Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Two months ago, <a href="https://www.smartkarma.com/entities/sembcorp-marine-ltd" target="_blank" data-smartkarma-citation="entities:11:1" rel="noopener">Sembcorp Marine (SMM SP)</a> announced a Rights Offering to raise S$1.5bn to recapitalise operations and provide working capital for the 16 projects currently under execution, some of which have been hit by delays where payment was expected sooner and it will instead come later. 
The Rights Offering, coming on top of another Rights Offering and distribution of shares a year ago as the company was <s>cast away by</s> separated from its erstwhile parent <a href="https://www.smartkarma.com/entities/sembcorp-industries-ltd" target="_blank" data-smartkarma-citation="entities:1087:1" rel="noopener">Sembcorp Industries (SCI SP)</a> seemed to upset shareholders who did not understand why a second large offering in a year was needed. The simple answer was that last year, the net capital raise was minimal. It was primarily designed to generate proceeds to be able to pay back a large loan extended by its parent before the split. This year it is about survival.  
As I noted then, it was important to read the <a href="https://links.sgx.com/FileOpen/Trading%20and%20Liquidity%20Update.ashx?App=Announcement&amp;FileID=672231" target="_blank" rel="noopener">Trading and Liquidity Update</a>. The big points are:
<div>
<ol style="list-style-type: decimal;">
<li>Workers are scarce. Costs are up. There are supply constraints because of covid-19. Foreign workers who left can't come back. Relative Singapore success in fighting covid early on raised labor costs locally. It is tough to get new workers and new covid-19 measures introduced in May 2021 won't make it easier. </li>
<li>Projects are delayed. Cash Flows are delayed. In particular, the delivery of two drillships to Transocean has been deferred from FY21/22 to FY2023 and later, delaying S$610mm in cash flow.</li>
<li>The company needs to optimize cost structure</li>
<li>Group turnover this year has been lower than expected. </li>
<li>The group needs to raise money to get comfort on ability to complete existing contract base.</li>
<li>The company is pivoting to renewables and clean energy solutions.</li>
</ol>
The company needs money for all this. And a Rights Issue would provide certainty and immediacy.
The Securities Investors Association (Singapore), which has the general reputation of standing up to companies which do deals where retail investors are inconvenienced, came out with a press release with questions on <a href="https://sias.org.sg/latest-updates/press-statement-questions-to-sembcorp-marine-on-its-latest-proposed-rights-issue/" target="_blank" rel="noopener">15 July</a> which SMM answered on <a href="https://links.sgx.com/FileOpen/Announcement.ashx?App=Announcement&amp;FileID=675213" target="_blank" rel="noopener">19 July</a>.  The company got its Approval in Principle in early August from the SGX. SIAS sponsored a virtual dialogue on <a href="https://sias.org.sg/latest-updates/transcript-of-sias-sembcorp-marine-virtual-dialogue-6-august-2021/" target="_blank" rel="noopener">6 August</a>. There was an update on the <a href="https://links.sgx.com/1.0.0/corporate-announcements/JWHV82WCY953USMS/7bf07888e4783b9b297db68ce0cfac6a63afa1e381c0f244820b7f7d26feba8f" target="_blank" rel="noopener">18th of August</a> from the company, a further very late-in-the-day Q&amp;A published on <a href="https://links.sgx.com/FileOpen/Response%20to%20additional%20questions%20from%20shareholders.ashx?App=Announcement&amp;FileID=680896" target="_blank" rel="noopener">23 August</a> in the morning before the EGM, the EGM was held yesterday, the Rights Offering was approved, and...
...Today after the close, we have an announcement of the Rights Trading Period (31 Aug - 8 Sep), the Exercise Period (31 Aug - 14 Sep) and Pay Date (22 Sep) along with a re-delivery of all the documents from late June and early August (<a href="https://links.sgx.com/FileOpen/Launch%20Announcement.ashx?App=Announcement&amp;FileID=681089" target="_blank" rel="noopener">Announcement</a>, <a href="https://links.sgx.com/FileOpen/Media%20Release.ashx?App=Announcement&amp;FileID=681090" target="_blank" rel="noopener">Media Release</a>, <a href="https://links.sgx.com/FileOpen/Presentation.ashx?App=Announcement&amp;FileID=681091" target="_blank" rel="noopener">Presentation</a>, and <a href="https://links.sgx.com/FileOpen/Trading%20and%20Liquidity%20Update.ashx?App=Announcement&amp;FileID=681092" target="_blank" rel="noopener">Trading and Liquidity Update</a>).
24 August was the last day to trade WITH rights. 25 August is the first day to trade ex-rights.
There is strategy involved. 
Much more below the fold.
</div>

