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Great Eastern
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Great Eastern Holdings Limited
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spore1
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13-Jul-2025 12:27
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Failed to GO. XR 22ns July. Once resume trading price likely fall below 13.00 . (26/2). Pls dyodd | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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kepoh88
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11-Jul-2025 22:34
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Big applause to GE sharehoders.. Reject the leech . Dont allow low ball takeover. unlike what happen to PSC(Hanwell ) and many more liested company in the past. Strange SGX allow some unfair practice.. Some rich people buy into a company with intention of privatise it , look at the guy , so may ompany he went in not to grow the company and but to privatise with very lo cutting troat price and move to another company and do the same, is it legal and fair practice accorance to SGX listing? |
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moonsun
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11-Jul-2025 22:11
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No doubt related.. everyone moved on..
Helen move out? hmmm |
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gnail23
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11-Jul-2025 22:08
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OCBC Helen step down so soon after the failed GE delisting.... Hmmmm....... | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Joelton
Supreme |
11-Jul-2025 12:24
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Great Eastern offer: It&rsquo s time for everyone to move on
Both the bank and the insurer are facing pressing business and operational challenges, so it&rsquo s time for them to address business at hand
IT WAS undeniably an attractive offer of S$30.15 that OCBC was making for each share in Great Eastern. Even the independent financial adviser called it &ldquo fair and reasonable&rdquo &ndash compared to the &ldquo not fair but reasonable&rdquo billing for the S$25.60 offer in May last year.
But a delisting vote needed to pass before the offer would be paid out.
Close to 30 million Great Eastern shares were not held by OCBC. Three quarters of those shares needed to be cast in favour of delisting.
Mathematically, the writing was on the wall: Several shareholders had opposed any form of a deal, and they held shares that accounted for just over 25 per cent of those 30 million shares. As long as they voted against the delisting, there was no hope of the vote succeeding.
And that was how things turned out. Shareholders holding 63 per cent of the shares wanted the delisting. But because a handful of shareholders held millions of shares, the 75 per cent threshold of &ldquo yes&rdquo could not be achieved. It is why the S$30.15 exit offer evaporated faster than ice in a hot pan.
In any case, the contingency had already been planned for, with the ingenious plan for Great Eastern to issue bonus shares to all shareholders. Shareholders can elect for the Class C bonus shares which do not carry voting rights, but are entitled to the economic interest. (*see amendment note)
Assuming only OCBC takes up these Class C shares, it would have held a 93.72 per cent stake in Great Eastern. For public-float purposes, however, it would be diluted down to 88.19 per cent. This would have taken the public float beyond 10 per cent, so shares of Great Eastern would resume trading.
Taking full control of Great Eastern was an objective that made business sense. It enabled OCBC to strengthen its business pillars of banking, wealth management and insurance, while optimising its capital to enhance shareholder returns.
But it has been a protracted exercise, consuming the board&rsquo s time and energy. On the plus side, OCBC is on the way towards restoring Great Eastern&rsquo s free float, while retaining a higher economic interest &ndash all this without having to fork out additional dollars.
As an aside, if all the some 30 million shares had been cast in favour of the delisting, the bank would have shelled out S$900 million on the offer -&ndash arguably not the best use of its capital.
So, as an outcome, it is good enough. For the bank which embarked on this exercise to optimise its corporate structure, its 125,000 shareholders need things to move on. There are, after all, pressing business and operational challenges, given US President Donald Trump&rsquo s tariffs and the lower interest rate environment.
Equally for Great Eastern, the insurance industry is facing headwinds as yields fall while healthcare costs rise, so &ndash whether listed or suspended &ndash the insurer has a business to run and policyholders to manage.
For those minority shareholders who have held out so long and were finally ready to bite the bullet, it is a disappointing outcome. But they should avoid cutting off their nose to spite their face by taking up the Class C shares in case it prevents the free float from rising to 10 per cent. While they would get their dividends in that scenario, they would still be shareholders of a suspended stock. How things pan out in that situation looks more uncertain. If trading resumes, at least there is a market to exit, even if the price is unlikely to achieve the offer price.
