THIS EXPLANATORY STATEMENT IS IMPORTANT AND …€¦ · 15 April 2019 [tentative] Scheme Effective...
Transcript of THIS EXPLANATORY STATEMENT IS IMPORTANT AND …€¦ · 15 April 2019 [tentative] Scheme Effective...
Proposal in relation to a
SCHEME OF ARRANGEMENT
Pursuant to Section 210 of the Companies Act (Chapter 50, 2006 Revised Edition)
Between
HYFLUX LTD
(Incorporated and registered under the laws of the Republic of Singapore with Unique Entity Number 200002722Z)
and
THE SCHEME PARTIES
(as defined in the Scheme)
EXPLANATORY STATEMENT
THIS EXPLANATORY STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains important information and should be read in its entirety. If you are in doubt about any aspect of the proposed Scheme and/or the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.
Unless otherwise defined herein or the context otherwise requires, capitalised expressions used shall have the meanings set out in Appendix A of this Explanatory Statement.
This Explanatory Statement is addressed and distributed only to Scheme Parties who are persons to whom it may be lawful to distribute it ("relevant persons"). Scheme Parties include persons who hold a Book Entry Interest in the Notes, Perpetual Capital Securities and Preference Shares at the Record Date. This Explanatory Statement is directed only at relevant persons and must not be acted on or relied upon by persons who are not relevant persons.
The last date and time for Scheme Parties to complete and submit a Proof of Claim to the Chairman is 5:00 pm (Singapore Standard Time) on 1 March 2019 (ie, the Record Date). If a Noteholder, Perpetual Capital Secuirites Holder or Preference Shareholder does not file a Proof of Claim, he or she is deemed to have authorised the Company to file a Proof of Claim on his or her behalf based on the holdings reflected in records maintained by the CDP.
If you have recently sold or otherwise transferred your Book Entry Interest in the Notes, Perpetual Capital Securities and/or Preference Shares before the Record Date, you should immediately forward this Explanatory Statement to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee; thereafter, you need not take any further action with respect to this Explanatory Statement. If you have only partially assigned, sold or transferred such interests, or partially assign, sell or otherwise transfer such interests before the Record Date, you should: (i) read this Explanatory Statement carefully; (ii) forward a copy of this Explanatory Statement to the person or persons to whom you have assigned, sold or transferred, or to whom you assign, sell or otherwise transfer, such partial interests; and (iii) take such steps as you consider appropriate following consideration of the matters described in this Explanatory Statement.
A transferee of a Book Entry Interest in the Notes, Perpetual Capital Securities and/or Preference Shares after the Record Date will not be entitled to vote at the Scheme Meeting in respect of such interest. Such transferee will need to make arrangements with the holder of the Notes, Perpetual Capital Securities and/or Preference Shares at the Record Date to ensure that that person votes in accordance with the wishes of the transferee.
Scheme Meetings of each class of the Scheme Parties to consider and, if thought fit, approve the proposed Scheme will be held on 5 April 2019 at Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949, or such other place as may be fixed by the Company and notified to Scheme Parties via SGXNet. The actions that the Scheme Parties should take in relation to the Scheme are set out in Section 4 of this Explanatory Statement. As a Scheme Party, whether or not you intend to be present at the relevant Scheme Meeting, you are requested to complete and return the Proof of Claim enclosed with this Explanatory Statement by the Record Date in accordance with the instructions and notes contained therein. Any previously completed and submitted Proofs of Claim that have been sent to the Company or the Chairman will remain valid unless you have instructed the Chairman in writing to the contrary.
Subject to applicable law and as provided in this Explanatory Statement, the Company may, prior to the calling of any Scheme Meeting, delete, modify, amend or add to the terms of the proposed Scheme which the Company, upon further consultation with the Scheme parties as necessary or relevant, may think fit for the implementation of the Restructuring. Details of any deletion, modification, amendment and/or addition will be announced to all Scheme Parties via SGXNet as soon as reasonably practicable after the relevant decision is made.
This Explanatory Statement or any other document issued with or appended to it (including the proposed Scheme) shall not be construed as, and does not constitute, an offer, invitation or solicitation for the subscription, sale or purchase of securities in any jurisdiction. The Company has not registered and will not register the New Shares under the US Securities Act of 1933, as amended (the “Securities Act”). The New Shares may not be offered or sold in the United States except pursuant to an exemption form, or in a transaction not subject to, the registration requirements of the Securities Act. The New Shares will only be offered and issued and sold outside the United States to holders of the Securities who are persons other than “US persons”, as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act.
Prior to making a decision on whether to approve the Proposal (as defined herein), you should carefully consider all of the information set forth in this Explanatory Statement. In particular, you should also take note of the risk factors set out in Section 9 of this Explanatory Statement.
Questions and requests for further information and assistance in relation to the proposed Scheme and/or this Explanatory Statement, including in respect of the submission or delivery of Proofs of Claim and/or Proxy Forms, may be directed to Company through the following channels:
Telephone: +65 3517 7999 Email: [email protected]
Post: Hyflux Ltd, Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949
The date of this Explanatory Statement is 22 February 2019.
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TABLE OF CONTENTS
1. Introduction ................................................................................................................................... 5
2. What is a Scheme of Arrangement? ............................................................................................. 6
3. Scheme Parties and Scheme Claims ........................................................................................... 7
4. What are Scheme Parties required to do?.................................................................................. 10
5. Background to the Scheme ........................................................................................................ 12
6. Financial Position of the Group ................................................................................................... 15
7. Salient terms of the Scheme ....................................................................................................... 18
8. Interests of Directors, the Notes Trustee and the Perpetual Capital Securities Trustee. ........... 26
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CONTACTS
The Chairman of the Court Meeting
and Proposed Scheme Managers
Ms Angela Ee c/o Ernst & Young Solutions LLP, or in the alternative,
Mr Glenn Peters c/o Ernst & Young Solutions LLP
Address One Raffles Quay, North Tower, Level 18, Singapore 048583
Email [email protected]
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KEY DATES AND EXPECTED TIMETABLE1
Publication and issuance of notice to lodge Proofs of Claim 1 February 2019
Publication and issuance of notice to convene Scheme Meeting
22 February 2019
Last day to lodge Proofs of Claim2 1 March 2019
Publication of list of Scheme Parties who have filed Proofs of Claim
8 March 2019
Last day to lodge Proxy Forms 72 hours before the relevant Scheme Meeting
Scheme Meetings 5 April 2019
12:00 noon
Scheme Meeting for Unsecured
Scheme Parties
7:00 pm
Scheme Meeting for
Debt Securities Scheme parties
Court hearing to sanction the Scheme (if approved at the Scheme Meetings)
Any day between 8 April 2019 to 15 April 2019 [tentative]3
Scheme Effective Date To be confirmed4
Extraordinary general meeting of shareholders (EGM) Any day between 12 April 2019 to 15 April 2019 [tentative]5
Long-Stop Date in Restructuring Agreement 16 April 20196
End of moratorium ordered in 211B Proceedings 30 April 2019
1 Scheme Parties will be kept advised of any significant change(s) to the above expected timetable via
SGXNet. 2 If a Noteholder, Perpetual Capital Securities Holder or Preference Shareholder does not file a Proof of
Claim, he or she is deemed to have authorised the Company to file a Proof of Claim on his or her behalf based on the holdings reflected in the records maintained by the CDP. The Chairman will admit all amounts in respect of the holdings reflected in the records maintained by the CDP for the purpose of voting at the Scheme Meetings and any distributions made under the Scheme (if sanctioned).
3 This date cannot be finalised at this point as: (i) the Company will only apply to the Court for the sanction of the Scheme after the Scheme is approved at the Scheme Meetings; and (ii) the date of the Court hearing to sanction the Scheme will only be confirmed based on the Court’s schedule after such application has been made. Scheme Parties will be kept advised of the actual date fixed for the Court hearing to sanction the Scheme via SGXNet.
4 The Scheme Effective Date is the date on which the order of Court sanctioning the Scheme is lodged with ACRA. This date cannot be finalised at this point as it depends on the date of the Court hearing to sanction the Scheme.
5 This is the estimated date of the EGM for ordinary shareholders of the Company to approve the issuance of Shares to: (i) the Investor, in consideration of the Investor’s S$400 million investment pursuant to the terms of the Restructuring Agreement; (ii) the Unsecured Scheme Parties, as the Unsecured Claims Equity Consideration under the Scheme; and (iii) the Debt Securities Scheme Parties, as the Debt Securities Claims Consideration under the Scheme.
6 This is the latest date by which all Conditions Precedent under the Scheme must be satisfied.
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Hyflux Ltd
80 Bendemeer Road
Hyflux Innovation Centre
Singapore 339949
(Incorporated and registered under the laws of the Republic of Singapore with Unique Entity
Number 200002722Z)
EXPLANATORY STATEMENT
To: the Scheme Parties
22 February 2019
THIS EXPLANATORY STATEMENT CONCERNS MATTERS WHICH MAY AFFECT YOUR
LEGAL RIGHTS AND ENTITLEMENTS AND YOU MAY THEREFORE WISH TO TAKE
APPROPRIATE LEGAL ADVICE ON ITS CONTENTS
Dear Sir/Madam,
Proposed scheme of arrangement (“Scheme”) in relation to Hyflux Ltd (“Company”) under
Section 210 of the Companies Act (Chapter 50, 2006 Revised Edition) of the Republic of
Singapore (“Act”)
1. INTRODUCTION
1.1. On 22 May 2018, the Company announced that applications have been made to the Court
pursuant to Section 211B(1) of the Act to commence a court supervised process to reorganise
the liabilities and businesses of the Company and four (4) of its subsidiaries, namely,
Hydrochem (S) Pte Ltd (“Hydrochem”), Hyflux Engineering Pte Ltd (“HE”), Hyflux Membrane
Manufacturing (S) Pte Ltd (“HMM”) and Hyflux Innovation Centre Pte. Ltd (“211B
Proceedings”)1.
1.2. Thereafter, the Company conducted a competitive process to pursue strategic investments in
the overall business of the Group as part of the Restructuring. On 18 October 2018, the
Company announced that it had entered into a restructuring agreement2 (“Restructuring
Agreement”) with SM Investments Pte Ltd (“Investor”). Pursuant to which the Investor would,
inter alia:
1.2.1. subscribe for such number of Shares representing 60% of the issued share capital
of the Company for an aggregate subscription amount of S$400,000,000; and
1 More information on the Restructuring can be accessed at: https://www.hyflux.com/financial-
reorganisation-exercise/ 2 A copy of which is set out under Appendix B of this Explanatory Statement.
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1.2.2. grant the Company a loan of a principal amount of S$130,000,000 under a loan
agreement dated 18 October 2018 entered into between the Company and the
Investor3 (“Loan Agreement”).
1.3. A condition precedent to the Restructuring Agreement coming into effect is the full and final
settlement, discharge and/or redemption of the Unsecured Scheme Claims (including the
Notes) and the Debt Securities Scheme Claims (being the Perpetual Capital Securities and
Preference Shares).
1.4. In connection with the Restructuring and as contemplated under the Restructuring Agreement,
the Company intends to enter into a compromise and arrangement with the Scheme Parties
in respect of all Scheme Claims pursuant to the terms of the Scheme.
1.5. For a snapshot of the effect of the Scheme, the payouts thereunder and the expected
returns, please refer to Appendix G of this Explanatory Statement. The purpose of this
Explanatory Statement is to inform the Scheme Parties of the background and effect of the
Scheme. It is written and issued pursuant to Section 211 of the Act and in accordance with
the applicable procedure and guidance laid down in the Act and by the Court. Unless
otherwise defined herein or the context otherwise requires, capitalised expressions used shall
have the meanings set out in Appendix A of this Explanatory Statement.
1.6. Please note that this Explanatory Statement does not form the basis of the legal contract
between the Company and the Scheme Parties. The legally binding contract between the
Company and the Scheme Parties in the event the proposed scheme of arrangement is
approved by the Scheme parties and sanctioned by the Court is the Scheme. The
Company has prepared this Explanatory Statement on a best efforts basis, but make no
warranty as to the accuracy or completeness of the information provided herein. The
Company reserves the right to amend or supplement this Explanatory Statement and/or
the information contained herein.
2. What is a Scheme of Arrangement?
2.1 A scheme of arrangement is a statutory procedure under Singapore law which allows a
company to agree a compromise or arrangement with parties to whom it owes obligations
towards (or classes of parties), and for the terms of that compromise or arrangement to bind
any non-consenting or opposing minority parties.
2.2 A scheme of arrangement becomes becomes effective if:
2.2.1 it is approved by a majority in number (above 50%) representing at least 75% in
value of each class of scheme parties present and voting at each scheme meeting;
2.2.2 it is sanctioned by the Court; and
2.2.3 a sealed copy of the order of Court sanctioning the scheme of arrangement is lodged
with ACRA.
2.3 If the scheme of arrangement becomes effective, it will bind the Company and all the scheme
parties according to its terms, including those scheme parties who did not vote on the scheme
or who voted against it, irrespective of where in the world those scheme parties reside or have
their seat.
3 A copy of which is set out under Appendix C of this Explanatory Statement.
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3. Scheme Parties and Scheme Claims
3.1 The Scheme is intended to bind the Company and the following classes of Scheme Parties in
respect of their Scheme Claims:
3.1.1 the Unsecured Scheme Parties who hold Unsecured Scheme Claims;
3.1.2 the Debt Securities Scheme Parties who hold Debt Securities Scheme Claims; and
3.1.3 the Subordinated Scheme Parties who hold Subordinated Scheme Claims.
3.2 For the avoidance of doubt, the Scheme will not affect any Claim of a Scheme Party that is
an Excluded Claim.
Unsecured Scheme Parties
3.3 The Unsecured Scheme Parties comprise the Contingent Claimants, Facilities Lenders, KfW,
Noteholders and Other Claimants, who hold Contingent Claims, Facilities Claims, the KfW
Claim, Notes Claims and Other Claims, respectively.
3.4 The aggregate outstanding principal amount of all Unsecured Scheme Claims is
approximately S$1.6525 billion.
3.5 The aggregate outstanding principal amount of the Facilities Claims is approximately
S$572.1 million. A breakdown of each Facility Lenders and the approximate value of his or
her respective Facilities Claim(s) is set out as follows:
Facilities Lender Approximate Value of
Facilities Claim (in S$4)
Bangkok Bank Public Co Ltd 115.6 million
Bank of Kaohsiung, Offshore 13.2 million
Bank of Taiwan 15.8 million
BNP Paribas 34 million
Chang Hwa Commercial Bank, Ltd 9.2 million
CTBC Bank Co, Ltd 40.2 million
DBS Bank Ltd 26.3 million
E.SUN Commercial Bank, Ltd 6.6 million
First Commercial Bank, Ltd 19.7 million
Hitachi Capital (HK) Ltd 13.2 million
Hua Nan Commercial Bank, Ltd 19.7 million
Land Bank of Taiwan 19.7 million
Mega International Commercial Bank Co, Ltd 6.6 million
Mizuho Bank, Ltd 133.9 million
PT Bank Rakyat Indonesia (Persero) Tbk 13.2 million
4 All sums denominated in US$ are converted to S$ based on a conversion rate of US$1 = S$1.3221.
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Standard Chartered Bank 41.3 million
The Hongkong and Shanghai Banking Corporation Limited 4.4 million
The Korea Development Bank 39.5 million
Total 572.1 million
3.6 The aggregate outstanding principal amount of the KfW Claim is approximately S$136 million.
3.7 The aggregate outstanding principal amount of the Notes Claims is S$265 million. The
aggregate outstanding principal amounts of the Notes Claims in respect of each of the Series
008 Notes, the Series 009 Notes and the Series 010 Notes are S$100,000,000, S$65,000,000
and S$100,000,000, respectively.
3.8 The aggregate outstanding principal amount of the Contingent Claims is approximately
S$668.1 million. A brief description of each Contingent Claim and the estimated value of such
Contingent Claim is set out as follows:
Contingent Claimant Description of Contingent Claim Estimated Value
(in S$5)
Algerian Energy Company
SpA
Dispute under a joint venture agreement
in respect of the Tlemcen Project6
Algerian Energy Company SpA has filed
a request for arbitration with the
International Chamber of Commerce on
5 February 2019
46.4 million
Malakoff Berhad
Almiyah Attilemçania SpA EPC contract parent guarantee in respect
of the Tlemcen Project
45.6 million
Arab Banking Corporation
BSC
EPC contract and O&M contract
performance bonds in respect of the
Magtaa Project
15.8 million
Guarantees backing local credit facilities
used for the Magtaa Project
39.7 million
BNP Paribas EPC contract performance bond in
respect of the Magtaa Project
74.7 million
DBS Bank Ltd EPC contract performance bond in
respect of the Khurais Project
6.7 million
EPC contract performance bond in
respect of the TuasOne WTE Project
63.6 million
5 All sums denominated in US$ are converted to S$ based on a conversion rate of US$1 = S$1.3221. All
sums denominated in RO (Omani Rial) are converted to S$ based on a conversion rate of 1 RO = S$3.5652. All sums denominated in SAR (Saudi Riyal) are converted to S$ based on a conversation rate of 1 SAR = S$0.3658.
6 For more information, please refer to the paragraphs 36 to 39 of the 6th Affidavit of Lum Ooi Lin dated 11 January 2019 which was filed in the 211B Proceedings and which can be accessed at: https://www.hyflux.com/financial-reorganisation-exercise/info-on-court-process/
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Bank guarantees issued in respect of the
lease of 8 Tuas South Lane, Singapore
637302 (“Tuas Hub”)
2.1 million
Tender bond issued in respect of the
Jurong Bioreactor Plant
3 million
HSBC Institutional Trust
Services (Singapore)
Limited in its capacity as
trustee of Ascendas REIT
Rent guarantee in respect of lease of
Hyflux Building, 202 Kallang Bahru,
Singapore 339339 (“HB”)
3.6 million
Rent guarantee in respect of lease of
Hyflux Innovation Centre, 80 Bendemeer
Road, Singapore 339949 (“HIC”)
38.3 million
Mizuho Bank, Ltd Project delivery guarantee in respect of
the Qurayyat IWP
45.5 million
Project delivery guarantee in respect of
the TuasOne WTE Project
22.5 million
RBC Investor Services
Trust Singapore Limited in
its capacity as trustee of
ESR-REIT
Rent guarantee in respect of lease of
Tuas Hub
39.9 million
Samsung Engineering Co,
Ltd
Salt solution package delivery contract
parent guarantee
39 thousand
Snamprogetti Saudi
Arabia Co Ltd
EPC contract parent guarantee in respect
of the Khurais Project
68.9 million
Standard Chartered Bank EPC contract performance bond in
respect of the Qurayyat IWP
29.7 million
The Hong Kong and
Shanghai Banking
Corporation Limited
EPC contract performance bond in
respect of project(s) in Saudi Arabia
1.6 million
TuasOne Pte Ltd EPC contract parent guarantee in respect
of the TuasOne WTE Project
27 million
Yunnan Water (Hong
Kong) Company Limited
Arbitration concerning disputes under a
sale and purchase agreement dated 26
October 2016 in respect of shares in
Galaxy NewSpring Pte Ltd
Yunnan Water (Hong Kong) Company
Limited has filed a notice of arbitration
with the Singapore International
Arbitration Centre on 23 May 2018
30 million
中国银行股份有限公司
(Bank of China)
Guarantee in respect of the project facility
for the Tianjin Dagang DP
67.1 million
Total 668.1 million
3.9 The aggregate outstanding principal amount of the Other Claims is approximately S$11.3
million. A breakdown of each Other Claimant and the approximate value of his or her
respective Other Claim(s) is set out as follows
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Other Claimant(s) Approximate Value of
Other Claim (in S$7)
8 trade creditors 0.5 million
BNP Paribas El-Djazair – O&M performance bond for the
Tlemcen Project8
3.2 million
DBS Bank Ltd – (1) Bank guarantee called in January 2019
in respect of lease of HIC; and (2) Bank guarantee called in
January 2019 in respect of lease of HB
6.7 million
Oversea-Chinese Banking Corporation, Limited – Bank
guarantee called in January 2019 in respect of lease of HIC
0.9 million
Total 11.3 million
Debt Securities Scheme Parties
3.10 The Debt Securities Scheme Parties comprise the Perpetual Capital Securities Holders and
Preference Shareholders, who hold Perpetual Capital Securities Claims and Preference
Shares Claims, respectively.
