Wheelock Properties

[Vseeker]

Below extracted (in italics) from Wheelock's announcement on 15-Apr2014... on the "Consortium Arrangements"

=> Wheelock's existing 102.948m HPL shrs @$3.50 each => worth exactly $360.318m !, so Wheelock dun have to come out any monies for its part of the shrhldr loan !!!

=> ref below items (see items v, viii & ix)
they even have in place a "5 Years" timeline to achieve certain objectives (probably related to the "reserved matters")...else they're prepared to part ways again via a DIS.

=> Consortium partners dun seem "v. trusting" of each other either !, so there are below (items vi, vii) in place.. hahaha

A3.2 Consortium Arrangements
The Consortium Parties have also entered into the Investors’ Agreement with the Offeror, setting out the terms of the Consortium, including the following:
(i) each of Cuscaden and Nassim Developments has agreed to make a subordinated shareholder loan to the Offeror of S$540,477,000 and S$360,318,000 respectively (collectively, the “Shareholder Loans”);

(ii) the Offeror will utilise the Shareholder Loans to pay for the acquisition of the Sale Shares, which shall include the acquisition of 102,948,000 HPL Shares (“Nassim Sale Shares”), representing approximately 20.16 per cent. of the HPL Shares in issue, from Nassim Developments;
(iii) the Consortium Parties shall be entitled to appoint a specified number of representatives to the board of Offeror. As at the date of this Announcement, the board of directors of the Offeror comprises Mr Ong Beng Seng, Mr David Ban Song Long, Mr Stephen Tin Hoi Ng and Ms Tan Bee Kim. Mr Stephen Tin Hoi Ng and Ms Tan Bee Kim are the Chairman and Senior Executive Director of the Company respectively;
(iv) subject to certain conditions, the proposed transfer(s) of the shares of the Offeror by either of the Consortium Parties is / are subject to pre-emptive and tag-along rights;


(v) on or after the fifth anniversary of the date of close of the Offer (or such other date to be agreed between the Consortium Parties), following the settlement of all liabilities of the Offeror (if any), each Consortium Party shall have the right to require the Offeror to effect a distribution in specie of all its assets to its shareholders on a pro-rata basis;

(vi) Nassim Developments shall have an option to require Cuscaden to acquire all its Offeror Shares, such option only being exercisable in the event that Cuscaden, the Offeror or parties acting in concert with it (other than Nassim Developments and/or its affiliates, but excluding the Offeror) elects to make a subsequent offer to acquire any remaining HPL Shares;
(vii) Cuscaden shall also have an option to require Nassim Developments to acquire all its Offeror Shares, such option only being exercisable in the event that Nassim Developments and/or parties acting in concert with it (other than the Offeror and Cuscaden and/or its affiliates) elects to make a subsequent offer to acquire any remaining HPL Shares;

(viii) the Consortium Parties have agreed upon a list of reserved matters (“Reserved Matters”) which shall not be undertaken except with the unanimous approval of the Consortium Parties; and
(ix) in the event that the Consortium Parties, acting reasonably and in good faith, are not able to agree on any Reserved Matters within the requisite timeframe, a deadlock will have occurred and each of the Consortium Parties shall have the right to require the Offeror to effect, following the settlement of all liabilities of the Offeror (if any), a distribution in specie of all its assets to its shareholders on a pro-rata basis ]