Sembcorp Marine : Results of the Extraordinary General Meeting Held by Way of Electronic Means on 11 August 2020

Results of the Extraordinary General Meeting Held by Way of Electronic Means on 11 August 2020

This announcement is not an offer of securities for sale into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada or Japan. The provisional allotments of Rights Shares, the Rights Shares and the Excess Rights Shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act), except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Unless otherwise defined, all terms and references used herein shall bear the same meanings ascribed to them in the Circular (as defined below).

The Directors refer to the Company's announcements dated 8 June 2020, 22 July 2020 and 5 August 2020 and the Circular to Shareholders dated 22 July 2020 (the 'Circular') in relation to, among others, the Rights Issue.

Pursuant to Rule 704(16) of the Listing Manual, the Company is pleased to announce that all the resolutions set out in the Notice of EGM dated 22 July 2020 were duly approved and passed by the Shareholders at the EGM held on 11 August 2020, through valid proxies submitted by 10.00 a.m. on 8 August 2020.

T S Tay Public Accounting Corporation was appointed as the scrutineer for the EGM.

The results of the poll on each of the resolutions put to the vote at the EGM are set out below:

No party was required to abstain from voting on Ordinary Resolution 1 (The Proposed Renounceable Underwritten Rights Issue).

As set out in paragraph 22 of the Circular, the Temasek Concert Party Group, as well as parties not independent of the Temasek Concert Party Group, were required to abstain from voting in respect of their Shares on the Whitewash Resolution. Details of parties who were required to abstain from voting on Ordinary Resolution 2 (The Whitewash Resolution in relation to the Temasek Concert Party Group) are set out below:

Notes:
(1) SCI is an independently-managed Temasek portfolio company.
(2) DBS Group is an independently-managed Temasek portfolio company and Temasek is not involved in the business or operating decisions of DBS Group, including those regarding its position in the Shares.
(3) Rigel Technology is an associated company of Heliconia Capital Management Pte. Ltd. ('Heliconia'), which in turn is an indirect wholly-owned subsidiary of Temasek and an independently-managed Temasek portfolio company. Accordingly, under the Code, Rigel Technology is deemed to be a concert party of Temasek. Temasek is not involved in the business or operating decisions of Rigel Technology or Heliconia, including those regarding their positions in the Shares.

As set out in paragraph 3.2 of the Circular, the Rights Issue is inter-conditional upon the Whitewash Resolution and the SCI Distribution, and in the event that any of the above-mentioned resolutions is not passed, no part of the Transaction can proceed. Accordingly, notwithstanding that the Rights Issue Resolution and the Whitewash Resolution have been approved and passed by the Shareholders at the EGM, the Rights Issue will further depend on the outcome of the SCI Distribution Resolution at the SCI EGM to be held on 11 August 2020 at 11.30 a.m..

The Company thanks Shareholders for their consideration and support for the resolutions at the EGM.

Supplemental Disclosure

Separately, the Company was notified on 10 August 2020 that Dr Teh Kok Peng, a director of SCI, has a direct interest in 20,000 Shares as at the Latest Practicable Date.1 Accordingly, the Company has updated the table in paragraph 14.6 of the Circular, setting out the aggregate shareholdings of the Temasek Concert Party Group as at the Latest Practicable Date and immediately after the Rights Issue and the SCI Distribution, to include the shareholdings of Dr Teh Kok Peng in the Company, as set out in the Appendix to this announcement.

For the avoidance of doubt, in the event of any conflicts or inconsistencies between the rest of the Circular and the supplemental disclosure set out in this announcement, this supplemental disclosure will prevail.

For the PDF version of this announcement, please click here.

BY ORDER OF THE BOARD
Tan Yah Sze
Company Secretary
11 August 2020

IMPORTANT NOTICE
This announcement is for information only and does not constitute or form part of any offer or invitation to sell or issue or subscribe for, or any solicitation of any offer to acquire, any Rights Shares or to take up any entitlements to Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. No person should acquire any Rights Shares except on the basis of the information contained in an offer information statement to be lodged by the Company with the Monetary Authority of Singapore. The information contained in this announcement should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of applicable securities laws or regulations. The issue, exercise or sale of Rights Shares and the acquisition or purchase of the Rights Shares are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

The distribution of this announcement into jurisdictions other than Singapore may be restricted by law. Persons into whose possession this announcement and such other documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

The Directors (including any Director who may have delegated detailed supervision of the preparation of this announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this announcement are fair and accurate and that there are no other material facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this announcement.

The Directors jointly and severally accept responsibility accordingly.

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