3.11 The aggregate outstanding principal amount of all Debt Securities Scheme Claims is
S$900 million.
3.12 The aggregate outstanding principal amount of all Perpetual Capital Securities Claims is
S$500 million.
3.13 The aggregate outstanding principal amount of all Preference Shares Claims is S$400 million.
Subordinated Scheme Parties
3.14 The Subordinated Scheme Parties comprise the Intercompany Claimants and the HS
Claimants, who hold Intercompany Claims and HS Claims, respectively.
3.15 The aggregate outstanding principal amount of all Subordinated Scheme Claims is
approximately S$72.3 million.
4. What are Scheme Parties required to do?
4.1 If you are a Scheme Party, you are entitled to vote at the relevant Scheme Meeting for the
purpose of approving the Scheme in the manner set out in paragraphs 4.2 to 4.4 below. The
Scheme Meetings will be held on 5 April 2019 at Hyflux Innovation Centre, 80 Bendemeer
Road, Singapore 339949, or such other place as may be fixed by the Company and notified
to Scheme Parties via SGXNet.
7 All sums denominated in DZD (Algerian Dinar) are converted to S$ based on a conversion rate of 1 DZD
= S$0.0107. 8 For more information, please refer to the paragraphs 40 to 41 of the 6th Affidavit of Lum Ooi Lin dated
11 January 2019 which was filed in the 211B Proceedings and which can be accessed at: https://www.hyflux.com/financial-reorganisation-exercise/info-on-court-process/
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4.2 A Scheme Party other than a Noteholder, Preference Capital Securities Holder or Preference
Shareholder may attend the relevant Scheme Meeting in person or may vote by proxy.
4.3 In respect of Noteholders, Perpetual Capital Securities Holders and Preference Shareholders:
4.3.1 Only persons who hold a Book Entry Interest in the Notes, Perpetual Capital
Securities or Preference Shares are considered Scheme Parties;
4.3.2 If a person holds Notes, Perpetual Capital Securities or Preference Shares as a
Depositor (ie, he or she is a Noteholder, Perpetual Capital Securities Holder or
Preference Shareholder), he or she may attend the relevant Scheme Meeting in
person or may vote by proxy.
4.3.3 If a person does not hold Notes, Perpetual Capital Securities or Preference Shares
as a Depositor, that person should approach his or her Relevant Intermediary
through whom he or she holds Notes, Perpetual Capital Securities or Preference
Shares in order to be appointed as a proxy by such Relevant Intermediary to attend
and vote at the relevant Scheme Meeting. For the avoidance of doubt, persons who
hold Notes, Perpetual Capital Securities or Preference Shares through a depository
agent or under CPFIS or SRS should consult such depository agent or CPFIS or
SRS agent bank to obtain information on how he or she can be appointed as a proxy
to attend and vote at the Scheme Meeting.
4.4 Please note that the terms of the Scheme prescribe that no assignment, sale or transfer of
any interest in any Scheme Claim after the Record Date shall be recognised by the Company
or the Chairman after the Record Date for the purposes of determining entitlement to attend
and vote at the Scheme Meetings. Persons who hold Scheme Claims against the Company
as at the Record Date shall be the Scheme Parties. A transferee of an interest in a Scheme
Claim after the Record Date will not be entitled to vote at the Scheme Meetings. Such
transferee will need to make arrangements with the transferor to ensure that the transferor
votes in accordance with the wishes of the transferee. Persons who have acquired an interest
in a Scheme Claim after the Record Date should contact the person from whom they acquired
such an interest to ensure distribution of the relevant Scheme Consideration to them or their
nominee pursuant to the terms of the Scheme. The Company and the Chairman accept no
responsibility or liability in respect of such matters whatsoever.
4.5 There is enclosed at Schedule 4 of the Scheme and Appendix D of this Explanatory Statement
the relevant Proof of Claim forms to be submitted by the respective Scheme Parties to the
Chairman in respect of a Scheme Claim.
4.6 If a Scheme Party wishes to vote at the relevant Scheme Meeting, such a Scheme Party must
complete and return the Proof of Claim to the address specified in the relevant Proof of Claim
form by the Record Date (that is, 5:00 pm, 1 March 2019 (Singapore Standard Time)). Please
note that any Scheme Party may be barred from voting at the Scheme Meeting for Unsecured
Scheme Parties if he or she fails to submit his or her Proof of Claim by the Record Date.
4.7 If a Noteholder, Perpetual Capital Securities Holder or Preference Shareholder does not file
a Proof of Claim, he or she is deemed to have authorised the Company to file a Proof of Claim
on his or her behalf based on the holdings reflected in the records maintained by the CDP.
The Chairman will admit all amounts in respect of the holdings reflected in the records
maintained by the CDP for the purpose of voting at the relevant Scheme Meeting and any
distributions made under the Scheme in accordance with its terms (if sanctioned).
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4.8 There is enclosed at Appendix E herein: (i) a Proxy Form for Noteholders; (ii) a Proxy Form
for Perpetual Capital Securities Holders and/or Preference Shareholders; and (iii) a Proxy
Form for Facilities Lenders and KfW; and (iv) a Proxy Form for Contingent Claimants; and (v)
a Proxy Form for Other Claimants. The relevant instructions for completing and submitting
each Proxy Form is set out therein. If a Scheme Party wishes to appoint a proxy or proxies (in
the case of Relevant Intermediaries who are Scheme Parties) to attend the relevant Scheme
Meeting and vote, such Scheme Party must complete and sign the relevant Proxy Form
enclosed in accordance with the instructions contained therein and lodge the Proxy Form with
the Meeting Agent and in any event at least seventy-two hours (72) hours before the time
fixed for the Scheme Meeting (ie, before 12:00 noon, 2 April 2019, for Unsecured Scheme
Parties and before 7:00 pm, 2 April 2019, for Debt Securities Scheme Parties).
4.9 Please note that if a Scheme Party fails to lodge a Proxy Form by the stipulated deadline, the
proxy or proxies of such Scheme Party shall not be entitled to vote at the relevant Scheme
Meeting unless so admitted to vote at the discretion of the Chairman.
5. Background to the Scheme
Background to the Restructuring9
5.1 The oversupply of gas in the Singapore market resulted in depressed electricity prices which
adversely impacted the Group's financial performance since 2016. The impact of the weak
Singapore power market, coupled with an increase in the reserve margin required by the
Energy Market Authority, drove the Group to losses in the first quarter of 2018.
5.2 This was compounded by challenges on the repatriation of monies into Singapore from
projects overseas, as well as increased amount of monies which had to be placed in fixed
deposit accounts as a requirement for performance bonds to be issued or renewed in support
of the existing projects.
5.3 To address these challenges, preserve value and maintain a sustainable capital structure, the
Board took the view that a transparent and court supervised reorganisation process was in
the best interests of all of the Company’s stakeholders and hence applied to the Court to
commence the Restructuring.
Steps taken during the Restructuring10
5.4 As part of the Restructuring, the Group has:
5.4.1 adopted various austerity measures to limit costs and expenses of the Group during
the Restructuring;
5.4.2 conducted a controlled divestment exercise in respect of its interests in the
Tuaspring IWPP, which yielded a single conditional offer at a price below the value
of the secured debt of the project finance lender (“Tuaspring Divestment
Exercise”);
9 More information on the background to the Restructuring can be found at paragraphs 10 to 17 of the 1st
Affdiavit of Lum Ooi Lin dated 15 February 2019 which was filed in the Scheme Proceedings and which can be accessed at: https://www.hyflux.com/financial-reorganisation-exercise/info-on-court-process/
10 More information on the solutions implemented during the Restructuring can be found at paragraphs 20 to 45 of the 1st Affdiavit of Lum Ooi Lin dated 15 February 2019 which was filed in the Scheme Proceedings and which can be accessed at: https://www.hyflux.com/financial-reorganisation-exercise/info-on-court-process/
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5.4.3 conducted a competitive exercise to pursue strategic investments in the overall
business of the Group (“Investor Search Process”), which culminated in the
execution of the Restructuring Agreement with the Investor as described above at
paragraphs 1.2 and 1.3;
5.4.4 divested its interest in 150,000 shares of PT Oasis Waters International in
consideration of S$32 million as part of the Group’s efforts to streamlines its
business activities, improve liquidity and focus on its core activities in the
infrastructure sector;
5.4.5 executed a definitive binding settlement agreement with the MHI Group (its minority
shareholder in TuasOne Pte Ltd and sub-contractor for the construction of the
TuasOne WTE Project) on 15 February 201911 (“MHI Settlement Agreement”) to
resolve certain disputes between the Group and the MHI Group in respect of the
TuasOne WTE Project, and to pave the way forward for the completion of the
TuasOne WTE Project; and
5.4.6 negotiated with the bank lenders under the TuasOne Facility for the establishment
of a trust account and the resumption of drawdowns under the TuasOne Facility so
as to ensure continued liquidity for the purposes of constructing the TuasOne WTE
Project (such negotiations are still ongoing at present).
Tuaspring Divestment Exercise
5.5 The divest process of the Tuaspring IWPP, which started in January 2017 was resumed as a
collaborative consensual sale process with Malayan Banking Berhad (“Maybank”), the sole
secured lender to Tuaspring Pte Ltd (who holds security over the Tuaspring IWPP). A
competitive bidding exercise was carried out to yield the highest possible market price, and in
turn, increase the recovery for the Group’s stakeholders.
5.6 The Group worked closely with the offtaker (the Public Utilites Board) and other interested
parties to maximise the number of pre-qualified bidders for the Tuaspring IWPP. However,
ultimately, of the two pre-qualified parties, only one proceeded to make a bid and that bid was
subject to conditions which, even if met, would have not meant recovery sufficient to repay
the debt of the sole secured lender, Maybank.
5.7 Following the entry into of the Restructuring Agreement, which is premised upon the Group’s
rentention of its interests in the Tuaspring IWPP, no active efforts to pursue the divestment
are being made. That said, the original agreed upon deadline for entering into a divestment
agreement with the highest bidder for the asset has been extended with Maybank’s approval
on several occasions and is now 28 February 2019. Therefore, the Board remains open to,
and will consider, any offer that is made for the acquisition of the Tuaspring IWPP. To-date, no
offer has been received.
Investor Search Process
5.8 Following the commencement of the 211B Proceedings, the Group undertook an intensive
search process for a strategic investor. This included seeking out potential investors from past
11 More information on the MHI Settlement Agreement can be found from the Company’s announcement
on SGXNet dated 15 February 2019. A copy of the MHI Settlement Agreement is set out under Appendix F of this Explanatory Statement.
14
interest indicated, and engaging in discussions with investors who approached the Group or
its advisors following the Applications.
5.9 In the light of the high profile of the Group and the media attention received by the 211B
Proceedings, there were multiple unsolicited potential investors who approached the Group.
All such options were considered, and the Group also took steps to actively seek out potential
investors who may have had an interest in investing in the Group to seek out the best option
available for stakeholders.
5.10 This search process for a strategic investor yielded 16 potential parties with whom further
rounds of discussions commenced after non-disclosure agreements were entered into. These
further rounds of discussions included provision of an information memorandum outlining the
profile of the Group, including its business and capabilities, financial status, and funding needs
for the potential strategic investors to consider. Parties involved at this stage included
American, European, Mainland Chinese and Southeast Asian parties as well as private equity
funds.
5.11 Following these initial rounds of discussions, further discussions continued with 8 interested
parties. After initial due diligence, the Group considered the various offers presented to the
Group. The offers made ranged from a total investment of S$400 million to S$600 million (with
the equity portion ranging from S$250 million to S$530 million for an equity stake ranging from
approximately 51% to 86.4% of the Company’s shareholding).
5.12 After several discussions with the potential investors, the offers were developed. In particular,
the offer from the Investor was amended to significantly increase the initial equity injection
from the Investor.
5.13 The criteria considered in deciding on accepting the offer from the Investor included:
5.13.1 the value of the investment;
5.13.2 the conditions imposed by the offeror/certainty of the offer;
5.13.3 the financial ability of the offeror to complete the investment;
5.13.4 the timing within which the offeror could complete (bearing in mind the liquidity
crunch); and
5.13.5 the offeror’s synergies with Hyflux which could effectively revitalise the business.
5.14 Based on these criteria, and the circumstances, including the market conditions, the Board
resolved that it was in the best interests of the various stakeholders that the Group enter into
the Restructuring Agreement with the Investor on 18 October 2018.
5.15 In this regard, the Restructuring Agreement and the proposed Scheme, as part of the wider
Restructuring, is intended to serve a dual function:
5.15.1 comprehensively restructure the Group's financial obligations. The Restructuring
allows the Company to comprehensively restructure its obligations with the Scheme
Parties in a way that would significantly reduce the financial burden on the Company
and alleviate pressures faced by the Company on its cash flow; and
5.15.2 enable the Group to reorganise and streamline its operations, focus on areas for
growth and create value for its stakeholders. In this regard, the Company has been
15
pursuing potential strategic investments for the Group. In line with this business
objective, the Restructuring will enable the Company to maximise the value of the
Group for both its creditors and shareholders, and to ensure the long-term
sustainability and competitiveness of the Group with a view to deliver value to its
shareholders and other stakeholders.
6. Financial Position of the Group
6.1 As part of the orders issued by the Court in the 211B Proceedings, the Group has been and
continues to provided updates by regularly filing and publishing monthly management
accounts of the applicants in the 211B Proceedings12.
6.2 The unaudited management accounts of the Company as at 31 December 2018 are set out
below:
Statement of financial position
As at 31 Dec 2018
ASSETS S$’000
Subsidiary companies 278,874
Associates and joint ventures 23,103
Other investment 20,000
Trade and other receivables 868,225
Non-current assets 1,190,202
Trade and other receivables 938,055
Cash and cash equivalents 57,879
Current assets 995,934
Total assets 2,186,136
LIABILITIES S$’000
Trade and other payables 127,293
Loans and borrowings 435,227
Tax payable 4,473
Current liabilities 566,993
Net current assets 428,941
Loans and borrowings 411,481
Non-current liabilities 411,481
Net assets 1,207,662
Equity S$’000
12 These monthly management accounts are exhibited in the affidavits which can be accessed at:
https://www.hyflux.com/financial-reorganisation-exercise/info-on-court-process/
16
Share Capital 607,258
Treasury Shares (85,929)
Perpetual Capital Securities 494,798
Reserves 36,977
Accumulated profit 154,558
1,207,662
6.3 The unaudited management accounts of Hydrochem as at 31 December 2018 are set out
below:
Statement of financial position
As at 31 Dec 2018
ASSETS S$’000
Property, plant and equipment 1,534
Intangible assets 15,828
Subsidiaries 45,549
Deferred tax assets 33,271
Trade and other receivables 403
Non-current assets 96,585
Trade and other receivables 212,046
Cash and cash equivalents 29,772
Construction contract in progress 386,525
Inventories 1,548
Current assets 629,861
Total assets 726,446
LIABILITIES S$’000
Trade and other payables 596,980
Loans and borrowings 30,050
Current liabilities 627,030
Net current assets 2,831
Loans and borrowings 185,890
Non-current liabilities 185,890
Net assets (86,474)
Equity S$’000
Share Capital 74,000
Reserves (1,255)
Accumulated losses (159,219)
(86,474)
17
6.4 The unaudited management accounts of HMM as at 31 December 2018 are set out below.
Statement of financial position
As at 31 Dec 2018
ASSETS S$’000
Property, plant and equipment 12,847
Other investment 9,582
Non-current assets 22,429
Trade and other receivables 150,733
Cash and cash equivalents 846
Construction contract in progress 28,989
Inventories 32,309
Current assets 212,877
Total assets 235,306
LIABILITIES S$’000
Trade and other payables 178,997
Current liabilities 178,997
Net current assets 33,880
Trade and other payables 63,541
Non-current liabilities 63,541
Net assets (7,232)
Equity S$’000
Share Capital 1,000
Reserves 10,861
Accumulated losses (19,093)
(7,232)
6.5 The unaudited management accounts of HE as at 31 December 2018 are set out below:
Statement of financial position
As at 31 Dec 2018
ASSETS S$’000
Property, plant and equipment 641
Subsidiaries 36,526
Trade and other receivables 42,291
Non-current assets 79,458
18
Trade and other receivables 25,704
Cash and cash equivalents 3,385
Inventories 1,466
Current assets 30,555
Total assets 235,306
LIABILITIES S$’000
Trade and other payables 96,193
Current tax payable 1,277
Current liabilities 97,470
Net current assets (66,915)
Loans from holding company 4,893
Deferred tax liabilities 53
Non-current liabilities 4,946
Net assets 7,597
Equity S$’000
Share Capital -
Capital reserves 378
Accumulated profits 7,219
7,597
6.6 While the Group is currently facing financial difficulties, the Board believes that the Group has
a viable business and may continue business as a going concern if its current financial
obligations and liabilities are restructured and/or compromised and the contemplated
Investment under the Restructuring Agreement is completed.
6.7 The Board believes that the Restructuring pursuant to the terms of the Restructuring
Agreement and the proposed Scheme would benefit all stakeholders, who would receive a
greater return under the Scheme than under a winding up of the Company.
6.8 It is estimated that if the Company is placed into winding up, each Unsecured Scheme Party
would only stand to realise 3.8% to 8.7% of their Scheme Claims. Each Debt Securities
Scheme Party would not receive any recovery at all in a winding up of the Company. A copy
of the liquidation analysis prepared by Ernst & Young Solutions LLP can be found under
Appendix H of this Explanatory Statement.
7. Salient terms of the Scheme
Claims and approval process
7.1 The notice to file the relevant Proof of Claim required under the Act to participate in the
Scheme Meetings and to receive payments under the Scheme was published on 1
19
February 2019. The deadline to file Proofs of Claim is the Record Date (5:00 pm, 1 March
2019).
7.2 If you are a Scheme Party:
7.2.1 You should lodge a Proof of Claim by completing the relevant form provided at
https://www.hyflux.com/financial-reorganisation-exercise/proof-of-claims/ in
accordance with the instructions therein by the Record Date;
7.2.2 Await adjudication of Proofs of Claim by the Chairman of the Scheme Meetings.
The results will be announced by 15 March 2019;
7.2.3 If you wish to, you may request to inspect the Proofs of Claim filed by other
Scheme Parties by 20 March 2019. To do so, you must send such request in
writing to the Chairman and a written notice of the request to the Company and
the affected Scheme Party/Parties.
7.2.3.1 within 3 days of receiving any such request, the party whose Proof
of Claim is sought to be inspected will inform you if he or she objects
to your request;
7.2.3.2 where the party objects, you can send a written notice within 3 days
of receiving the response to: (i) ask for agreement on appointment
of an Independent Assessor to decide on the issue of whether the
Proof of Claim will be allowed to be inspected; or (ii) apply to Court
for the appointment of an Independent Assessor where no such
agreement is arrived at. In such written notice or application, you
must nominate an Independent Assessor and state the dispute that
the Independent Assessor (if appointed) is to decide on;
7.2.3.3 After the Independent Assessor is appointed, the Chairman must
provide the relevant Proof of Claim to him or her as soon as
practicable. The Independent Assessor must, not later than 7 days
after being provided with the relevant proof of claim: (i) make a
decision on the dispute, and (ii) send a written notice of the decision
along with reasons to the Chairman, the Company, and the parties
involved in the dispute.
7.2.4 If you wish to, you may object to the Chairman’s adjudication of your Proof of
Claim or another Scheme Party’s Proof of Claim at a time no later than 22 March
2019.
7.2.4.1 If there is any such objection, you may: (i) write to the Company, the
Chairman and the Scheme Party whose Proof of Claim will be
affected (if applicable) to ask for agreement on appointment of an
Independent Assessor; or (ii) apply to Court for the appointment an
Independent Assessor by the Court under the Act where no such
agreement is arrived at. In such written notice or application, you
must nominate an Independent Assessor and state the dispute that
the Independent Assessor (if appointed) is to decide on.
7.2.4.2 After the appointment of an Independent Assessor, the Chairman
will provide as soon as practicable the relevant Proof of Claim to the
Independent Assessor.
