22 Jul 2020

Extraordinary General Meeting to be Held on 11 August 2020

Unless otherwise defined, all terms and references used herein shall bear the same meanings ascribed to them in the Circular (as defined below).

 

  1. Background. Sembcorp Marine Ltd (the “Company”) refers to:
    (i) the Company’s announcements dated 8 June 2020 and 22 July 2020 in relation to the proposed Rights Issue and the Whitewash Resolution
    (ii) the COVID-19 (Temporary Measures) Act 2020 passed by Parliament on 7 April 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
    (iii) 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 was gazetted on 13 April 2020, and which sets out the alternative arrangements in respect of, inter alia, general meetings of companies.

  2. Date, time and conduct of EGM.  The Company is pleased to announce that the Company has today issued a circular to shareholders of the Company (“Shareholders”) dated 22 July 2020 (the “Circular”) setting out further information on the Rights Issue and the Whitewash Resolution. The purpose of the Circular is to provide Shareholders with information pertaining to, and to seek Shareholders’ approval at an extraordinary general meeting of the Company (the “EGM”) for, the Rights Issue and the Whitewash Resolution. Pursuant to the Order, the EGM will be convened and held by way of electronic means, on Tuesday, 11 August 2020 at 10.00 a.m. (Singapore time).

     

    The Company’s Chairman, Tan Sri Mohd Hassan Marican, will conduct the proceedings of the EGM. The Company will address and publish its responses to all substantial and relevant questions which Shareholders have submitted in advance, on the Company’s website and on the SGXNET prior to the EGM.

    Shareholders will not be able to ask questions at the EGM live during the webcast or audio-stream, and therefore it is important for Shareholders to pre-register and submit their questions in advance of the EGM.

    All questions must be submitted via the pre-registration website or, if submitted by post, be lodged at the office of the Company’s Share Registrar (the “Share Registrar”), KCK CorpServe Pte. Ltd., in the manner described in the Appendix to this announcement by 10.00 a.m. on 8 August 2020 and Shareholders are encouraged to submit their questions well in advance of such deadline so that these can be addressed by the Company prior to the EGM.

  3. Circular, Notice of EGM and Proxy Form. Printed copies of the Circular, the Notice of EGM and the Proxy Form will be sent to Shareholders and may also be accessed at the Company’s website and will also be made available on the Singapore Exchange Limited (“SGX”) website

  4. No personal attendance at EGM. Due to the current COVID-19 situation in Singapore, Shareholders will not be allowed to attend the EGM in person.

  5. Alternative arrangements for participation at the EGM. Shareholders may participate at the EGM by:

    (i) observing and/or listening to the EGM proceedings via live audio-visual webcast or live audio-only stream;
    (ii) submitting questions in advance of the EGM; and/or
    (iii) appointing the Chairman of the Meeting as proxy to attend, speak and vote on their behalf at the EGM, if such Shareholder wishes to exercise his/her/its voting rights.

    Details of the steps for pre-registration, pre-submission of questions and voting at the EGM are set out in the Appendix to this announcement.

  6. Persons who hold shares through relevant intermediaries. Persons who hold ordinary shares of the Company (“Shares”) through relevant intermediaries (as defined in section 181 of the Companies Act, Chapter 50 of Singapore), including CPFIS Members and SRS Investors, and who wish to participate in the EGM by:

    (i) observing and/or listening to the EGM proceedings via live audio-visual webcast or live audio-only stream;
    (ii) submitting questions in advance of the EGM; and/or
    (iii) appointing the Chairman of the Meeting as proxy to attend, speak and vote on their behalf at the EGM, if such Shareholder wishes to exercise his/her/its voting rights,

    should contact the relevant intermediary (which would include, in the case of CPFIS Members and SRS Investors, their respective CPF agent banks and SRS Approved Banks) through which they hold such Shares as soon as possible in order for the necessary arrangements to be made for their participation in the EGM.

  7. Key dates/deadlines. In summary, the key dates/deadlines which Shareholders should take note of are set out in the table below:
    Key DatesActions
    From 10.00 a.m on
    23 July 2020
    (Thursday) 
    Shareholders may begin to pre-register at the URL https://bit.ly/3fSXKGr for live audio-visual webcast/live audio-only stream of the EGM proceedings.

