Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — Sembcorp Marine — Merger or Acquisition (June 2020)
20 slides from Singapore Exchange's merger presentation, Jun 8, 2020
Slide 1: Recapitalisation of Sembcorp Marine: Positioned for the future
Recapitalisation of Sembcorp Marine: Positioned for the future 8 June 2020
Slide 2: Disclaimer
Disclaimer This announcement presentation is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the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 Japan. This announcement presentation is not an o
Slide 3: Table of Contents
Table of Contents 1 Transaction Overview 2 Transaction Rationale 3 Selected Pro Forma Financial Effects 4 Shareholder Approvals 5 Important Dates 6 Appendix 3
Slide 4: Transaction Overview
Transaction Overview Sembcorp Marine Ltd (“SCM”) and Sembcorp Industries Ltd (“SCI”) have jointly announced a Transaction involving the following 2 steps: 1 Recapitalisation of SCM 2 Demerger of SCM from SCI ▪ Renounceable underwritten rights Issue (“Rights ▪ Distribution in specie3 of the SCM Share
Slide 5: Transaction Step 1: Rights Issue
Transaction Step 1: Rights Issue Pre Transaction Post Rights Issue SCI Public SCI Public Shareholders Shareholders 49.3%1 50.7% 49.3%1 50.7% SCM Public SCM Public Shareholders Shareholders 61.0% 39.0% S$1.5bn 60.9%3 to 69.94% Subordinated 6.5%4 to 39.1%3 Credit Facility2 0%3 to 23.6%4 Transaction st
Slide 6: Transaction Step 2: Proposed Distribution
Transaction Step 2: Proposed Distribution Post Distribution SCI Public SCI Public SCM Public Shareholders Shareholders Shareholders 29.9%2 to 30.9%2 to 6.5%3 to 49.3%1 50.7% 58.0%3 35.4%3 39.1%2 (excluding SCM) (Recapitalised after S$2.1bn Rights Issue) Transaction steps 2 Loan swap and Demerger to
Slide 7: Key Terms of the Rights Issue
Key Terms of the Rights Issue Rights Issue to Entitled Shareholders as at Record Date Gross Proceeds Approximately S$2.1 billion Allotment Ratio 5 Rights Shares for every 1 existing Share(1) Issue Price S$0.20 per Rights Share ▪ Approximately 31.0% discount to TERP2 of S$0.2903 based on last 5-Day V
Slide 8: Use of Rights Issue Proceeds
Use of Rights Issue Proceeds Gross proceeds from Rights Issue is approximately S$2.1 billion with following use of proceeds: Percentage of Purpose Amount Proceeds To repay (including by way of set off) the Approximately outstanding principal on the Subordinated Credit S$1.5 billion 72% Facility1 Wor
Slide 9: Industry Context and Background
Industry Context and Background Urgent need to address liquidity requirements amidst challenging industry conditions Global upstream capex and oil prices SCM’s order book US$bn US$/bbl S$/bn 14.0 800 120 Industry Downturn Industry Downturn 12.0 700 100 600 10.0 80 500 -76.9% 8.0 400 60 6.0 300 40 4.
Slide 10: Transaction Rationale
Transaction Rationale Strengthen liquidity and balance Enable a focused strategy for a 1 sheet 2 sustainable future ▪ Improves financial position and funds ongoing ▪ Stronger position to build sustainable business project commitments models in offshore, marine and energy sectors ▪ Significant deleve
Slide 11: Summary of Benefits to Shareholders
Summary of Benefits to Shareholders Strengthen its liquidity position and balance sheet, enabling it to execute its existing projects and compete for high-value projects going forward Demerger will enable SCM to pursue a focused strategy and build further its core engineering and execution capabilit
Slide 12: Selected Pro Forma Financial Effects
Selected Pro Forma Financial Effects(1) FY2019 Earnings/(Loss) Net Tangible Assets(3) Net Gearing(4) per Share(2) as at 31 Dec 2019 (S$’bn) as at 31 Dec 2019 (cents) (6) S$4.4bn : Gross debt 4.0 (6) Before the After the Rights 1.82x Rights Issue Issue (5) (0.67) 1.9 S$2.9bn 0.45x (6.57) Before the R
Slide 13: Shareholder Approvals
Shareholder Approvals Whitewash1 Resolution Ordinary Resolution to Ordinary Resolution to approve in respect of Proposed approve Rights Issue* Proposed Distribution* Distribution* ▪ Simple majority ▪ Simple majority ▪ Simple majority (> 50%) required (> 50%) required (> 50%) required ▪ SCI has provi
Slide 14: Important Dates
Important Dates Announcement of Announcement of Monday, 8 June 2020 Rights Issue Proposed Distribution 1H2020 Results Announcement 1H2020 Results Announcement End July 2020 Despatch of Circular for SCM Despatch of Circular for SCI 14 clear days before EGM EGM EGM Last date to lodge Proxy Forms Last
Slide 15: Appendix
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Slide 16: Close to 60 years of track record
Overview of Sembcorp Marine Rigs & Repairs & Floaters Upgrades Close to 60 years of track record Facilities in 5 countries 25,000 strong global workforce Offshore Specialised Platforms Shipbuilding A global player in innovative engineering solutions for the Offshore, Marine and energy industries, wi
Slide 17: Building a Sustainable Business Model for the Future
Building a Sustainable Business Model for the Future Demonstrated capabilities in delivering complex process solutions, including oil & gas production solutions operating in harsh environments. Well intervention World’s largest, semi-submersible strongest and Two offshore wind rig based on design jo
Slide 18: Moving Up the Value Chain
Moving Up the Value Chain Provisioning of a full value chain of offshore wind and offshore gas products and solutions, Developing and adopting leveraging on the Industry 4.0-related Group’s integrated technologies such as 3D marine and offshore printing and integrated engineering capabilities digita
Slide 19: Post Transaction Shareholdings
Post Transaction Shareholdings SCM Current Shareholdings SCI 61.0% SCM Public Shareholders 39.0% Enlarged shareholding1 Post-Rights Issue Enlarged shareholding1 Post-Rights Issue and (for Illustration) Proposed Distribution (for Illustration) SCM Public SCI Public SCM Public SCI Temasek3 SCI Temasek
Slide 20: Integrated Synergies, Global Possibilities.
Integrated Synergies, Global Possibilities. Disclaimer: This presentation should be read in conjunction with 1) all formal/ legal announcements and also 2) all announcements and documents in relation to the Proposed Distribution, which will be released by Sembcorp Industries Ltd on SGXNET. This pres