Circular (0.29 MB)

CIRCULAR DATED 11 APRIL 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt about the contents of this Circular or the action you should take, you should consult your bank manager, stockbroker, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your Shares in the capital of the Company, you should forward this Circular, the notice of EGM and the attached proxy form immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular.

SAMUDERA

SAMUDERA SHIPPING LINE LTD

(Incorporated in the Republic of Singapore)

Company Registration Number: 199308462C

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

IMPORTANT DATES AND TIMES:

CONTENTS

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DEFINITIONS

In this Circular, the following definitions apply throughout unless the context otherwise requires or otherwise stated: -

"FY2024 Financial Statements" : Audited financial statements of the Group and the Company for the financial year ended 31 December 2024.

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The terms "depositor", "depository agent" and "depository register" shall have the meanings ascribed to them respectively in Section 81SF of the SFA.

The terms "treasury shares" and "subsidiary" shall have the meaning ascribed to it in Sections 4 and 5 of the Companies Act, respectively.

The term "subsidiary holdings" means shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa.Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa, and words importing persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that statute or enactment for the time being amended or re-enacted up to the Latest Practicable Date. Any term defined under the Companies Act, the SFA, the Listing Manual or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA, the Listing Manual or any statutory modification thereof, as the case may be, unless otherwise provided. Summaries of the provisions of any laws and regulations (including the Listing Manual) contained in this Circular are of such laws and regulations (including Listing Manual) as at the Latest Practicable Date.

Any discrepancies in the tables included herein between the amounts in the column of the tables and the totals thereof and relevant percentages (if any) are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Any reference to a time of day in this Circular shall be a reference to Singapore time.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

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SAMUDERA SHIPPING LINE LTD

(Incorporated in the Republic of Singapore)

11 April 2025

Dear Sir/Madam

1. INTRODUCTION

1. The Directors are convening an EGM of the Company to be held on 29 April 2025 to seek Shareholders' approval for the proposed renewal of the Share Buyback Mandate.
2. The purpose of this Circular is to provide Shareholders with information relating to and explaining the rationale of the proposed renewal of the Share Buyback Mandate.
3. The SGX-ST takes no responsibility for the correctness of any statements made, reports contained or opinions expressed in this Circular.
4. If you are in any doubt, you should consult your stockbroker, bank manager, solicitor or other professional adviser immediately.

2. THE PROPOSED RENEWAL OF SHARE BUYBACK MANDATE

2.1 Introduction

The Company is seeking Shareholders' approval to renew Share Buyback Mandate to authorise the Directors to buy back Shares representing up to a maximum of 10% of the issued Shares of the Company (excluding treasury shares and subsidiary holdings, if any) as at the date on which the resolution authorising the same is passed, at a price of up to but not exceeding the Maximum Price (as defined below). Such purchases of Shares will be made subject to the Constitution, the Listing Manual,Take-over Code and in accordance with Sections 76B to 76G of the Companies Act.

Purchases of Shares may be effected by the Company in either one of the following two ways or both:

1. by way of on-market purchases transacted on the SGX-ST through the ready market of the SGX-ST ("Market Acquisition"); and/or
2. by way of an off-market acquisition on an "equal access scheme" as defined in Section 76C of the Companies Act ("Off-MarketAcquisition").

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Pursuant to the Companies Act and the Listing Manual, the authority and limitations on the Share Buyback Mandate are as follows:

