Samudera Shipping Line : Circular (0.34 MB)

CIRCULAR DATED 6 APRIL 2022

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 SHIPPING

SAMUDERA SHIPPING LINE LTD

(Incorporated in the Republic of Singapore) Company Registration Number: 199308462C

CIRCULAR TO SHAREHOLDERS IN RELATION TO:

• 1. THE PROPOSED RENEWAL OF THE DISPOSAL MANDATE FOR PROPOSED DISPOSAL OF VESSELS; AND

• 2. THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

IMPORTANT DATES AND TIMES:

Last date and time for lodgement of Proxy Form : 24 April 2022 at 10.30 a.m.

Date and time of EGM

• : 27 April 2022 at 10.30 a.m. (or soon thereafter following the conclusion of the AGM to be held at 10.00 a.m., on the same day by way of electronic means).

  Place of EGM

• : To be held by electronic means

  (via "live" audio-visual webcast or "live" audio-only stream)

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CONTENTS

• 1. INTRODUCTION .................................................................................................................................... 4

• 2. THE PROPOSED RENEWAL OF DISPOSAL MANDATE ...................................................................... 4

• 3. THE PROPOSED RENEWAL OF SHARE BUYBACK MANDATE ......................................................... 8

• 4. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SHARES ............................. 20

• 5. DIRECTORS' RECOMMENDATION .................................................................................................... 21

• 6. EXTRAORDINARY GENERAL MEETING ........................................................................................... 21

• 7. ACTION TO BE TAKEN BY SHAREHOLDERS ..................................................................................... 21

• 8. DIRECTORS' RESPONSIBILITY .......................................................................................................... 21

• 9. LEGAL ADVISER ................................................................................................................................. 22

• 10. DOCUMENTS AVAILABLE FOR INSPECTION ................................................................................... 22

NOTICE OF EXTRAORDINARY GENERAL MEETING ............................................................................. 23

PROXY FORM ................................................................................................................................................ 28

DEFINITIONS

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

"AGM"	:	Annual general meeting of the Company.
"Board"	:	The board of directors of the Company.
"CDP" or "Depository"	:	The Central Depository (Pte) Limited.
"Circular"	:	This circular to Shareholders dated 6 April 2022.
"Companies Act"	:	The Companies Act 1967 of Singapore as amended or modified from
time to time.
"Constitution"	:	The constitution of the Company.
"Directors"	:	The directors of the Company.
"Disposal Mandate"	:	The mandate to authorise the Company to dispose of the Vessels, the
terms of which are set out in paragraph 2 of this Circular.
"EGM"	:	The extraordinary general meeting of the Company, the notice of
which is set out in pages 23 to 27 of this Circular.
"EPS"	:	Earnings per Share.
"FY2021"	:	Financial year ended 31 December 2021.
"FY2021 Financial Statements"	:	Has the meaning ascribed to it in paragraph 2.8 of this Circular.
"Group"	:	The Company, its subsidiaries and associated companies.
"Latest Practicable Date"	:	17 March 2022 being the latest practicable date prior to the date of
this Circular.
"Listing Manual"	:	The SGX-ST Listing Manual, as amended or modified from time to
time.
"Market Day"	:	A day on which the SGX-ST is open for trading in securities.
"Market Acquisition"	:	Has the meaning ascribed to it in paragraph 3.1 of this Circular.
"Maximum Price"	:	Has the meaning ascribed to it in paragraph 3.1 of this Circular.
"NAV"	:	Net asset value.
"NBU"	:	Means PT Ngrumat Bondo Utomo.
"NTA"	:	Net tangible assets.
"Off-Market Acquisition"	:	Has the meaning ascribed to it in paragraph 3.1 of this Circular.
"Proposed Disposal"	:	The proposed disposal of the Vessels by the Group.
"PTSI"	:	PT Samudera Indonesia Tbk, the immediate holding company of the
Company.
"PT SSI"	:	PT Samudera Shipping Indonesia;
"Securities Account"	:	A securities account maintained by a depositor with CDP but does
not include a securities sub-account maintained with a depository
agent.
"SFA"	:	Securities and Futures Act 2001 of Singapore as amended or modified
from time to time.
"SGX-ST"	:	Singapore Exchange SecuritiesTrading Limited.
"Share Buyback Mandate"	:	A general mandate given by Shareholders to authorise the Directors
to purchase, on behalf of the Company, Shares in accordance with
the terms set out in this Circular as well as the rules and regulations
set forth in the Companies Act and the Listing Manual.
"Shareholders"	:	Registered holders of Shares except that where the registered holder
is CDP, the term "Shareholders" shall mean the depositors whose
Securities Accounts are credited with Shares.
2

"Shares"	:	Ordinary shares in the capital of the Company.
"SIC"	:	Securities Industry Council of Singapore.
"SSL" or "the Company"	:	Samudera Shipping Line Ltd.
"Take-over Code"	:	The Singapore Code on Take-overs and Mergers as amended or
modified from time to time.
"Tangguh"	:	PT Samudera IndonesiaTangguh, the ultimate parent company of the
Company.
"TEU"	:	Twenty-foot equivalent container unit.
"Vessels"	:	Sinar Bintan and Sinar Solo.
"S$" and "cents"	:	Singapore dollars and cents.
"%"	:	Per centum.
"US$" and "US cents"	:	United States dollars and cents respectively.

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" shall have the same meaning ascribed to it 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.

Unless otherwise stated, the average exchange rate between US$ and S$ for FY2021 was US$1.00: S$1.34. This exchange rate should not be construed as a representation that the US$ amounts would have been, or could be, converted into S$ at the rate stated, or at all and vice versa.

All statements other than statements of historical facts included in this Circular relating to the Proposed Disposal are or may be forward-looking statement. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Company's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements and the Company does not undertake any obligation to update publicly or revise any forward-looking statements.