14 Aug 2020

Renounceable Underwritten Rights Issue (1) Lodgment of Offer Information Statement (2) Acceptance and Excess Application for Rights Shares (3) Trading of Nil-Paid Rights (Under Stock Code: THFR); and (4) Timetable of Key Events


Not for distribution in the United States
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada or Japan. This announcement is not an offer of securities for sale into the United States, Canada or Japan. The provisional allotments of Rights Shares, the Rights Shares and the Excess Rights Shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act), except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

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

 

The Directors refer to the Company’s announcements on 8 June 2020, 22 July 2020, 5 August 2020 and 11 August 2020 in relation to, among others, the Rights Issue.

 

1. LODGMENT AND DESPATCH OF OFFER INFORMATION STATEMENT

The Company wishes to announce that the offer information statement dated 14 August 2020 in relation to the Rights Issue (the “Offer Information Statement”) has today been lodged with the Monetary Authority of Singapore (“MAS”) and will be despatched to Entitled Shareholders (together with a copy of the Provisional Allotment Letter (the “PAL”) or, as the case may be, the application and acceptance form for Rights Shares and Excess Rights Shares (the “ARE”)), on or around 19 August 2020.

For practical reasons and in order to avoid any violation of the securities legislation applicable in jurisdictions other than Singapore, the Offer Information Statement and its accompanying documents will not be despatched to Foreign Shareholders. Foreign Shareholders will not be entitled to participate in the Rights Issue. Accordingly, no provisional allotment of Rights Shares will be made to Foreign Shareholders and no purported acceptance or application for the Rights Shares by Foreign Shareholders will be valid.


2. ACCEPTANCES OF PROVISIONAL ALLOTMENTS OF RIGHTS SHARES AND APPLICATIONS FOR EXCESS RIGHTS SHARES

Acceptances of provisional allotments of Rights Shares and (if applicable) applications for Excess Rights Shares may be made by Entitled Shareholders:

(i) in the case of Entitled Depositors:

(a) by way of the ARE; and/or
(b) by way of an Electronic Application through an ATM of a Participating Bank; and

(ii) in the case of Entitled Scripholders, by way of the PAL.

For CPFIS Members, SRS Investors and investors who hold Shares through a finance company and/or Depository Agent, acceptances of the provisional allotments of Rights Shares and (if applicable) applications for Excess Rights Shares must be done through their respective approved CPF agent banks with whom they hold their CPF Investment Accounts, their respective SRS Approved Banks with whom they hold their SRS accounts, and their respective finance companies and/or Depository Agents, respectively. Such investors are advised to provide their respective approved CPF agent banks with whom they hold their CPF Investment Accounts, their respective SRS Approved Banks with whom they hold their SRS accounts, and their respective finance companies and/or Depository Agents, as the case may be, with the appropriate instructions no later than the deadlines set by them in order for such intermediaries to make the relevant acceptance and (if applicable) application on their behalf by the Closing Date. Any acceptance and/or (if applicable) application made directly by the abovementioned persons through CDP, Electronic Applications through ATMs of the Participating Banks, the Share Registrar and/or the Company will be rejected.

More information on the procedures for acceptance, payment and excess application for the Rights Shares by Entitled Shareholders may be found in the Offer Information Statement, the ARE and the PAL.

 

3. TRADING PERIOD FOR NIL-PAID RIGHTS

The trading period for the provisional allotments of Rights Shares (or “nil-paid” Rights) on the SGX-ST will commence at 9.00 a.m. on 19 August 2020 and will end at 5.00 p.m. on 27 August 2020. The trading details of the Rights are as follows:

Trading Name:Sembcorp Marine R
Trading Stock Code:THFR1
ISIN Code:SGXN564311451

1These supersede the previous trading stock code JOKR and the previous ISIN code SGXN69446759.

 

Entitled Depositors who sell their “nil-paid” Rights during the period need not forward the ARE to the Purchasers as arrangements will be made by CDP for a separate Application Form for Rights Shares (the “ARS”) to be issued to the Purchasers. Purchasers should note that CDP will, for and on behalf of the Company, send the ARS, accompanied by the Offer Information Statement and other accompanying documents, by ordinary post and at the Purchasers’ own risk, to their respective Singapore addresses as maintained in the records of CDP. For the avoidance of doubt, only Entitled Shareholders (and not Purchasers or the renouncees of Entitled Shareholders) shall be entitled to apply for additional Rights Shares in excess of their provisional allotments of Rights Shares.