What minority shareholders will have to accept, as with many deals, is that there is seldom a perfect outcome that satisfies everyone, and that most times, there is no second bite of the cherry.
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MrBear12
Supreme |
10-Jul-2025 08:39
Yells: "Cast all our anxieties on Jesus for He cares for us" |
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If not in need of money, keep like the wongs, your descendants will bless you.
Trade with descendants blessings
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domperrier
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10-Jul-2025 08:05
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I ran off with a 46% ROI close to the takeover price + 3 dividends so am sitting pretty happily waiting & watching. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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MrBear12
Supreme |
10-Jul-2025 07:19
Yells: "Cast all our anxieties on Jesus for He cares for us" |
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I think the offer is Good. But shareholders believe the market value is much more. So let the market pay for a higher price if it really is so Trade with true market values. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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domperrier
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10-Jul-2025 06:59
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Stingy OCBC chose to nickle & dime the minority shareholders of GEH & now has to pay the price of a falling stock trading significantly lower than what they paid to raise their stake from 88% - 93%! Karma for mean-spirited management! 
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Rocket888
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09-Jul-2025 20:14
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good. rocket ready | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Joelton
Supreme |
09-Jul-2025 10:12
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Great Eastern set to resume trading after delisting vote fails
Another resolution, which included a one-for-one bonus issue resolution, is passed which allows insurer to satisfy the free-float requirement
[SINGAPORE] Great Eastern Holdings (GEH) is set to resume trading after a vote for a delisting resolution fell through at its extraordinary general meeting (EGM) on Tuesday (Jul 8).
Some 63.49 per cent of minority shareholders present and voting at the EGM cast their votes in favour of a conditional exit offer from parent company OCBC, falling short of the 75 per cent required to pass the resolution.
OCBC, the offeror, was unable to vote on the resolution.
As a result, GEH proposed another resolution to satisfy its free-float requirement, which included a one-for-one bonus issue resolution comprising new ordinary shares and newly created Class C non-voting shares.
This resolution, which OCBC could vote on, was passed.
OCBC said that it intends to receive the Class C non-voting shares, which will dilute the lender&rsquo s own shareholding of voting shares in GEH to 88.19 per cent.
This allows the insurer to satisfy the minimum free float of 10 per cent to maintain its listing on the Singapore Exchange.
OCBC will keep its 93.72 per cent stake in the economic interests in GEH, however, since the non-voting shares rank equally with all ordinary shares &ndash that is, if all the minority shareholders do not elect for the Class C non-voting shares.
GEH said that it will make further announcements on the administrative procedures if these shareholders choose to do so.
OCBC noted that it has no intention of launching another offer in the foreseeable future.
In June, it made a S$900 million conditional exit offer at S$30.15 per share for the 6.28 per cent stake in GEH it does not own.
The offer, which OCBC said was made &ldquo at the request of Great Eastern&rdquo , would have resolved the latter&rsquo s 11-month suspension in share trading, while &ldquo providing its shareholders an exit at a fair and reasonable price&rdquo .
The offer was deemed &ldquo fair and reasonable&rdquo .
It came more than a year after OCBC first made a privatisation bid for GEH through a voluntary unconditional general offer at S$25.60 per share.
Concerns raised
At the EGM, a shareholder asked why GEH was able to receive a fair and reasonable offer only a year after OCBC said that its previous offer, deemed not fair but reasonable, was final.
GEH board chairman Soon Tit Koon said 2024&rsquo s offer was made solely by OCBC, without consulting the insurer.
GEH had engaged with the independent financial adviser (IFA) after it received the offer, and concurred with its findings and recommendations.
Meanwhile, 2025&rsquo s offer was requested by the insurer, in a bid to resolve its trading suspension, noted Soon.