1. Maximum Number of Shares
   The maximum number of Shares which may be purchased by the Company pursuant to the Share Buyback Mandate is that number of Shares representing not more than 10% of the issued Shares of the Company (excluding treasury shares and subsidiary holdings, if any) as at the date on which the resolution authorising the same is passed.
   On the basis of 538,038,199 Shares in issue (excluding treasury shares and subsidiary holdings, if any) as at the Latest Practicable Date, the exercise in full of the Share Buyback Mandate would result in purchase of 53,803,819 Shares.
2. Maximum Price
   The purchase price (excluding related brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) to be paid by the Company for the Shares will not be more than ("Maximum Price"):
3. 1. in the case of Market Acquisition, 5% above the average of the closing market prices of the Shares over the last five Market Days on which transactions in the Shares were recorded before the day of the Market Acquisition by the Company, and deemed to be adjusted, in accordance with the Listing Manual, for any corporate action that occurs after the relevant five-day period; and
   2. in the case of Off-Market Acquisition, 20% above the average of the closing market prices of the Shares over the last five Market Days on which transactions in the Shares were recorded before the date on which the Company makes an announcement of an offer under the Off-Market Acquisition, stating therein the purchase price and the relevant terms of the equal access scheme for effecting the Off-Market Acquisition, and deemed to be adjusted, in accordance with the Listing Manual, for any corporate action that occurs after the relevant five-day period.
4. Duration of Authority
   Purchases or acquisitions of Shares may be made, at any time and from time to time, on and from the date of the EGM, at which the proposed Share Buyback Mandate is approved, up to:
5. 1. the date on which the next AGM of the Company is held or required by law to be held;
   2. the date on which Share Buyback Mandate have been carried out to the full extent mandated; or
   3. the date on which the authority conferred by the Share Buyback Mandate is revoked or varied,

whichever is earlier.

1. Sources of Funds
   In purchasing Shares, the Company may only apply funds legally available for such purchase in accordance with its Constitution and the applicable laws in Singapore. The Company may not purchase its Shares for a consideration other than cash and the relevant settlement for the purchase of Shares shall be in accordance with the trading rules of the SGX-ST. The Companies Act permits the Company to purchase or acquire its own Shares out of capital, as well as from its distributable profits. The Company intends to use internal sources of funds to finance the purchases of Shares.

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1. Rationale of the Share Buyback Mandate
   The Directors constantly seek to increase Shareholders' value and to improve, inter alia, the return on equity of the Company. A share buyback at the appropriate price level is one of the ways through which the return on equity of the Company may be enhanced.
   The Share Buyback Mandate would provide the Company with the flexibility to purchase or acquire Shares if and when circumstances permit, during the period when the Share Buyback Mandate is in force. Shares purchased pursuant to the Share Buyback Mandate will either be cancelled or held as treasury shares as may be determined by the Directors. This will provide the Directors with greater flexibility over the Company's share capital structure, inter alia, with a view to enhance the earnings and/or NAV per Share or to maintain a pool of Shares to be deployed for future purposes as deemed appropriate by the Directors.
   The Directors further believe that Shares buybacks by the Company will help to mitigate short term share price volatility or trading trends which, in the reasonable opinion of the Company, is not otherwise caused by general market factors or sentiments and/or the fundamentals of the Company and offset the effect of short-term speculation (as and when they may occur) and bolster Shareholders' confidence.
2. Status of Purchased Shares
   A Share purchased or acquired by the Company is deemed cancelled immediately on purchase or acquisition (and all rights and privileges attached to the Share will expire on such cancellation) unless such Share is held by the Company as a treasury share. Accordingly, the total number of issued Shares will be diminished by the number of Shares purchased or acquired by the Company and which are not held as treasury shares.
3. Treasury Shares
   Under the Companies Act, Shares purchased or acquired by the Company may be held or dealt with as treasury shares. Some of the provisions on treasury shares under the Companies Act, are summarised below:
4. 1. Maximum Holdings
      The number of Shares held as treasury shares cannot at any time exceed 10% of the total number of issued Shares.
   2. Voting and Other Rights
      The Company cannot exercise any right in respect of treasury shares. In particular, the Company cannot exercise any right to attend or vote at meetings and for the purposes of the Companies Act, the Company shall be treated as having no right to vote and the treasury shares shall be treated as having no voting rights. In addition, no dividend may be paid, and no other distribution of the Company's assets may be made, to the Company in respect of treasury shares. However, the allotment of Shares as fully paid bonus shares in respect of treasury shares is allowed. Also, a subdivision or consolidation of any treasury shares is allowed so long as the total value of the treasury shares after the subdivision or consolidation is the same as before.
   3. Disposal and Cancellation
      Where Shares are held as treasury shares, the Company may at any time:
   4. 1. sell the treasury shares for cash;
      2. transfer the treasury shares for the purposes or pursuant to an employees' share scheme;

