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 Press
Holdings Limited (“SPH” or the “Company”) wishes to announce that it has today entered
into a sale and purchase agreement (the “Agreement”) with JDB Investment (BVI) Inc., Goh
Cher 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 Company
has 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 and
Quotz. Pte. Ltd. (a subsidiary of SGCM), certain trademarks and other intellectual property
rights.
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 in
SCMC Pte. Ltd. (“SCMC”). SGCM owns and operates vehicle online classifieds sites, while
Quotz is a car auction platform, CHM performs online marketing and SCMC is a service
provider for car loans, insurance and settlement services.
The maximum aggregate consideration payable by the Company under the Agreement is
S$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 existing
assets, intellectual property rights, goodwill, financial position and business prospects of
SGCM. The consideration will be payable wholly in cash.
The transaction is not expected to have a material effect on the net tangible assets or
earnings 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 or
indirect, in the above transaction.
Submitted by:
Ginney Lim May Ling
Group Company Secretary
1 April 2013