Two months ago, Sembcorp Marine (SMM SP) announced a Rights Offering to raise S$1.5bn to recapitalise operations and provide working capital for the 16 projects currently under execution, some of which have been hit by delays where payment was expected sooner and it will instead come later. 
The Rights Offering, coming on top of another Rights Offering and distribution of shares a year ago as the company was cast away by separated from its erstwhile parent Sembcorp Industries (SCI SP) seemed to upset shareholders who did not understand why a second large offering in a year was needed. The simple answer was that last year, the net capital raise was minimal. It was primarily designed to generate proceeds to be able to pay back a large loan extended by its parent before the split. This year it is about survival.  
As I noted then, it was important to read the Trading and Liquidity Update. The big points are:


Workers are scarce. Costs are up. There are supply constraints because of covid-19. Foreign workers who left can't come back. Relative Singapore success in fighting covid early on raised labor costs locally. It is tough to get new workers and new covid-19 measures introduced in May 2021 won't make it easier. 
Projects are delayed. Cash Flows are delayed. In particular, the delivery of two drillships to Transocean has been deferred from FY21/22 to FY2023 and later, delaying S$610mm in cash flow.
The company needs to optimize cost structure
Group turnover this year has been lower than expected. 
The group needs to raise money to get comfort on ability to complete existing contract base.
The company is pivoting to renewables and clean energy solutions.

The company needs money for all this. And a Rights Issue would provide certainty and immediacy.
The Securities Investors Association (Singapore), which has the general reputation of standing up to companies which do deals where retail investors are inconvenienced, came out with a press release with questions on 15 July which SMM answered on 19 July.  The company got its Approval in Principle in early August from the SGX. SIAS sponsored a virtual dialogue on 6 August. There was an update on the 18th of August from the company, a further very late-in-the-day Q&amp;A published on 23 August in the morning before the EGM, the EGM was held yesterday, the Rights Offering was approved, and...
...Today after the close, we have an announcement of the Rights Trading Period (31 Aug - 8 Sep), the Exercise Period (31 Aug - 14 Sep) and Pay Date (22 Sep) along with a re-delivery of all the documents from late June and early August (Announcement, Media Release, Presentation, and Trading and Liquidity Update).
24 August was the last day to trade WITH rights. 25 August is the first day to trade ex-rights.
There is strategy involved. 
Much more below the fold.


Sembcorp Marine Goes Ex-Rights - Strategy From Here

SGX Market Strategist, Equity & Fixed Income, Singapore Exchange Ltd (SGX)

Geoff Howie

SGX Market Strategist, Equity & Fixed Income

Asia’s leading multi-asset exchange

Singapore Exchange Ltd (SGX)

Singapore Exchange is Asia’s leading and trusted market infrastructure, facilitating the exchange of capital and ideas to create value for people, businesses and economies. As a multi-asset exchange operating equity, fixed income and derivatives markets to the highest regulatory standards, SGX is a vertically integrated business that provides listing, trading, clearing, settlement, depository and data services.

With about 40% of listed companies and over 80% of listed bonds originating outside of Singapore as well as established linkages across the region and in Europe, SGX is Asia’s most international and connected exchange. Offering a full suite of derivatives products across Asian equity indices, commodities and currencies, SGX is the world’s most liquid international market for the benchmark equity indices of China, India, Japan and ASEAN.

As Asia’s pioneering central counterparty, SGX is globally recognised for its risk management and clearing capabilities, and was one of the first globally to adopt the Principles for Financial Market Infrastructure.

Headquartered in AAA-rated Singapore, SGX has over 800 employees including offices in Beijing, Chicago, Hong Kong, London, New York, Mumbai, San Francisco, Shanghai and Tokyo.

Equity Bottom-Up

<ul><li>In 3Q23, the STI generated a total return, marginally outpacing the FTSE ASEAN Extended 60 Index with a 1% total return and FTSE APAC Index with a 1.1% decline in total return.</li><li>Sembcorp and Keppel, which are both pivoting to sustainable solutions, averaged 3.6% declines in total return over the quarter.</li><li>The iEdge SG Adv Manufacturing Index generated a 0.5% decline in total return in 2023, bringing its 9-month decline in total return to 1.8%.</li></ul>

In 3Q23, the STI generated a total return, marginally outpacing the FTSE ASEAN Extended 60 Index with a 1% total return and FTSE APAC Index with a 1.1% decline in total return.Sembcorp and Keppel, which are both pivoting to sustainable solutions, averaged 3.6% declines in total return over the quarter.The iEdge SG Adv Manufacturing Index generated a 0.5% decline in total return in 2023, bringing its 9-month decline in total return to 1.8%.

