Keppel Ltd. · SGX:BN4
Keppel — Merger or Acquisition (April 2022)
13 slides from Keppel's merger presentation, Apr 27, 2022
Slide 1: Proposed Combination of Keppel O&M & Sembcorp Marine and Resolution of Legacy Rigs
Proposed Combination of Keppel O&M & Sembcorp Marine and Resolution of Legacy Rigs 27 April 2022
Slide 2: Disclaimer
Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL, SUBSCR
Slide 3: Contents
Contents 1. Transaction overview 2. Strategic rationale 3. Financial impact 4. Appendix 3
Slide 4: Executing Vision 2030
Transaction overview Strategic rationale Financial impact Executing Vision 2030 The proposed combination of Keppel O&M & Sembcorp Marine and the resolution of Keppel O&M’s legacy rigs achieves several Vision 2030 objectives: Business transformation Creating a premier global player offering offshore
Slide 5: Summary of proposed transactions
Transaction overview Strategic rationale Financial impact Summary of proposed transactions Current structure Post-transaction structure KCL KCL shareholders shareholders 100% 46%1 100% 10%1 Combined Entity Segregated Account 10% + securities 100% 100% 100% Out-of-Scope Assets Asset Co (Includes KOM’
Slide 6: Summary of proposed transactions (cont'd)
Transaction overview Strategic rationale Financial impact Summary of proposed transactions (cont’d) 1 Overview of Asset Co Transaction 2 Overview of Proposed Combination transaction KCL SCM shareholders shareholders 100% 56% 44% Baluran KCL Kyanite1 shareholders Limited1 S$0.5b Combined Entity KCL w
Slide 7: Proposed Combination will create a premier global player focused on offshore renewables, new energy and cleaner O&M solutions
Transaction overview Strategic rationale Financial impact Proposed Combination will create a premier global player focused on offshore renewables, new energy and cleaner O&M solutions Better positioned to capitalise on opportunities in offshore renewables, new energy and cleaner O&M solutions with
Slide 8: Monetising Keppel O&M's legacy assets and receivables over time
Transaction overview Strategic rationale Financial impact Monetising Keppel O&M’s legacy assets and receivables over time Confidence in Asset Co substantially monetising the Utilisation & dayrates for modern assets over next 3-5 years with improving market jackup rigs are expected to improve, cond
Slide 9: Realisable Value and Financial Impact
Transaction overview Strategic rationale Financial impact Realisable Value and Financial Impact Realisable value: c.S$9.42b + Including Out-of-Scope Assets Asset Co Combination transaction Excluding: comprising mainly: Floatel & Dyna-Mac S$4.87b1 S$0.5b S$0.3b S$4.05b + in CE Shares + Cash KCL’s EPS
Slide 10: A win-win proposition for Keppel's stakeholders
A win-win proposition for Keppel’s stakeholders Keppel Group • Accelerates Vision 2030 transformation, sharpens business focus and unlocks value Keppel O&M & Employees • Growth opportunities as part of a larger, stronger platform better able to expand and compete effectively amidst energy transition
Slide 11: Appendix
Appendix 11
Slide 12: Transaction process
Transaction process Pre-completion 27 April 2022 Anti-trust and other EGM approval1 Post-scheme 4Q 2022 Signing of Transaction regulatory clearances EGM and scheme meeting Expected Documentation from Singapore and approval Sanction of High Court completion foreign jurisdictions 12 Note: 1 EGM and sc
Slide 13: Keppel Shareholder Resolutions to be approved
Keppel Shareholder Resolutions to be approved Shareholder resolutions Approval thresholds Approval of the divestment of KCL’s offshore & marine business by way of: >50% present and voting Transfer of legacy rigs and receivables to Asset Co Transfer of KOM shares to Combined Entity Distribu