20
7.2.4.3 After the Independent Assessor has been provided the Proof of
Claim, he must, not later than 7 days after the Chairman provides
him the Proof of Claim: (i) make a decision on the dispute, and (ii)
send a written notice of the decision along with reasons to the
Chairman, the Company, and the parties involved in the dispute.
7.2.5 On the day of the Scheme Meetings, the Chairman will provide each Scheme
Party with a copy of the updated list of Scheme Parties with Accepted Scheme
Claims.
7.3 If a Noteholder, Perpetual Capital Securities Holder or Preference Shareholder does not
file a Proof of Claim, he or she is deemed to have authorised the Company to file a Proof
of Claim on his or her behalf based on the holdings reflected in the records maintained by
the CDP. The Chairman will admit all amounts in respect of the holdings reflected in the
records maintained by the CDP for the purpose of voting at the relevant Scheme Meeting
and any distributions made under the Scheme in accordance with its terms (if sanctioned).
Excluded Claims
7.4 For the purposes of the Scheme, the following Claims are Excluded Claims that will not be
affected by the Scheme:
7.4.1 Professional Advisor Fees, which shall be paid by the Company to the Advisors
7 days before the Settlement Date.
7.4.2 The Claims of the Notes Trustee and the Perpetual Capital Securities Trustee for
their fees and related costs and expenses arising under or in respect of the Notes
Trust Deed and Perpetual Capital Securities Trust Deed, respectively.
7.4.3 Any Claim of Tuaspring Pte Ltd, as a compromise of Tuaspring Pte Ltd’s Claims
is prohibited under the present security arrangement with Maybank.
7.4.4 Any Claim arising under or in respect of the MHI Settlement Agreement, as it was
agreed between the Group and the MHI Group that the rights and obligations
thereunder would not be subject to a scheme of arrangement. In particular, MHI’s
claim of S$230,000,000 under the TuasOne EPC Contract is not included in the
Scheme as it will be separately dealt with under the MHI Settlement Agreement.
7.4.5 Any Claim arising under or in respect of the TuasOne Share Charge as the
security thereunder must be maintained for the lenders under the TuasOne
Facility to consider allowing further drawdowns on the TuasOne Facility.
7.4.6 Any Claim arising under or in respect of the matters set out in Schedule 3 of the
Scheme, which are contingent Liabilities arising from bonds and guarantees that
must be maintained if the Group is to continue its O&M business.
Scheme Effectiveness
7.5 The Scheme shall become effective on the date the Court order sanctioning the Scheme
(after it has been approved by the Scheme Parties) is registered with ACRA.
21
7.6 The continued effectiveness of the Scheme is contingent upon Completion under the
Restructuring Agreement. This is in turn contingent upon the satisfaction and waiver of all
Conditions Precedent, including: (i) the approval by the shareholders of the Company and
SGX-ST for the listing and quotation of the new Shares to be issued by the Company to
the Investor and the Scheme Parties that are to receive equity payouts under the Scheme;
and (ii) the Company obtaining the necessary whitewash waiver from the Securities
Industries Council.
7.7 If the investment contemplated under the Restructuring Agreement does not go through
for any reason whatsoever, the Scheme shall be terminated and the compromise and
arrangements thereunder shall be of no effect and shall be construed as if it had never
become effective.
Scheme Payouts
7.8 All cash payouts calculated pursuant to the formulae set out in the Scheme are to be
rounded down to the nearest cent.
7.9 All equity payouts calculated pursuant to the formulae set out in the Scheme are to be
rounded down to the nearest Shares.
7.10 All cash payouts and equity payouts shall be made to a securities account held with CDP.
If a Scheme Party does not have such an account, he or she must provide know-your-
client documents and such other information required to effect cash and equity payouts to
the satisfaction of the Escrow Agent (if the payout is to be made from the Escrow Account)
or the Scheme Manager (in any other case).
7.11 In the case that: (i) a particular equity payout to be made is less than 100 Shares; or (ii)
the Scheme Party cannot receive equity payouts as a result of the prohibitions and
restrictions of the jurisdiction he or she is in, the Scheme Manager and/or the Company
can sell the Shares to be distributed in the market at the prevailing market price and
distribute the proceeds from such sale to the relevant Scheme Party within 28 days from
the date the equity payout was supposed to be due.
7.12 Overview: A table summarising the payouts and returns under the Scheme is set out under
Appendix G of this Explanatory Statement.
7.13 Unsecured Scheme Party Payout: If you are an Unsecured Scheme Party, you shall be
entitled to the following cash and equity distributions in consideration of the full and final
settlement and discharge of all Liabilities arising under or in respect of your Unsecured
Claim(s).
7.13.1 On the Settlement Date, all Accepted Unsecured Claims that are not Contingent
Claims shall receive a pro rata distribution of S$232,000,000 and Shares
constituting 27% of the enlarged issued share capital of the Company in the form
of the Initial Unsecured Claim Cash Payout and the Initial Unsecured Claim
Equity Payout, respectively.
7.13.2 The Initial Unsecured Claim Cash Payout and Initial Unsecured Claim Equity
Payout for all Accepted Contingent Claims shall be set aside in the Escrow
Account.
7.13.3 Upon the Crystallisation of a Contingent Claim, the Accepted Unsecured Scheme
Party shall receive the respective Initial Unsecured Claim Cash Payout and Initial
22
Unsecured Claim Equity Payout from the Escrow Account within 21 days from
the date the Contingent Claim is regarded as a Crystallised Contingent Claim
under the terms of the Scheme.
7.13.4 1 year after the Restructuring Effective Date, the Scheme Manager shall take an
account of all Extinguished Contingent Claims and thereafter, within 28 days
from the date falling 1 year after the Restructuring Effective Date, distribute the
Initial Unsecured Claim Cash Payouts and Initial Unsecured Claim Equity
Payouts initially allocated to the Extinguished Contingent Claims on the
Settlement Date in the following manner:
7.13.4.1 80% of the sum of the Initial Unsecured Claim Cash Payouts initially
allocated to the Extinguished Contingent Claims shall be distributed
in respect of all Accepted Unsecured Claims that are not Contingent
Claims and all Accepted Crystallised Contingent Claims in the form
of the Second Unsecured Claim Cash Payout.
7.13.4.2 20% of the sum of the Initial Unsecured Claim Cash Payouts initially
allocated to the Extinguished Contingent Claims shall be distributed
to the Company in the form of the First Contingent Claim
Management Payout. The Board shall exercise its discretion in
distributing the First Contingent Claim Management Payout, and will
consider, among other things, the relevant persons responsible for
the Accepted Contingent Claims that were Extinguished.
7.13.4.3 The entire Initial Unsecured Claim Equity Payouts initially allocated
to the Extinguished Contingent Claims shall be distributed in
respect of all Accepted Unsecured Claims that are not Contingent
Claims and all Accepted Crystallised Contingent Claims in the form
of the Second Unsecured Claim Equity Payout.
7.13.5 2 years after the Restructuring Effective Date, the Scheme Manager shall take
an account of all Contingent Claims that Extinguished after the first year as well
as all Expired Contingent Claims. Thereafter, within 52 days from the date falling
2 years after the Restructuring Effective Date, distribute the Initial Unsecured
Claim Cash Payouts and Initial Unsecured Claim Equity Payouts initially
allocated to Contingent Claims that are Extinguished after the first year and
Expired Contingent Claims on the Settlement Date in the following manner:
7.13.5.1 80% of the sum of the Initial Unsecured Claim Cash Payouts initially
allocated to Contingent Claims that are Extinguished after the first
year and the entire Initial Unsecured Claim Cash Payouts initially
allocated to the Expired Contingent Claims shall be distributed in
respect of all Accepted Unsecured Claims that are not Contingent
Claims and all Accepted Crystallised Contingent Claims in the form
of the Final Unsecured Claim Cash Payout.
7.13.5.2 20% of the sum of the Initial Unsecured Claim Cash Payouts initially
allocated to the Contingent Claims that are Extinguished after the
first year shall be distributed to the Company in the form of the
Second Contingent Claim Management Payout. The Board shall
exercise its discretion in distributing the Second Contingent Claim
Management Payout, and will consider, among other things, the
23
relevant persons responsible for the Accepted Contingent Claims
that were Extinguished.
7.13.5.3 The entire Initial Unsecured Claim Equity Payouts initially allocated
to the Contingent Claims that are Extinguished after the first year
and the Expired Contingent Claims shall be distributed in respect of
all Accepted Unsecured Claims that are not Contingent Claims and
all Accepted Crystallised Contingent Claims in the form of the Final
Unsecured Claim Equity Payout.
7.13.5.4 The concept is to empty the Escrow Account by redistributing all
remaining funds (less the Second Contingent Claim Management
Payout) to all other Unsecured Scheme Claims that are not
Extinguished or Expired Contingent Claims.
7.13.5.5 In the event that there are nonetheless undistributed or uncollected
cash payouts or equity payouts on the date falling three months
before the expiry of the Holding Period, the Scheme Manager may
apply to Courty for leave to further distributed the remaining
amounts on a pro rata basis to all Unsecured Scheme Parties that
have previously received a distribution in respect of their Accepted
Unsecured Claims.
7.14 Debt Securities Scheme Parties:
7.14.1 The S$27 million Debt Securities Claims Cash Consideration shall be split as
between the Perpetual Capital Securities Claims and the Preference Shares
Claims in a manner proportionate to their respective aggregate principal amount
(ie, in the ratio of 5:4 as between the Perpetual Capital Securities Claims (S$500
million) and the Preference Shares Claims (S$400 million).
7.14.2 Similarly, the Debt Securities Claims Equity Consideration, being 9% of the
enlarged issued share capital of the Company, shall be split as between the
Perpetual Capital Securities Claims and the Preference Shares Claims in a
manner proportionate to their respective aggregate principal amount (ie, in the
ratio of 5:4 as between the Perpetual Capital Securities Claims (S$500 million)
and the Preference Shares Claims (S$400 million).
7.14.3 On the Settlement Date, the following distributions shall be made:
7.14.3.1 The Perpetual Capital Securities Claims Consideration, being S$15
million, and the Perpetual Capital Securities Claims Equity
Consideration, being 5% of the Shares in enlarged issued share
capital of the Company, shall be distributed between Perpetual
Capital Securities Holders on a pro rata per unit basis.
7.14.3.2 The Preference Shares Claims Consideration, being S$12 million,
and the Preference Shares Claims Equity Consideration, being 4%
of the Shares in enlarged issued share capital of the Company, shall
be distributed between Preference Shareholders on a pro rata per
share basis.
7.14.4 The Board will also separately execute a side letter undertaking to distribute:
24
7.14.4.1 all ordinary shares presently held by the Board, which will represent
1.38% of the enlarged issued share capital of the Company, to the
Perpetual Capital Securities Holders and the Preference
Shareholders on a pro rata basis; and
7.14.4.2 all distributions they receive under the Scheme in respect of their
own holdings of Perpetual Capital Securities and Preference
Shaers, to the Perpetual Capital Securities Holders and the
Preference Shareholders on a pro rata basis.
7.15 Subordinated Scheme Parties shall each receive a nominal S$1 cash distribution on the
Settlement Date.
Crystallisation and Extinguishment of Contingent Claims
7.16 A Data Room shall be established to facilitate information sharing for the purposes of the
Crystallisation and Extinguishment process for Accepted Contingent Claims.
7.17 Crystallised Contingent Claims: Whenever an Unsecured Scheme Party who holds an
Accepted Contingent Claim is of the view that his or her Contingent Claim has become a
legally valid and binding debt of a definite amount then actually due from the Company, he
or she can issue a Contingent Claim Crystallisation Notice to state the reasons for his or
her view:
7.17.1 The Scheme Manager shall upload a Contingent Claim Crystallisation Notice
onto the Data Room that can be accessed by all Unsecured Scheme Parties
within 3 days of receiving a Contingent Claim Crystallisation Notice.
7.17.2 All Unsecured Scheme Parties then have 17 days from the date of the Contingent
Claim Crystallisation Notice to object to the same by filing a Contingent Claim
Crystallisation Challenge with the Scheme Manager. The Scheme Manager shall
also upload any Contingent Claim Crystallisation Challenge received within 3
days of such receipt.
7.17.3 The Scheme Manager shall consider the Contingent Claim Crystallisation Notice
and the Contingent Claim Crystallisation Challenge(s) submitted, If the Scheme
Manager takes the view that the Contingent Claim has become a legally valid
and binding debt of a definite amount then actually due from the Company, he or
she shall issue a Contingent Claim Crystallisation Determination within 21 days
of receiving the Contingent Claim Crystallisation Challenge stating such
determination. The Scheme Manager shall upload his or her Contingent Claim
Crystallisation Determination onto the Data Room within 3 days of its issuance.
7.17.4 The issuance of such a Contingent Claim Crystallisation Determination shall
cause a Contingent Claim to be Crystallised under the terms of the Scheme.
7.17.5 Alternatively, a Contingent Claim may also become Crystallised if a Contingent
Claim Crystallisation Notice is issued but no Contingent Claim Crystallisation
Challenge is submitted within 17 days from such Contingent Claim Crystallisation
Notice and no Contingent Claim Crystallisation Determination is issued within 38
days from such Contingent Claim Crystallisation Notice.
7.18 Extinguished Contingent Claims: The Scheme Manager may, upon consultation with
the Company, issue a Contingent Claim Extinguishment Notice to an Unsecured Scheme
25
Party who holds an Accepted Contingent Claim stating that the Scheme Manager has
determined his or her Accepted Contingent Claim has been extinguished, waive or
compromised or is, for any other reason, no longer a Liability:
7.19 The Scheme Manager shall upload the Contingent Claim Extinguishment Notice
onto the Data Room within 3 days of its issuance.
7.20 The Unsecured Scheme Party that is affected may object to the Contingent Claim
Extinguishment Notice by issuing a Contingent Claim Extinguishment Challenge
within 14 days from his or her receipt of the Contingent Claim Extinguishment
Notice. The Scheme Manager shall upload any Contingent Claim
Extinguishment Challenge received within 3 days of such receipt.
7.21 The Scheme Manager shall consider the Contingent Claim Extinguishment
Challenge and issue a Contingent Claim Extinguishment Determination within
21 days of the Contingent Claim Extinguishment Challenge stating whether or
not the Contingent Claim in question has been extinguished, waive or
compromised or is, for any other reason, no longer a Liability. The Scheme
Manager shall upload his or her Contingent Claim Extinguishment Determination
onto the Data Room within 3 days of its issuance.
7.22 The issuance of a Contingent Claim Extinguishment Determination stating that
the Contingent Claim in question has been extinguished, waive or compromised
or is, for any other reason, no longer a Liability shall cause a Contingent Claim
to be Extinguished under the terms of the Scheme.
7.23 Alternatively, a Contingent Claim may also become Extinguished if a Contingent
Claim Extinguishment Notice is issued but no Contingent Claim Extinguishment
Challenge is submitted within 14 days from such Contingent Claim
Extinguishment Notice.
7.24 Expired Contingent Claims: Expired Contingent Claims are any Contingent Claims that:
(i) have not become Crystallised within 45 days from the Contingent Claim Expiry Date (ie,
2 years after the Restructuring Effective Date); and (ii) have not become Extinguished
within 42 days from the Contingent Claim Expiry Date.
Discharge and Extinguishment of Scheme Claims
7.25 On the Scheme Effective Date, each Scheme Party shall give the undertakings, releases
and waivers as set out in Clause 5 of the proposed Scheme.
7.26 For the avoidance of doubt, the undertakings, releases and waivers set out in Clause 5 do
not apply to Excluded Claims.
Remuneration of Scheme Manager
7.27 The Scheme Manager shall be remunerated according to what is fair, reasonable and
adequate given the Scheme Manager’s roles and responsibilities set out in the scheme
and prevailing market conditions. Based on the structure of the scheme, it is envisaged
that the work to be done can broadly be divided into work that is: (i) complex and requires
considerable expertise or judgment; and (ii) time-intensive but generally less complex.
7.28 The first category (work involving considerable “value contribution”), includes the
adjudication of proofs, conduct of the scheme meetings, attending to queries from Scheme
26
Parties, re-basing and calculation of distributions under the Scheme (other than the initial
distribution that is to be made 28 days after the Completion Date in the Restructuring
Agreement), dealing with surplus amounts, addressing challenges to the Scheme
Manager’s decisions and the assessment of liabilities that crystallise and liabilities that are
extinguished save in obvious situations. All disputes, court proceedings and matters
involving an independent assessor as provided for under the Proof Regulations will be part
of this category.
7.29 This category of work will be remunerated on a time–incurred basis using standard hourly
rates and handled by a team staffed at appropriate levels of seniority.
7.30 The second category of work involves more time spent especially in light of the varied
nature of the obligations being schemed and the large number of Scheme Parties. This
category includes administrative tasks, co-ordination of logistics and reconciling of
documents and verification of data. This category also includes other tasks which do
require more judgment to be exercised in addition to considerable man-hours such as the
preparing of the various lists of creditors and the corresponding amounts that have been
claimed, admitted and/or rejected, the review of supporting documents from Scheme
Parties against the company’s records and following up on further documents and
information required, computation and work associated with the initial distribution 28 days
after the completion date in the Restructuring Agreement, assessment of Accepted
Contingent Claims that expire at the end of the Scheme period, assessment of Accepted
Contingent Claims that have Extinguished during the Scheme period, assessment of
Accepted Contingent Claims that have Crystallised during the Scheme period, computing
the various cash and equity payouts under the Scheme, and the facilitating of requests for
inspection of Proofs of Claim.
7.31 This category of work will similarly be remunerated on a time–incurred basis using
standard hourly rates and handled by a team staffed at appropriate levels of seniority but
a discount will be applied on the total fees incurred.
8. Interests of Directors, the Notes Trustee and the Perpetual Capital Securities Trustee.
8.1 The table below sets out the interests of the Directors of the Company as at 21 January
2018.
Name of Directors Number of
ordinary
shares
Number of Perpetual Capital
Securities
Number of Preference
Shares
Christopher
Murugasu
1,095,468 400,000 1,000
Gary Kee - 500,000 -
Gay Chee Cheong 3,000,000 500,000 -
Lau Wing Tat - 50,000 -
Lee Joo Hai - - -
Olivia Lum 267,351,211 1,000,000 8,020
Simon Tay - 500,000 -
Teo Kiang Kok 375,000 200,000 3,000
8.2 The Company is not aware of any relevant interests of the Notes Trustee and the Perpetual
Capital Securities Trustee.
27
9. Risk Factors
9.1 In considering whether to vote in favour of the Scheme, each Scheme Party should
carefully consider all of the information contained in this Explanatory Statement and in
particular the risk factor described below. There may be other risks other than that
highlighted below, and Scheme Parties should also consider all other risks relevant in the
circumstances.
9.2 Risk of Scheme not being sanctioned by the Singapore Court: Even if the required
majority of votes is secured from Scheme Parties in support of the Scheme (which cannot
be assured) at the Scheme Meetings, the Scheme is still subject to the approval of the
Court.
9.3 Risk of Scheme not being approved by shareholders: Even if the Scheme is
sanctioned by the Court, its effectiveness is nonetheless contingent on: (i) the approval by
the shareholders of the Company and SGX-ST for the listing and quotation of the new
Shares to be issued by the Company to the Investor and the Scheme Parties that are to
receive equity payouts under the Scheme; and (ii) the Company obtaining the necessary
whitewash waiver from the Securities Industries Council (see above at paragraph 7.6).
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DEFINITIONS AND INTERPRETATION
In this Explanatory Statement, unless inconsistent with the subject or context, the following
expressions shall have the following meanings:
“211B Proceedings” means the applications for a moratorium under Section 211B(1) of the
Act filed by each of the Company, HE, Hyflux Innovation Centre Pte Ltd, HMM and
Hydrochem, vide HC/OS 633/2018, HC/OS 634/2018, HC/OS 635/2018, HC/OS 636/2018
and HC/OS 638/2018, respectively, and all associated proceedings therein.
“Accepted” means, in relation to a Scheme Claim, the acceptance by the Chairman of such
Claim (or part thereof) for the purposes of determining entitlement to attend and vote at the
Scheme Meetings without dispute or, where applicable, the acceptance or determination by
the Independent Assessor of such Claim (or part thereof) for such purpose in accordance with
the Proof Regulations.
