Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — Sembcorp Marine — Merger or Acquisition (April 2022)
16 slides from Singapore Exchange's merger presentation, Apr 27, 2022
Slide 1: Creation of a Premier Global Player in Offshore Renewables, New Energy and Cleaner O&M Solutions
Creation of a Premier Global Player in Offshore Renewables, New Energy and Cleaner O&M Solutions 27 April 2022
Slide 2: Important Notice
Important Notice This presentation 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 securities in any jurisdiction in which such an offer or solicitation is unlawful, nor shall
Slide 3: Agenda
Agenda 1) Transaction Overview 2) Key Benefits of the Proposed Combination 3) Key Terms of the Transaction 4) Transaction Steps Overview 5) Illustrative FY2021 Pro Forma Financial Impact 6) Approvals Required and Conditions Precedent 7) EGM Shareholder Approval and Important Dates 2
Slide 4: Transaction Overview: A Transformative Combination
Transaction Overview A Transformative Combination (1) Creation of a premier global player offering offshore renewables, new energy and cleaner solutions in the offshore & marine sector World-class engineering capabilities and global operational capabilities Well-established track records for quality
Slide 5: Overview of Combined Entity
Transaction Overview Overview of Combined Entity Creation of a Premier Global Player Offering Offshore Renewables, New Energy and Cleaner Solutions in the Offshore & Marine Sector Combined Entity capabilities to capitalise on the energy transition S$6.4bn Net Order Book(1) Offshore Renewables New En
Slide 6: Key Benefits of the Proposed Combination
Key Benefits of the Proposed Combination Creation of a Premier Global Player in Offshore Renewables, New Energy and Cleaner O&M Solutions ▪ Capitalise on momentum in offshore wind farms and other renewables ▪ Invest early and selectively in new energy sources ▪ Reduce carbon footprint through cleane
Slide 7: Key Benefits: Creation of a Premier Global Player
Key Benefits of the Proposed Combination Creation of a Premier Global Player Creation of a Premier Global Player in Offshore Greater Synergy from Combined Operational Capabilities, Renewables, New Energy and Cleaner O&M Solutions Engineering Bench Strength and Track Record Catering to offshore renew
Slide 8: Key Benefits: Greater Synergy from the Combined Entity
Key Benefits of the Proposed Combination Greater Synergy from the Combined Entity Creation of a Premier Global Player in Offshore Greater Synergy from Combined Operational Capabilities, Renewables, New Energy and Cleaner O&M Solutions Engineering Bench Strength and Track Record Integration of two es
Slide 9: Key Terms of the Transaction
Key Terms of the Transaction ▪ Proposed Combination involves the establishment of a Combined Entity, which will combine the businesses of Sembcorp Marine and Keppel O&M(1) Transaction ❑ Internal restructuring of Sembcorp Marine via a scheme of arrangement into the Combined Entity Summary (the “Sembc
Slide 10: Transaction Steps Overview: Structure at Signing
Transaction Steps Overview Transaction Structure at Signing 1 Sembcorp Marine Scheme ▪ Internal restructuring of Sembcorp Marine Sembcorp Marine via a Shareholders scheme of arrangement into the Combined Entity One-for-one ▪ Sembcorp Marine share swap shareholders will receive one share in the Combi
Slide 11: Transaction Steps Overview: Structure at Closing
Transaction Steps Overview Transaction Structure at Closing Temasek will hold 33.5%(1) in the Combined Entity Sembcorp Marine 44.0% Combined Entity 56.0%(2) Keppel and its Shareholders (SGX Listed) Shareholders 100.0% 100.0% Sembcorp Marine Keppel O&M (Less out-of-scope assets(3)) Master 10.0% Servi
Slide 12: Illustrative FY2021 Pro Forma Financial Impact
Illustrative FY2021 Pro Forma Financial Impact (1) Combined Entity Net Order Book(2) S$1.3bn S$5.1bn S$6.4bn Revenue S$1.9bn S$2.0bn S$3.9bn Net Loss -S$1.2bn -S$0.1bn(3) -S$1.3bn NTA(4) S$3.8bn S$0.9bn S$4.7bn Gearing(5) 33% 17% 22% EPS(6) -S$6.5 cents -S$2.2 cents NTA per Share(7) S$0.12 S$0.07 No
Slide 13: Approvals Required and Conditions Precedent
Approvals Required and Conditions Precedent Shareholders’ Approval for Sembcorp Marine Sembcorp Marine Scheme >75% in value and >50% in number for Sembcorp Marine shareholders(1) Proposed Combination >50% in value for Sembcorp Marine shareholders(1) The Sembcorp Marine Scheme is not conditional on t
Slide 14: EGM Shareholder Approval and Important Dates
EGM Shareholder Approval and Important Dates Announcement of the Proposed 27 April 2022 Combination The envisaged regulatory and other approvals may take up to 9 months to obtain At least 14 days Despatch of EGM Circular before EGM 72 hours Last date to lodge Proxy Forms before EGM EGM(1) Estimated
Slide 15: Q&A
Q&A Integrated Synergies, Global Possibilities.
Slide 16: Integrated Synergies, Global Possibilities.
Integrated Synergies, Global Possibilities.