Investors’ FAQ

 

Sembcorp Marine 59th Annual General Meeting

 

What are the details of your upcoming AGM?

Pre-registration for the live audio-visual webcast/audio-only stream of Sembcorp Marine’s upcoming Annual General Meeting has now closed.

Sembcorp Marine’s 59th Annual General Meeting (AGM) will be convened and held by way of electronic means on Wednesday, 20 April 2022 at 11.00 a.m. (Singapore time).

As a precautionary measure due to the current COVID-19 situation in Singapore, shareholders will not be able to attend the AGM in person

Shareholders may participate in the AGM by:
(a) observing and/or listening to the AGM proceedings via live audio-visual webcast or live audio-only stream;
(b) submitting questions in advance of the AGM; and/or
(c) appointing the Chairman of the Meeting as proxy to attend, speak and vote on their behalf at the AGM.

The Company would like to thank all shareholders for your co-operation in enabling us to hold the AGM with the optimum safe distancing measures amidst the COVID-19 pandemic.

 

How do attend the AGM live audio-visual webcast / live audio-only  stream?

Following verification, authenticated shareholders will receive a Confirmation Email by 11.00 a.m. on 19 April 2022 via the email address provided on pre-registration.

Shareholders who do not receive the confirmation email by 11.00 a.m. on 19 April 2022, but have registered by the 17 April 2022 deadline should contact the Company’s Share Registrar, KCK CorpServe Pte. Ltd., at +65 6430 8217 between 11.00 a.m. and 5.00 p.m. on 19 April 2022.

To attend the live AGM proceedings on 20 April 2022 at 11.00 am, please use the login credentials created during pre-registration to access the live audio-visual webcast or live audio-only stream.

 

Why is the AGM conducted via audio-visual webcast/audio-only stream?

Sembcorp Marine's decision to convene and hold the AGM by way of electronic means via audio-visual video webcast / audio-only stream follows:

(a) the COVID-19 (Temporary Measures) Act 2020 which enables the Minister for Law by order to prescribe alternative arrangements for listed companies in Singapore to, inter alia, conduct general meetings, either wholly or partly, by electronic communication, video conferencing, tele-conferencing or other electronic means;

(b) the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the “Order”) which sets out the alternative arrangements in respect of, inter alia, general meetings of companies; and

(c) the joint statement by the Accounting and Corporate Regulatory Authority, Monetary Authority of Singapore and Singapore Exchange Regulation of 13 April 2020 (and subsequently updated on 27 April 2020, 22 June 2020, 1 October 2020 and 4 February 2022) which provides guidance on the conduct of general meetings amid the evolving COVID-19 situation.

 

Why am I not able to attend the AGM in person?

Shareholders are not able to attend the AGM in person as a precautionary measure due to the current COVID-19 situation in Singapore. 

 


General


If there are any changes to the AGM, how would I know?

Due to the constantly evolving COVID-19 situation in Singapore, we may be required to change our arrangements for the AGM at short notice. Shareholders should check the annual general meeting page on our website for the latest updates on the status of the AGM.

 


Will there be a replay available for shareholders who pre-registered but missed the live AGM proceedings?

Unfortunately there will not be a replay of the proceedings. Information on the AGM outcome will be available at the annual general meeting page.

 


Will the minutes of the AGM be made available to shareholders after the event?

Yes, we will publish the minutes of the AGM on our website and on SGXNET after the AGM, and the minutes will include the responses to the substantial and relevant questions from Shareholders and clarifications (if any) which are addressed at the AGM.

 

Will the printed copies of the Letter to Shareholders, Notice of AGM and Proxy Form be mailed to shareholders?

No, printed copies of the Letter to Shareholders, the Notice of AGM and the Proxy Form will not be sent to Shareholders. These documents may be accessed at the annual general meeting section of our website and also on the SGX website.

 

Can I request for a printed copy of the 2021 Annual Report and 2021 Sustainability Report?

These publications are only available in digital format. The electronic versions of these reports are downloadable at:


Top

 

When was Sembcorp Marine Ltd incorporated?

Sembcorp Marine, formerly known as Jurong Shipyard Limited, was incorporated on 25 April 1963. The company was listed on 18 September 1987 and underwent a name change in 2000 to Sembcorp Marine Ltd.