“Account Holder” means a Depositor (which excludes a sub-account holder) who has Notes,
Perpetual Capital Securities, or Preference Shares entered against his or her name in the
Depository Register (as defined in Section 81SF of the SFA) of CDP.
“ACRA” means the Accounting and Corporate Regulatory Authority of Singapore.
“Act” means the Companies Act, Chapter 50 of Singapore.
“Advisor” means any of the professional advisors advising the Group, the Contingent
Claimants, the Facilities Lenders, KfW, the Other Claimants, the Noteholders, the Notes
Trustee, the Perpetual Capital Securities Holders, the Perpetual Capital Securities Trustee
and/or the Preference Shareholders in connection with the Restructuring. For the avoidance
of doubt, Advisors include but are not limited to:
(a) in relation to the Informal Steering Committee (Notes), FTI Consulting (Singapore) Pte
Ltd, Akin Gump Strauss Hauer & Feld, Akin Gump Strauss Hauer & Feld LLP and
BlackOak LLC;
(b) in relation to the Informal Steering Committee (P&P), Pricewaterhouse Coopers
Advisory Services Pte Ltd and Drew & Napier LLC;
(c) in relation to the Unsecured Working Group, Borrelli Walsh Limited, Hogan Lovells Lee
& Lee and Tan Kok Quan Partnership; and
(d) in relation to the Group, Ernst & Young Solutions LLP, Ernst & Young Corporate
Finance Pte Ltd and WongPartnership LLP.
“Affiliates” means, in relation to any person, its current and former direct and indirect
Subsidiaries, subsidiary undertakings, parent companies, holding companies, partners,
equity holders, members and managing members, affiliated partnerships and any of their
respective Affiliates.
“Base Currency Conversion Rate” means the conversion rate of any foreign currency
denomination to dollars (S$) as published in The Business Times on 1 March 2019.
“Board” means the board of directors of the Company.
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“Book Entry Interest” means:
(a) in relation to the Notes, a beneficial interest as principal in a Global Note Certificate;
(b) in relation to the Perpetual Capital Securities, a beneficial interest as principal in the
Global Certificate (as defined in the Perpetual Capital Securities Trust Deed); and
(c) in relation to the Preference Shares, a beneficial interest as principal in the Global
Share Certificates,
in each case held by an Account Holder.
“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which
commercial banks are open for business in Singapore.
“CDP” means The Central Depository (Pte) Limited.
“Chairman” means the chairman of the Scheme Meetings appointed pursuant to Section
211F(5) of the Act.
“Claim” means any Liability of the Company, together with any of the following matters
relating to or arising in respect of such Liability:
(a) any refinancing, novation, deferral or extension;
(b) any claim for breach of guarantee, representation, warranty and/or undertaking or an
event of default or under any indemnity given under or in connection with any document
or agreement evidencing or constituting any other Liability falling within this definition;
(c) any claim for damages or restitution;
and any amounts which would be included in any of the above but for any discharge, non-
provability, unenforceability or non-allowance of those amounts in any insolvency or other
proceedings.
“Company” means Hyflux Ltd, a company incorporated in Singapore with registration number
200002722Z, whose registered office is located at 80 Bendemeer Road, Hyflux Innovation
Centre, Singapore 339949.
“Conditions Precedent” means the Conditions as defined in the Restructuring Agreement
and the Conditions Precedent as defined in the Loan Agreement.
“Constitutional Documents” means the Memorandum and Articles of Association and any
other constituent documents of the Company.
“Contingent Claim” means any Claim is not an Excluded Claim, which, at the time of the
determination of any matter under or in connection with the Scheme, is a contingent Liability
of the Company which may or may not arise in the future, but in respect of which, as at such
time, is not then a legally valid and binding debt of a definite amount then actually due from
the Company. A Contingent Claim shall include any Claim arising under or in respect of the
matters set out in Schedule 2 as supplemented, amended and restated from time to time.
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“Contingent Claim Crystallisation Challenge” means a written response to a Contingent
Claim Crystallisation Notice to be issued by any Unsecured Scheme Party (excluding any
Unsecured Scheme Party who as at the date of that Contingent Claim Crystallisation Notice
only has a Contingent Claim which has been Extinguished) to the Scheme Manager within
seventeen (17) days of the date of the Contingent Claim Crystallisation Notice setting out the
following information:
(a) proof that his or her Unsecured Claim was Accepted; and
(b) objection(s) to the contents of the subject Contingent Claim Crystallisation Notice, in
particular, the reasons as to why the respective Contingent Claim should not be
regarded as a legally valid and binding debt of a definite amount then actually due from
the Company; and
(c) any evidence or documents in support of (b) above.
The Scheme Manager shall upload each Contingent Claim Crystallisation Challenge into the
Data Room within three (3) days of his or her receipt of such Contingent Claim Crystallisation
Challenge. For the avoidance of doubt, each Unsecured Scheme Party can only submit one
(1) Contingent Claim Crystallisation Challenge in response to a Contingent Claim
Crystallisation Notice.
“Contingent Claim Crystallisation Determination” means a written determination to be
issued by the Scheme Manager to a Contingent Claimant within thirty eight (38) days of
receiving a Contingent Claim Crystallisation Notice from that Contingent Claimant stating that
the Accepted Contingent Claim referred to in the Contingent Claim Crystallisation Notice has
been determined by the Scheme Manager to have become a legally valid and binding debt of
a definite amount then actually due from the Company. In arriving at his or her determination,
the Scheme Manager shall review the contents of the Contingent Claim Crystallisation Notice
as well as any Contingent Claim Crystallisation Challenge(s) submitted.
The Scheme Manager shall upload each Contingent Claim Crystallisation Determination into
the Data Room within three (3) days of his or her issuance of such Contingent Claim
Crystallisation Determination.
“Contingent Claim Crystallisation Notice” means a written notice to be issued by a
Contingent Claimant to the Scheme Manager by no later than seven (7) days after the
Contingent Claim Expiry Date setting out the following information:
(a) proof that his or her Contingent Claim was Accepted;
(b) the basis for the Accepted Contingent Claim becoming a legally valid and binding debt
of a definite amount then actually due from the Company on a date no later than the
Contingent Claim Expiry Date; and
(c) any evidence or documents in support of (b) above.
The Scheme Manager shall upload each Contingent Claim Crystallisation Notice into the Data
Room within three (3) days of his or her receipt of such Contingent Claim Crystallisation
Notice.
“Contingent Claim Expiry Date” means the date falling two (2) years after the Restructuring
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Effective Date.
“Contingent Claim Extinguishment Challenge” means a written notice to be issued by the
subject Contingent Claimant to the Scheme Manager within fourteen (14) days from the
Contingent Claimant’s receipt of a Contingent Claim Extinguishment Notice indicating the
Contingent Claimant’s objection to the Scheme Manager’s determination under the
Contingent Claim Extinguishment Notice and setting out the reasons for such objection
(including any supporting evidence or documents).
The Scheme Manager shall upload each Contingent Claim Extinguishment Challenge into the
Data Room within three (3) days of his or her receipt of such Contingent Claim Extinguishment
Challenge.
“Contingent Claim Extinguishment Determination” means a written determination to be
issued by the Scheme Manager to a Contingent Claimant within twenty one (21) days of
receiving a Contingent Claim Extinguishment Challenge from that Contingent Claimant stating
whether the objections raised therein have been accepted by the Scheme Manager or
whether the Scheme Manager has nonetheless determined that the subject Accepted
Contingent Claim is no longer a Liability.
The Scheme Manager shall upload each Contingent Claim Extinguishment Determination into
the Data Room within three (3) days of his or her issuance of such Contingent Claim
Extinguishment Determination.
“Contingent Claim Extinguishment Notice” means a written notice to be issued by the
Scheme Manager to a Contingent Claimant by no later than seven (7) days after the
Contingent Claim Expiry Date notifying the Contingent Claimant that his or her respective
Accepted Contingent Claim has been, as determined by the Scheme Manager, extinguished,
waived or compromised or is, for any other reason, no longer a Liability on a date no later
than the Contingent Claim Expiry Date.
The Scheme Manager shall upload each Contingent Claim Extinguishment Notice into the
Data Room within three (3) days of his or her issuance of such Contingent Claim
Extinguishment Notice.
“Contingent Claimant” means any person that holds a Contingent Claim.
“Court” means the High Court of Singapore.
“CPFIS” means the investment scheme introduced pursuant to Central Provident Fund
(Investment Schemes) Regulations, Cap. 36, Rg 9 of Singapore.
“Crystallised” means, in respect of an Accepted Contingent Claim:
(a) the issuance of a Contingent Claim Crystallisation Determination under which the
subject Accepted Contingent Claim is determined by the Scheme Manager to be a
legally valid and binding debt of a definite amount then actually due from the Company;
or
(b) the issuance of a Contingent Claim Crystallisation Notice to which: (i) no Contingent
Claim Crystallisation Challenge is issued in response within seventeen (17) days of
such Contingent Claim Crystallisation Notice; and (ii) no Contingent Claim
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Crystallisation Determination is issued within thirty eight (38) days of such Contingent
Claim Crystallisation Notice.
“Data Room” means the virtual data room to be established by the Scheme Manager within
twenty eight (28) days from the Restructuring Effective Date through a service provider of the
Scheme Manager’s choice. Within fourteen (14) days from the Scheme Effective Date, each
Unsecured Scheme Party shall notify the Scheme Manager of the relevant information
(including electronic mail address) of two individuals whom the Scheme Manager shall grant
access rights to the Data Room. These individuals will receive automated notifications each
time the Scheme Manager uploads a document into the Data Room.
“Debt Securities Claims” means the Perpetual Capital Securities Holders Claims and the
Preference Shareholders Claims.
“Debt Securities Claims Cash Consideration” means cash of an amount equal to
S$27,000,000.
“Debt Securities Claims Equity Consideration” means Shares constituting 9.00% of the
issued and paid up capital in the Company after the New Shares (as defined in the
Restructuring Agreement) have been allotted and issued under the Restructuring Agreement.
“Debt Securities Scheme Parties” means the Perpetual Capital Securities Holders and the
Preference Shareholders.
“Depositor” means “depositor” under section 81SF of the SFA.
“Depository Agent” means “depository agent” under section 81SF of the SFA.
“Escrow Account” means the escrow account maintained with the Escrow Agent in
accordance with the terms of the Scheme.
“Escrow Agent” means an agent to be appointed by the Scheme Manager for the purposes
of managing the Escrow Account in accordance with the terms of the Scheme.
“Escrow Agreement” means the escrow agreement in a form to be agreed with the Advisors
of the Unsecured Working Group and the Informal Steering Committee (Notes) to be entered
into by and between the Company and the Escrow Agent in relation to the Escrow Account to
be managed in accordance with the terms of the Scheme.
“Excluded Claim” means:
(a) any Scheme Claim (as defined in each of the Hydrochem Scheme, the HMM Scheme
and/or the HE Scheme);
(b) any Claim in respect of Professional Advisor Fees;
(c) any Claim of the Notes Trustee for its fees and related costs and expenses arising
under or in respect of the Notes Trust Deed;
(d) any Claim of the Perpetual Capital Securities Trustee for its fees and related costs and
expenses arising under or in respect of the Perpetual Capital Securities Trust Deed;
A-6
(e) any Claim of Tuaspring Pte Ltd;
(f) any Claim arising under or in respect of the MHI Settlement Agreement;
(g) any Claim arising under or in respect of the TuasOne Share Charge; or
(h) any Claim arising under or in respect of the matters set out in Schedule 3 of the Scheme
as supplemented, amended and restated from time to time.
“Expired Contingent Claim” means any Contingent Claim which:
(a) is not an Extinguished Contingent Claim within 28 days from the Contingent Claim
Expiry Date; and
(b) is not a Crystallised Contingent Claim within 45 days from the Contingent Claim Expiry
Date.
“Explanatory Statement” means this explanatory statement issued by the Company and
dated 22 February 2019 relating to the Scheme.
“Extinguished” means, in respect of an Accepted Contingent Claim:
(a) the issuance of a Contingent Claim Extinguishment Notice to which no Contingent
Claim Extinguishment Challenge is received within fourteen (14) days; or
(b) the issuance of a Contingent Claim Extinguishment Determination under which the
subject Accepted Contingent Claim is determined by the Scheme Manager to be no
longer a Liability.
“Facilities” means the loan agreements, credit agreements, facility letters and all other credit
facility documents made between the Company and any bank or financial institution or
executed by the Company in favour of any bank or financial institution as set out in Schedule 1
of the Scheme.
“Facilities Lender” means each of the lenders under the respective Facilities.
“Facilities Claim” means any Claim of the Facilities Lenders that is not an Excluded Claim
arising under or in respect of the Facilities.
“Final Distribution Date” means the date on which all Scheme Consideration shall have
been issued and/or distributed (as applicable) to the Scheme Parties.
“Final Unsecured Claim Cash Payout” means in respect of each Accepted Unsecured Claim
that is not an Extinguished Contingent Claim or an Expired Contingent Claim after the
Contingent Claim Expiry Date, a cash payout to be calculated in the following manner:
𝐹𝑈𝐶𝐶𝑃 = (𝑝
𝑞 − 𝑥 − 𝑦× ( 𝑈𝐶𝐶𝐶 − ∑ 𝐹𝐶𝐶𝑀𝑃 − ∑ 𝑆𝐶𝐶𝑀𝑃)) − 𝐼𝑈𝐶𝐶𝑃 − 𝑆𝑈𝐶𝐶𝑃
where:
p is the value of the subject Accepted Unsecured Claim that is not an Extinguished Contingent
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Claim or an Expired Contingent Claim after the Contingent Claim Expiry Date;
q is the total value of all Accepted Unsecured Claims;
x is the total value of all Accepted Contingent Claims that have been Extinguished within the
Contingent Claim Expiry Date;
y is the total value of all Accepted Contingent Claims that become Expired Contingent Claims
after the Contingent Claim Expiry Date;
UCCC is the Unsecured Claims Cash Consideration;
∑ 𝑭𝑪𝑪𝑴𝑷 is the sum of all First Contingent Claim Management Payouts;
∑ 𝑺𝑪𝑪𝑴𝑷 is the sum of all Second Contingent Claim Management Payouts;
IUCCP is the Initial Unsecured Claim Cash Payout for the subject Accepted Unsecured Claim,
to be rounded down to the nearest cent;
SUCCP is the Second Unsecured Claim Cash Payout for the subject Accepted Unsecured
Claim, to be rounded down to the nearest cent; and
FUCCP is the Final Unsecured Claim Cash Payout for the subject Accepted Unsecured
Claim, to be rounded down to the nearest cent.
“Final Unsecured Claim Equity Payout” means in respect of each Accepted Unsecured
Claim that is not an Extinguished Contingent Claim or an Expired Contingent Claim after the
Contingent Claim Expiry Date, an allotment and issuance of Shares to be calculated in the
following manner:
𝐹𝑈𝐶𝐸𝑃 = (𝑝
𝑞 − 𝑥 − 𝑦 × 𝑈𝐶𝐸𝐶) − 𝐼𝑈𝐶𝐸𝑃 − 𝑆𝑈𝐶𝐸𝑃
where:
p is the value of the subject Accepted Unsecured Claim that is not an Extinguished Contingent
Claim or an Expired Contingent Claim after the Contingent Claim Expiry Date;
q is the total value of all Accepted Unsecured Claims;
x is the total value of all Accepted Contingent Claims that have been Extinguished within the
Contingent Claim Expiry Date;
y is the total value of all Accepted Contingent Claims that become Expired Contingent Claims
after the Contingent Claim Expiry Date;
UCEC is the Unsecured Claims Equity Consideration;
IUCEP is the Initial Unsecured Claim Equity Payout for the subject Accepted Unsecured
Claim, to be rounded down to the nearest whole number;
SUCEP is the Second Unsecured Claim Equity Payout for the subject Accepted Unsecured
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Claim, to be rounded down to the nearest whole number; and
FUCEP is the Final Unsecured Claim Equity Payout for the subject Accepted Unsecured
Claim, to be rounded down to the nearest whole number.
“First Contingent Claim Management Payout” means in respect of each Accepted
Contingent Claim that is Extinguished within the date falling one (1) year after the
Restructuring Effective Date, a cash payout to be calculated in the following manner:
𝐹𝐶𝐶𝑀𝑃 = 20% ×𝑟
𝑞 × 𝑈𝐶𝐶𝐶
where:
r is the value of the subject Accepted Contingent Claim that is Extinguished within the date
falling one (1) year after the Restructuring Effective Date;
q is the total value of all Accepted Unsecured Claims;
UCCC is the Unsecured Claims Cash Consideration; and
FCCMP is the First Contingent Claim Management Payout for the subject Accepted
Contingent Claim, to be rounded down to the nearest cent.
“Global Note Certificate” means a global certificate or global note in registered form
representing the entire issue of the Series 008 Notes, the Series 009 Notes or the Series 010
Notes, as applicable.
“Global Share Certificates” means global share certificates in registered form representing
the entire issue of the Preference Shares.
“Group” means the Company and its Subsidiaries.
“HE” means Hyflux Engineering Pte Ltd, a wholly-owned subsidiary of the Company
incorporated in Singapore with registration number 200009792D whose registered office is
located at 80 Bendemeer Road, Hyflux Innovation Centre, Singapore 339949.
“HE Scheme” means the scheme of arrangement proposed by HE under Section 210 of the
Act in its present form or with or subject to any modifications, additions or conditions approved
or imposed by the Court or approved in accordance with its terms.
“HMM” means Hyflux Membrane Manufacturing (S) Pte Ltd, a wholly-owned subsidiary of the
Company incorporated in Singapore with registration number 200702494M whose registered
office is located at 80 Bendemeer Road, Hyflux Innovation Centre, Singapore 339949.
“HMM Scheme” means the scheme of arrangement proposed by HMM under Section 210 of
the Act in its present form or with or subject to any modifications, additions or conditions
approved or imposed by the Court or approved in accordance with its terms.
“Holding Period” means the period commencing on and from the Restructuring Effective
Date and ending on the date falling six (6) months after the Final Distribution Date.
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“HS Claim” means any Claim(s) of HyfluxShop Holdings Ltd or a Subsidiary of HyfluxShop
Holdings Ltd that is not an Excluded Claim.
“HS Claimant” means any person that holds a HS Claim.
“Hydrochem” means Hydrochem (S) Pte Ltd, a wholly-owned subsidiary of the Company
incorporated in Singapore with registration number 198902670Z, whose registered office is
located at 80 Bendemeer Road, Hyflux Innovation Centre, Singapore 339949.
“Hydrochem Scheme” means the scheme of arrangement proposed by Hydrochem under
Section 210 of the Act in its present form or with or subject to any modifications, additions or
conditions approved or imposed by the Court or approved in accordance with its terms.
“Independent Assessor” means an independent assessor appointed in accordance with the
Proof Regulations.
“Informal Steering Committee (Notes)” means the informal steering committee for
Noteholders established by SIAS in connection with the Restructuring that is represented by
FTI Consulting (Singapore) Pte Ltd, Akin Gump Strauss Hauer & Feld, Akin Gump Strauss
Hauer & Feld LLP and BlackOak LLC.
“Informal Steering Committee (P&P)” means the informal steering committee for Perpetual
Capital Securities Holders and Preference Shareholders established by SIAS in connection
with the Restructuring that is represented by PricewaterhouseCoopers Advisory Services Pte
Ltd and Drew & Napier LLC.
“Initial Unsecured Claim Cash Payout” means in respect of each Accepted Unsecured
Claim, a cash payout to be calculated in the following manner:
𝐼𝑈𝐶𝐶𝑃 =𝑝
𝑞 × 𝑈𝐶𝐶𝐶
where:
p is the value of the subject Accepted Unsecured Claim;
q is the total value of all Accepted Unsecured Claims;
UCCC is the Unsecured Claims Cash Consideration; and
IUCCP is the Initial Unsecured Claim Cash Payout for the subject Accepted Unsecured Claim,
to be rounded down to the nearest cent.