Oil, Rates & Slower Growth Outlook Steered Markets in 3Q23    

<ul><li>Within the Singapore stock market, Sembcorp Industries and Seatrium have booked the most net institutional fund inflows in the year to Jul 18.</li><li>Seatrium has been Singapore’s sixth most traded stock, while Sembcorp Industries has ranked among the 15 most traded stocks, up from ranking among the 30 most traded stocks in 2022.</li><li>Overall, Singapore Exchange-listed stocks have booked S$2.8 billion of net institutional fund outflow and S 4 billion of net retail inflow in the 2023 year to Jul 18.</li></ul>

Within the Singapore stock market, Sembcorp Industries and Seatrium have booked the most net institutional fund inflows in the year to Jul 18.Seatrium has been Singapore’s sixth most traded stock, while Sembcorp Industries has ranked among the 15 most traded stocks, up from ranking among the 30 most traded stocks in 2022.Overall, Singapore Exchange-listed stocks have booked S$2.8 billion of net institutional fund outflow and S 4 billion of net retail inflow in the 2023 year to Jul 18.

Taking stock of institutional and retail fund flows

Alpha-Centric ESG Research

Kyle Rudden

<ul>
<li>The Monetary Authority of Singapore (MAS) recently launched a public consultation regarding a Code of Conduct for ESG ratings providers and ESG data product providers in Singapore.</li>
<li>It is the right approach for Singapore – a voluntary best-practices framework furthering one of the world's most credible "green" economies, not a regulatory force-fix of something broken.</li>
<li>No surprise ratings methodology changes. No en masse upgrades/downgrades. No acute shocks to the system. Just slow and steady progress for ESG investing and finance in Singapore.</li>
</ul>


The Monetary Authority of Singapore (MAS) recently launched a public consultation regarding a Code of Conduct for ESG ratings providers and ESG data product providers in Singapore.
It is the right approach for Singapore – a voluntary best-practices framework furthering one of the world's most credible "green" economies, not a regulatory force-fix of something broken.
No surprise ratings methodology changes. No en masse upgrades/downgrades. No acute shocks to the system. Just slow and steady progress for ESG investing and finance in Singapore.


Singapore Code of Conduct for ESG Ratings Is Less Risk and More Reward

<ul>
<li>Today, <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> and <a href="https://www.smartkarma.com/entities/sembcorp-marine-ltd" target="_blank" data-smartkarma-citation="entities:11:1" rel="noopener">Sembcorp Marine (SMM SP)</a> made an <a href="https://links.sgx.com/FileOpen/SCM%20Press%20Release%2027.10.2022.ashx?App=Announcement&amp;FileID=735575" target="_blank" rel="noopener">announcement</a> of revised structure and revised terms.</li>
<li>Under revised terms, Sembcorp will issue fewer shares to Keppel, and it will be a takeover rather than Scheme of Arrangement. Keppel will deliver more shares to shareholders, keeping less. </li>
<li>Just like the first announcement, there is a little here for everyone. Keppel doesn't do a great job of selling it but it is still win-win. </li>
</ul>


Today, Keppel Corp (KEP SP) and Sembcorp Marine (SMM SP) made an announcement of revised structure and revised terms.
Under revised terms, Sembcorp will issue fewer shares to Keppel, and it will be a takeover rather than Scheme of Arrangement. Keppel will deliver more shares to shareholders, keeping less. 
Just like the first announcement, there is a little here for everyone. Keppel doesn't do a great job of selling it but it is still win-win. 


Keppel & Sembcorp Marine Revise Transaction, Improve Terms to SMM

Singapore

Yangzijiang Shipbuilding (Holdings) Limited builds a wide range of ships. The Company produces a wide range of commercial vessels, mini bulk carriers, multi-purpose cargo vessels, containerships, chemical tankers, offshore supply vessels, rescue and salvage vessels, and lifting vessels.

Frencken Group Limited designs, develops, and produces complex and advanced modules and systems, based on precision mechanics, hardware and software.

Hong Leong Asia Limited manufactures and fabricates precast concrete products, trades and distributes steel and cement products,  The Company also manufactures and distributes refrigerators and freezers, assembles air-conditioners and diesel engines as well as manufactures and sells metal drums and containers, plastic packaging related products, and container components.

China Yuchai International Limited is a holding company.  Through its subsidiary, Guangxi Yuchai Machinery Company Limited (Yuchai), manufactures, assembles, and sells diesel engines in China.

China Yuchai International Limited (CYD US)

COSCO SHIPPING International (Singapore) Co., Ltd. provides ship building and repairing and marine engineering services. The Company offers bulk, liquefied natural gas, and special purpose carriers, as well as oil tankers. COSCO SHIPPING International serves customers worldwide.

COSCO SHIPPING International (Singapore) (COS SP)

InnoTek Ltd., through its subsidiaries, manufactures metal components.  The Company offers metal stamping, commercial tool and die fabrications, sub-assembly work and frame manufacturing.  InnoTek primarily serves customers in Japan and Europe.

