The Proposed Distribution In Specie of Sembcorp Marine Ltd Shares (DIS Shares)
Frequently Asked Questions dated 21 February 2023
Unless the context otherwise requires or unless otherwise expressly defined herein, all capitalised terms in the Answers shall have the meaning ascribed to them in the circular to shareholders of Keppel Corporation Limited (the “Company” or “KCL”) dated 23 November 2022 (“Circular”) issued by the Company. The Answers have been prepared based on the circumstances known to the Company on 21 February 2023 and shareholders of the Company are strongly advised to refer to the latest announcements made by the Company on SGXNet on the Proposed Distribution which may supersede the information provided in the Answers.
Questions & Answers
How many DIS shares will the holder of each KCL share receive?
Shareholders who hold KCL Shares as at the Record Date will be entitled to receive approximately 19.1 DIS Shares (rounded to one decimal place) for every one (1) KCL Share held.
Based on 33,436,214,314 DIS Shares1 to be distributed pursuant to the Proposed Distribution and on the basis of Eligible Shareholders holding 1,751,959,918 KCL Shares (excluding treasury shares) as at the Record Date2, the Proposed Distribution will be effected on the basis of approximately 19.13 DIS Shares for each KCL Share held by Eligible Shareholders.
As set out in the Circular, fractional entitlements of Eligible Shareholders pursuant to the Proposed Distribution will be disregarded.
What is the “ex-distribution” date for the trading of KCL Shares on the SGX-ST?
KCL Shares will commence “ex” trading on the SGX-ST on 23 February 2023.
What is the record date/ time for the Proposed Distribution?
The Record Date for the Proposed Distribution, being the date and time on which the Transfer Books and the Register of Members of the Company will be closed in order to determine the entitlements of Shareholders in respect of the Proposed Distribution, is 5.00 p.m. on 24 February 2023.
When is the Proposed Combination expected to be completed?
The expected date of completion of the Proposed Combination is 28 February 2023.
When will the DIS Shares be credited to Eligible Shareholders?
The expected date for crediting the DIS Shares to Eligible Shareholders is 1 March 2023.
When can I commence trading of the DIS Shares on the SGX-ST?
Assuming that the Securities Accounts of Eligible Shareholders are credited with DIS Shares on 1 March 2023, Shareholders can commence trading the DIS shares at 9.00 am on 1 March 2023, provided that there is no trading halt on the SCM Shares at that time.
Will I receive odd lots of DIS Shares from the Proposed Distribution?
SCM Shares are traded in board lots of 100 SCM Shares in the ready market. Shareholders may receive odd lots of SCM Shares pursuant to the Proposed Distribution (that is, lots other than board lots of 100 SCM Shares). Shareholders who receive odd lots of SCM Shares pursuant to the Proposed Distribution and who wish to trade such odd lots of SCM Shares on the SGX-ST are able to trade with a minimum size of one (1) SCM Share on the Unit Share Market of the SGX-ST. As odd lots of SCM Shares can be traded on the Unit Share Market of the SGX-ST, no separate arrangement will be made for the trading of such odd lots. Shareholders should note that the market for trading of odd lots of SCM Shares may be illiquid and trading in odd lots of SCM Shares may also incur a proportionately higher brokerage cost than trading in board lots of SCM Shares.
I am a scrip holder of KCL Shares. How would I receive the DIS Shares?
In the case of Eligible Shareholders (not being depositors), entitlements to the DIS Shares will be determined on the basis of their holdings of KCL Shares in the Register of Members of the Company as at the Record Date.
Following the date of Closing, the names of Eligible Shareholders (who are not depositors and who are not Overseas Shareholders) as well as the relevant number of DIS Shares to be distributed to such Eligible Shareholders will be entered into the register of members of SCM and the share certificates in respect of the DIS Shares will be sent to them by registered post to their address stated in the Register of Members of the Company at the sole risk of such Eligible Shareholders.
Eligible Shareholders (who are not depositors and who are not Overseas Shareholders) should note that they will not be able to trade in such DIS Shares on the SGX-ST unless they have a Securities Account and make appropriate arrangements for the share certificates of the DIS Shares to be deposited with CDP for crediting into said Securities Account.
In respect of Eligible Shareholders (not being depositors and who are Overseas Shareholders), please see the response to Question 9 below.
I am an Overseas Shareholder of KCL. Will I receive the DIS Shares pursuant to the Proposed Distribution?
We refer to the section, “Overseas Shareholders”, at paragraph 4 of the announcement by the Company dated 16 February 2023 in relation to the Notice of Record Date for the Proposed Distribution.
In summary, DIS Shares which would otherwise have been distributed to Overseas Shareholders will be distributed to such person(s) as the Directors may appoint to sell such DIS Shares and thereafter the net proceeds of such sale, after deducting for all dealings and other expenses in connection therewith, shall be distributed proportionately among such Overseas Shareholders according to their respective entitlements to the DIS Shares as at the Record Date in full satisfaction of their rights to the DIS Shares which they would otherwise have become entitled to under the Proposed Distribution.
Shareholders whose registered address for the service of the notices and/or documents on the Register of Members of the Company or the Depository Register (as the case may be) are not in Singapore as at the Record Date will be regarded as Overseas Shareholders.
1 As at 20 January 2023 (being the latest practicable date of the circular issued by SCM on 31 January 2023), the total number of SCM Shares is 31,389,099,152 (excluding 6,223 treasury shares). Assuming that the total number of SCM Shares remains the same as at the Record Date, 36,848,072,918 KOM Consideration Shares will be issued at Closing, of which 33,436,214,314 SCM Shares (representing 49% of the total number of SCM Shares on a fully diluted basis immediately after Closing) will be DIS Shares.
2 As at the date of these Frequently Asked Questions, the total number of KCL Shares is 1,751,959,918 (excluding treasury shares). The Company does not envisage any change to the total number of KCL Shares prior to Closing.
3 Rounded to the nearest one decimal place.