“Initial Unsecured Claim Equity Payout” means in respect of each Accepted Unsecured
Claim, an allotment and issuance of Shares to be calculated in the following manner:
𝐼𝑈𝐶𝐸𝑃 =𝑝
𝑞 × 𝑈𝐶𝐸𝐶
where:
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p is the value of the subject Accepted Unsecured Claim;
q is the total value of all Accepted Unsecured Claims;
UCEC is the Unsecured Claims Equity Consideration; and
IUCEP is the Initial Unsecured Claim Equity Payout for the subject Accepted Unsecured
Claim, to be rounded down to the nearest whole number.
“Intercompany Claim” means any Claim of a Subsidiary of the Company that is: (i) not an
Excluded Claim; and (ii) not a Claim arising under or in respect of the TuasOne EPC Contract
Parent Company Guarantee.
“Intercompany Claimant” means any person that holds an Intercompany Claim.
“Investor” means SM Investments Pte Ltd.
“KfW” means KfW IPEX-Bank GmbH.
“KfW Facility” means the facility agreement dated 29 May 2013 entered into between:
(i) Hydrochem, as borrower; (ii) the Company, as guarantor; and (iii) KfW, as lender.
“KfW Claim” means any Claim of KfW that is not an Excluded Claim arising under or in
respect of the KfW Facility.
“Khurais Project” means the seawater reverse osmosis and sulphate removal facilities
package awarded to Hydrochem Saudi Ltd by Snamprogetti Saudi Arabia Co Ltd.
“Liability” or “Liabilities” means any debt, liability or obligation whether it is fixed or
undetermined, whether incurred solely or jointly or as principal or surety or in any other
capacity, whether or not it involves the payment of money or performance of an act or
obligation and whether it arises at common law, in equity or by statute, in Singapore or any
other jurisdiction, or in any manner whatsoever. For the avoidance of doubt, Liability includes
any debt, liability or obligation that is present, future, prospective, actual or contingent.
“Loan Agreement” means the shareholder’s loan agreement dated 18 October 2018 entered
into between: (i) the Company, as borrower; and (ii) the Investor, as lender, and which is set
out at Appendix C of this Explanatory Statement.
“Long-Stop Date” means the Long-Stop Date (as defined in the Restructuring Agreement) or
such later date agreed between the Company and the Investor.
“Magtaa Project” means the desalination plant in Magtaa, Oran, Western Algeria which is
owned by Tahalyat Myah Magtaa SpA.
“Meeting Agent” means Boardroom Corporate & Advisory Services Pte Ltd, whose address
is at 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623, being the meeting
agent appointed by the Company in relation to the Scheme Meetings.
“MHI Group” means (i) Mitsubishi Heavy Industries, Ltd; (ii) Mitsubishi Heavy Industries Asia
Pacific Pte Ltd; and (iii) Mitsubishi Heavy Industries Environmental, collectively.
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“MHI Settlement Agreement” means the settlement agreement dated 15 February 2019
entered into between: (i) Mitsubishi Heavy Industries, Ltd; (ii) Mitsubishi Heavy Industries Asia
Pacific Pte Ltd; (iii) Mitsubishi Heavy Industries Environmental & Chemical Engineering Co,
Ltd; (iv) the Company; (v) HE; (vi) Hydrochem; (vii) TuasOne Pte Ltd; and (viii) TuasOne
Environmental Engineering Pte Ltd, a copy of which is set out at Appendix F of this
Explanatory Statement.
“Noteholders” means the Series 008 Noteholders, the Series 009 Noteholders and the Series
010 Noteholders.
“Notes” means the Series 008 Notes, the Series 009 Notes and the Series 010 Notes.
“Notes Claim” means any Claim of the Noteholders that is not an Excluded Claim arising
under or in respect of the Notes.
“Notes Trust Deed” means the trust deed dated 3 July 2008 entered into between: (i) the
Company, as issuer; and (ii) the Notes Trustee, as trustee.
“Notes Trustee” means DBS Trustee Limited.
“Other Claim” means any Claim other than a Contingent Claim, an Excluded Claim, a
Facilities Claim, the KfW Claim, a Subordinated Claim, a Notes Claim, a Perpetual Capital
Securities Claim or a Preference Shares Claim.
“Other Claimant” means any person that holds an Other Claim.
“Perpetual Capital Securities” means the 6.00% perpetual capital securities (ISIN:
SG31B4000005) issued by the Company and constituted pursuant to the Perpetual Securities
Trust Deed, of which S$500,000,000 in aggregate principal amount are outstanding as at the
date of the Scheme.
“Perpetual Capital Securities Holder” means a person holding a Book Entry Interest in the
Perpetual Capital Securities.
“Perpetual Capital Securities Cash Consideration” means cash allocated from the Debt
Securities Claims Cash Consideration to be calculated in the following manner:
𝑃𝐶𝑆𝐶𝐶 =𝑎
𝑎 + 𝑏× 𝐷𝑆𝐶𝐶𝐶
where:
a is the total dollar value of all Accepted Perpetual Capital Securities Claims;
b is the total dollar value of all Accepted Preference Shares Claims;
DSCCC is the Debt Securities Claims Cash Consideration; and
PCSCC is the Perpetual Capital Securities Cash Consideration.
“Perpetual Capital Securities Cash Payout” means in respect of each Accepted Perpetual
Capital Securities Claim, a cash payout to be calculated in the following manner:
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𝑃𝐶𝑆𝐶𝑃 =𝑐
𝑑× 𝑃𝐶𝑆𝐶𝐶
where:
c is the number of units of Perpetual Capital Securities held by the Perpetual Capital
Securities Holder in respect of the subject Accepted Perpetual Capital Securities Claim;
d is the total number of units of Perpetual Capital Securities in respect of all Accepted
Perpetual Capital Securities Claims;
PCSCC is the Perpetual Capital Securities Cash Consideration; and
PCSCP is the Perpetual Capital Securities Cash Payout for the subject Accepted Perpetual
Capital Securities Claim, to be rounded down to the nearest cent.
“Perpetual Capital Securities Claim” means any Claim of a Perpetual Capital Securities
Holder that is not an Excluded Claim arising under or in respect of the Perpetual Capital
Securities.
“Perpetual Capital Securities Equity Consideration” means Shares allocated from the
Debt Securities Claims Equity Consideration to be calculated in the following manner:
𝑃𝐶𝑆𝐸𝐶 =𝑎
𝑎 + 𝑏× 𝐷𝑆𝐶𝐸𝐶
where:
a is the total dollar value of all Accepted Perpetual Capital Securities Claims;
b is the total dollar value of all Accepted Preference Shares Claims;
DSCEC is the Debt Securities Claims Equity Consideration; and
PCSEC is the Perpetual Capital Securities Equity Consideration.
“Perpetual Capital Securities Equity Payout” means in respect of each Accepted Perpetual
Capital Securities Claim, an allotment and issuance of Shares to be calculated in the following
manner:
𝑃𝐶𝑆𝐸𝑃 =𝑐
𝑑× 𝑃𝐶𝑆𝐸𝐶
where:
c is the number of units of Perpetual Capital Securities held by the Perpetual Capital
Securities Holder in respect of the subject Accepted Perpetual Capital Securities Claim;
d is the total number of units of Perpetual Capital Securities in respect of all Accepted
Perpetual Capital Securities Claims;
PCSEC is the Perpetual Capital Securities Equity Consideration; and
PCSEP is the Perpetual Capital Securities Equity Payout for the subject Accepted Perpetual
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Capital Securities Claim, to be rounded down to the nearest whole number.
“Perpetual Capital Securities Trust Deed” means the trust deed dated 27 May 2016 entered
into between: (i) the Company, as issuer; and (ii) the Perpetual Capital Securities Trustee, as
trustee.
“Perpetual Capital Securities Trustee” means Perpetual (Asia) Limited.
“Personnel” means, in relation to any person, its current and former officers, partners,
directors, employees, staff, agents, counsel and other representatives.
“Preference Shareholder” means a person holding a Book Entry Interest in the Preference
Shares.
“Preference Shares” means the S$400,000,000 8.00% cumulative non-convertible non-
voting perpetual class A preference shares (ISIN: SG2D17969577) issued by the Company.
“Preference Shares Cash Consideration” means cash allocated from the Debt Securities
Claims Cash Consideration to be calculated in the following manner:
𝑃𝑆𝐶𝐶 =𝑏
𝑎 + 𝑏× 𝐷𝑆𝐶𝐶𝐶
where:
a is the total dollar value of all Accepted Perpetual Capital Securities Claims;
b is the total dollar value of all Accepted Preference Shares Claims;
DSCCC is the Debt Securities Claims Cash Consideration; and
PSCC is the Preference Shares Cash Consideration.
“Preference Shares Cash Payout” means in respect of each Accepted Preference Shares
Claim, a cash payout to be calculated in the following manner:
𝑃𝑆𝐶𝑃 =𝑒
𝑓× 𝑃𝑆𝐶𝐶
where:
e is the number of Preference Shares held by the Preference Shareholder in respect of the
subject Accepted Preference Shares Claim;
f is the total number of Preference Shares in respect of all Accepted Preference Shares
Claims;
PSCC is the Preference Shares Cash Consideration; and
PSCP is the Preference Shares Cash Payout for the subject Accepted Preference Shares
Claim, to be rounded down to the nearest cent.
“Preference Shares Claim” means any Claim of a Preference Shareholder that is not an
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Excluded Claim arising under or in respect of the Preference Shares.
“Preference Shares Equity Consideration” means Shares allocated from the Debt
Securities Claims Equity Consideration to be calculated in the following manner:
𝑃𝑆𝐸𝐶 =𝑏
𝑎 + 𝑏× 𝐷𝑆𝐶𝐸𝐶
where:
a is the total dollar value of all Accepted Perpetual Capital Securities Claims;
b is the total dollar value of all Accepted Preference Shares Claims;
DSCEC is the Debt Securities Claims Equity Consideration; and
PSEC is the Preference Shares Equity Consideration.
“Preference Shares Equity Payout” means in respect of each Accepted Preference Shares
Claim, an allotment and issuance of Shares to be calculated in the following manner:
𝑃𝑆𝐸𝑃 =𝑒
𝑓× 𝑃𝑆𝐸𝐶
where:
e is the number of Preference Shares held by the Preference Shareholder in respect of the
subject Accepted Preference Shares Claim;
f is the total number of Preference Shares in respect of all Accepted Preference Shares
Claims;
PSEC is the Preference Shares Equity Consideration; and
PSEP is the Preference Shares Equity Payout for the subject Accepted Preference Shares
Claim, to be rounded down to the nearest whole number.
“Professional Advisor Fees” means any professional advisory fees and disbursements of
an Advisor reasonably incurred in connection with the Restructuring, which is to be paid by
the Company seven (7) days before the Settlement Date.
“Proof of Claim” means a proof setting out the claim of a Scheme Party substantially in the
form set out at Schedule 4 of the Scheme and Appendix D of this Explanatory Statement.
“Proof Regulations” means the Companies (Proofs of Debt in Schemes of Arrangement)
Regulation 2017 (No S 245) of Singapore.
“Qurayyat IWP” means the independent water project in Qurayyat, Sultanate of Oman owned
by Qurayyat Desalination SAOC.
“Record Date” means 5:00 pm on 1 March 2019, being the latest time a Proof of Claim must
be submitted to the Chairman to be assessed for the purposes of voting on the Scheme and
determining the entitlements of the Scheme Parties to the Scheme Consideration.
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“Relevant Intermediary” means a “relevant intermediary” under Section 181 of the Act.
“Restructuring” means the financial and corporate restructuring of the Group in accordance
with and as implemented through the 211B Proceedings, the HE Scheme, the HMM Scheme,
the Hydrochem Scheme, the Scheme and the Restructuring Documents.
“Restructuring Agreement” means the restructuring agreement dated 18 October 2018
entered into between: (i) the Company, as the target company; and (ii) the Investor, as the
investor, and which is set out at Appendix B of this Explanatory Statement.
“Restructuring Documents” means the Restructuring Agreement and the Loan Agreement.
“Restructuring Effective Date” means later of: (i) the date on which all of the Conditions
Precedent (other than Clause 5.1(d) of the Restructuring Agreement) are fulfilled or waived;
and (ii) the Scheme Effective Date.
“Scheme” means the scheme of arrangement proposed by the Company under Section 210
of the Act in its present form or with or subject to any modifications, additions or conditions
approved or imposed by the Court or approved in accordance with its terms.
“Scheme Consideration” means, in respect of:
(a) the Accepted Debt Securities Claims: (i) the Debt Securities Claims Cash Consideration;
and (ii) the Debt Securities Claims Equity Consideration; and
(b) the Accepted Unsecured Claims: (i) the Unsecured Claims Cash Consideration; and (ii)
the Unsecured Claims Equity Consideration;
(c) the Accepted Subordinated Party Claims: the Subordinated Claims Cash Consideration.
“Scheme Claims” means the Debt Securities Claims, the Unsecured Claims and the
Subordinated Claims.
“Scheme Effective Date” means the date on which the Court order sanctioning the Scheme
under the Act is lodged with ACRA.
“Scheme Manager” means the person appointed from time to time by the Court to administer
the Scheme, which may include Ms Angela Ee of Ernst & Young Solutions LLP.
“Scheme Meetings” means the meetings of the Scheme Parties to vote on the Scheme
convened pursuant to an order of the Court (and any meetings called following an
adjournment).
“Scheme Parties” means the Debt Securities Scheme Parties, the Unsecured Scheme
Parties and the Subordinated Scheme Parties.
“Scheme Proceedings” means the applications under Section 210(1) of the Act for leave to
convene meetings to consider this Scheme and the schemes of arrangement proposed by
HE, HMM and Hydrochem vide HC/OS 205/2019, HC/OS 204/2019, HC/OS 206/2019 and
HC/OS 207/2019, respectively, and all associated proceedings therein.
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“Second Contingent Claim Management Payout” means in respect of each Accepted
Contingent Claim that is Extinguished after the date falling one (1) year after the Restructuring
Effective Date and within the Contingent Claim Expiry Date, a cash payout to be calculated
in the following manner:
𝑆𝐶𝐶𝑀𝑃 = 20% ×𝑠
𝑞 × 𝑈𝐶𝐶𝐶
where:
s is the value of the subject Accepted Contingent Claim that is Extinguished after the date
falling one (1) year after the Restructuring Effective Date and within the Contingent Claim
Expiry Date;
q is the total value of all Accepted Unsecured Claims;
UCCC is the Unsecured Claims Cash Consideration; and
SCCMP is the Second Contingent Claim Management Payout for the subject Accepted
Contingent Claim, to be rounded down to the nearest cent.
“Second Unsecured Claim Cash Payout” means in respect of each Accepted Unsecured
Claim that is not an Extinguished Contingent Claim within one (1) year after the Restructuring
Effective Date, a cash payout to be calculated in the following manner:
𝑆𝑈𝐶𝐶𝑃 = (𝑝
𝑞 − 𝑡× ( 𝑈𝐶𝐶𝐶 − ∑ 𝐹𝐶𝐶𝑀𝑃)) − 𝐼𝑈𝐶𝐶𝑃
where:
p is the value of the subject Accepted Unsecured Claim that is not an Extinguished Contingent
Claim within one (1) year after the Restructuring Effective Date;
q is the total value of all Accepted Unsecured Claims;
𝒕 is the total value of all Accepted Contingent Claims that have been Extinguished within one
(1) year after the Restructuring Effective Date;
UCCC is the Unsecured Claims Cash Consideration;
∑ 𝑭𝑪𝑪𝑴𝑷 is the sum of all First Contingent Claim Management Payouts;
IUCCP is the Initial Unsecured Claim Cash Payout for the subject Accepted Unsecured Claim,
to be rounded down to the nearest cent; and
SUCCP is the Second Unsecured Claim Cash Payout for the subject Accepted Unsecured
Claim, to be rounded down to the nearest cent.
“Second Unsecured Claim Equity Payout” means in respect of each Accepted Unsecured
Claim that is not an Extinguished Contingent Claim within one (1) year after the Restructuring
Effective Date, an allotment and issuance of Shares to be calculated in the following manner:
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𝑆𝑈𝐶𝐸𝑃 = (𝑝
𝑞 − 𝑡 × 𝑈𝐶𝐸𝐶) − 𝐼𝑈𝐶𝐸𝑃
where:
p is the value of the subject Accepted Unsecured Claim that is not an Extinguished Contingent
Claim within one (1) year after the Restructuring Effective Date;
q is the total value of all Accepted Unsecured Claims;
t is the total value of all Accepted Contingent Claims that have been Extinguished within one
(1) year after the Restructuring Effective Date;
UCEC is the Unsecured Claims Equity Consideration;
IUCEP is the Initial Unsecured Claim Equity Payout for the subject Accepted Unsecured
Claim, to be rounded down to the nearest whole number; and
SUCEP is the Second Unsecured Claim Equity Payout for the subject Accepted Unsecured
Claim, to be rounded down to the nearest whole number.
“Securities” means the Notes, the Perpetual Securities and the Preference Shares.
“Series 008 Notes” means the 4.25% notes due 2018 (ISIN: SG6Q70974010) issued by the
Company and constituted pursuant to the Notes Trust Deed, of which S$100,000,000 in
aggregate principal amount is outstanding as at the date of this Explanatory Statement.
“Series 008 Noteholders” means persons holding a Book Entry Interest in the Series 008
Notes.
“Series 009 Notes” means the 4.60% notes due 2019 (ISIN: SG6Q77974112) issued by the
Company and constituted pursuant to the Notes Trust Deed, of which S$65,000,000 in
aggregate principal amount is outstanding as at the date of this Explanatory Statement.
“Series 009 Noteholders” means persons holding a Book Entry Interest in the Series 009
Notes.
“Series 010 Notes” means the 4.20% notes due 2019 (ISIN: SG6W23985057) issued by the
Company and constituted pursuant to the Notes Trust Deed, of which S$100,000,000 in
aggregate principal amount is outstanding as at the date of this Explanatory Statement.
“Series 010 Noteholders” means persons holding a Book Entry Interest in the Series 010
Notes.
“Settlement Date” means the date falling on or before twenty eight (28) days after the
Completion Date (as defined in the Restructuring Agreement).
“SFA” means the Securities and Futures Act, Chapter 289 of Singapore.
“SGXNet” means the online announcement platform hosted by SGX-ST.
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“SGX-ST” means the Singapore Exchange Securities Trading Limited.
“Shares” means ordinary shares in the capital of the Company.
“SIAS” means the Securities Investors Association (Singapore).
“Singapore” means the Republic of Singapore.
“SMC” means the Singapore Mediation Centre.
“SRS” means the Supplementary Retirement Scheme established pursuant to the Income
Tax Act (Supplementary Retirement Scheme) Regulations 2003, S 30/2003 under the Income
Tax Act, Cap. 134 of Singapore.
“Subordinated Claim” means any Intercompany Claim and any HS Claim.
“Subordinated Claims Cash Consideration” means cash of an amount equal to the total
sum of all Subordinated Claim Cash Payouts.
“Subordinated Claim Cash Payout” means in respect of each Accepted Subordinated
Claim, a cash payout of S$1.
“Subordinated Scheme Parties” means the Intercompany Claimants and any HS Claimants.
“Subsidiary” means a subsidiary within the meaning of Section 5 of the Act.
“Tianjin Dagang DP” the desalination plant in Tianjin, People’s Republic of China owned by
H.J. NewSpring Limited.
“Tlemcen Project” means the seawater desalination plant in Souk Tleta, Wilaya of Tlemcen,
Algeria which is owned by Almiyah Atillemçania SpA.
“Tuaspring IWPP” means the integrated water and power project in Singapore owned by
Tuaspring Pte Ltd.
“TuasOne EPC Contract” means the contract for design, engineering, procurement,
construction, completion, start-up, testing and commissioning of waste-to-energy plant dated
26 April 2016 entered into between: (i) TuasOne Pte Ltd, as employer; and (ii) Hydrochem,
as contractor.
“TuasOne EPC Contract Parent Company Guarantee” means the deed of guarantee dated
12 May 2016 made by the Company, as guarantor, for the benefit of TuasOne Pte Ltd, in
respect of the obligations of Hydrochem under the TuasOne EPC Contract.
“TuasOne Facility” means the facility agreement dated 12 May 2016 entered into between:
(i) TuasOne Pte Ltd, as borrower; (ii) the banks and financial institutions listed in Schedule 1,
as original lenders; (iii) DBS Bank Ltd, Maybank Kim Eng Securities Pte Ltd, Mizuho Bank,
Ltd and The Bank of Tokyo-Mitsubishi UFJ, Ltd, as arranger; (iv) Malayan Banking Berhad,
Singapore Branch, as agent; and (v) the TuasOne Facility Security Trustee, as security
trustee.
