Notice of closure of register of warrantholders

Singapore, Oct 29, 2002

On September 10, 2002, SembCorp Industries Ltd (“SembCorp Industries” or the “Company”) announced a proposed sale (the “Proposed Sale”) of 375,000,000 ordinary shares of $0.05 each (“SFI Sale Shares”) in the capital of Singapore Food Industries Limited (“SFI”), representing approximately 75 per cent of the issued share capital of SFI, at the price of S$0.70 per SFI Sale Share.

The Proposed Sale will be undertaken by way of a renounceable preferential offer (the “Preferential Offer”) of SFI Sale Shares to SembCorp Industries shareholders, pro rata to their respective shareholdings in the Company. Under the Preferential Offer, all entitled SembCorp Industries shareholders will be entitled to purchase between:

a minimum of 0.1921578(1) to a maximum of 0.2059464 SFI Sale Share
for every one ordinary share of $0.25 each in the capital of the Company
(each, a “SembCorp Industries Share”)(2)

held as at 5.00 p.m. on November 25, 2002, being the expected date on which the Transfer Books and the Register of Members of the Company will be closed in order to determine the entitlements of SembCorp Industries shareholders under the Preferential Offer (the “Books Closure Date”), depending on the total number of issued SembCorp Industries Shares as at the Books Closure Date, fractional entitlements to a SFI Sale Share to be disregarded.

Notes:
(1)  In the announcement of the Proposed Sale and the Preferential Offer on September 10, 2002, the minimum ratio was stated as 0.1922490 SFI Sale Share.  The change in the minimum ratio is due to the increase in the total number of vested and exercisable options to subscribe for new SembCorp Industries Shares granted pursuant to share option schemes/plans implemented by the Company between September 10, 2002 and October 15, 2002.

(2)  These figures are only indicative as they are based on the total number of SembCorp Industries Shares in issue as at October 15, 2002. The actual offer ratio will be based on the total number of SembCorp Industries Shares in issue as at the close of business on the Books Closure Date.

The Proposed Sale and the Preferential Offer is subject to the approval of SembCorp Industries shareholders at an extraordinary general meeting (“EGM”) of the Company to be held on November 13, 2002.  The circular convening the EGM has been despatched to SembCorp Industries shareholders.

On February 28, 2002, 106,950,000 warrants (“Warrants”) entitling the holders thereof (“Warrantholders”) to subscribe for 106,950,000 new SembCorp Industries Shares were issued.  In order to determine definitively the issued share capital of the Company so that the offer ratio of SFI Sale Shares to each SembCorp Industries Share under the Preferential Offer may be fixed, the Warrants should not be exercisable from 12.00 p.m. on November 13, 2002, up to and including November 25, 2002 and the Register of Warrantholders would need to be closed for this purpose.

Warrantholders who wish to exercise all or part of their Warrants in order to be eligible to participate in the Preferential Offer in respect of the new SembCorp Industries Shares to be issued pursuant to such exercise, should exercise their Warrants, and deliver the relevant exercise notice(s) and other required documents and the subscription moneys, in accordance with the terms and conditions of the Warrants before 12.00 p.m. on November 13, 2002.

NOTICE OF CLOSURE OF REGISTER OF WARRANTHOLDERS
NOTICE IS HEREBY GIVEN that, the Register of Warrantholders will be closed from 12.00 p.m. on November 13, 2002, up to and including November 25, 2002 (the “Warrant Closure Period”).  The Warrants will not be exercisable during the Warrant Closure Period. Closure of the Register of Warrantholders during the Warrant Closure Period is necessary to determine definitively the issued share capital of the Company in order to fix the offer ratio of SFI Sale Shares to SembCorp Industries Shares under the Preferential Offer.

By Order of the Board
Linda Hoon Siew Kin
Group Company Secretary
Singapore


Submitted by Linda Hoon Siew Kin, Group Company Secretary on 29/10/2002 to the SGX

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