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Sembcorp Marine
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Exciting future of Enlarged SCM in 2023
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aragosta
Veteran |
08-Feb-2023 10:30
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I been getting useful ratings for my posts here, so I tot I bring this up in case people missed it From the following, we can easily estimate the YES vote will already garner 10% of the votes. Not difficult to get another 40% ....
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eugesun
Master |
08-Feb-2023 10:16
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Just a formality, will be approved. All questions already addressed.
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FATABA
Supreme |
08-Feb-2023 09:53
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SIAS again ,  look at the questions put forward ...is not all alrdy addressed in some way OR they just dont want to address ...lol  Always like to play robin hood....why dont question SIAS best CEO award to Midas ceo yrs ago ...did they do due diligent on him ?  Easy to comment and act supporter of the weaker party ...BUT mising the truth and the need to move forward.  Dyodd
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stargazer88
Member |
08-Feb-2023 09:52
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very good questions by SIAS! I am comforted that small shareholders' interests are not trampled upon.  
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Joelton
Supreme |
08-Feb-2023 09:19
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Sias queries Sembmarine on financials, board accountability relating to KOM deal
 
THE Securities Investors Association (Singapore) (Sias) on Tuesday (Feb 7) issued a set of questions to Sembcorp Marine (Sembmarine) on shareholders&rsquo concerns relating to the proposed combination with Keppel Offshore & Marine Ltd (KOM).
 
The queries come ahead of Sembmarine&rsquo s extraordinary general meeting (EGM) next Thursday (Feb 16) where shareholders would vote on the deal. Sias had 11 questions for Sembmarine, covering the financial terms, board accountability and the conduct of the EGM.
 
The merger of the two companies was first announced last April. Terms of this deal were later revised in October such that Sembmarine would directly acquire KOM from Keppel Corp at a revised equity-value exchange ratio of 46:54. Sembmarine would issue 36.85 billion shares to Keppel to acquire KOM.
 
Sembmarine shareholders would own 46 per cent of the enlarged entity with Keppel holding the remaining 54 per cent &ndash out of which the latter group will retain 5 per cent and distribute 49 per cent of the enlarged Sembmarine shares in specie to its shareholders.
 
In relation to the financial terms, Sias queried on the independent financial adviser (IFA) disregarding the net asset value approach, and asked Sembmarine to also provide an estimate on the amount of goodwill that will be created from the acquisition.
 
The shareholder body also asked: &ldquo How confident is management that the goodwill will not be impaired in the near future? Is there a risk that Sembmarine is paying Keppel upfront all the expected benefits of the recovery and the merger while holding on to all the execution and market risks?&rdquo
 
According to Sembmarine&rsquo s EGM circular, the Sembmarine group had net tangible assets (NTA) of S$3.8 billion. Meanwhile, the restructured KOM Group is asset-light, and had a pro forma NTA of S$0.86 billion as at Dec 31, 2021.
 
The IFA noted that the issuance of 36.85 billion shares would mean that the NTA of the enlarged group on a per-share basis &ldquo will be diluted significantly after the completion of the proposed combination&rdquo . It added that the enlarged group may also record &rdquo a significant amount of goodwill and intangibles&rdquo .
 
Sias also queried on when Sembmarine expects to be in a position to declare a &ldquo meaningful dividend&rdquo given that it would have an enlarged share capital of 68.2 billion shares if the acquisition is approved.
 
In terms of board accountability, Sias noted that the board of Sembmarine would be reconstituted, with all but one of the current directors retiring. Meanwhile, the current chief executive of KOM, Chris Ong, would be appointed the new CEO of the enlarged entity.
 
&ldquo Is there a lack of continuity and where is the accountability given that all the major decision makers of SCM leading up to the acquisition of KOM will no longer be in the enlarged entity after the acquisition?&rdquo Sias said.
 
&ldquo Given that all but one of the directors of Sembmarine have indicated that they would leave the board if the acquisition is successful, what assurance can the board give to the shareholders on the composition of the new board? Do the directors feel that the acquisition of KOM will turn out to be successful?&rdquo
 
Sias also noted that the circular included statements on potential difficulties for Sembmarine if the proposed combination failed. While Sembmarine provided clarification on Monday, Sias also sought further details on the company&rsquo s actions to ensure its continued performance.
 
&ldquo Has the board critically reviewed the performance of management in the past 2-5 years? If so, is the board fully satisfied and confident that the management team is able to navigate the competitive landscape as a standalone entity?&rdquo Sias asked.
 