    Shareholders may also begin to submit questions in advance of the EGM, via such pre-registration website or, in the alternative, by post to the Share Registrar, KCK CorpServe Pte. Ltd., in the manner as further described in the Appendix to this announcement.

    10.00 a.m. on
    5 August 2020
    (Wednesday) 
    Deadline for CPFIS Members or SRS Investors who wish to appoint the Chairman of the Meeting as proxy to approach their respective CPF agent banks or SRS Approved Banks to submit their votes.

    10.00 a.m. on
    8 August 2020
    (Saturday)
    Deadline for Shareholders to:

    • pre-register for live audio-visual webcast/live audio-only stream of the EGM proceedings;
    • submit questions in advance; and/or
    • submit Proxy Forms.
    10.00 a.m. on
    10 August 2020
    (Monday)
    Authenticated Shareholders will receive an email which will contain user ID and password details, as well as the link to access the live audio-visual webcast and a toll-free telephone number and conference code to access the live audio-only stream of the EGM proceedings (the “Confirmation Email”).

    Shareholders who do not receive the Confirmation Email by 10.00 a.m. on 10 August 2020, but have registered by 10.00 a.m. on 8 August 2020 should contact the Share Registrar, KCK CorpServe Pte. Ltd., at +65 6496 4993 from 9.00 a.m. to 5.00 p.m. on 10 August 2020.

    Date and time of EGM
    10.00 a.m. on
    11 August 2020
    (Tuesday)
    Shareholders have to:

    • Click on the link in the Confirmation Email and enter the user ID and password to access the live audio-visual webcast of the EGM proceedings; or
    • Call the toll-free telephone number (with the same mobile / land line number submitted during pre-registration) and enter the conference code in the Confirmation Email to access the live audio-only stream of the EGM proceedings.

  8. Further information. For more information, Shareholders can refer to the FAQs on the Company’s website at the URL https://www.sembmarine.com/investor-relations/investors-faq, or call the Company’s hotline number at +65 6878 1456 or +65 6971 7044.

  9. Important reminder. Due to the constantly evolving COVID-19 situation in Singapore, the Company may be required to change its arrangements for the EGM at short notice. Shareholders should check at the URL https://www.sembmarine.com/extraordinary-general-meeting for the latest updates on the status of the EGM.

The Company would like to thank all Shareholders for their patience and co-operation in enabling the Company to hold the EGM with the optimum safe distancing measures amidst the current COVID-19 situation in Singapore.

 

By order of the Board

Tan Yah Sze
Company Secretary

22 July 2020

 

Please click the below links to download:

  1. Notice of EGM
  2. Proxy Form for EGM
  3. Circular to Shareholders dated July 22, 2020
  4. Circular Presentation
  5. SGX Announcement

 

For the full PDF of this announcement, please click here.

 

IMPORTANT NOTICE

This announcement is for information only and does not constitute or form part of any offer or invitation to sell or issue or subscribe for, or any solicitation of any offer to acquire, any Rights Shares or to take up any entitlements to Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. No person should acquire any Rights Shares except on the basis of the information contained in an offer information statement to be lodged by the Company with the Monetary Authority of Singapore. The information contained in this announcement should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of applicable securities laws or regulations. The issue, exercise or sale of Rights Shares and the acquisition or purchase of the Rights Shares are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

The distribution of this announcement into jurisdictions other than Singapore may be restricted by law. Persons into whose possession this announcement and such other documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement.


APPENDIX

Steps for pre-registration, pre-submission of questions and voting at the EGM

Shareholders will be able to observe and/or listen to the EGM proceedings through a live audio-visual webcast or live audio-only stream via their mobile phones, tablets or computers, submit questions in advance of the EGM and vote by appointing the Chairman of the Meeting as proxy to attend, speak and vote on their behalf at the EGM, if such Shareholder wishes to exercise his/her/its voting rights.