Ng Chee Peng, lead independent director on the insurer&rsquo s board, said that the independent directors of GEH had been in a series of discussions and negotiations with OCBC for 2025&rsquo s exit offer.
&ldquo The upshot is that the Great Eastern independent directors did manage to, in this conditional offer, obtain a price that the IFA has assessed and determined to be fair and reasonable &ndash quite different from last year,&rdquo he said.
There were also shareholder concerns on what would happen, if enough shareholders opted for the Class C non-voting shares, such that GEH&rsquo s free float remained under 10 per cent.
Soon said the insurer is &ldquo fairly confident&rdquo that the Class C shares will not be elected to a large extent by minority shareholders.
They have been &ldquo designed in such a way that it really doesn&rsquo t make any sense for any shareholder other than OCBC&rdquo to elect to receive them, he added.
These shares are non-listed, non-voting, and have a liquidation preference of 10 cents per share &ndash compared with OCBC&rsquo s exit of S$30.15 per share.
He also noted other disadvantages &ndash for example, the shares would not be given custody in the Central Depository, trading needs to be done through intermediaries, and a stamp duty will be applied on transactions.
&ldquo We do not expect shareholders who understand the terms of the Class C shares to opt for them,&rdquo Soon noted.
But, in the case that they do, GEH&rsquo s independent directors will have to restart their effort to look for a new set of viable solutions, which could include share placements, for example, he added.
Former remisier Ong Chin Woo, who had publicly fought to unlock value for minority shareholders of GEH since March 2024, said the meeting was &ldquo historic&rdquo .
&ldquo It shows that minority shareholders are a voice to reckon with, and that we have a rightful place in shaping corporate direction,&rdquo he said.
In response to media queries, an OCBC spokesperson said the bank intended for 2024&rsquo s offer to raise its stake in GEH, to capture benefits from further operational synergies and a higher share of its value.
&ldquo These objectives have been met with the increase in OCBC&rsquo s investment in Great Eastern to 93.72 per cent in October 2024, successfully concluding the voluntary general offer,&rdquo the spokesperson added.
&ldquo Therefore, OCBC had said on Jun 23, 2025, that, regardless of the outcome of the EGM, we would be satisfied with this level of economic interest.&rdquo
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moonsun
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08-Jul-2025 17:45
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Who allow creation of this class C shares ??
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stonknoob
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08-Jul-2025 15:09
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Great Eastern set to resume trading after delisting vote failshttps://www.businesstimes.com.sg/companies-markets/great-eastern-set-resume-trading-after-delisting-vote-fails |
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DumbMoney
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04-Jul-2025 12:37
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As I have highlighted in my previous post on the conversion of Class C shares, OCBC have since publicly announced/clarified that they have no intention to either convert the C shares or launch another general offer for GEH in the foreseeable future. While I do not put too much weight on their stated intention given how easily it can be changed, let us look objectively, if possible, on the current exit offer of $30.15. Besides the IFA, it is way below what the market and minority shareholders would consider as FAIR, being 0.9-1.0x EV. Even the actual 0.8x EV of $30.464 (0.8x38.08) would seem mildly palatable had OCBC not arbitrarily chosen to reduced it to $30.15, presumably to claw back a chunk of the 45cents dividends paid out in May 2025. Bottomline: $30.15 IS LIKELY THE BEST OFFER AVAILABLE IN THE FORESEEABLE FUTURE. We won, and it is not a pyrrhic victory. We have succeeded in squeezing an extra 17.8% from OCBC. If GEH is refloated and trading resumed, minority shareholders will likely be the only losers and suffer significant losses. OCBC would emerge as the only winner, stronger and emboldened to be even meaner. (See my earlier post.) So be smart, VOTE IN FAVOUR OF THE DELISTING RESOLUTION. Once this resolution is passed at the EGM on the 8 July, the EXIT Offer becomes UNCONDITIONAL, and minority shareholders has about 2 weeks to decide how many shares they want to accept or reject. But remember, whatever your grudge against OCBC, do not quarrel with money and never cut your nose to spite your face. But we can always remain a tiny irritating pimple in the face (pun intended) of OCBC' s mistreatment and deny them the full ownership of GEH they long craved for. If you had enough of this sordid saga or better investment opportunities elsewhere, tender your full acceptance. If you felt roughshod/aggrieved by OCBC, my 80/20 accept hold (or some other combo) suggestion might be the solution, albeit imperfect. The 20% hold works for me because: a. Considered it as free money from OCBC b. Funds that have no foreseeable/unforeseeable need for c. 3.5% yield is higher than SSB d. Wee bit pissed off. In sum, refloating and trading resumption will likely cost minority shareholders dearly and give OCBC license to squeeze us further in the future. Voting for the Delisting Resolution, however, will allow us to savour the victory we have already won in any way we choose. We can move on, or stay partially (some accept/hold combo) engaged and continue to agitate for a fairer offer, but this time only ON OUR TERMS. Again, I must reiterate that these privatised shares have no open market for them. And again, please do your own due diligence and seek your own legal and/or financial advice.
