Sembmarine says fully virtual EGM ‘most practical and effective’ way to vote on Keppel O&M merger
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Tan Nai Lun
SEMBCORP Marine (Sembmarine) said a fully virtual extraordinary general meeting (EGM) would be the “most practical and effective option” for its shareholders to vote on its proposed merger with Keppel’s offshore and marine (O&M) unit, as this would permit the largest number of them to participate.
In response to a Letter to the Editor published in The Business Times, which said that the EGM should be held in person, Sembmarine on Tuesday (Feb 14) said it “had considered various options” for the meeting. It found that a fully virtual EGM addressed the difficulties that other options presented.
The company said its current number of shareholders, which exceeds 75,000, makes it “impossible to accurately estimate the likely attendance in person... and to secure a large enough venue” for a physical EGM of this importance.
A large physical turnout also raises the risk of Covid-19 transmission among its shareholders, many of whom are seniors, it added.
Meanwhile, a hybrid meeting option that allows shareholders to attend either physically or virtually presents “the logistical difficulty of estimating the number of shareholders who want to attend in person, and managing any excess number of shareholders who would be denied access on the day due to capacity constraints”.
The company also noted that the Singapore Exchange is permitting listed issuers to continue with virtual general meetings until Jul 1.
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Sembmarine also said that it had organised several dialogues with shareholders to address their concerns and questions, and shared its responses to them publicly over the past few months.
It added that the chairman would ensure that all relevant and substantial questions posted live during the EGM would be addressed, before putting the resolution to a vote.
Sembmarine also disagreed with the view that the EGM should be delayed until an in-person meeting was possible, as the move may have adverse impacts on customer confidence and new orders.
The company also noted that it was incorrect to call the proposed combination a “reverse takeover”, as there would be no change in shareholding control after the merger. It said that Temasek would remain as its single largest shareholder with a 35.5 per cent stake, and no other individual shareholder would have more than a 15 per cent stake.
Sembmarine will be holding the EGM on Feb 16 at 11 am by virtual means.
Its shares closed flat at S$0.137 on Tuesday, before it filed its response.
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