To do so, they will need to complete the following steps:

No.StepsDetails
1.Pre-registration

Shareholders must pre-register at the pre-registration website at the URL https://bit.ly/3fSXKGr from 10.00 a.m. on 23 July 2020 till 10.00 a.m. on 8 August 2020 to enable the Company to verify their status as Shareholders.

Following the verification, authenticated Shareholders will receive an email by 10.00 a.m. on 10 August 2020. The email will contain user ID and password details, as well as the link to access the live audio-visual webcast and a toll-free telephone number and conference code to access the live audio-only stream of the EGM proceedings.

Shareholders who do not receive an email by 10.00 a.m. on 10 August 2020, but have registered by 10.00 a.m. on 8 August 2020 should contact the Share Registrar, KCK CorpServe Pte. Ltd., at +65 6496 4993 from 9.00 a.m. to 5.00 p.m. on 10 August 2020.

2. Submit questions in advanceShareholders will not be able to ask questions at the EGM live during the webcast or audio-stream, and therefore it is important for Shareholders to pre-register and submit their questions in advance of the EGM.

Submission of questions. Shareholders can submit questions related to the resolutions to be tabled for approval at the EGM to the Chairman of the Meeting, in advance of the EGM, in the following manner:er:

(i) Via pre-registration website. Shareholders who pre-register to observe and/or listen to the EGM proceedings may submit their questions via the pre-registration website at the URL https://bit.ly/3fSXKGr. Pre-registration commences from 10.00 a.m. on 23 July 2020.

(ii) By post. Shareholders may also submit their questions by post to the Share Registrar, KCK CorpServe Pte. Ltd., at 333 North Bridge Road, #08-00, KH KEA Building, Singapore 188721. When sending in your questions by post, please also provide the following details:

  • your full name;
  • your address; and
  • the manner in  which you hold Shares in the Company (e.g., via CDP, CPF or SRS).

Deadline to submit questions. All questions must be submitted via the pre-registration website or, if submitted by post, be lodged at the office of the Share Registrar, KCK CorpServe Pte. Ltd., by 10.00 a.m. on 8 August 2020.

Addressing questions. The Company will address and publish its responses to all substantial and relevant questions which Shareholders have submitted in advance, on the Company’s website and on the SGXNET prior to the EGM.

Minutes of EGM. The Company will publish the minutes of the EGM on the Company’s website and on SGXNET within one month after the EGM, and the minutes will include the substantial and relevant questions or comments which Shareholders have submitted in advance relating to the agenda of the EGM and the Company’s responses to these questions or comments.

3.Submit Proxy Forms to voteAppointment of Chairman of the Meeting as proxy. Shareholders (whether individual or corporate) who pre-register to observe and/or listen to the EGM proceedings and wish to vote on the resolutions to be tabled at the EGM must appoint the Chairman of the Meeting as their proxy to attend, speak and vote on their behalf at the EGM, in accordance with the instructions on the Proxy Form.

Specific voting instructions to be given. Where Shareholders (whether individual or corporate) appoint the Chairman of the Meeting as their proxy, they must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the Proxy Form, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.

Submission of Proxy Forms. Proxy Forms must be submitted in the following manner:
(i) if submitted by post, be lodged at the office of the Share Registrar, KCK CorpServe Pte. Ltd., at 333 North Bridge Road, #08-00, KH KEA Building, Singapore 188721; or
(ii) if submitted electronically,be submitted via email to the Share Registrar at shareregmeetings@kckcs.com.sg,

in either case, by 10.00 a.m. on 8 August 2020.

A Shareholder who wishes to submit a Proxy Form must first download (where necessary), complete and sign the Proxy Form, before submitting it by:

  • post to the address provided above, or
  • before scanning and sending it by email to the email address provided above.

In the alternative, a Shareholder may download, complete and authorise the Proxy Form by way of the affixation of an electronic signature, before sending it by email to the email address provided above.

In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for Shareholders to submit completed Proxy Forms by post, Shareholders are strongly encouraged to submit completed Proxy Forms electronically via email.

CPFIS Members or SRS Investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective CPF agent banks or SRS Approved Banks to submit their votes by 10.00 a.m. on 5 August 2020.

 

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