Information on SembCorp Industries' EGM to be held on November 13, 2002

Singapore, Oct 29, 2002

Purpose of EGM:

To approve the sale of SembCorp Industries’ 75 per cent equity interest in Singapore Food Industries by way of a renounceable preferential offer to SembCorp Industries shareholders.

Benefits of the Proposed Sale:

If approved by shareholders, the sale will allow SembCorp Industries to realise cash proceeds of $262.5 million and a net gain of $180 million, which will further enhance the earnings ratios and gearing of the SembCorp Industries Group.


EGM Details:

Date:                      Wednesday November 13, 2002

Time:                      10.20 am (or as soon as an earlier SembCorp Industries EGM held to approve
                              other matters is completed)

Place:                     The Theatrette
                              60 Admiralty Road West
                              Singapore 759947

All proxy forms must be sent to:

The Company Secretary
SembCorp Industries Ltd
9 Bishan Place #08-00 Junction 8
Singapore 579837

These forms must reach us by 10.20 am November 11, 2002


At the EGM

§  What are shareholders voting for at this EGM?

SembCorp Industries shareholders are voting to allow the divestment of its entire 75 per cent interest in SFI for an aggregate consideration of $262.5 million.

§  Do shareholders have to purchase SFI shares or pay anything if they vote for the proposed sale?

At this EGM, shareholders are only voting to approve SembCorp Industries’ sale of its entire stake in SFI.

If shareholders vote “Yes” at the EGM, it does NOT mean that they will have to purchase SFI shares offered to them.

§  Why is SembCorp Industries selling its stake in SFI?

The proposed sale of SFI is part of SembCorp Industries’ programme to divest its non-core businesses and focus on its Key Businesses, which are Utilities, Environmental Engineering, Logistics, Marine Engineering and Engineering & Construction. 

§  What are the benefits to SembCorp Industries?

If approved by shareholders, the sale will allow SembCorp Industries to realise cash proceeds of $262.5 million and a net gain of $180 million.

SembCorp Industries’ proforma (based on FY2001 accounts) EPS and NTA per share will rise to 19.19 cents and 81.76 cents respectively while proforma net gearing will fall to 0.72 times. Please refer to Section 8 of the Circular for full details.

The proceeds from the divestment of SFI will be used to reduce the borrowings of the SembCorp Industries’ Group and the funds will be redeployed into growing its Key Businesses.

After the EGM

§  What happens if the divestment is approved?

An offer document setting out the procedures for the renounceable preferential offer will be despatched in due course to persons who are SembCorp Industries shareholders as at a books closure date to be determined.

SembCorp Industries shareholders will have three options (see the Circular for full details):

1. They can accept their entitlements of SFI shares in full or in part and may apply for excess shares

2. They can trade their nil-paid entitlements to the SFI shares as long as there is a market for such entitlements

3. They do not need to do anything if they do not wish to purchase the SFI shares offered

Singapore Technologies has undertaken to purchase all SFI shares not taken up under the offer.


§  What if the divestment is not approved?

In this case, SembCorp Industries will not be able to carry out the sale of SFI.
 
 
For further enquiries, please contact:
 
Lucy Lim
OCBC Bank (the financial advisor to SembCorp Industries)
Tel: 6530 4945
Email: limlucy@ocbc.com.sg
 
Kwong Sook May
SembCorp Industries
Group Corporate Secretariat
Tel: 6357 9270
Email: sookmay@sembcorp.com.sg
 
Beverley Wong
SembCorp Industries
Group Corporate Relations
Tel: 6357 9153
Email: gcr@sembcorp.com.sg


The information in this fact sheet should be read in conjunction with, and is qualified in its entirety by, the more detailed information in the Circular to Shareholders issued by SembCorp Industries on October 29, 2002. 
 
This Circular will be distributed by post to all registered shareholders of SembCorp Industries.  A copy of this Circular is also available from the SGX website at www.sgx.com


Prepared by SembCorp Industries Group Corporate Relations

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