World Precision Machinery Limited manufactures and supplies stamping machines and related metal components. The Company's other products include bending, cutting and CNC punching machines.

Sembcorp Industries Ltd provides utilities and integrated services for industrial sites such as power, gas, steam, water, wastewater treatment and other on-site services. The Company's businesses also include marine & offshore engineering and urban development comprising industrial parks and business, commercial and residential spaces.

Fu Yu Corporation Limited manufactures and sells precision plastic injection molds and plastic components.  The Company also manufactures and sells plastic, aluminum parts, electronic products, and equipment for medical use.

Grand Banks Yachts Limited, through its subsidiaries, builds and sells diesel-powered cruisers, and purchases and sells new and used yachts and boats. The Company also provides yacht repair and maintenance services, promotional and technical services, and manufactures and sells fiberglass yachts.

Terex Corporation is a diversified global manufacturer operating in four business segments: aerial work platforms; construction; cranes; and materials processing.  Terex manufactures a broad range of equipment for use in various industries including the construction, infrastructure, quarrying, mining, shipping, transportation, refining, energy and utility industries.

Avic Heavy Machinery Co., Ltd. develops, manufactures, and markets hydraulic pumps and motors, Rzeppa constant velocity joints, and other  related products.

EnPro Industries, Inc. designs, develops, manufactures, and markets proprietary engineered industrial products.  The Company's products include sealing products, metal polymer bearing products, air compressor systems and vacuum pumps, diesel and natural gas engines, and specialized tooling.  EnPro sells its products to customers located around the world.

Kurita Water Industries Ltd. manufactures, sells, and maintains water treatment equipment and systems.  The Company's products include water purification and waste water treatment equipment as well as soil remediation systems.  Kurita also manufactures and sells chemicals for water treatment related to sanitation, air-conditioning, and construction.

IHI Corporation manufactures heavy machinery. The Company produces aircraft jet engines, rocket propulsion systems, and ships for military and commercial use. Ishikawajima-Harima also constructs petroleum refineries and nuclear power plants.

Timken India Limited provides friction management solutions for a wide range of industry applications across the globe; from agriculture to construction, from heavy industrial applications to automobiles and from rail to related products. Timken provides a complete package solution for bearings and roll-shop maintenance.

Tian Di Science & Technology Co., Ltd. develops and manufactures mining automation control systems, mining machines, coal preparation equipment, and materials and equipment used for underground engineering. The Company also provides technical services and undertakes underground special construction projects.

Tian Di Science & Technology Co., (600582 CH)

HOSHIZAKI ELECTRIC CORPORATION manufactures and sells commercial use kitchen equipment such as freezers, refrigerators, food/beverage dispensers.  The Company has sales subsidiaries across Japan as well as overseas.

Zoomlion Heavy Industry Science and Technology Co., Ltd.manufactures and markets construction machinery.  The Company's products include concrete machinery, cranes, road machinery, drilling equipment, and other heavy construction equipment.  Zoomlion also produces environmental machinery and satellite navigation products.

Sainty Marine Corp Ltd is a ship builder, designer, ship trader and heavy cargo ocean transporter.  The Company is based in Nanjing, China. Sainty Marine is also involved in financing support and technical services.

Seatrium Ltd offers engineering solutions for the offshore, marine, and energy industries. The Company provides rigs and floaters, repairs and upgrades, offshore platforms, and specialized shipbuilding. Seatrium serves customers worldwide.

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Seatrium (STM SP)

Sembcorp Marine Goes Ex-Rights - Strategy From Here

Sembcorp Marine goes ex-rights on 25 August. The rights start trading on 31 August. There could be trades to do here for long-only investors, but...

Travis Lundy

Oil, Rates & Slower Growth Outlook Steered Markets in 3Q23

In 3Q23, the STI generated a total return, marginally outpacing the FTSE ASEAN Extended 60 Index with a 1% total return and FTSE APAC Index with a...

Singapore Exchange Ltd (SGX)

Taking stock of institutional and retail fund flows

Within the Singapore stock market, Sembcorp Industries and Seatrium have booked the most net institutional fund inflows in the year to Jul...

Singapore Exchange Ltd (SGX)

Singapore Code of Conduct for ESG Ratings Is Less Risk and More Reward

Singapore's Code of Conduct for ESG ratings is more light-handed than other regulation-based approaches, but therein lies the "less risk and more...

Kyle Rudden

Keppel & Sembcorp Marine Revise Transaction, Improve Terms to SMM

Keppel and SMM have amended the transaction structure and terms, and it is a win-win, but perhaps more of a win for SMM as it catches up with...

Travis Lundy

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