Startree Investments, a wholly-owned subsidiary of Temasek Holdings, has announced a mandatory conditional general cash offer to acquire remaining shares in Sembcorp Marine it does not already own at 8 cents per share in cash on Sept 22.
The offer follows Sembcorp Marine’s $1.5 billion renounceable underwritten rights issue which received shareholders’ approval at an extraordinary general meeting held on August 23. The rights shares have been issued by Sembcorp Marine today.
Pursuant to the rights issue, Startree’s shareholding in Sembcorp Marine increased by 4% from 42.6% to 46.6%. In line with the requirements of The Singapore Code on Takeovers and Mergers, given the increase in shareholding by more than 1%, Startree is required to make a MGO at a price not less than the highest price it has acquired Sembcorp Marine shares in the six months preceding the MGO announcement.
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To that end, the MGO offer price is in line with the rights issue price of 8 cents per share. Startree will not revise the offer price or any other terms of the MGO.
The MGO is conditional on Startree receiving valid acceptances such that its aggregate shareholding exceeds 50% at the close of the MGO, which will be 28 days from the offer document posting date. The offer document is expected to be disseminated between Oct 6 to Oct 13.
According to the filing by Sembcorp Marine on the Singapore Exchange (SGX), Startree intends for Sembcorp Marine to remain listed following completion of the MGO.
That said, it reserves the right to re-evaluate its position, taking into account, among other things, the level of acceptances received by Startree in respect of the MGO and the prevailing market conditions at the relevant time.
Morgan Stanley Asia (Singapore) has been appointed as sole financial adviser to Startree in connection with the MGO.
Shares in Sembcorp Marine closed up 0.3 cents or 3.66% higher at 8.5 cents on Sept 21.
