Temasek Announces S$0.08 Per Share Mandatory Conditional Cash Offer for Sembcorp Marine

Source: www.gulfoilandgas.com 9/22/2021, Location: Asia

- Startree, an indirect wholly-owned subsidiary of Temasek, is making the MGO as its shareholding in Sembcorp Marine increased by more than 1% as a result of Startree’s participation in the Rights Issue
- The Offer Price is S$0.08 per Share in cash (in line with Rights Issue price) and is in compliance with the requirements of the Code
- The Offer Price is final and Startree will not revise the Offer Price or any other terms of the MGO
- Startree’s current intention is to maintain the listing status of Sembcorp Marine

To comply with the requirements of The Singapore Code on Takeovers and Mergers (“Code”), Startree Investments Pte. Ltd. (“Startree” or the “Offeror”), an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited, today announced a mandatory conditional general cash offer to acquire all the issued and paid-up ordinary shares (“Shares”) in Sembcorp Marine Ltd (“Sembcorp Marine”) that it and its concert parties (collectively, the “Offeror Concert Party Group”) do not already own, at S$0.08 per Share in cash (the “MGO”).

On 24 June 2021, Sembcorp Marine announced its S$1.5 billion renounceable underwritten rights issue (“Rights Issue”) of up to 18,833,459,491 new Shares at an issue price of S$0.08 per rights share ("Rights Share"). The Rights Issue received shareholders’ approval at an extraordinary general meeting held on 23 August 2021 and the Rights Shares have been issued by Sembcorp Marine today, completing the recapitalization of Sembcorp Marine.

As part of the Rights Issue, Startree provided an irrevocable undertaking to Sembcorp Marine to subscribe for its pro rata entitlement and excess Rights Shares such that its total subscription will be no more than 67.0% of the Rights Issue. As a result of its undertaking, Startree was issued approximately 9.3 million Rights Shares, resulting in a 4% increase in its aggregate shareholding from approximately 42.6%1 prior to the Rights Issue to approximately 46.6%2.

The increase in aggregate shareholding by more than 1% triggered an obligation, under the Code3, for Startree to make the MGO for the Shares of Sembcorp Marine that the Offeror Concert Party Group do not already own, at not less than the highest price at which the Offeror Concert Party Group has acquired Shares in the six months immediately preceding the announcement of the MGO. Consistent with its obligations under the Code, Startree has determined the Rights Issue price of S$0.08 to be such applicable highest price and accordingly, the offer price is S$0.08 per Share in cash (the "Offer Price").

The Offer Price is final and Startree will not revise the Offer Price or any other terms of the MGO.

In compliance with the requirements of the Code, the MGO is conditional on the Offeror receiving valid acceptances such that the aggregate shareholding of the Offeror Concert Party Group exceeds 50% as at the close of the MGO. If the valid acceptances received are such that the aggregate shareholding of the Offeror Concert Party Group is less than or equal to 50% as at the close of the MGO, the MGO will not become unconditional and will lapse. All Shares tendered in acceptance of the MGO will then be returned to Shareholders.

The MGO will be open for acceptance by Shareholders for 28 days from the date of posting of the Offer Document. The Offeror does not intend to extend the MGO beyond the closing date of 28 days from the Offer Document.

It is the current intention of Startree for Sembcorp Marine to remain listed on the SGX-ST following completion of the MGO, but Startree reserves the right to re-evaluate its position, taking into account, among other things, the level of acceptances re


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