Business Times Singapore
Why CDL's dissident directors were right to quit
Unburdened by past internal rancour, CDL's new directors are likely to be more effective in engaging the group's management as they set about putting things right. PHOTO: BLOOMBERG
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Companies & Markets
HOCK LOCK SIEW; Why CDL's dissident directors were right to quit
Ben Paul
6 January 2021
© 2021 Singapore Press Holdings Limited
THE exodus of directors from the board of City Developments (CDL), over concerns about the company's investment in Chinese real estate developer Sincere Property Group (SPG), may have some investors on tenterhooks.
Yet, combined with remedial steps CDL is already taking, the turnover of its board could well be a crucial and necessary step in regaining the confidence of the market.
The fact is that CDL may need to make some hard decisions about its ill-timed investment in SPG. A refreshed board would arguably be better positioned to do this without being second guessed by the market.
Directors should not quit simply because they do not agree with their fellow board members. Varied perspectives and viewpoints are a strength, not a weakness.
Yet, after bitter internal divisions about SPG spilled into public view, CDL's departing directors may have felt they had no choice but to consider their positions.
In October last year, CDL shocked the market when it announced that Kwek Leng Peck had resigned from the board over, among other things, disagreements in relation to the group's investment in SPG.
Mr Kwek had been on the board since 1987. He is a cousin of CDL's executive chairman Kwek Leng Beng, and an uncle of the company's chief executive Sherman Kwek.
This focused the market's attention on SPG's troubles, and sparked a sell-off in CDL's shares.
It may also have pressured other non-executive directors of CDL who had expressed misgivings about the Chinese property group to make an exit lest they be accused of treating their board positions as sinecures.
Last week, CDL said that Koh Thiam Hock, a former senior banker, had resigned as an independent non-executive director. The company noted that Mr Koh thought it "most appropriate" to step down after sharing his "observations, concerns and suggestions" about SPG.
Earlier this week, CDL said that Tan Yee Peng, who has nearly two decades of accounting and auditing experience, had resigned as an independent non-executive director. The company said Ms Tan disagreed with the board and management about the handling of SPG after it was acquired.
As competent and experienced directors, Mr Koh and Ms Tan are likely to easily find alternative board appointments if they so choose. Meanwhile, CDL has been recruiting new directors of equal distinction.
Since November, CDL has appointed four new independent, non-executive directors. They are former KPMG partner Philip Lee, CGS-CIMB Securities CEO Carol Fong, hospitality industry veteran Daniel Marie Ghislain Desbaillets and former fund manager Chong Yoon Chou.
Remedial action
Unburdened by past internal rancour, CDL's new directors are likely to be more effective in engaging the group's management as they set about putting things right.
Efforts on this front are already underway. Notably, CDL's external financial adviser Deloitte & Touche has completed a review of the group's investment in SPG.
Among other things, Deloitte & Touche has determined which of SPG's 71 projects are profitable and generating cash flow, which can be divested to improve liquidity, and which need to be more actively managed.
CDL has also set up a special working group to improve the liquidity and profitability of SPG, led by CDL's former chief financial officer Goh Ann Nee. Ms Goh is currently designated chief transformation officer in the executive chairman's office.
Next challenges
CDL has already indicated that it will recognise losses from its 51 per cent stake in SPG in FY2020.
CDL's refreshed board should ensure that the group's management has a clear and credible plan to stem these losses and staunch SPG's need for further liquidity support, while preserving the China-based company's usefulness as a platform for future growth.
CDL should also address concerns investors may have that the group is not fully in control of SPG, and that its exposure to the liquidity-strapped China-based company may necessitate a capital call.
Steering CDL and SPG through their current challenges will require a cool evenhandedness as well as sober awareness of the current risks in China, tempered by worldly optimism of what the future could hold.
CDL's recently departed directors displayed true independence of thought and action, and served the company's shareholders well.
With the market now aware of the problems in China, and the group's management already taking measures to get SPG back on track, it is right that they have made way for a new crop of board members.
Singapore Press Holdings Limited
Can telcos do more than sit on their assets?
Since its privatisation in 2019, M1's post-paid mobile base has overtaken StarHub's: As at end-September, M1 had 1.59 million subscribers to StarHub's 1.45 million. BT FILE PHOTO
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Companies & Markets
HOCK LOCK SIEW; Can telcos do more than sit on their assets?
Annabeth Leow
7 January 2021
© 2021 Singapore Press Holdings Limited
THE Covid-19 pandemic has turned watchers and investors sunny on "infracos" - dedicated infrastructure owner-operators. Here in the Singapore market, an infrastructure asset spin-off or sale makes most sense for Keppel Corp's telco unit M1.
Australia's Telstra made headlines last November with news of its planned split into three units: an infraco for fixed assets such as ducts, fibre and data centres; an infraco for mobile towers; and a customer-facing service company or "serveco". The move is expected to help Telstra monetise the increasing value of its infrastructure assets while supporting investments in new infrastructure.