For practical reasons and in order to avoid any violation of the securities legislation applicable in jurisdictions other than Singapore, the Offer Information Statement and its accompanying documents will not be despatched to Foreign Purchasers. Foreign Purchasers who wish to accept the Rights credited to their Securities Accounts should make the necessary arrangements with their respective Depository Agents or stockbrokers in Singapore.

 

4. TIMETABLE OF KEY EVENTS

The timetable below lists certain important dates and times relating to the Rights Issue. All dates and times referred to below are Singapore dates and times.

Lodgment of the Offer Information Statement and accompanying application forms with the MAS:Friday, 14 August 2020
Record Date:Friday, 14 August 2020
at 5.00 p.m.
Despatch of the Offer Information Statement (together with the ARE or the PAL, as the case may be) to Entitled Shareholders:Wednesday, 19 August 2020
Commencement of trading of Rights:Wednesday, 19 August 2020
from 9.00 a.m.
First date and time for acceptance of and payment for the Rights Shares and/or applications and payment for Excess Rights Shares(1):Wednesday, 19 August 2020
(9.00 a.m. for Electronic Applications through ATMs of the Participating Banks)
Last date and time for splitting and trading of Rights:Thursday, 27 August 2020
at 5.00 p.m.
Last date and time for acceptance of and payment for Rights Shares and/or applications and payment for Excess Rights Shares(1), (2)Wednesday, 2 September 2020
at 5.00 p.m. (9.30 p.m. for Electronic Applications through ATMs of the Participating Banks)
Last date and time for renunciation of and payment for Rights Shares(1), (2)Wednesday, 2 September 2020
at 5.00 p.m. (9.30 p.m. for Electronic Applications through ATMs of the Participating Banks)
Expected date of issuance of Rights Shares:Friday, 11 September 2020
Expected date of commencement of trading of Rights Shares:Friday, 11 September 2020

Notes
(1) Entitled Depositors, their renouncees and/or Purchasers (other than Foreign Purchasers) who wish to accept their provisional allotments of Rights Shares and/or apply for Excess Rights Shares through an ATM of a Participating Bank should note that Electronic Applications through ATMs of Participating Banks will not be available on Saturday, 29 August 2020 due to system maintenance.

(2) This does not apply to CPFIS Members, SRS Investors and investors who hold Shares through a finance company and/or Depository Agent. CPFIS Members, SRS Investors and investors who hold Shares through a finance company and/or Depository Agent should refer to the Offer Information Statement for details relating to the application procedure for them. Any acceptance and/or (if applicable) application made by these investors directly through CDP, ATMs of a Participating Bank, the Share Registrar and/or the Company will be rejected. Such investors, where applicable, will receive notification letter(s) from their respective approved CPF agent banks with whom they hold their CPF Investment Accounts, their respective SRS Approved Banks with whom they hold their SRS accounts, and their respective finance companies or Depository Agents, as the case may be, and should refer to such notification letter(s) for details of the last date and time to submit applications to their respective approved CPF agent banks with whom they hold their CPF Investment Accounts, their respective SRS Approved Banks with whom they hold their SRS Accounts, and their respective finance companies or Depository Agents, as the case may be.

 

As soon as practicable after the Closing Date, the Company will announce the results of the Rights Issue through an SGXNET announcement to be posted on the internet at the SGX-ST’s website http://www.sgx.com.

The above timetable is indicative only and is subject to change. As at the date of this announcement, the Company does not expect the above timetable to be modified. However, the Company may, in consultation with the Sole Financial Adviser, Lead Manager and Underwriter and with the approval of the SGX-ST and/or CDP, modify the above timetable subject to any limitation under any applicable laws. In such an event, the Company will publicly announce the same through an SGXNET announcement to be posted on the internet at the SGX-ST’s website http://www.sgx.com.

 

BY ORDER OF THE BOARD

Tan Yah Sze
Company Secretary

14 August 2020

 

For the PDF version of the Offer Information Statement (OIS), please click here.

For the PDF version 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 the Offer Information Statement. The information contained in this announcement is not for release, publication or distribution to persons in the United States and 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, the Offer Information Statement, the provisional allotment letters and/or the application forms for Rights Shares and Excess Rights Shares 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.

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