Acquisition ofsgcm1april2013

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Acquisition ofsgcm1april2013

  1. 1. SINGAPORE PRESS HOLDINGS LIMITED (Registration No. 198402866E) Incorporated in the Republic of Singapore ACQUISITION OF SGCM PTE. LTD.Pursuant to Rule 704(17)(c) of the Listing Manual, the Board of Directors of Singapore PressHoldings Limited (“SPH” or the “Company”) wishes to announce that it has today enteredinto a sale and purchase agreement (the “Agreement”) with JDB Investment (BVI) Inc., GohCher Ngann, Ong Poh Huat (Wang Baofa), Seah Hon Hui, Tan Jinglun and Tan Boon Kiat,Vincent (Chen Wenjie, Vincent) (together, the “Vendors”), pursuant to which the Companyhas agreed to purchase (i) from the Vendors, all of the issued shares of SGCM Pte. Ltd.(“SGCM”) (comprising an aggregate of 100,000 ordinary shares), and (ii) from SGCM andQuotz. Pte. Ltd. (a subsidiary of SGCM), certain trademarks and other intellectual propertyrights.SGCM holds (or will hold on completion) 100% of the shares in Quotz Pte. Ltd. (“Quotz”),45% of the shares in Conversion Hub Marketing Pte. Ltd. (“CHM”) and 30% of the shares inSCMC Pte. Ltd. (“SCMC”). SGCM owns and operates vehicle online classifieds sites, whileQuotz is a car auction platform, CHM performs online marketing and SCMC is a serviceprovider for car loans, insurance and settlement services.The maximum aggregate consideration payable by the Company under the Agreement isS$60,000,000 and was arrived at following arm’s length negotiations on a willing-buyer,willing-seller basis and taking into account, inter alia, various factors such as the existingassets, intellectual property rights, goodwill, financial position and business prospects ofSGCM. The consideration will be payable wholly in cash.The transaction is not expected to have a material effect on the net tangible assets orearnings per share of the SPH Group for the financial year ending 31 August 2013.None of the Directors or controlling shareholder of the Company has any interests, direct orindirect, in the above transaction.Submitted by:Ginney Lim May LingGroup Company Secretary1 April 2013

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