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2.5 Financial Impact

The financial impact on the Company and the Group arising from purchases or acquisitions of Shares pursuant to the Share Buyback Mandate will depend on, inter alia, whether the Shares are purchased or acquired on-market or off-market, the price paid for such Shares and whether the Shares purchased or acquired are held in treasury or cancelled.The financial impact on the Company and Group, based on the FY2024 Financial Statements, are based on the assumptions set out below.

1. Purchase or Acquisition out of Capital or Profits
   Under the Companies Act, purchases or acquisitions of Shares by the Company may be made out of the Company's capital or profits so long as the Company is solvent.
   Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of profits, such consideration (excluding related brokerage, goods and service tax, stamp duties and clearance fees) will correspondingly reduce the amount available for the distribution of cash dividends by the Company. Where the considera­tion paid by the Company for the purchase or acquisition of Shares is made out of capital, the amount available for the distribution of cash dividends by the Company will not be reduced.
2. Information as at Latest Practicable Date
   Based on the existing number of Shares in issue (excluding treasury shares and subsidiary holdings, if any) as at the Latest Practicable Date, the exercise in full of the Share Buyback Mandate would result in the purchase of 53,803,819 Shares.
3. 1. Market Acquisition
      Assuming that the Company purchases or acquires the 53,803,819 Shares at the Maximum Price of 89.46 Singapore cents for one Share (being the price equivalent to 5% above the average of the closing market prices of the Shares for the five consecutive Market Days on which the Shares were traded on the SGX-ST immediately preceding the Latest Practicable Date), the maximum amount of funds required for the purchase or acquisition of the 53,803,819 Shares is S$48,133,000 or equivalent to US$36,190,000 at the exchange rate of US$1.00 : S$1.33 (based on the exchange rate as at the Latest Practicable Date).
   2. Off-MarketAcquisition
      In the case of an Off-Market Acquisition by the Company and assuming that the Company purchases or acquires 53,803,819 Shares at the Maximum Price of 102.24 Singapore cents for one Share (being the price equivalent to 20% above the average of the closing market prices of the Shares for the five consecutive Market Days on which the Shares were traded on the SGX-ST immediately preceding the Latest Practicable Date), the maximum amount of funds required for the purchase or acquisition of the 53,803,819 Shares is S$55,009,000 or equivalent to US$41,360,000 at the exchange rate of US$1.00 : S$1.33 (based on the exchange rate as at the Latest Practicable Date).

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1. Illustrative Financial Impact
   For illustrative purposes only and on the basis of the assumptions set out in paragraph 2.5(b) above, the financial impact of the:
2. 1. Market Acquisition by the Company entirely out of capital and Shares bought back are cancelled; and Market Acquisition by the Company entirely out of capital and held as treasury shares (assuming that the Company would cancel existing treasury shares prior to acquiring new treasury share);
   2. Off-MarketAcquisition by the Company entirely out of capital and Shares bought back are cancelled; and Off-Market Acquisition by the Company entirely out of capital and held as treasury shares (assuming that the Company would cancel existing treasury shares prior to acquiring new treasury share);
   3. Market Acquisition by the Company entirely out of profits and Shares bought back are cancelled; and Market Acquisition by the Company entirely out of profits and held as treasury shares (assuming that the Company would cancel existing treasury shares prior to acquiring new treasury share); and
   4. Off-MarketAcquisition by the Company entirely out of profits and Shares bought back are cancelled; and Off-Market Acquisition by the Company entirely out of profits and held as treasury shares (assuming that the Company would cancel existing treasury shares prior to acquiring new treasury share).

on the FY2024 Financial Statements are set out on pages 9 to 12 of the Circular:

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