Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — Sembcorp Marine — Merger or Acquisition (June 2021)
21 slides from Singapore Exchange's merger presentation, Jun 24, 2021
Slide 1: Fortifying Financial Position and Creating Value
Integrated Synergies, Global Possibilities. Fortifying Financial Position and Creating Value (1) Proposed Renounceable Underwritten Rights Issue (2) Potential Combination with Keppel O&M Under Non-Binding MOU 24 June 2021
Slide 2: Important Notice
Integrated Synergies, Global Possibilities. Important Notice This announcement presentation is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the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
Slide 3: Table of Contents
Integrated Synergies, Global Possibilities. Table of Contents Business Overview Proposed Renounceable Underwritten Rights Issue A Transaction Overview B Transaction Rationale C EGM Shareholder Approval and Important Dates Potential Combination with Keppel O&M Under Non-Binding MOU D Overview of Pote
Slide 4: Overview of Sembcorp Marine
Overview of Sembcorp Marine Close to 60 years of track record Facilities in 5 countries ~20,000 strong global workforce A global player in innovative engineering solutions for the Offshore, Marine and Energy industries, with an increasing focus on renewable and other clean energy solutions 3
Slide 5: Strategic Focus and Sustainable Product Solutions
Integrated Synergies, Global Possibilities. A global player in innovative engineering solutions for the Offshore, Marine and Energy industries, with an increasing focus on renewable and other clean energy solutions Well-placed to support the global energy needs – oil remains a critical resource in t
Slide 6: Industry Downturn and Recent Challenges
Industry Downturn and Recent Challenges Prolonged and Severe Industry Downturn Unexpected and Protracted COVID-19 Disruptions Prolonged period of oil price weakness since Acute manpower shortages caused by border 2015 and sudden collapse in oil prices in 2020 controls and attrition to competing indu
Slide 7: Proposed Renounceable Underwritten Rights Issue
Integrated Synergies, Global Possibilities. Proposed Renounceable Underwritten Rights Issue 6
Slide 8: Key Terms of Renounceable Underwritten Rights Issue
Transaction Overview Key Terms of Renounceable Underwritten Rights Issue Rights Ratio 3 Rights Shares for every 2 existing Shares held (1) Gross Proceeds Approximately S$1.5 billion Issue Price S$0.08 per Rights Share S$0.191 S$0.158 S$0.124 58.1% 49.2% discount 35.7% discount S$0.08 discount Pricin
Slide 9: Transaction Rationale
Transaction Rationale Strengthen Balance Sheet and Liquidity Position A Fulfill Existing Commitments and Win New Projects B Augment Technological Capabilities and Maintain Competitive Edge C Accelerate Strategic Pivot into High-growth Renewable and Clean Energy Segments D 8
Slide 10: Transaction Rationale: Strengthen Balance Sheet and Liquidity
Transaction Rationale Augment Technological Accelerate Strategic Pivot into Strengthen Balance Sheet and Fulfill Existing Commitments Capabilities and Maintain High-growth Renewable and Liquidity Position and Win New Projects Competitive Edge Clean Energy Segments Ensuring Sufficient Liquidity to Me
Slide 11: Transaction Rationale: Fulfill Commitments and Win New Projects
Transaction Rationale Augment Technological Accelerate Strategic Pivot into Strengthen Balance Sheet and Fulfill Existing Commitments Capabilities and Maintain High-growth Renewable and Liquidity Position and Win New Projects Competitive Edge Clean Energy Segments Bid for High-Value and Large-Scale
Slide 12: Transaction Rationale: Enhance Strategic Capabilities and R&D
Transaction Rationale Augment Technological Accelerate Strategic Pivot into Strengthen Balance Sheet and Fulfill Existing Commitments Capabilities and Maintain High-growth Renewable and Liquidity Position and Win New Projects Competitive Edge Clean Energy Segments Enhance Strategic Capabilities and
Slide 13: Transaction Rationale: Fund Growth in Renewable Energy Sectors
Transaction Rationale Augment Technological Accelerate Strategic Pivot into Strengthen Balance Sheet and Fulfill Existing Commitments Capabilities and Maintain High-growth Renewable and Liquidity Position and Win New Projects Competitive Edge Clean Energy Segments Greater Capability to Fund Growth a
Slide 14: Summary of Benefits to Shareholders
Summary of Benefits to Shareholders A global player in innovative engineering solutions for the Offshore, Marine and Energy industries, with an increasing focus on renewable and other clean energy solutions ▪ Accelerate strategic pivot into the high-growth renewable and clean energy segments ▪ Great
Slide 15: EGM Shareholder Approval and Important Dates
EGM Shareholder Approval and Important Dates Announcement of Rights Issue Thu 24 June 2021 At least 14 days EGM Despatch of EGM Circular before EGM Shareholders Approval Last date to lodge Proxy Forms 72 hours before EGM Ordinary Resolution to Approve Rights EGM Est. August 2021 Issue Rights Issue O
Slide 16: Potential Combination with Keppel O&M Under Non-Binding MOU
Integrated Synergies, Global Possibilities. Potential Combination with Keppel O&M Under Non-Binding MOU 15
Slide 17: Potential Combination Overview
Potential Combination Overview Sembcorp Marine and Keppel Corporation entered into a non-binding MOU to commence exclusive talks on a Potential Combination Sembcorp Marine Shareholders Keppel Corporation Limited Combined Listed Entity(1) All existing assets and All existing assets and operations ope
Slide 18: Rationale of Potential Combination
Rationale of Potential Combination Potential Combination, if implemented, would create a stronger player and accelerate pivot to the energy transition Potential Combination aims to creates sustainable value over the long term Creates a stronger player to capitalise on growing opportunities in the O&
Slide 19: Opportunity to Accelerate Pivot to the Energy Transition
Opportunity to Accelerate Pivot to the Energy Transition Siemens Dudgeon Hornsea 2 Offshore Wind Sofia Offshore Offshore Wind Farm Farm Jacket Foundations Wind Farm SCM: Secured design and build contract SCM: Engineering, procurement and SCM: Secured Sofia HVDC substation for the offshore substation
Slide 20: Summary
Summary ▪ Renounceable Underwritten Rights ▪ Strengthen balance sheet and liquidity Issue to raise S$1.5 billion position ▪ Undertaking and Underwriting ▪ Fulfill existing commitments and win new Proposed Arrangements provide funding projects Rights Issue certainty ▪ Augment technological capabiliti
Slide 21: Integrated Synergies, Global Possibilities.
Integrated Synergies, Global Possibilities.