“TuasOne Facility Security Trustee” means Malayan Banking Berhad, Singapore Branch.
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“TuasOne Project” means the project which is the subject of the TuasOne EPC Contract.
“TuasOne Share Charge” means the share charge executed by the Company dated 12 May
2016 in favour of the TuasOne Facility Security Trustee.
“Unsecured Claims” means the Contingent Claims, the Facilities Claims, the KfW Claim, the
Other Claims and the Notes Claims.
“Unsecured Claims Cash Consideration” means cash of an amount equal to
S$232,000,000.
“Unsecured Claims Cash Consideration Surplus Amount” means any residual cash from
the Unsecured Claims Cash Consideration left in the Escrow Account or held by the Company
three months before the expiry of the Holding Period that is not the subject of an ongoing
dispute between Hyflux and the original beneficiary of that residual cash payment under the
terms of the Scheme and after all cash payouts as set out in Clause Error! Reference source
not found..1 to Clause 4.1.9 of the Scheme have been made.
“Unsecured Claims Equity Consideration” means Shares constituting 27.00% of the issued
and paid up capital in the Company after the New Shares (as defined in the Restructuring
Agreement) have been allotted and issued under the Restructuring Agreement.
“Unsecured Claims Equity Consideration Surplus Amount” means any residual Shares
from the Unsecured Claims Equity Consideration left in the Escrow Account or held by the
Company three months before the expiry of the Holding Period that is not the subject of an
ongoing dispute between Hyflux and the original beneficiary of those residual Shares under
the terms of the Scheme and after all equity payouts as set out in Clause Error! Reference
source not found..1 to Clause 4.1.9 of the Scheme have been made.
“Unsecured Scheme Parties” means the Contingent Claimants, the Facilities Lenders, KfW,
the Noteholders and the Other Claimants.
“Unsecured Working Group” means the unsecured working group comprising certain
Unsecured Scheme Parties including Mizuho Bank, Ltd, KfW, Bangkok Bank Public Company
Limited, Standard Chartered Bank, Singapore Branch, BNP Paribas, CTBC Bank Co, Ltd and
The Korea Development Bank established in connection with the Restructuring that is
represented by Borrelli Walsh Limited, Hogan Lovells Lee & Lee and Tan Kok Quan
Partnership.
In this Explanatory Statement, unless the context otherwise requires or as otherwise expressly stated:
1.1.1 references to Clauses and Schedules are references to clauses and schedules of
this Explanatory Statement;
1.1.2 references to a person include a reference to an individual, firm, partnership,
company, corporation, unincorporated body of persons or any state or state agency;
1.1.3 references to a statute, statutory provision or regulatory rule or guidance include
references to the same as subsequently modified, amended or re-enacted from time
to time;
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1.1.4 references to an agreement, deed or document shall be deemed also to refer to
such agreement, deed or document as amended, supplemented, restated, verified,
replaced and/or novated (in whole or in part) from time to time and to any agreement,
deed or document executed pursuant thereto, provided that such amendment,
supplement, restatement, verification, replacement and/or novation has, to the
extent it relates to a Restructuring Document, been made in accordance with the
terms of such Restructuring Document;
1.1.5 the singular includes the plural and vice versa and words importing one gender shall
include all genders;
1.1.6 references to “including” shall be construed as references to “including without
limitation” and “include”, “includes” and “included” shall be construed accordingly;
1.1.7 headings to Clauses and Schedules are for ease of reference only and shall not
affect the interpretation of this Explanatory Statement;
1.1.8 references to a period of days shall include Saturdays, Sundays and public holidays
and where the date which is the final day of a period of days is not a Business Day,
that date will be adjusted so that it is the first following day which is a Business Day;
1.1.9 references to “dollar” or to “S$” are references to the lawful currency from time to
time of Singapore;
1.1.10 references to time shall be to Singapore time; and
1.1.11 where any amount is specified in this Explanatory Statement (including in any
definition) in respect of any Scheme Consideration, that amount is subject to
rounding in accordance with the terms of the Scheme.
Execution Copy
DATED THIS DAY OF 2018
Between
SM INVESTMENTS PTE. LTD.
as Lender
and
HYFLUX LTD
as Borrower
SHAREHOLDER’S LOAN AGREEMENT
WONGPARTNERSHIP LLP
12 Marina Boulevard Level 28
Marina Bay Financial Centre Tower 3
Singapore 018982
Tel: +65 6416 8000
Fax: +65 6532 5711 /+ 65 6532 5722
Email: [email protected]
Website: http://www.wongpartnership.com
18TH OCTOBER
TABLE OF CONTENTS
CLAUSE HEADING PAGE
1. DEFINITIONS AND INTERPRETATION ...................................................................... 1
2. THE LOAN .................................................................................................................... 2
3. REPAYMENT AND PAYMENT OF INTEREST ............................................................ 4
4. PAYMENTS .................................................................................................................. 4
5. REPRESENTATIONS ................................................................................................... 5
6. UNDERTAKINGS .......................................................................................................... 5
7. ACCELERATION .......................................................................................................... 6
8. COSTS .......................................................................................................................... 7
9. ASSIGNMENTS AND SUCCESSORS ......................................................................... 7
10. REMEDIES AND WAIVERS ......................................................................................... 7
11. VARIATIONS ................................................................................................................ 7
12. PARTIAL INVALIDITY................................................................................................... 7
13. CONFIDENTIALITY AND ANNOUNCEMENTS ........................................................... 7
14. ILLEGALITY .................................................................................................................. 8
15. FURTHER ASSURANCE AND WAIVER...................................................................... 8
16. SET-OFF ....................................................................................................................... 8
17. COMMUNICATIONS..................................................................................................... 8
18. COUNTERPARTS ........................................................................................................ 8
19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT .................................................... 8
20. GOVERNING LAW ....................................................................................................... 9
THIS SHAREHOLDER’S LOAN AGREEMENT is made on 2018
BETWEEN:
(1) SM INVESTMENTS PTE. LTD., (Company Registration No. 201835450K), a company
incorporated in Singapore and having its registered address at 1 Scotts Road, #25-08 Shaw
Centre, Singapore 228208, as lender (the "Lender"); and
(2) HYFLUX LTD, (Company Registration No. 200002722Z), a company incorporated in
Singapore and having its registered office at 80 Bendemeer Road, Hyflux Innovation Centre,
Singapore 339949 (the "Borrower"),
(collectively, the "Parties" and each, a "Party").
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement:
"Applicable Laws" means, with respect to any person, any and all applicable treaties,
legislation, laws, regulations, codes, rules including without limitation, the listing manual of the
SGX-ST and the Code or rulings, orders, or any form of decisions issued by, or requirements
of, governmental, statutory, regulatory, supervisory bodies (including without limitation, any
relevant stock exchange or securities council) or any court or tribunal with competent
jurisdiction, whether in Singapore or elsewhere, as amended or modified from time to time, and
to which such person is subject.
"Business Day" means a day (excluding Saturdays, Sundays and gazetted public holidays) on
which commercial banks are open for business in Singapore.
"Code" means the Singapore Code on Take-overs and Mergers.
“Completion” has the meaning ascribed to it in the Restructuring Agreement.
“Completion Date” has the meaning ascribed to it in the Restructuring Agreement.
"Confidential Information" means any information which is proprietary and confidential to a
Party including but not limited to the terms and conditions of this Agreement, information
concerning or relating in any way whatsoever to the organisation, business, finances,
transactions or affairs of either Party, dealings of either Party, secret or confidential information
which relates to a Party's business or any of its principals', clients' or customers' transactions
or affairs, any Party's technology, designs, documentation, manuals, budgets, financial
statements or information, accounts, dealers' lists, customer lists, marketing studies, drawings,
notes, memoranda and the information contained therein, or services and information and
material which is either marked confidential or is by its nature intended to be exclusively for the
knowledge of the recipient alone.
"Definitive Agreements" means this Agreement, the Restructuring Agreement and any other
document designated as such by mutual agreement of the Lender and the Borrower.
“Event of Default” means any event or circumstance set out in Clause 7.1 (Acceleration).
18 October
"Loan" has the meaning attributed to it in Clause 2.1 (Principal).
"Restructuring Agreement" means the restructuring agreement relating to the debt and equity
of the Borrower dated on or about the date hereof between the Parties.
"SGX-ST" means the Singapore Exchange Securities Trading Limited.
“Scheme of Arrangement” has the meaning ascribed to it in the Restructuring Agreement.
"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any delay in
paying any of the same).
1.2 Construction
(a) Unless a contrary indication appears, any reference in this Agreement to:
(i) the "Borrower", the "Lender", or any "Party" shall be construed so as to
include its successors in title, permitted assigns and permitted transferees;
(ii) a "person" includes any person, firm, company, corporation, government,
state or agency of a state or any association, trust or partnership (whether or
not having separate legal personality), or two or more of the foregoing;
(iii) a provision of law is a reference to that provision as amended or re-enacted;
and
(iv) a time of day and dates are references to Singapore time unless otherwise
stated.
(b) The headings in this Agreement are for ease of reference only and shall be ignored in
construing this Agreement. References to "Clause" are to be construed as references
to the clauses of this Agreement.
(c) Words importing the singular shall, where applicable, include the plural and vice versa
and words importing the masculine gender shall, where applicable, include the feminine
and neuter genders.
(d) As both Parties have participated in the drafting of this Agreement, the Parties agree
that any Applicable Law or rule requiring the construction of this Agreement or any
provision hereof against the Party drafting this Agreement shall not apply.
2. THE LOAN
2.1 Principal
The Lender agrees to grant to the Borrower, upon the terms and conditions hereof, a loan of
the aggregate principal amount of S$130,000,000 (the "Loan").
2.2 Advance
The Lender shall disburse the entire amount of the proceeds of the Loan to the Borrower's
account or by any means notified by the Borrower on the Completion Date and at any time
thereafter.
2.3 Conditions Precedent
The Lender will only be obliged to comply with Clause 2.2 (Advance) if:
(a) the Restructuring Agreement is in full force and effect and the conditions set out in
Clause 5 (Conditions) of the Restructuring Agreement have been fulfilled or waived in
accordance with the terms of the Restructuring Agreement;
(b) Completion has occurred, or the Lender, acting reasonably, is satisfied that the
disbursements of the proceeds of the Loan will occur at the same time as Completion;
(c) all the representations and warranties as set out in Clause 5.1 (Borrower’s
Representations) are true in all material respects; and
(d) the following conditions precedent have been delivered:
(i) a copy of the constitutional documents of the Borrower;
(ii) a copy of the board resolutions of the Borrower (certified by a director or a duly
authorised officer of the Borrower) approving the terms of, and the transactions
contemplated by this Agreement and ratifying the entry by the Borrower into
this Agreement; and
(iii) to the extent required by Applicable Law, the approval of the shareholders of
the Borrower obtained at a general meeting of the Company, of the terms of,
and the transactions contemplated by this Agreement and ratifying the entry
by the Borrower into this Agreement.
The Lender may waive any or all of the above conditions precedent.
2.4 Purpose and Use
The Parties agree that the Loan shall be applied by the Borrower towards meeting the working
capital needs of the business of the Borrower and its subsidiaries.
2.5 Interest and Default Interest
(a) Interest on the Loan shall accrue from the Borrower to the Lender at the rate which is
4.5% per annum calculated on the principal amount of the Loan outstanding from time
to time.
(b) All interest payable under this Agreement shall accrue from day to day on the total
amount of the Loan outstanding and shall be calculated on the basis of the actual
number of days elapsed and over a 365-day year.
(c) If the Borrower fails to make any payment under this Agreement on the due date for
such payment, interest on the unpaid amount shall accrue daily, from the date of non-
payment to the date of actual payment (both before and after judgment), at 2.0% above
the rate specified in Clause 2.5(a) above.
2.6 Interest Period and Payment
The Borrower shall pay interest accrued on the Loan on the date when repayment of the
principal of the Loan is due hereunder. All interest unpaid shall at the end of each Interest
Period, be compounded by being added to the principal of the Loan then outstanding and shall
bear interest accordingly. For the purposes hereof, “Interest Period” means, subject to the
provisions of this Clause 2.6, each period of three (3) months but:
(a) the first Interest Period shall commence on the date of the first borrowing of the Loan
and shall end on last day of the Borrower’s financial quarter in which the borrowing is
made; and
(b) the first Interest Period relating to any part of the Loan other than the first borrowing
thereof shall commence on the date of its borrowing, and all other Interest Periods shall
commence on the last day of the preceding Interest Period (without double counting),
and in each case, the Interest Periods shall end on the last day of the then current
Interest Period relating to the first borrowing of the Loan so that all Interest Periods
shall be consolidated at all times.
2.7 Security
The Loan shall be unsecured.
3. REPAYMENT AND PAYMENT OF INTEREST
3.1 Repayment Date
The Borrower shall repay the Loan in full and all outstanding interest on it and all other sums
outstanding under or in connection with this Agreement on the date which is three (3) years
after the date of the first drawdown of the Loan.
3.2 Prepayment
The Borrower may, if it gives the Lender not less than three (3) Business Days' (or such shorter
period as the Lender may agree) prior notice, prepay, without any prepayment fee, penalty or
break costs, the whole or any part of the Loan. All prepayment shall be accompanied by
payment of the interest accrued thereon.
3.3 No Reborrowing
No amount repaid or prepaid may be reborrowed.
4. PAYMENTS
4.1 All payments to be made hereunder shall be made in Singapore Dollars and in immediately
available funds.
4.2 All payments to be made by the Borrower hereunder shall be paid without any set-off or
counterclaim and free of any restriction or condition.
4.3 All payments to be made by the Borrower hereunder shall be made to such bank account of
the Lender in Singapore as the Lender may from time to time designate for such purpose.
4.4 All payments to be made by the Borrower to the Lender shall be made free and clear of and
without deduction for or on account of Tax unless the Borrower is required to make such a
payment subject to the deduction or withholding of Tax.
5. REPRESENTATIONS
5.1 Borrower’s Representations
The Borrower hereby represents and warrants to the Lender that:
(a) it is a company duly incorporated and validly existing under the laws of Singapore;
(b) the execution and delivery of, and the performance by it of its obligations under this
Agreement shall not:
(i) conflict with or result in a breach of its constitution; or
(ii) result in a breach of any Applicable Laws by which it is bound; and
(c) it has full power and authority to execute and deliver this Agreement and the
agreements contemplated herein, and to consummate the transactions contemplated
hereby and thereby and that this Agreement and all such other agreements constitute
its valid and legally binding obligations, enforceable against it in accordance with their
respective terms.
5.2 Lender’s Representations
The Lender hereby represents and warrants to the Borrower that:
(a) it is a company duly incorporated and validly existing under the laws of Singapore;
(b) the execution and delivery of, and the performance by it of its obligations under this
Agreement shall not:
(i) conflict with or result in a breach of its constitution; or
(ii) result in a breach of any Applicable Laws by which it is bound;
(c) it has full power and authority to execute and deliver this Agreement and the
agreements contemplated herein, and to consummate the transactions contemplated
hereby and thereby and that this Agreement and all such other agreements constitute
its valid and legally binding obligations, enforceable against it in accordance with their
respective terms; and
(d) it has sufficient financial resources to grant the Loan.
6. UNDERTAKINGS
6.1 The Borrower shall obtain, comply with and do all that is necessary to maintain in full force and
effect any authorisation required under any law or regulation of its jurisdiction of incorporation
to enable it to perform its obligations under this Agreement and to ensure the legality, validity
and enforceability in its jurisdiction of incorporation of this Agreement.
6.2 The Borrower shall ensure that its respective obligations and liabilities hereunder rank and will
rank at all times in right of payment at least pari passu with all its other unsecured debts now
outstanding, except for obligations mandatorily preferred by law.
6.3 The undertakings in this Clause 6 remain in force from the date of this Agreement for so long
as any amount is outstanding under this Agreement.
7. ACCELERATION
7.1 Each of the events set out in this Clause 7.1 is an Event of Default, namely:
(a) An event or circumstance occurs which gives the Lender the right to terminate the
Restructuring Agreement under Clause 13 (Termination) of the Restructuring
Agreement;
(b) Any order is granted by a court in Singapore for or in relation to:
(i) the suspension of payments, a moratorium of any indebtedness, winding-up,
dissolution, judicial management, administration, provisional supervision or
reorganisation (by way of voluntary arrangement, scheme of arrangement or
otherwise) of the Borrower; or
(ii) the appointment of a liquidator or judicial manager in respect of the Borrower.
(c) The Borrower fails to pay any sum payable under this Agreement within five (5)
Business Days of its due date;
(d) Save for any indebtedness prevailing as at the date of this Agreement, the Borrower or
any material subsidiary or material related entity of the Borrower, fails to pay any sum
payable under any of its other finance documents;
(e) The Borrower fails to observe or perform any obligation (other than a payment
obligation) under this Agreement or any other Definitive Agreement, and such breach
entitles the Lender to terminate such agreement;
(f) It is or becomes unlawful for the Borrower to perform or comply with any or all of its
payment or other material obligations under this Agreement or any of its payment or
other material obligations are not or cease to be legal, valid, binding and enforceable;
(g) The Borrower rescinds or purports to rescind or repudiates or purports to repudiate this
Agreement or evidences an intention to rescind or repudiate this Agreement; or
(h) Any event or circumstance occurs in any jurisdiction analogous to any of the events
above in respect of the Borrower.
7.2 On and at any time after the occurrence of an Event of Default, the Lender may:
(a) cancel the Loan whereupon it shall immediately be cancelled;
(b) declare that all or part of the Loan, together with accrued interest, and all other amounts
accrued or outstanding under this Agreement be immediately due and payable,
whereupon they shall become immediately due and payable by the Borrower;
(c) declare that all or part of the Loan be payable on demand, whereupon they shall
immediately become payable on demand by the Lender; and/or
(d) exercise any or all of its rights, remedies, powers or discretions under this Agreement.
8. COSTS
Each of the Parties shall bear its own costs and expenses in relation to the negotiation,
preparation, execution, performance and enforcement of this Agreement and all ancillary
documents to the loan hereby agreed to be lent.
9. ASSIGNMENTS AND SUCCESSORS
No Party shall assign, transfer, create any encumbrance or otherwise deal with its rights or
interests under this Agreement without the prior written consent of the other Party.
10. REMEDIES AND WAIVERS
10.1 So far as is permitted by law and except in the case of fraud, each of the Parties agrees and
acknowledges that its only right and remedy in relation to any representation, warranty or
undertaking made or given in connection with this Agreement shall be for breach of the terms
of this Agreement (including any common law and equitable remedies) to the exclusion of all
other rights and remedies (including those in tort or arising under statute).
10.2 Any release, waiver or compromise of any obligation or term under this Agreement shall be in
writing and shall not be deemed to be a release, waiver or compromise of similar or any other
obligations or terms in the future.
10.3 No failure on the part of any Party to exercise, and no delay on its part in exercising, any right
or remedy under this Agreement will operate as a release or waiver, and any single or partial
exercise of any right or remedy shall not preclude any other or further exercise thereof or the
exercise of any other right or remedy.
11. VARIATIONS
11.1 No variation of this Agreement (or of any of the documents referred to in this Agreement) shall
be valid unless it is in writing and signed by or on behalf of each Party.
11.2 Unless expressly agreed, a variation shall not constitute a general waiver of any provisions of
this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this
Agreement which have already accrued up to the date of such variation.
12. PARTIAL INVALIDITY
If at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in
any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the
remaining provisions of this Agreement nor of such provisions under the law of any other
jurisdiction shall in any way be affected or impaired thereby.
13. CONFIDENTIALITY AND ANNOUNCEMENTS
Clause 14 (Confidentiality and Announcements) of the Restructuring Agreement shall apply to
this Agreement as if set out in full herein with references to:
(a) “this Agreement” being construed as references to this Agreement;
(b) “Applicable Laws” and “Confidential Information” being as defined herein; and
(c) “this Clause 14” being construed as a reference to this Clause 13.