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Alignment
Elite |
28-Jun-2025 14:24
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Congrats to the brave investors who held on through last year' s offer. I wish I had the courage to do so at the time. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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zhenminliu
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28-Jun-2025 00:22
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Retail investors who still hold GE shares should, I think, make hay while the sun shines. Since the offer on the table is good, vote for delisting, take the offer and get out of GE shares completely.
On the surface, it may seem astute, as another forum poster suggested, to hold back 20% of GE shares for a day when OCBC mounts another offer at a higher price. Unfortunately, that day is unlikely to come anytime soon. In fact it may never come.
OCBC has officially stated that it will not make another offer in the future. It has undertaken not to convert the Class C Non-Voting shares to ordinary voting shares on or after the 5-year period. There is no reason to doubt OCBC' s stated intention. In other words, there will not be another offer in the foreseeable future. In the long term, who knows, maybe 10 years, 20 years.
Meanwhile, the downside risk is real and near. If the shares are not delisted, GE shares will be traded again according to OCBC/GE plan. The share price will most likely fall sharply to the level before the bid or even lower. In other words, those who hold on to shares will lose money if they sell it on the open market. Of course, they have the option to hold on to the shares - but GE pays only 3% dividend yield. They are, I think, better off monetizing their investment at $30.15 a share and reinvesting the proceeds in, say, OCBC, UOB or DBS shares which pay about 6% dividend yield.
As the proverb says " A bird in hand is worth two in the bush" . It makes sense to vote for delisting and get the money now - rather than risk near-term loss in value of the shares with the hope of another bid that' s not in sight at all.
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Luckygal
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24-Jun-2025 10:51
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This is interesting.
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DumbMoney
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23-Jun-2025 19:37
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The movie Dumb Money (on Prime Video) has inspired me to pen this. It would be nice to see a similar Diamond Hold on OCBC and the " Unroaring Kittys" happening here. Some important points to consider/note.
