION OF CERTAIN MAGAZINE TITLES, MARKS AND NAMES AND THE WHOLE OF THE ISSUED SHARE CAPITAL OF BLU INC HOLDINGS (S) PTE LTD, BLU INC MEDIA PTE LTD, BLU INC PUBLISHING (S) PTE LTD, BLU INC VENTURES PTE LTD AND MAGAZINES INCORPORATED PTE LTD (THE "PROPOSED ACQUISITION")
ANNOUNCEMENT TO THE SINGAPORE EXCHANGE LTD
The Board of Directors of Singapore Press Holdings Limited (the "Company") wishes to announce that SPH Magazines Pte. Ltd. ("SPHM"), a wholly-owned subsidiary of The Straits Times Press (1975) Limited which is 100%-owned subsidiary of the Company, has entered into a share purchase agreement on 8 June 2004 (the "Share Purchase Agreement") with Blu Inc Group Limited ("BIGL") pursuant to which SPHM agrees, subject to the satisfaction of certain conditions, to acquire from BIGL:
a) all magazine titles, trade names and marks owned by BIGL including Female, NuYou, Peak and Torque (collectively, the "Specified Marks")
- (i) 5,000,000 ordinary shares of S$1.00 each constituting the entire issued share capital of Blu Inc Holdings (S) Pte Ltd;
(ii) 300,000 ordinary shares of S$1.00 each constituting the entire issued share capital of Blu Inc Media Pte Ltd;
(iii) 2 ordinary shares of S$1.00 each constituting the entire issued share capital of Blu Inc Publishing (S) Pte Ltd;
(v) 1,000,002 ordinary shares of S$1.00 each constituting the entire issued share capital of Magazines Incorporated Pte Ltd.
Rationale for the Proposed Acquisition
Since September 2003, SPHM has embarked on its regional expansion strategy, launching its flagship title "Her World" through joint-ventures in Malaysia (October 2003), Thailand (March 2004) and People's Republic of China (May 2004). The proposed acquisition will allow SPHM to pursue further opportunities in the regional magazine market by leveraging on Blu Inc's established presence in North and South East Asia where it publishes renowned and notable magazine titles. The proposed acquisition brings SPHM closer to realising its ambition in becoming a major magazine publisher in the region.
The aggregate consideration (the "Aggregate Consideration") for the Proposed Acquisition is S$32.90m, and was arrived at following negotiations on a willing buyer, willing seller basis. The Aggregate Consideration is payable in cash.
A deposit equivalent to 10% of the Aggregate Consideration S$3.29m was paid to BIGL today pending completion of the Proposed Acquisition.
Completion Date and Conditions Precedent
The scheduled date of completion of the Proposed Acquisition is on or around 16 September 2004 (the "Completion Date"), or such other date as may be agreed in writing by SPHM and BIGL.
The Share Purchase Agreement is conditional upon the passing at a general meeting of BIGL of a resolution of BIGL's shareholders to approve the sale of the Shares and the Specified Marks on the terms and conditions of the Share Purchase Agreement.
If the above condition is not fulfilled by the Completion Date, the Share Purchase Agreement shall lapse and become null and void.
Financial Effects of the Proposed Acquisition
The Proposed Acquisition is fully funded by internal resources.
The Proposed Acquisition is not expected to have any material impact on the net tangible assets per share or earnings per share of the Company for the current financial year ending on 31 August 2004.
None of the directors of the Company has any interest, direct or indirect, in this Proposed Acquisition.
8 June 2004
Submitted by Khor Siew Kim, Assistant Company Secretaryon 08/06/2004to the SGX