Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — Swiber Holdings — Shareholder Meeting (November 2017)
23 slides from Singapore Exchange's shareholder meeting presentation, Nov 23, 2017
Slide 1: Swiber Holdings Limited Extraordinary General Meeting
Swi b er Hol d in gs (Judicial Managers Appointed) Lim it ed Extraordinary General Meeting 23 November 2017
Slide 2: Agenda
Agenda Background Key highlights of SOSA Rationale of the proposed transactions described in the Circular Resolutions to be tabled Q&A session © 2017 KPMG Services Pte. Ltd. (Registration No: 200003956G), a Singapore incorporated company and a member firm of the KPMG network of independent member fi
Slide 3: Background
Background
Slide 4: Background
Background —VHL proposes to undertake a renounceable non- underwritten rights cum warrants issue, on the basis of: - 1 VHL Rights Share for every 1 existing VHL Share held by each VHL Shareholder - with 2 free detachable VHL Warrants for every 1 VHL Rights Share subscribed —Issue Price per VHL Right
Slide 5: Background
Background —SHL is a controlling shareholder of VHL @ 20.17%, holding 903,534,986 VHL Shares —SHL is entitled to subscribe for up to 903,534,986 VHL Rights Shares with up to 1,807,069,972 VHL Warrants —SHL and VHL have entered into a set-off and settlement agreement (“SOSA”) for purposes of setting-
Slide 6: Key highlights of SOSA
Key highlights of SOSA
Slide 7: Key highlights of SOSA
Key highlights of SOSA Total net owings by VHL Group to SOSA entered into between SHL, Swiber Offshore SHL Group Construction Pte. Ltd. (Judicial Managers Appointed) and VHL on 24 May 2017 (amended by a supplemental agreement dated 6 November 2017) An agreement to settle total agreed net owings by V
Slide 8: Key highlights of SOSA
Key highlights of SOSA Proposed Subscription & Novations & Proposed Additional Debt to Proposed Renunciation Proposed Warrants Exercise Group Set-Offs Equity Conversion and Assignment Arrangement — Undertaking by SHL to — VHL Holdco Owing (US$29.39 — Net amount owing from VHL Group to — Entitled to
Slide 9: Rationale of the proposed transactions described in the Circular
Rationale of the proposed transactions described in the Circular dated 8 November 2017 (“Circular”)
Slide 10: Rationale: Maintain shareholding percentage in VHL
Rationale of the proposed transactions described in the Circular Maintain —Current shareholding in VHL @ 20.17% shareholding - If SHL is not able to participate in the VHL Rights percentage cum Warrants Issue, its shareholdings in VHL will be in VHL diluted —Recent improvement in financial performan
Slide 11: Rationale: Conversion of debts into more liquid assets
Rationale of the proposed transactions described in the Circular Conversion —There is no certainty of repayment of the outstanding of debts into amount owing from VHL more liquid and —VHL Rights Shares, VHL Warrants, the new VHL marketable Shares arising from the exercise of the VHL Warrants assets
Slide 12: Rationale: Receive payment upfront
Rationale of the proposed transactions described in the Circular Receive —The Proposed Renunciation and Assignment payment enables SHL to receive payment upfront in respect of upfront the renounced VHL Rights Shares with VHL Warrants and the assigned receivables owing from VHL, and will discharge SH
Slide 13: Rationale: Unlock value
Rationale of the proposed transactions described in the Circular Unlock Value —The Proposed Disposal of Securities will allow SHL to unlock value from the Proposed Subscription, Proposed Warrants Exercise Arrangement and Proposed Additional Debt to Equity Conversion —Proceeds from the disposal may b
Slide 14: Resolutions to be tabled
kPmG RESOIULIONS (0 De Tablet
Slide 15: Resolution 1: Subscription for VHL Rights Shares with Warrants
Resolutions to be tabled (By Ordinary Resolution) RESOLUTION (a) The proposed subscription for VHL 1 Rights Shares with VHL Warrants pursuant to the VHL Rights cum Warrants Issue, by way of the Subscription Set-Off and Settlement Arrangement Note: (a) In the event that Resolution 1 is not tabled, th
Slide 16: Resolution 2: Acquisition of new VHL shares via warrants exercise
Resolutions to be tabled (By Ordinary Resolution) RESOLUTION The proposed acquisition of new 2 ordinary shares in VHL pursuant to the exercise of VHL Warrants, by way of the Warrants Exercise Set-Off and Settlement Arrangement © 2017 KPMG Services Pte. Ltd. (Registration No: 200003956G), a Singapore
Slide 17: Resolution 3: Additional debt to equity conversion
Resolutions to be tabled (By Ordinary Resolution) RESOLUTION 3 The proposed acquisition of new ordinary shares in VHL, by way of the Proposed Additional Debt to Equity Conversion © 2017 KPMG Services Pte. Ltd. (Registration No: 200003956G), a Singapore incorporated company and a member firm of the K
Slide 18: Resolution 4: Mandate for renunciation and assignment of receivables
Resolutions to be tabled (By Ordinary Resolution) RESOLUTION The proposed shareholders’ mandate for the renunciation of all 4 or part of the Company’s provisional allotments of VHL Rights Shares with VHL Warrants to third party(ies) and the Assignment of Receivables in connection therewith © 2017 KP
Slide 19: Resolution 5: Mandate for disposal of securities
Resolutions to be tabled (By Ordinary Resolution) RESOLUTION The proposed shareholders’ 5 mandate for the disposal of all or part of (i) the SHL Rights Shares, (ii) the SHL Warrants, (iii) the New VHL Shares and (iv) the Additional New Shares © 2017 KPMG Services Pte. Ltd. (Registration No: 20000395
Slide 20: Q&A Session
Q&A Session
Slide 21: Disclaimer
Disclaimer — This presentation has been prepared by the Judicial Managers of the Company for the purpose of the Extraordinary General Meeting to seek the approval of the Company’s shareholders for certain resolutions, and for no other purpose. This presentation should not be relied upon by any perso
Slide 22: Thank you
Thank you
Slide 23: kpmg.com/socialmedia kpmg.com/app
kpmg.com/socialmedia kpmg.com/app The affairs, business and property of the Company are being managed by the Judicial Managers appointed by the High Court of Singapore. The Judicial Managers contract and only act as agents of the Company and disclaim all personal liability of any nature whatsoever f
Swiber Holdings — Shareholder Meeting (November 2017) on 6ix