 

What are the details of Sembcorp Marine’s listing?

Our listing details are as follow:.

Listed onMainboard of the Singapore Exchange (SGX)
Number of issued shares31,389,105,375 (as at 8 March 2022)
Number of treasury shares6,223
Listing Date18-Sep-87
ISINSG1H97877952
Trading Lot Size
100 shares
SGX Stock Code
S51


What are Sembcorp Marine’s ticker codes?

SGX Stock CodeS51
Bloomberg TickerSMM:SP
Reuters TickerSCMN.SI



Top

Who are Sembcorp Marine’s Board of Directors and key executives?

Directors10 directors (7 of whom are independent)
(as at 8 March 2022)

ChairmanTan Sri Mohd Hassan Marican
(appointed April 22, 2014)

President & Chief Executive OfficerWong Weng Sun
(appointed May 1, 2009)

For more details on our directors, please refer to the board of directors section of our website.
Information on our key executives can be found in the senior management section.

 

How are the Directors selected?

The Board ensures that Directors possess the background, experience and knowledge in technology, business, finance and management skills critical to the Group’s business and that each director should bring to the Board an independent and objective perspective to enable balanced and well considered decisions to be made. Current Directors include business leaders, bankers and professionals with financial and legal backgrounds. The Nominating Committee reviews the composition of the Board and Board committees periodically to ensure that the Board is of an adequate size with the right mix of skills and experience that facilitates effective decision making.

For more information, please refer to the corporate governance section of our annual report here.

 

Where do I find out more about how Sembcorp Marine grows value for shareholders?

Every year, the Company’s Chairman and CEO update shareholders and stakeholders on business strategy and direction. This is available in the Chairman and CEO’s Report chapter of the annual report which can be referenced here.

The CEO provides subsequent updates every quarter which can be accessed in the financial results & business updates section of the website.

 


Top

What is Sembcorp Marine’s fiscal year?

1 January to 31 December of the same year.

 

How often does Sembcorp Marine report its financial results in a year? 

In January 2020, the Stock Exchange of Singapore announced their decision to discontinue the mandatory quarterly reporting (QR) requirement for most listed companies. Sembcorp Marine has accordingly ceased QR from the first quarter of FY2020 onwards and release only the Group’s half-year and full-year financial results.  However, we will continue to engage our stakeholders regularly and publish quarterly updates on key market and industry trends as well as our contract wins, projects in progress, major company developments and other pertinent issues.

These are available via the Singapore Stock Exchange’s website and also posted on the financial results & business updates and stock exchange announcements pages of our corporate website.

The results announcement dates will be announced via SGX and posted on our website in the financial calendar section.

 

Where can I obtain a copy of your Annual Report?

Our latest Annual Report is available only in digital format and can be accessed at the annual report section of our website.


Who are Sembcorp Marine’s auditors?

AuditorsKPMG LLP


Top

What is the result of the 2021 Rights Issue?

The S$1.5 billion renounceable underwritten Rights Issue was successfully completed and fully subscribed with a majority of the Shareholders subscribing for their entitlements and applying for Excess Rights Shares. As at the close of the Rights Issue on 14 September 2021, valid acceptances and excess applications were received for 22,174,559,198 Rights Shares, representing approximately 117.7% of the 18,833,459,491 Rights Shares available under the Rights Issue.

An overview of the Rights Issue and links to the related announcements and updates can be found at the 2021 Rights Issue section of this website. Sembcorp Marine’s SGXNet announcements are also accessible via this link and the SGX-ST website

 

 

Who can I contact regarding refunds for invalid or unsuccessful acceptances and/or excess applications?

Please contact the following as applicable regarding refund enquiries.

For invalid or unsuccessful acceptances and/or applications by:

  • CDP shareholders – please contact CDP via asksgx@sgx.com or calling +65 6535 7511 during the following operating hours:
    Monday to Friday – 8.30 a.m. to 5.00 p.m.
    Saturday – 8.30 a.m. to 12.00 p.m.
  • Scripholders – please contact the Share Registrar at  +65 6430 8217
  • CPFIS Members, SRS Investors and investors who hold Shares through finance companies or Depository Agents – please contact the respective CPF/SRS banks, finance companies or Depository Agents, as the case may be, for further advice

 


Where can I find the results and overview of the completed 2020 Rights Issue? 

