SEMBCORP MARINE 2021 RIGHTS ISSUE

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Do note the important Rights Issue and Time line.

SEMBCORP MARINE 2021 RIGHTS ISSUE

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Sembcorp Marine Ltd (“Sembcorp Marine” or the “Group”) announced on 24 June 2021 a proposal to further raise approximately S$1.5 billion through a fully committed, renounceable Rights Issue of up to 18,833,468,826 new ordinary shares in the capital of the Company (“Rights Shares”) on the basis of 3 new shares for every 2 existing shares held (the “Rights Issue”), which is expected to be completed in the third quarter of 2021.

 

Key Highlights of the Proposed Transaction S$1.5 billion Renounceable Rights Issue S$1.5 billion fully committed renounceable Rights Issue Rights Issue size of up to 18.8 billion new shares 3 rights shares for 2 existing shares at S$0.08 per share 35.7% discount to TERP(1) based on last close of S$0.191 58.1% discount to last close of S$0.191 on 23 June 2021 Proceeds from Rights Issue to be utilised for working capital and general corporate purposes, including debt servicing. Key benefits of Rights Issue: Recapitalises Sembcorp Marine to continue to execute existing projects and to enhance its ability to win large scale contracts Replenishes working capital position to provide funding flexibility to accelerate strategic pivot into growing and profitable segments, in particular renewable and clean energy Meets projected operational funding requirements until at least the end of 2022 and strengthening lenders’ and customers’ confidence in their continued partnerships with Sembcorp Marine Certainty of raising the full S$1.5 billion contemplated from the Rights Issue  Irrevocable undertaking by Startree Investments Pte. Ltd. (“Startree“), a wholly owned subsidiary of Temasek, to subscribe for its 42.6% pro-rata entitlement and apply for excess rights shares, such that in aggregate it subscribes for up to 67.0% of the Rights Issue. No commission or fee will be paid to Temasek or Startree in connection with the irrevocable undertaking. DBS, the Sole Financial Adviser, Manager and Underwriter in respect of the Rights Issue to Sembcorp Marine, to underwrite the remaining 33.0% of the Rights Issue. Further details on the transaction rationale, details of the Rights Issue and the implications which may arise therefrom(2) can be found in Sembcorp Marine’s SGXNet announcements which are accessible via this link and the SGX-ST website.

Footnotes:
(1) TERP – Theoretical ex-rights price
(2) The fulfilment by Startree of its obligations under the irrevocable undertaking may result in Temasek and its concert parties incurring an obligation to make a mandatory general offer (the “Compliance Offer”) for the remaining Shares, in compliance with Rule 14 of the Singapore Code on Take-overs and Mergers. If the Compliance Offer is required to be made, (a) based on information available to Temasek to date, the offer price the Temasek Concert Party Group will be obliged to offer will be the Rights Issue Price; and (b) Temasek’s current intention is to maintain the listing status of the Company.

 Src:https://www.sembmarine.com/investor-relations/sembcorp-marine-rights-issue-2021