Great Eastern Says Takeover Code Not Breached When It Shared IFA Valuation With OCBC

Great Eastern Holdings said that sharing the indicative range of share values determined by its independent financial adviser (IFA) with OCBC Bank did not breach the Singapore Code on Takeovers and Mergers, or the Takeover Code.

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This is in response to shareholders' further questions on Great Eastern's practices during its exit offer price negotiation with OCBC, after the insurer issued replies to queries from the Securities Investors Association (Singapore), or Sias, and shareholders on July 3.

In a bourse filing on July 5, Great Eastern noted questions on whether sharing the indicative range of the shares' values would amount to "selective disclosure to some and not all shareholders", and if doing so would invite OCBC to propose a low exit offer price, defeating the IFA's evaluation.

It noted that the conduct of the independent directors was also questioned.

"The rule in the Takeover Code requiring information to be made equally available to all shareholders as nearly as possible at the same time and in the same manner has been cited out of context, particularly since OCBC is the offeror in the context of the current exit offer," said the insurer in the July 5 statement.

Great Eastern highlighted that its discussions with OCBC on the exit offer price had already started before the indicative range of values from the IFA was available.

The value range was shared with OCBC in strict confidence and on the understanding that any exit offer price arrived at would have to meet the "fair and reasonable requirement" under Rule 1309 of the Singapore Exchange's listing manual to support the delisting, said the company.

It added that sharing the indicative value range with OCBC resulted in the final exit offer price of $30.15 per share, which was an "improvement" from the range of prices discussed initially.

In the responses to shareholders on July 3, Great Eastern explained its role in the price negotiations.