For the results and overview of the 2020 Rights Issue, please click here


Top

 
What is the latest update on the Mandatory Conditional General Cash Offer (MGO) and the final level of acceptances? 

The mandatory conditional general cash offer (“MGO”) by Startree Investments Pte. Ltd. (“Startree” or the “Offeror”), an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited, to acquire all the issued and paid-up ordinary shares (“Shares”) in Sembcorp Marine Ltd (“Sembcorp Marine”) that it and its concert parties (“Offeror Concert Party Group”) did not already own, has closed as at 5.30 p.m. (Singapore time) on 3 November 2021 (the "Closing Date").

The close of the MGO follows after the announcement on 1 November 2021 that the MGO had become and was declared unconditional in all respects, pursuant to the satisfaction of the Minimum Acceptance Condition of the MGO (as set out in Section 2.6 of the Offer Document).

As at the Closing Date of the MGO, the Offeror received valid acceptances of the MGO representing approximately 8.0% of the total number of issued Shares (based on 31,389,099,152 Shares in issue, excluding treasury shares, as at 3 November 2021). This, taken together with the Shares owned, controlled, acquired or agreed to be acquired by the Offeror Concert Party Group, amount to an aggregate of approximately 17.1 billion Shares, which represent approximately 54.6% of the total number of issued Shares.

Following the close of the MGO, Sembcorp Marine will remain listed on the SGX-ST.

For more information, including details on the final level of acceptances of the MGO, please refer to the announcement dated 3 November 2021 and the related press release.

 

Can I tender my shares to Temasek/Startree after the close of the MGO?

The MGO is no longer open for acceptances following the close of the MGO at 5.30 p.m. (Singapore time) on 3 November 2021. Any acceptances received after the Closing Date will be rejected.

 

Why was there a MGO by Temasek/Startree? Where can I find more information about the MGO?

To comply with the requirements of The Singapore Code on Take-overs and Mergers (“Code”), Startree announced a mandatory conditional general cash offer on 22 September 2021 to acquire all the issued and paid-up ordinary shares (“Shares”) in Sembcorp Marine Ltd that it and its concert parties (collectively, the “Offeror Concert Party Group”) do not already own, at S$0.08 per Share in cash (the “MGO”).

On 24 June 2021, Sembcorp Marine announced its S$1.5 billion renounceable underwritten rights issue (“Rights Issue”) of up to 18,833,459,491 new Shares at an issue price of S$0.08 per rights share (“Rights Share“). The Rights Issue received shareholders’ approval at an extraordinary general meeting held on 23 August 2021 and the Rights Shares have been issued by Sembcorp Marine on 22 September 2021, completing the recapitalisation of Sembcorp Marine.

As part of the Rights Issue, Startree provided an irrevocable undertaking to Sembcorp Marine to subscribe for its pro rata entitlement and excess Rights Shares such that its total subscription will be no more than 67.0% of the Rights Issue. As a result of its undertaking, Startree was issued approximately 9.3 million Rights Shares, resulting in a 4% increase in its aggregate shareholding from approximately 42.6%1 prior to the Rights Issue to approximately 46.6%2.

The increase in aggregate shareholding by more than 1% triggered an obligation, under the Code3, for Startree to make the MGO for the Shares of Sembcorp Marine that the Offeror Concert Party Group do not already own, at not less than the highest price at which the Offeror Concert Party Group has acquired Shares in the six months immediately preceding the announcement of the MGO. Consistent with its obligations under the Code, Startree has determined the Rights Issue price of S$0.08 to be such applicable highest price and accordingly, the offer price is S$0.08 per Share in cash (the “Offer Price“).

For background information on the MGO, please refer to the Offer Announcement dated 22 September 2021 and the related Press ReleaseAn overview of the Rights Issue and MGO can be found at this link.

 

1 Based on the then-existing Shares in issue as at the announcement of the Rights Issue, excluding treasury shares.
2 Based on the Shares in issue as at the announcement of the MGO following the allotment and issuance of the Rights Shares, excluding treasury shares.
3 A mandatory general offer is triggered where any person who, together with its concert parties, holds between 30% and 50% of the voting rights of a company and such person, or any of its concert parties, acquires additional shares carrying more than 1% of the voting rights of the company in any six-month period.