14. ILLEGALITY
The illegality, invalidity or unenforceability of any provision of this Agreement under the law of
any jurisdiction shall not affect its legality, validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of any other provision.
15. FURTHER ASSURANCE AND WAIVER
The Borrower shall, at any time and from time to time, upon the reasonable request of the
Lender, promptly and duly execute and deliver to the Lender for the benefit of the Lender any
and all such further instruments and documents and do all acts and things as the Lender may
(acting reasonably) deem desirable for obtaining the full benefit of this Agreement and of the
rights and powers herein granted.
16. SET-OFF
The Lender may set off any matured obligation due from the Borrower under this Agreement
against any matured obligation owed by the Lender to the Borrower, regardless of the place of
payment or currency of either obligation. If the obligations are in different currencies, the Lender
may convert either obligation at a market rate of exchange in its usual course of business for
the purpose of the set-off.
17. COMMUNICATIONS
Each and every communication under this Agreement shall be in writing in the English language
and delivered in accordance with the terms of the Restructuring Agreement.
18. COUNTERPARTS
This Agreement may be entered into in any number of counterparts, all of which taken together
shall constitute one and the same instrument. Any Party may enter into this Agreement by
executing any such counterpart. Delivery of an executed signature page of a counterpart by fax
or in AdobeTM Portable Document Format (PDF) sent by electronic mail shall take effect as
delivery of an executed counterpart of this Agreement, and if either method is adopted, without
prejudice to the validity of such agreement, each Party shall provide the other with the original
of such page as soon as reasonably practicable thereafter.
19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
A person who is not party to this Agreement has no rights under the Contracts (Rights of Third
Parties) Act (Chapter 53B of Singapore) to enforce any term of this Agreement, but this does
not affect any right or remedy of a third party which exists or is available apart from the said
Act.
20. GOVERNING LAW
20.1 This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
20.2 The Parties agree to submit to the exclusive jurisdiction of the courts of Singapore. The Parties
agree that the courts of Singapore are an appropriate and convenient forum with jurisdiction to
settle any dispute arising out of or in connection with this Agreement, and waive any right to
raise the contrary.
1
PROOF OF CLAIM FORM (FOR BANKS AND CONTINGENT CLAIMANTS)
HYFLUX LTD
(Company Registration No. 200002722Z)
(Incorporated in the Republic of Singapore on 31 March 2000)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for
considering and voting on a compromise or arrangement under the Companies Act (Cap. 50)
(“Scheme Meeting(s)”)
involving the obligations owed by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING
THIS FORM
1. Particulars of party filing proof in relation to Scheme Meeting(s):
Name IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if
any) #
# Please indicate reference number to be quoted for future correspondence in relation to this matter with
the Company, Chairman of the Scheme Meeting(s) and/or any relevant representative or appointed
person in relation to the Scheme Meeting(s).
2. Particulars of claim(s) against the Company:
S/N Date claim
arose ###
Payment due
date
Brief details of claim(s)## Currency Amount
Claimed
1.
2.
2
3.
4.
Total:
## Please enclose or attach copies of documents substantiating the amounts claimed when filing this form.
The onus is upon the party claiming payment to prove the amounts claimed. Failure to do so may result
in the claim being rejected by the Chairman of the Scheme Meeting(s).
### The amount claimed shall be for all claims against the Company as at 25 March 2019 (including interest).
3. The completed proof of claim (with the relevant supporting documents) can be submitted in
either hard copy or via email to [email protected]. Hard copy proof of claim is to be sent
to: Hyflux Ltd, Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
4. The deadline for submission of the completed proof of claim (with relevant supporting
documents) is 5.00p.m. on Friday, 1 March 2019.
5. I/We declare that to the best of my knowledge and belief, the Company owes the party set out
in paragraph 1 above the obligations set out in paragraph 2 above.
Dated the day of 2019.
Signature:
……………………………………………......
3
NOTES:
1 A separate form for purpose of instructions on voting will be provided to the parties whose claims are
admitted in relation to the Scheme Meeting(s).
2 Please enclose or attach copies of documents substantiating the obligation claimed when filing this form.
The onus is upon the party claiming to be owed an obligation to prove the obligation claimed. Failure to
substantiate the obligations may result in the claim being rejected by the Chairman of the Scheme
Meeting(s).
3 By submitting this form, you represent, warrant and undertake to the Company and/or the Chairman of
the Scheme Meeting(s) that any personal data of any individual provided has been obtained with such
individual’s consent and hereby consents on behalf of such individual to the collection, processing, use
and disclosure of his/her personal data by the Company and/or the Chairman of the Scheme Meeting(s)
(and any of their respective officers), in each case, in accordance with the provisions of the Singapore
Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal
data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the holding ofthe Scheme Meeting(s). For the purposes hereunder, "personal data" has the meaning ascribed to it in
the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
4
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949
1
PROOF OF CLAIM FORM (ONLY FOR SERIES 008/009/010)
HYFLUX LTD
(Company Registration No. 200002722Z)
(Incorporated in the Republic of Singapore on 31 March 2000)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for
considering and voting on a compromise or arrangement under the Companies Act (Cap. 50)
(“Scheme Meeting(s)”)
involving the
S$100,000,000 4.25 per cent. Notes due 2018 comprised in Series 008 (ISIN: SG6Q70974010)
S$65,000,000 4.60 per cent. Notes due 2019 comprised in Series 009 (ISIN: SG6Q77974112)
S$100,000,000 4.20 per cent. Notes due 2019 comprised in Series 010 (ISIN: SG6W23985057)
(collectively, the "Notes") issued by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING
THIS FORM
Only persons who are shown in the records of the Central Depository Pte Ltd (“CDP”) as a holder
of the Notes ("Direct Participant") may file this proof of claim ("Proof").
Beneficial owners of Notes held, directly or indirectly, by a Direct Participant (“Beneficial
Owners”) who wish to file a proof must contact such Direct Participant and instruct such Direct
Participant to file the Proof on its behalf. In all cases, Beneficial Owners should be aware that
other earlier deadlines may be imposed by such Direct Participant.
1. Particulars of party filing proof:
Name# IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if
required) ##
# Only a person who has opened and maintains a securities account shown in the records of CDP as a
holder of such Notes may file a proof.
## Please indicate reference number to be quoted for future correspondence in relation to this matter with
the Company, Chairman of the Scheme Meeting(s) and/or any relevant representative or appointed
person in relation to the Scheme Meeting(s).
2
2. Particulars of holdings in respect of the Notes and any other claims asserted in relation to the
Notes:
S/N Date obligation
incurred ####
Brief details/description of obligation### Amount
Claimed
1.
2.
3.
### Please enclose or attach copies of documents evidencing your holdings and any other claims you may
have. Alternatively, by completing and returning this Proof, you authorise the Company to access the CDP
register for the purposes of verifying your holdings of the Notes. The onus is upon the party asserting an
obligation against the Company in respect of the Notes to prove the obligation claimed or to authorise the
Company to verify your holdings by accessing the CDP register. Failure to do so may result in the claim
being rejected by the Chairman of the Scheme Meeting(s).
#### The amount claimed should be the full principal of the Notes held by you and any other amounts (including
interest) claimed against the Company as at 25 March 2019.
3. The completed Proof (with the relevant supporting documents) can be submitted in either hard
copy or via email to [email protected]. Hard copy Proof is to be sent to: Hyflux Ltd,
Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
4. The deadline for submission of the completed Proof (with relevant supporting documents) is
5.00p.m. on Friday, 1 March 2019.
5. I/We declare that to the best of my knowledge and belief, the Company owes the obligations
set out in paragraph 2 above to me/the party set out in paragraph 1 above.
Dated the day of 2019.
Signature:
……………………………………………......
3
NOTES:
1 If any person with a claim or any holdings in respect of the Notes does not submit this Proof or incorrectly
files a Proof, the proposed chairman of the Scheme Meeting(s) will admit, for the purpose of the Scheme
Meeting(s), a claim based on the holdings reflected in the records of the CDP for the Notes.
2 The records of CDP shall constitute conclusive and binding evidence for all purposes (including, without
limitation, for the purposes of assessing the principal amount of Notes held by each Direct Participant
which will be admitted by the Company and Chairman of the Scheme Meeting(s)).
3 A separate form for purpose of instructions on voting will be provided to the holders of the Notes and the
trustee for the Notes in relation to the Scheme Meeting(s).
4 By submitting this form, you represent, warrant and undertake to the Company and/or the Chairman of
the Scheme Meeting(s) that any personal data of any individual provided has been obtained with such
individual’s consent and hereby consents on behalf of such individual to the collection, processing, use
and disclosure of his/her personal data by the Company and/or the Chairman of the Scheme Meeting(s)
(and any of their respective officers), in each case, in accordance with the provisions of the Singapore
Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal
data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the holding ofthe Scheme Meeting(s). For the purposes hereunder, "personal data" has the meaning ascribed to it in
the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
4
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949Reminder
Please ensure that you have submitted the items below by indicating √ against the items below:
Completed Proof of Claim form:
with supporting documents AND/OR
authorising the Company to access the CDP register for the purposes of verifying holdings of
the Notes
1
PROOF OF CLAIM FORM (ONLY FOR PERPETUAL SECURITIES)
HYFLUX LTD
(Company Registration No. 200002722Z)
(Incorporated in the Republic of Singapore on 31 March 2000)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for
considering and voting on a compromise or arrangement under the Companies Act (Cap. 50)
(“Scheme Meeting(s)”)
involving the
S$500,000,000 6.00 per cent. Perpetual Capital Securities (ISIN: SG31B4000005)
(the "Perpetual Securities") issued by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING
THIS FORM
Only persons who are shown in the records of the Central Depository Pte Ltd (“CDP”) as a holder
of the Perpetual Securities ("Direct Participant") may file this proof of claim ("Proof").
Beneficial owners of Perpetual Securities held, directly or indirectly, by a Direct Participant
(“Beneficial Owners”) who wish to file a proof must contact such Direct Participant and instruct
such Direct Participant to file the Proof on the Beneficial Owner’s behalf. In all cases, Beneficial
Owners should be aware that earlier deadlines may be imposed by such Direct Participant.
1. Particulars of Direct Participant:
Name# IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if
any)
# Only a person who has opened and maintains a securities account shown in the records of CDP as a
holder of such Perpetual Securities may file a proof.
2
2. Particulars of holdings in respect of the Perpetual Securities and any other claims asserted in
relation to the Perpetual Securities:
S/N Date of
purchase of
Perpetual
Securities ####
Details of holdings/number of Perpetual
Securities held###
Amount
Claimed
(principal and
interest)
1.
2.
3.
### Please enclose or attach copies of documents reflecting your holdings. If any other claims are asserted
against the Company please enclose or attach copies of documents substantiating the claim. Alternatively,
by completing and returning this Proof, you authorise the Company to access the CDP register for the
purposes of verifying your holdings of the Perpetual Securities. The onus is on you to prove your holdings
and/or other claims. Failure to do so may result in the claim being rejected by the Chairman of the Scheme
Meeting(s).
#### The amount claimed should be the full principal of the Perpetual Securities, interest and any other amounts
(including interest) claimed by you against the Company until 25 March 2019.
3. The completed Proof (with the relevant supporting documents) can be submitted in either hard
copy or via email to [email protected]. Hard copy Proof is to be sent to: Hyflux Ltd,
Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
4. The deadline for submission of the completed Proof (with relevant supporting documents) is
5.00p.m. on Friday, 1 March 2019.
5. I/We declare that to the best of my knowledge and belief, the Company owes the obligations
set out in paragraph 2 above to me/the party set out in paragraph 1 above.
Dated the day of 2019.
Signature
……………………………………………......
3
NOTES:
1 If any person with a claim or any holdings in respect of the Perpetual Securities does not submit this Proof
or incorrectly files a Proof, the proposed chairman of the Scheme Meeting(s) will admit, for the purpose of
the Scheme Meeting(s), a claim based on the holdings reflected in the records of the CDP as of 25 March
2019 for the Perpetual Securities.
2 The records of CDP as of 25 March 2019 shall constitute conclusive and binding evidence for all purposes
(including, without limitation, for the purposes of assessing the principal amount of Perpetual Securities
held by each Direct Participant which will be admitted by the Company and Chairman of the Scheme
Meeting(s)).
3 A separate form for purpose of instructions on voting will be provided to the holders of the Perpetual
Securities and the trustee for the Perpetual Securities in relation to the Scheme Meeting(s).
4 By submitting this form, you represent, warrant and undertake to the Company and/or the Chairman of
the Scheme Meeting(s) that any personal data of any individual provided has been obtained with such
individual’s consent and hereby consents on behalf of such individual to the collection, processing, use
and disclosure of his/her personal data by the Company and/or the Chairman of the Scheme Meeting(s)
(and any of their respective officers), in each case, in accordance with the provisions of the Singapore
Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal
data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the holding ofthe Scheme Meeting(s). For the purposes hereunder, "personal data" has the meaning ascribed to it in
the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
4
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949
Reminder
Please ensure that you have submitted the items below by indicating √ against the items below:
Completed Proof of Claim form:
with supporting documents AND/OR
authorising the Company to access the CDP register for the purposes of verifying holdings of
the Perpetual Securities
1
PROOF OF CLAIM FORM (ONLY FOR PREFERENCE SHARES)
HYFLUX LTD
(Company Registration No. 200002722Z)
(Incorporated in the Republic of Singapore on 31 March 2000)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for
considering and voting on a compromise or arrangement under the Companies Act (Cap. 50)
(“Scheme Meeting(s)”)
involving the
S$400,000,000 8.00 per cent. Class A Cumulative Preference Shares (ISIN: SG2D17969577)
(the "Preference Shares") issued by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING
THIS FORM
Only persons who are shown in the records of the Central Depository Pte Ltd (“CDP”) as a holder
of the Preference Shares ("Direct Participant") may file this proof of claim ("Proof").
Beneficial owners of Preference Shares held, directly or indirectly, by a Direct Participant
(“Beneficial Owners”) who wish to file a proof must contact such Direct Participant and instruct
such Direct Participant to file the Proof on the Beneficial Owner’s behalf. In all cases, Beneficial
Owners should be aware that earlier deadlines may be imposed by such Direct Participant.
1. Particulars of Direct Participant:
Name# IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if
any)
# Only a person who has opened and maintains a securities account shown in the records of CDP as a
holder of such Preference Shares may file a proof.
2
2. Particulars of holdings in respect of the Preference Shares and any other claims asserted in
relation to the Preference Shares:
3.
S/N Date of purchase of
Preference
Shares##
Details of holdings/number of Preference
Shares held#
Amount Claimed
(principal)
1.
2.
3.
# Please enclose or attach copies of documents reflecting your holdings. If any other claims are asserted
against the Company please enclose or attach copies of documents substantiating the claim. Alternatively,
by completing and returning this Proof, you authorise the Company to access the CDP register for the
purposes of verifying your holdings of the Preference Shares. The onus is on you to prove your holdings
and/or other claims. Failure to do so may result in the claim being rejected by the Chairman of the Scheme
Meeting(s).
## The amount claimed should be the full principal of the Preference Shares held by you and any other
amounts (including interest) claimed by you against the Company until 25 March 2019.
4. The completed Proof (with the relevant supporting documents) can be submitted in either hard
copy or via email to [email protected]. Hard copy Proof is to be sent to: Hyflux Ltd,
Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
5. The deadline for submission of the completed Proof (with relevant supporting documents) is
5.00p.m. on Friday, 1 March 2019.
6. I/We declare that to the best of my knowledge and belief, the Company owes the obligations
set out in paragraph 2 above to me/the party set out in paragraph 1 above.
Dated the day of 2019.
Signature
……………………………………………......
3
NOTES:
1 If any person with a claim or any holdings in respect of the Preference Shares does not submit this Proof
or incorrectly files a Proof, the proposed chairman of the Scheme Meeting(s) will admit, for the purpose of
the Scheme Meeting(s), a claim based on the holdings reflected in the records of the CDP as of 25 March
2019 for the Preference Shares.
2 The records of CDP as of 25 March 2019 shall constitute conclusive and binding evidence for all purposes
(including, without limitation, for the purposes of assessing the principal amount of Perpetual Securities
held by each Direct Participant which will be admitted by the Company and Chairman of the Scheme
Meeting(s)).
3 A separate form for purpose of instructions on voting will be provided to the holders of the Preference
Shares in relation to the Scheme Meeting(s).
4 By submitting this form, you represent, warrant and undertake to the Company and/or the Chairman of
the Scheme Meeting(s) that any personal data of any individual provided has been obtained with such
individual’s consent and hereby consents on behalf of such individual to the collection, processing, use
and disclosure of his/her personal data by the Company and/or the Chairman of the Scheme Meeting(s)
(and any of their respective officers), in each case, in accordance with the provisions of the Singapore
Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal
data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the holding ofthe Scheme Meeting(s). For the purposes hereunder, "personal data" has the meaning ascribed to it in
the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
4
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949Reminder
Please ensure that you have submitted the items below by indicating √ against the items below:
Completed Proof of Claim form:
with supporting documents AND/OR
authorising the Company to access the CDP register for the purposes of verifying holdings of
the Preference Shares
1
PROOF OF CLAIM FORM (TRADE CREDITORS)
HYFLUX LTD
(Company Registration No. 200002722Z)
(Incorporated in the Republic of Singapore on 31 March 2000)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for considering and voting on a compromise or arrangement
under the Companies Act (Cap. 50) (“Scheme Meeting(s)”) involving obligations owed by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING THIS FORM
1. Particulars of party filing proof:
Name IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if any) #
# Please indicate reference number to be quoted for future correspondence in relation to this matter with the Company, Chairman of the Scheme Meeting(s) and/or
any relevant representative or appointed person in relation to the Scheme Meeting(s).
2
2. Particulars of claim(s) against the Company:
S/N Date claim arose
(eg, date services
were contracted,
date work was
done, date goods
were delivered etc)###
Payment due date
(eg, date of invoice)
Brief details of claim(s)## Project in respect of which
the claim is made
Amount claimed
1.
2.
3.
3
4.
Total:
## Please enclose or attach copies of documents substantiating the amounts claimed when filing this form. The onus is upon the party claiming payment to prove the
amounts claimed. Failure to do so may result in the claim being rejected by the Chairman of the Scheme Meeting(s).
### Only claims arising prior to 22 May 2018 (regardless of invoice date or when payment is claimed) are to be listed in this proof of claim (“Pre-Moratorium Claims”).
The amount(s) asserted in respect of the Pre-Moratorium Claims (including interest) should be calculated up to the cut-off date of 25 March 2019.
3. The completed proof of claim (with the relevant supporting documents) can be submitted in either hard copy or via email to [email protected].
Hard copy proof of claim is to be sent to: Hyflux Ltd, Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
4. The deadline for submission of the completed proof of claim (with relevant supporting documents) is 5.00p.m. on Friday, 1 March 2019.
5. I/We declare that to the best of my knowledge and belief, the Company owes the party set out in paragraph 1 above the amounts set out in paragraph
2 above.
Dated the day of 2019.
Signature
……………………………………………......
4
NOTES:
1 A separate form for purpose of instructions on voting will be provided to the parties whose claims are admitted in relation to the Scheme Meeting(s).
2 By submitting this form, you represent, warrant and undertake to the Company and/or the Chairman of the Scheme Meeting(s) that any personal data of any individual
provided has been obtained with such individual’s consent and hereby consents on behalf of such individual to the collection, processing, use and disclosure of his/her
personal data by the Company and/or the Chairman of the Scheme Meeting(s) (and any of their respective officers), in each case, in accordance with the provisions of
the Singapore Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal data shall survive death, incapacity, bankruptcyor insolvency of any such individual and the holding of the Scheme Meeting(s). For the purposes hereunder, "personal data" has the meaning ascribed to it in the
Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
5
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949
1
PROOF OF CLAIM FORM (FOR BANKS AND CONTINGENT CLAIMANTS)
HYDROCHEM (S) PTE. LTD.
(Company Registration No. UEN No. 198902670Z)
(Incorporated in the Republic of Singapore on 30 June 1989)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for
considering and voting on a compromise or arrangement under the Companies Act (Cap. 50)
(“Scheme Meeting(s)”)
involving the obligations owed by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING
THIS FORM
1. Particulars of party filing proof in relation to Scheme Meeting(s):
Name IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if
any) #
# Please indicate reference number to be quoted for future correspondence in relation to this matter with
the Company, Chairman of the Scheme Meeting(s) and/or any relevant representative or appointed
person in relation to the Scheme Meeting(s).
