Investors’ FAQ

 


Why is there a Mandatory Conditional General Cash Offer (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 Investments Pte. Ltd. (“Startree” or the “Offeror”), an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited, 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 (“Sembcorp Marine”) 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“).

The Offer Price is final and Startree will not revise the Offer Price or any other terms of the MGO.

The MGO will be open for acceptance by Shareholders for 28 days from the date of posting of the Offer Document. The Offeror does not intend to extend the MGO beyond the closing date of 28 days from the Offer Document.

For details on the MGO, please refer to the Offer Announcement dated 22 September 2021 and the related Press ReleaseUpdates on the MGO will be made via Sembcorp Marine’s SGXNet announcements accessible at this link and the SGX-ST website,

 

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.

 

 

Is it mandatory for Shareholders to tender all their Shares to Temasek/Startree at S$0.08 or can they retain all or part of the Shares? Are Shareholders able to reject?

It is not mandatory for Shareholders to tender their Shares to Temasek/Startree. All Shareholders are free to retain or sell all or part of their Shares to Temasek/Startree at their discretion.

 

 


What is the indicative timeline for the MGO? 

The MGO will be open for acceptance by Shareholders for 28 days from the date of posting of the Offer Document. The Offeror does not intend to extend the MGO beyond the closing date of 28 days from the Offer Document.

The indicative dates are as follows

Formal Announcement of MGO22 September 2021, Wednesday (Singapore time)
Electronic dissemination of Offer DocumentBetween 6 October 2021, Wednesday and 13 October 2021, Wednesday (Singapore time)
Electronic dissemination of Sembcorp Marine’s CircularWithin 14 days after the despatch of the Offer Document
Closing Date of the MGO28 days after posting of the Offer Document

 

 

What is the Mandatory Conditional General Cash Offer conditional upon?

In compliance with the requirements of the Code, the MGO is 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. If the valid acceptances received are such that the aggregate shareholding of the Offeror Concert Party Group is less than or equal to 50% as at the close of the MGO, the MGO will not become unconditional and will lapse. All Shares tendered in acceptance of the MGO will then be returned to Shareholders.

 


Is the intention for Sembcorp Marine to remain listed following the MGO? 

It is the current intention of Startree for Sembcorp Marine to remain listed on the SGX-ST following completion of the MGO, but Startree reserves the right to re-evaluate its position, taking into account, among other things, the level of acceptances received by Startree in respect of the MGO and the prevailing market conditions at the relevant time.

 

 

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.)


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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 211/17 |  +65 6837 2133
  • 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


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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.


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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 shares31,389,099,152 (as at 22 September 2021)
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



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

Directors9 directors (6 of whom are independent)
(as at 9 March 2021)

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.

 


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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


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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? 

Perioed1H 2021
TypeInterim
1H results announcement date29-Jul-21
Dividend paid per ordinary shareNil
PeriodFY 2020
TypeFinal
FY results announcement date23-Feb-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 8211/17 |  +65 6837 2133.


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Which analysts cover your company?

CIMB ResearchLim Siew Khee
Citi ResearchChang Kwok Wei
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

 


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Where can I find the documents on the most recent AGM?

More information can be found at the annual general meeting section of the website.


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. The minutes of the AGM will be published on our corporate website and on SGXNet.


Why was the 58th AGM on 23 April 2021 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 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 and 1 October 2020) which provides additional guidance on the conduct of general meetings during the period from 27 March 2020 to 30 June 2021.


How do I obtain date and venue details of your upcoming AGM?

The Notice of AGM which includes details of the event is made available each year to our shareholders and the public through:


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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:


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