Closer to home, in Indonesia, Singtel associate Telkomsel sold more than 6,000 towers for 10.3 trillion rupiah (S$977 million) in October last year.
On the local front, however, the telcos have mostly held on to their assets. The exception is NetLink Trust (NLT), which holds the fibre broadband infrastructure powering the Nationwide Broadband Network.
NLT is 24.8 per cent-owned by Singtel. Its separation from Singtel was mandated by the regulator to prevent conflicts of interest.
The premium placed by Singtel, StarHub and M1 on the strength of their networks is one possible reason that the incumbents have not yet opted to spin their assets off into a towerco or cellco. It makes little business sense for them to cede that advantage when newcomer TPG Telecom's 4G network is still ramping up.
McKinsey, in a report last year on the pros and cons of infracos, also suggested value creation from separating infrastructure and service could be limited when markets already have high levels of connectivity or high customer-facing market share.
Yet, the impending 5G roll-out may shake up the infraco status quo.
StarHub and M1 have chosen to work together to roll out their 5G coverage. The upcoming shared network will be built by a joint-venture company, but each partner will retail 5G mobile services on its own.
So, though a full nationwide tower divestment is unlikely, some form of infrastructure monetisation could still be on the cards in Singapore.
And M1 is the most likely candidate for some form of corporate action.
Changing dynamics
M1 and StarHub have shared antenna systems, in-building fibre, tunnel cables and other assets for years.
The 5G tie-up could be an opportunity to iron out kinks for greater collaboration - especially as the two telcos are on roughly equal footing now.
Since its privatisation in 2019, M1's post-paid mobile base has overtaken StarHub's: As at end-September, M1 had 1.59 million subscribers to StarHub's 1.45 million. M1 also picked up MyRepublic as a wholesale customer last October. Fibre company MyRepublic, which operates a mobile virtual network, had previously been leasing mobile network capacity solely from StarHub.
Combined, the two telcos could give market leader Singtel - which had 2.75 million post-paid lines as at end-September - a run for its money.
StarHub might also be able to afford to take M1 off Keppel's hands, as its gearing had improved a tad by the end of its last reported quarter.
Net debt stood at S$790.7 million as at Sept 30, 2020 - down from S$930.8 million as at Dec 31, 2019 - due to a higher cash balance.
Its ratio of net debt to earnings before interest, taxes, depreciation and amortisation was 1.45 times as at Sept 30, against 1.51 times before.
But M1's shareholders - Keppel Corp, and Singapore Press Holdings (SPH), which publishes The Business Times - might be loath to let the telco slip out of their hands entirely.
M1 has been a relatively steady earnings contributor in a difficult time. Keppel is suffering from disruption and losses in the oil and gas side of its business. SPH, from weakness across property and publishing.
SPH's share of post-tax profit from an effective 16 per cent stake in M1 came to S$11.1 million in FY2020 - nearly 10 times as much as its share from pre-school MindChamps, an associate company. SPH booked a post-tax loss of S$112.5 million for the same period.
A more palatable option, perhaps, is an asset sale into one of Keppel's trusts, to be leased back to both M1 and StarHub. Indeed, Keppel has already identified roughly S$17.5 billion of assets that it could monetise as part of a strategic business review. More than one-quarter of this stash - with a carrying value of S$4.8 billion as at mid-2020 - comprises "assets for Reits/trust or sale", which the group said include "infrastructure assets" and data centres.
The Keppel umbrella already includes two trusts: data centre-focused Keppel DC Reit and utilities-focused Keppel Infrastructure Trust.
Matthew Pollard, chief executive of the manager of Keppel Infrastructure Trust, had told BT in 2019 that he was open to potential deals involving hospitals, car parks, bridges, tunnels or other such infrastructure assets.
Besides divesting M1 assets to either of these entities, Keppel also has the option of creating another trust and listing it.
Defensive demand
There's certainly investor appetite for defensive infrastructure assets: NLT's units rose 2.1 per cent in 2020, while Keppel DC Reit rose 35.1 per cent. Both outperformed the benchmark iEdge S-Reit Index, which shed 4.85 per cent over the same period.
Beyond connectivity infrastructure, a standalone telecom assets trust could acquire a variety of assets from local and regional players. Singtel, for instance, might divest not just its Australian tower portfolio but also its non-core, data centre and digital businesses, DBS analyst Sachin Mittal argued in a report late last year.
And, citing "the high value investors are willing to accord to stable-yielding assets in the current environment", Credit Suisse analyst Johnson Loh told BT last November that operators could tap the market "to unlock value in their infrastructure assets such as tower or fibre networks, and optimise their asset base through network or infrastructure sharing".
A single-player tower infraco may not be the right fit for Singapore's market dynamics, but that is no excuse for telcos here to delay unlocking value from infrastructure assets.
Singapore Press Holdings Limited