 

 

What was the Mandatory Conditional General Cash Offer conditional upon?

In compliance with the requirements of the Code, the MGO was conditional on the Offeror receiving valid acceptances such that the aggregate shareholding of the Offeror Concert Party Group exceeds 50% as at the close of the MGO.

On 1 November 2021, it was announced that the Minimum Acceptance Condition of the MGO (as set out in Section 2.6 of the Offer Document) was satisfied and the MGO had become and was declared unconditional in all respects.

 For more information, please refer to the announcement dated 1 November 2021.

 

 

Will Sembcorp Marine be listed after the MGO?

It was stated in the announcement dated 3 November 2021 and the related press release that Sembcorp Marine will remain listed on the SGX-ST following the close of the MGO. 

 

 

Who can I contact to address additional queries on the MGO?

If you require further assistance or information about the MGO, please contact:

Morgan Stanley Asia (Singapore)
Tel: +65 6834 6857
(From Monday to Friday: 9.00 a.m. to 6.00 p.m.)


Top


What are the results of your 2021 EGM?

Information on the 2021 EGM can be found at the extraordinary general meeting section of this website. For details on the EGM results, please refer to the announcement dated 23 August 2021.

 

Where can I find more information on the Rights Issue approved at the EGM?

More details on the Rights Issue can be found here.

 

Will there be a replay available for shareholders who pre-registered but missed the live EGM proceedings?

Unfortunately there will not be a replay of the proceedings. Information on the EGM outcome is available at the extraordinary general meeting section of our website.

 

Will the minutes of the EGM be made available to shareholders after the event?

The minutes of the EGM can be accessed at the extraordinary general meeting section on our website.

 

Why was the EGM conducted via live audio-visual webcast/audio-only stream? 
The decision to convene and hold the EGM by way of electronic means via live audio-visual webcast/audio-only stream is pursuant to:  

  • the COVID-19 (Temporary Measures) Act 2020 (No. 14 of 2020) which enables the Minister for Law by order to prescribe alternative arrangements for listed companies in Singapore to, inter alia, conduct general meetings, either wholly or partly, by electronic communication, video conferencing, tele-conferencing or other electronic means; and
  • the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the “Order”) which sets out the alternative arrangements in respect of, inter alia, general meetings of companies

Shareholders were not able to attend the EGM in person due to the current COVID-19 situation in Singapore.


Top

 

When is the final dividend usually paid out?

Payment Date GuidanceFinal dividend is typically announced in February. Book closure date is typically in April, and dividends usually paid in May.



What are the details of the dividend payment for the current year? 

PeriodFY2021
TypeFull
FY results announcement date25-Jan-22
Dividend paid per ordinary shareNil
Period1H2021
TypeInterim
1H results announcement date29-Jul-21
Dividend paid per ordinary shareNil

Details on past dividends can be found at the dividend information section of this website.



Who do I contact if I have queries on dividends?

For any additional queries, you may contact Sembcorp Marine's Registrar KCK Corpserve Pte Ltd located at: 24 Raffles Place #07-07 Clifford Centre Singapore 048621; Tel: +65 6430 8217.


Top

Which analysts cover your company?

CIMB ResearchLim Siew Khee
Citi ResearchJame Osman
CLSA Asia-Pacific MarketsLow Horng Han
DBS Vickers SecuritiesHo Pei Hwa
HSBCRahul Bhatia
JP MorganAjay Mirchandani
KGIFraserJoel Ng
Macquarie Capital SecuritiesFoo Zhi Wei
Morgan Stanley AsiaMayank Maheshwari
Morningstar ResearchLee Chok Wai
OCBC Investment ResearchLow Pei Han
UBS SecuritiesCheryl Lee
UOB Kay HianAdrian Loh

 


Top

Who do I contact for investor-related questions?

You may email investor.relations@sembmarine.com or call +65 6971 7044 to connect with the Investor Relations team.

 


How can I keep up to date on Sembcorp Marine's news?

You may subscribe to our email alerts here.

Alternatively, you can access our stock exchange announcements section, news section and financial calendar section for the related information.



Can I request for printed copies of the latest Annual Report and Sustainability Report?

Our latest Annual Report and Sustainability Report are available only in digital format. The electronic versions of the reports are available for download at the following links:


Top