HOW I WOULD PLAY THE GAME AND MAXIMISE MY RETURNS Refloating Fret. If trading of GEH is resumed, my fear is that it may trade well below the first offer of $25.60, let alone anywhere near the exit offer of $30.15. Given that the general market has advanced in the last 12 months and the impending bonus issue, I reckon the most likely range is between $20.57 to $22.44, about 10% to 20% higher than the pre-offer price of $18.70. Since the trading will only resume after the one for one bonus issue, prices mentioned in this para will be halved. Once refloated, it will allow OCBC to pick off weaker holders for up to another 9,129,375 shares (1.815%) cheaply. OCBC may also be content to launch periodic privatisation offers, ad nauseum, capped at 0.8EV, chipping away the minorities' resistance. Hence, it would appear that there is really nothing to gain but much to lose for all minority shareholders big and small, with OCBC clearly the biggest winner here. However, there is a simple and rewarding way to turn this game around and allow the minorities to call the shots and issue ultimatums instead, by play it with the free money* they are receiving from OCBC, against it. Here is how. Vote for Resolution A to delist GEH. OCBC is only entitled to compulsorily acquire all the shares from dissenting shareholders if they receive more than 90% acceptance under Section 215(1). Hence, I intend to vote fully in support of privatisation but accept no more than 80% of my holdings. And hold the remaining 20% or more for posterity until an offer closer to 2x EV is tabled. This 20% holdout is as good as free money* from OCBC, akin to be given a free perpetual fixed deposit by them, earning 3.5% interest/yield pa, which is more than double what OCBC is currently paying for 12month FD. It will also be my joker and trump card in any game OCBC choose to play in the future. Remember, OCBC is infinitely more desperate to want to own 100% of GEH than I want to be bedfellow with them. Full ownership will allow OCBC to do what Allianz failed with NTUC Income, that is to extract capital from GEH to recoup the cost of their takeover. With 80/20 the overall accumulated offer ($24,120+$15,232 = $39,235) would rise above the current 1x EV of $38.08, while I keep collecting the intervening dividends. Even assuming one bought GEH share late at $25.60 the maths will still work, though she may be down a marginal 3.5% initially. For long-time GEH shareholders, the total returns will be significantly much higher, with the extra option of keeping more shares since their entry costs are a lot lower.
Ultimately, whether the diamond will hold or shatter like glass will depend on Resolution A being passed and the majority of the minority shareholders accepting less than 80%.
Alternatively, if several substantial minorities collectively reject the offer for 2,971,664 shares, they will usurp power from OCBC and forever change the dynamics. Please note that the once GEH is privatised, the shares cannot be transacted freely or on any stock exchange. In sum, it is my intention to fully support and vote for Resolution A to privatise GEH but only partially accept 80% of my holdings. Like always, everybody' s circumstances are unique, so please do your own due diligence and seek your own financial and/or legal advice. |
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Luckygal
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19-Jun-2025 23:45
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Do we need to register to attend the EGM in person? My shares are held through CPFIS. How do I register if need to? | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Joelton
Supreme |
13-Jun-2025 13:04
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Great Eastern Holdings: The maths is down to the wire
Based on the circular issued on June 9, Great Eastern Holdings(GEH) will have an EGM on July 8. The company has proposed three resolutions: resolutions A, B and C. Resolution A is a resolution to vote for the delisting of GEH, which is accompanied by an exit offer of $30.15 per share made by Oversea-Chinese Banking Corp. If this resolution is approved by at least 75% of the shares held by independent shareholders present and voting, either in person or by proxy, at the EGM, GEH will be delisted. OCBC and its concert parties will abstain from voting.
If resolution A is passed, resolutions B and C will not be tabled for a vote. If resolution A is rejected, resolution B proposes the adoption of a new constitution for GEH, which largely retains the provisions of the existing constitution while introducing class-C non-voting shares &mdash a non-listed, non-voting, convertible class of preference shares designed to support the implementation of resolution C.
Resolution C proposes a one-for-one bonus issue for all shareholders. If resolutions B and C are approved, shareholders will receive bonus ordinary shares unless they elect to receive bonus class-C non-voting shares, on a one-for-one basis for each share.
Bonus ordinary shares are identical to GEH&rsquo s existing shares and will count towards meeting the free float requirement, whereas bonus class-C non-voting shares (being preference shares) will not count towards the free float. OCBC has agreed only to accept bonus class-C non-voting shares to facilitate the resumption of trading. OCBC intends to vote all its shares in favour of both resolutions B and C.
&ldquo We made two requests to OCBC for delisting, we needed OCBC to make an exit offer that was fair and reasonable. The second request is for OCBC to be willing to dilute its voting rights to allow GEH to resume trad ing. OCBC is willing to support the company on both these approvals,&rdquo says Ronnie Tan, group CFO, GEH.