It added: &ldquo As part of a robust risk-management framework, did the board proactively seek the continued support of its financiers and significant shareholder regardless of the outcome of the EGM vote? If not, why not?&rdquo
 
Sias also questioned the decision to hold the EGM virtually, which Sembmarine said was &ldquo as a precautionary measure due to Covid-19&rdquo .
 
&ldquo The EGM does not appear to be in line with the current guidelines set by MOH and the government?&rdquo Sias said. &ldquo What are the safeguards to ensure that all relevant questions asked during the virtual EGM are answered before the resolution is put to vote?&rdquo
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newbie19
Elite |
07-Feb-2023 16:38
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Anyway, i am so relax eventhough KC and SCM price drop....It will 100% go through....for those still unsure please go read through  all the comments.... Thanks for updating... ![]() ![]()
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eugesun
Master |
07-Feb-2023 16:37
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Huat ahhh...19 1 shares...at 138..
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FATABA
Supreme |
07-Feb-2023 16:28
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When a major SH abstain from voting ...which means all his shares are NOT in the pool ,  the balance of the SH then decide and if over 50% it is a go .  T , Keppel and DBS and major SH has ALL agreed and change from original first offeer  to this new offer have ONLY one aim ...for it to GO ( do u think these BB want to waste time n $$)  I seriously dont think it can and will be vote down .  Just be patient and be seated ......16th Feb 11am if not wrong .  
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aragosta
Veteran |
07-Feb-2023 16:21
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I have called and checked with rthe management yesterday and I want to correct one great misconception..... Tamesek will be abstaining from the vote, and their shareholding is 54.6% as of today. so the number of percentage of the shares for voting will 45.4% (of the total  31,389,099,152  shares) In other words, the EGM voting only required 50% of the 45.4%, and NOT 50% of the entire 100% or  31,389,099,152, for the merger to go through. Also note that slightly less than 50% of 60,000 retail shareholders also holds KC shares... and it is no brainer that these shareholders will vote yes.
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dontbetray
Member |
07-Feb-2023 15:50
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they will sell n buy low
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stargazer88
Member |
07-Feb-2023 15:23
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not sure if Vanguard, Blackrock etc are shareholders of Sembcorp Marine at this juncture | ||||
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eugesun
Master |
07-Feb-2023 15:17
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136 millions volume and holding at 140 level, not bad..definitely approved..
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aragosta
Veteran |
07-Feb-2023 15:03
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DBS 1.28% will vote YES Vanguard Group 1.25% (Keppel' s second biggest shareholder after Temasek) already committed to vote YES BlackRock Fund 0.65% (where Temasek is major shareholder) will vote YES iFAST 0.42% (GIC business link) reported will vote YES Norges Bank 0.76 (Keppel' s major shareholder) indicated they will vote YES Dimensional Fund 0.65 (Keppel' s major shareholder) will vote YES Insiders and insiders related 0.15% definitely will vote YES Go calculate  NOT difficult to get 50% to vote yes
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aragosta
Veteran |
07-Feb-2023 14:03
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Worth reminding  |
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eugesun
Master |
07-Feb-2023 13:12
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Scm holding at 140 level...definitely approved. Kc will.up soon..
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chart_expert123
Master |
07-Feb-2023 12:34
Yells: "Only buy stock with revenue or net cash flow growth!!!!" |
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Above 50% orders are from petrobras. Only can pray hard petrobras don't play trick again to cancel the order with corruption case again
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aragosta
Veteran |
07-Feb-2023 12:27
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Pity those shareholders who listened to the rebels, to buy 1000 shares just to vote no
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aragosta
Veteran |
07-Feb-2023 12:20
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r those SCM shareholders, you may want to take a very close look at the consequences of FHT, whose price plunged from $0.71 to current $0.47-$0.485 after the failure of the takeover offer. Don' t listen to any red indian chief who only doing it to satisfy his own agenda. Weigh the pro and con carefully. Also if the company keeps on getting contract after contract, well and good. But how are they going to fund these projects, if Money No Enough https://www.sharejunction.com/sharejunction/listMessage.htm?topicId=19769& msgbdName=Frasers%20HTrust& topicTitle=Fraser%20H%20trust |
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aragosta
Veteran |
07-Feb-2023 12:16
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This is a brilliant piece of article was written by VEN sreenivasan (Ben Paul' s boss) which highlights exactly what I been commenting all along. If you are to lazy or busy to read just   focus on   the parts in bold and coloured
Sembmarine shareholders should accept revised merger terms    |
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eugesun
Master |
07-Feb-2023 09:34
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If kc fall by 2.33 I am all in. 18 cents dividend not bad at all at this price .and there will be more dividend in 2023..
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