Shareholders of Keppel Corp have a lot to cheer about, following recent announcements by Keppel and Sembcorp Marine (SCM). They will reap benefits from higher net tangible assets (NTA), earnings per share and a dividend-in-specie, subject to approvals from shareholders. And surely, Keppel’s shareholders will approve the schemes, which are a win for the group. SCM shareholders, on the other hand, may grumble at being diluted (see Tables 1, 2 and 3).
Keppel and SCM announced that they have entered into a definitive agreement for the proposed combination of Keppel Offshore & Marine (KOM) and SCM to create a new entity, called Bayberry, that will be focused on offshore renewables, new energy and cleaner offshore & marine solutions.
The restructuring of KOM, and merger of KOM and SCM (to create Bayberry) are in roughly four parts and some five resolutions to be voted on in an EGM. One of SCM’s resolutions requires more than 75% of shareholders to vote for the scheme. The bar is lower at more than 50% of shareholders needed to vote for the rest of the resolutions.