&ldquo For resolution B, which requires If at least 75% of independent shareholders voting at the EGM on July 8 approve the resolution, Great Eastern Holdings will be delisted For resolution A to succeed, 75% of those present and voting will need to approve the resolution. 75% approval where everyone can vote, OCBC has indicated its intention to support resolutions B and C. OCBC, through our request, is willing to dilute its voting rights if the minority shareholders vote not to delist,&rdquo Tan adds.
Minority shareholders
A total of 800 minority shareholders hold a total of 29.6 million shares. The Wong family collectively owns 7.56 million shares, representing 25.5% of the voting-eligible shares. The family includes Wong Hong Sun, his wife and son, his brother and his cousins Svasti Daniel and Svasti Penny.
Sungei Bagan Rubber Company (Malaya), which is listed on the Kuala Lumpur Stock Exchange Bursa Malaysia, holds 4.76 million shares. This company may be required to vote in favour of resolution A, given that the IFA has opined that the offer is fair and reasonable.
Nyalas, which is not listed, and controlled by Lee Thor Seng and his sons Justin and Colin, owns four million shares. Nyalas has remained tight-lipped about its voting intentions. Lee is married to the Wongs&rsquo Aunt Peggy, and his sons, Justin and Colin, are cousins of the Wong family.
Earlier this year, Palliser, a fund that owns around 1.5 million shares in GEH, wrote to the GEH board, asking for a fair and reasonable exit offer, which it values at $38.61 based on an estimated embedded value (EV). The EV, based on GEH&rsquo s 2024 annual report, is around $38.
Palliser also suggested that GEH undertake a selective capital reduction as part of the delisting process. During the media briefing on June 6, Tan said: &ldquo I see some of our minority shareholders on social media have the assumption that the company can go ahead and do the selective capital reduction on our own, without any support from OCBC. That is definitely, absolutely wrong. I would need OCBC&rsquo s support for a selective capital reduction, and OCBC may not agree.&rdquo
He adds: &ldquo We want to get the shares out of this non-compliant situation with the Singapore Exchange, so it&rsquo s either to delist or to resume trading. The selective capital reduction has a consequential, unintended consequence, in that by using our own capital to pay for it, we will reduce our capital position. We will reduce our solvency ratio. And you may say, Great Eastern can afford it. The fact is, our capital position will be reduced. Our solvency position will go down.&rdquo
Palliser&rsquo s position is that GEH has excess capital to the tune of more than $2 billion, and could have well afforded to pay the minority shareholders. &ldquo We did consider seriously whether or not to put selective capital reduction as one of the options, but we voted against it. We believe that the exit offer from OCBC is a better decision for the company,&rdquo says Tan.
In the 2024 Allianz-Income transaction, where Income shareholders were to be offered over $40 per share, Allianz proposed a $1.85 billion capital extraction over three years. This mirrored the mechanism of a selective capital reduction, whereby the company &mdash in this case, the acquirer, Allianz &mdash reduces the insurer&rsquo s capital, arguably to recoup the funds paid to Income&rsquo s shareholders. The proposal failed to gain approval from the Ministry of Culture, Community and Youth, rightly so, as it oversees NTUC. NTUC Enterprise is the majority shareholder of Income. The proposed capital extraction would have severely weakened Income&rsquo s financial position, reducing shareholders&rsquo equity to below $1 billion.
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In the case of GEH, the negative associations of capital extraction and selective capital reduction could have echoed in the minds of investors.
The Edge Singapore understands that Palliser&rsquo s preference is to have an exit offer of $38.61 per share, but it is ok with a re-float. Another prominent shareholder, Chew Sutat &mdash a columnist for The Edge Singapore &mdash stated in this week&rsquo s column, Chew On This: Bad Bromance, that he will be voting in favour of resolution A. Whatever the outcome, even if GEH is re-floated, OCBC can still propose privatisation and delisting when the class-C preference shares are due for conversion in five years.
If GEH returns to trading on the terminals, some market watchers may well breathe a sigh of relief, given the brisk pace of delistings this year.
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