2. Particulars of claim(s) against the Company:
S/N Date claim
arose ###
Payment due
date
Brief details of claim(s)## Currency Amount
Claimed
1.
2.
2
3.
4.
Total:
## Please enclose or attach copies of documents substantiating the amounts claimed when filing this form.
The onus is upon the party claiming payment to prove the amounts claimed. Failure to do so may result
in the claim being rejected by the Chairman of the Scheme Meeting(s).
### The amount claimed shall be for all claims against the Company as at 25 March 2019 (including interest).
3. The completed proof of claim (with the relevant supporting documents) can be submitted in
either hard copy or via email to [email protected]. Hard copy proof of claim is to be sent
to: Hyflux Ltd, Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
4. The deadline for submission of the completed proof of claim (with relevant supporting
documents) is 5.00p.m. on Friday, 1 March 2019.
5. I/We declare that to the best of my knowledge and belief, the Company owes the party set out
in paragraph 1 above the obligations set out in paragraph 2 above.
Dated the day of 2019.
Signature:
……………………………………………......
3
NOTES:
1 A separate form for purpose of instructions on voting will be provided to the parties whose claims are
admitted in relation to the Scheme Meeting(s).
2 Please enclose or attach copies of documents substantiating the obligation claimed when filing this form.
The onus is upon the party claiming to be owed an obligation to prove the obligation claimed. Failure to
substantiate the obligations may result in the claim being rejected by the Chairman of the Scheme
Meeting(s).
3 By submitting this form, you represent, warrant and undertake to the Company and/or the Chairman of
the Scheme Meeting(s) that any personal data of any individual provided has been obtained with such
individual’s consent and hereby consents on behalf of such individual to the collection, processing, use
and disclosure of his/her personal data by the Company and/or the Chairman of the Scheme Meeting(s)
(and any of their respective officers), in each case, in accordance with the provisions of the Singapore
Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal
data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the holding ofthe Scheme Meeting(s). For the purposes hereunder, "personal data" has the meaning ascribed to it in
the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
4
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949
1
PROOF OF CLAIM FORM (TRADE CREDITORS)
HYDROCHEM (S) PTE LTD
(Company Registration No. 198902670Z)
(Incorporated in the Republic of Singapore on 30 June 1989)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for considering and voting on a compromise or arrangement
under the Companies Act (Cap. 50) (“Scheme Meeting(s)”) involving obligations owed by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING THIS FORM
1. Particulars of party filing proof:
Name IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if
required) #
# Please indicate reference number to be quoted for future correspondence in relation to this matter with the Company, Chairman of the Scheme Meeting(s) and/or any
relevant representative or appointed person in relation to the Scheme Meeting(s).
2
2. Particulars of claim(s) against the Company:
S/N Date claim arose
(eg, date services
were contracted,
date work was
done, date goods
were delivered etc)###
Payment due date
(eg, date of invoice)
Brief details of claim(s)## Project in respect of which
the claim is made
Amount claimed
1.
2.
3.
3
4.
Total:
## Please enclose or attach copies of documents substantiating the amounts claimed when filing this form. The onus is upon the party claiming payment to prove the
amounts claimed. Failure to do so may result in the claim being rejected by the Chairman of the Scheme Meeting(s).
### Only claims arising prior to 22 May 2018 (regardless of invoice date or when payment is claimed) are to be listed in this this proof of claim (“Pre-Moratorium Claims”).
The amount(s) asserted in respect of the Pre-Moratorium Claims (including interest) should be calculated up to the cut-off date of 25 March 2019.
3. The completed proof of claim (with the relevant supporting documents) can be submitted in either hard copy or via email to [email protected].
Hard copy proof of claim is to be sent to: Hydrochem (S) Pte. Ltd., Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
4. The deadline for submission of the completed proof of claim (with relevant supporting documents) is 5.00p.m. on Friday, 1 March 2019.
5. I/We declare that to the best of my knowledge and belief, the Company owes the party set out in paragraph 1 above the amounts set out in paragraph
2 above.
Dated the day of 2019.
Signature
……………………………………………......
4
NOTES:
1 A separate form for purpose of instructions on voting will be provided to the parties whose claims are admitted in relation to the Scheme Meeting(s).
2 By submitting this form, you represent, warrant and undertake to the Company and/or the Chairman of the Scheme Meeting(s) that any personal data of any individual
provided has been obtained with such individual’s consent and hereby consents on behalf of such individual to the collection, processing, use and disclosure of his/her
personal data by the Company and/or the Chairman of the Scheme Meeting(s) (and any of their respective officers), in each case, in accordance with the provisions of
the Singapore Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal data shall survive death, incapacity, bankruptcyor insolvency of any such individual and the holding of the Scheme Meeting(s). For the purposes hereunder, "personal data" has the meaning ascribed to it in the
Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
5
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949
1
PROOF OF CLAIM FORM (FOR BANKS AND CONTINGENT CLAIMANTS)
HYFLUX MEMBRANE MANUFACTURING (S) PTE. LTD.
(Company Registration No. UEN No. 200702494M)
(Incorporated in the Republic of Singapore on 12 February 2007)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for
considering and voting on a compromise or arrangement under the Companies Act (Cap. 50)
(“Scheme Meeting(s)”)
involving the obligations owed by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING
THIS FORM
1. Particulars of party filing proof in relation to Scheme Meeting(s):
Name IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if
any) #
# Please indicate reference number to be quoted for future correspondence in relation to this
matter with the Company, Chairman of the Scheme Meeting(s) and/or any relevant
representative or appointed person in relation to the Scheme Meeting(s).
2. Particulars of claim(s) against the Company:
S/N Date claim
arose ###
Payment due
date
Brief details of claim(s)## Currency Amount
Claimed
1.
2.
2
3.
4.
Total:
## Please enclose or attach copies of documents substantiating the amounts claimed when filing
this form. The onus is upon the party claiming payment to prove the amounts claimed. Failure
to do so may result in the claim being rejected by the Chairman of the Scheme Meeting(s).
### The amount claimed shall be for all claims against the Company as at 25 March 2019 (including
interest).
3. The completed proof of claim (with the relevant supporting documents) can be submitted in
either hard copy or via email to [email protected]. Hard copy proof of claim is to be sent
to: Hyflux Ltd, Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
4. The deadline for submission of the completed proof of claim (with relevant supporting
documents) is 5.00p.m. on Friday, 1 March 2019.
5. I/We declare that to the best of my knowledge and belief, the Company owes the party set out
in paragraph 1 above the obligations set out in paragraph 2 above.
Dated the day of 2019.
Signature:
……………………………………………......
3
NOTES:
1 A separate form for purpose of instructions on voting will be provided to the parties whose
claims are admitted in relation to the Scheme Meeting(s).
2 Please enclose or attach copies of documents substantiating the obligation claimed when filing
this form. The onus is upon the party claiming to be owed an obligation to prove the obligation
claimed. Failure to substantiate the obligations may result in the claim being rejected by the
Chairman of the Scheme Meeting(s).
3 By submitting this form, you represent, warrant and undertake to the Company and/or the
Chairman of the Scheme Meeting(s) that any personal data of any individual provided has been
obtained with such individual’s consent and hereby consents on behalf of such individual to the
collection, processing, use and disclosure of his/her personal data by the Company and/or the
Chairman of the Scheme Meeting(s) (and any of their respective officers), in each case, in
accordance with the provisions of the Singapore Personal Data Protection Act 2012 (No. 26 of
2012). Any consent given hereunder in relation to personal data shall survive death, incapacity,
bankruptcy or insolvency of any such individual and the holding of the Scheme Meeting(s). For
the purposes hereunder, "personal data" has the meaning ascribed to it in the Singapore
Personal Data Protection Act 2012 (No. 26 of 2012).
4
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949
1
PROOF OF CLAIM FORM (TRADE CREDITORS)
HYFLUX MEMBRANE MANUFACTURING (S) PTE. LTD.
(Company Registration No. UEN No. 200702494M)
(Incorporated in the Republic of Singapore on 12 February 2007)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for considering and voting on a compromise or arrangement
under the Companies Act (Cap. 50) (“Scheme Meeting(s)”) involving obligations owed by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING THIS FORM
1. Particulars of party filing proof:
Name IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if
required) #
# Please indicate reference number to be quoted for future correspondence in relation to this matter with the Company, Chairman of the Scheme Meeting(s) and/or
any relevant representative or appointed person in relation to the Scheme Meeting(s).
2
2. Particulars of claim(s) against the Company:
S/N Date claim arose
(eg, date services
were contracted,
date work was
done, date goods
were delivered etc)###
Payment due date
(eg, date of invoice)
Brief details of claim(s)## Project in respect of which
the claim is made
Amount claimed
1.
2.
3.
3
4.
Total:
## Please enclose or attach copies of documents substantiating the amounts claimed when filing this form. The onus is upon the party claiming payment to prove
the amounts claimed. Failure to do so may result in the claim being rejected by the Chairman of the Scheme Meeting(s).
### Only claims arising prior to 22 May 2018 (regardless of invoice date or when payment is claimed) are to be listed in this proof of claim (“Pre-Moratorium
Claims”). The amount(s) asserted in respect of the Pre-Moratorium Claims (including interest) should be calculated up to the cut-off date of 25 March 2019.
3. The completed proof of claim (with the relevant supporting documents) can be submitted in either hard copy or via email to [email protected].
Hard copy proof of claim is to be sent to: Hyflux Ltd, Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
4. The deadline for submission of the completed proof of claim (with relevant supporting documents) is 5.00p.m. on Friday, 1 March 2019.
5. I/We declare that to the best of my knowledge and belief, the Company owes the party set out in paragraph 1 above the amounts set out in paragraph
2 above.
Dated the day of 2019.
Signature
……………………………………………......
4
NOTES:
1 A separate form for purpose of instructions on voting will be provided to the parties whose claims are admitted in relation to the Scheme Meeting(s).
2 By submitting this form, you represent, warrant and undertake to the Company and/or the Chairman of the Scheme Meeting(s) that any personal data of any individual
provided has been obtained with such individual’s consent and hereby consents on behalf of such individual to the collection, processing, use and disclosure of his/her
personal data by the Company and/or the Chairman of the Scheme Meeting(s) (and any of their respective officers), in each case, in accordance with the provisions of
the Singapore Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal data shall survive death, incapacity, bankruptcyor insolvency of any such individual and the holding of the Scheme Meeting(s). For the purposes hereunder, "personal data" has the meaning ascribed to it in the
Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
5
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949
1
PROOF OF CLAIM FORM (FOR BANKS AND CONTINGENT CLAIMANTS)
HYFLUX ENGINEERING PTE LTD
(Company Registration No. 200009792D)
(Incorporated in the Republic of Singapore on 18 November 2000)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for
considering and voting on a compromise or arrangement under the Companies Act (Cap. 50)
(“Scheme Meeting(s)”)
involving the obligations owed by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING
THIS FORM
1. Particulars of party filing proof in relation to Scheme Meeting(s):
Name IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if
any) #
# Please indicate reference number to be quoted for future correspondence in relation to this matter with
the Company, Chairman of the Scheme Meeting(s) and/or any relevant representative or appointed
person in relation to the Scheme Meeting(s).
2. Particulars of claim(s) against the Company:
S/N Date claim
arose ###
Payment due
date
Brief details of claim(s)## Currency Amount
Claimed
1.
2.
2
3.
4.
Total:
## Please enclose or attach copies of documents substantiating the amounts claimed when filing this form.
The onus is upon the party claiming payment to prove the amounts claimed. Failure to do so may result
in the claim being rejected by the Chairman of the Scheme Meeting(s).
### The amount claimed shall be for all claims against the Company as at 25 March 2019 (including interest).
3. The completed proof of claim (with the relevant supporting documents) can be submitted in
either hard copy or via email to [email protected]. Hard copy proof of claim is to be sent
to: Hyflux Ltd, Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
4. The deadline for submission of the completed proof of claim (with relevant supporting
documents) is 5.00p.m. on Friday, 1 March 2019.
5. I/We declare that to the best of my knowledge and belief, the Company owes the party set out
in paragraph 1 above the obligations set out in paragraph 2 above.
Dated the day of 2019.
Signature:
……………………………………………......
3
NOTES:
1 A separate form for purpose of instructions on voting will be provided to the parties whose claims are
admitted in relation to the Scheme Meeting(s).
2 Please enclose or attach copies of documents substantiating the obligation claimed when filing this form.
The onus is upon the party claiming to be owed an obligation to prove the obligation claimed. Failure to
substantiate the obligations may result in the claim being rejected by the Chairman of the Scheme
Meeting(s).
3 By submitting this form, you represent, warrant and undertake to the Company and/or the Chairman of
the Scheme Meeting(s) that any personal data of any individual provided has been obtained with such
individual’s consent and hereby consents on behalf of such individual to the collection, processing, use
and disclosure of his/her personal data by the Company and/or the Chairman of the Scheme Meeting(s)
(and any of their respective officers), in each case, in accordance with the provisions of the Singapore
Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal
data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the holding ofthe Scheme Meeting(s). For the purposes hereunder, "personal data" has the meaning ascribed to it in
the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
4
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949
1
PROOF OF CLAIM FORM (TRADE CREDITORS)
HYFLUX ENGINEERING PTE LTD
(Company Registration No. 200009792D)
(Incorporated in the Republic of Singapore on 18 November 2000)
(the "Company")
For use in connection with the notice published on 1 February 2019 for meeting(s) to be held for considering and voting on a compromise or arrangement
under the Companies Act (Cap. 50) (“Scheme Meeting(s)”) involving obligations owed by the Company.
PLEASE REFER TO THE NOTES SET OUT AT THE END OF THIS FORM WHEN COMPLETING THIS FORM
1. Particulars of party filing proof:
Name IC/Passport number /
Company/Business
registration number
Address Contact
number(s)
address:
Reference
number (if
required) #
# Please indicate reference number to be quoted for future correspondence in relation to this matter with the Company, Chairman of the Scheme Meeting(s) and/or
any relevant representative or appointed person in relation to the Scheme Meeting(s).
2
2. Particulars of claim(s) against the Company:
S/N Date claim arose
(eg, date services
were contracted,
date work was
done, date goods
were delivered etc)###
Payment due date
(eg, date of invoice)
Brief details of claim(s)## Project in respect of which
the claim is made
Amount claimed
1.
2.
3.
3
4.
Total:
## Please enclose or attach copies of documents substantiating the amounts claimed when filing this form. The onus is upon the party claiming payment to prove
the amounts claimed. Failure to do so may result in the claim being rejected by the Chairman of the Scheme Meeting(s).
### Only claims arising prior to 22 May 2018 (regardless of invoice date or when payment is claimed) are to be listed in this proof of claim (“Pre-Moratorium Claims”).
The amount(s) asserted in respect of the Pre-Moratorium Claims (including interest) should be calculated up to the cut-off date of 25 March 2019.
3. The completed proof of claim (with the relevant supporting documents) can be submitted in either hard copy or via email to [email protected].
Hard copy proof of claim is to be sent to: Hyflux Ltd, Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.
4. The deadline for submission of the completed proof of claim (with relevant supporting documents) is 5.00p.m. on Friday, 1 March 2019.
5. I/We declare that to the best of my knowledge and belief, the Company owes the party set out in paragraph 1 above the amounts set out in paragraph
2 above.
Dated the day of 2019.
Signature
……………………………………………......
4
NOTES:
1 A separate form for purpose of instructions on voting will be provided to the parties whose claims are admitted in relation to the Scheme Meeting(s).
2 By submitting this form, you represent, warrant and undertake to the Company and/or the Chairman of the Scheme Meeting(s) that any personal data of any individual
provided has been obtained with such individual’s consent and hereby consents on behalf of such individual to the collection, processing, use and disclosure of his/her
personal data by the Company and/or the Chairman of the Scheme Meeting(s) (and any of their respective officers), in each case, in accordance with the provisions of
the Singapore Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given hereunder in relation to personal data shall survive death, incapacity, bankruptcyor insolvency of any such individual and the holding of the Scheme Meeting(s). For the purposes hereunder, "personal data" has the meaning ascribed to it in the
Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
5
STAMP
PROOF OF CLAIM
NAME: ______________________________________
Hyflux Ltd
Hyflux Innovation Centre
80 Bendemeer Road
Singapore 339949
HYFLUX LTD.
(Company Registration No. 200002722Z)
(Incorporated in the Republic of Singapore on 31 March 2000)
(the "Company")
PROXY FORM FOR SCHEME MEETING
TO BE USED ONLY BY BANK LENDERS (AS DEFINED HEREIN)
Note: Please refer to the Company's notice of a scheme meeting ("Scheme Meeting") of the banks and
other financial institutions who are lenders to Hyflux Ltd of the Facilities to be held at Hyflux Innovation
Centre, 80 Bendemeer Road, Singapore 339949 (or such other place as may be notified by
announcement on SGXNet) on 5 April 2019 at 12 noon and at any adjournment thereof, for the purpose
of considering and, if thought fit, approving (with or without modification) the scheme of arrangement
(the "Scheme") referred to in the said notice convening the Scheme Meeting.
(This form is to be completed only by a Bank Lender, which includes all Facilities Lenders and KfW.
See Note 1 below.)
Capitalised terms used herein but not defined shall have the meanings given to them in the Notice of
Scheme Meeting dated 22 February 2019.
DETAILS OF BANK LENDER
We, the undersigned, being a holder of the Facilities debt owed by the Company under the
_____________________________________________________ [describe name of facility
agreement/letter of offer etc] dated ______________________________ [date of facility
agreement/letter of offer etc] entered into between [among others ][delete for bilateral facilities]
ourselves, as lender and the Company, [as borrower], hereby appoint the following as our proxy (the
“Proxy”) to attend the Scheme Meeting or any adjournment thereof:
(See Note 2)
DETAILS OF PROXY
(Note: You can appoint only one proxy. If you leave this section blank, the Chairman of the Scheme
Meeting will act as your proxy)
Name Address NRIC / Passport No. ^
or failing *him/her, the Chairman of the Scheme Meeting ("Chairman"), as our proxy to attend and to
vote for us on our behalf at the Scheme Meeting, and at such Scheme Meeting (or at any adjournment
thereof) to vote for us and in our name(s) as indicated below, and if no such indication is given, as our
proxy thinks fit.
^ The Proxy is to present his/her passport (if he/she is not a Singapore citizen) or Singapore National
Registration Identity Card (if he/she is a Singapore citizen or a Singapore permanent resident holding a
blue Singapore National Registration Identity Card) immediately prior to the Scheme Meeting to gain entry
to the Scheme Meeting
2
We acknowledge that the appointment of such Proxy is (subject to Notes 3 and 9 below) neither
revocable nor subject to amendments after 12 noon (Singapore time) on 2 April 2019, which is the
Expiration Time (as defined in Note 6 below).
VOTE
The Proxy is authorised only to vote on our behalf in favour of (“FOR”) or against (“AGAINST”) the
Scheme as hereunder indicated (by a √ mark).
Note: If you leave both boxes blank, your proxy will have complete discretion as to how to vote on your
behalf and such vote, once cast by your proxy, will be binding on you. Where your proxy is the Chairman
and you leave both boxes blank, such vote will be cast FOR the Scheme (for the avoidance of doubt, if
the Chairman is your proxy and you have voted AGAINST the Scheme, such vote will be cast AGAINST
the Scheme). DO NOT TICK IN BOTH BOXES AS THIS WILL INVALIDATE YOUR VOTE.
FOR (Please indicate with a tick ()) OR AGAINST (Please indicate with a tick ())
3
Notes to Proxy Form:
1 This form is to be completed only by Bank Lender. A “Bank Lender” is a bank or other financial institution
that has granted Facilities to the Company under a club or syndicated facilities agreement, and KfW. Each
such bank or financial institution should complete this form individually.
2 A Bank Lender may only appoint a natural person or the Chairman as a proxy, and may only appoint one
such person or the Chairman as a proxy.
3 The appointment of a proxy does not preclude the Bank Lender from attending and voting at the Scheme
Meeting. If a Bank Lender attends the Scheme Meeting in person, its proxy appointment shall be deemed
to be revoked, and the Chairman reserves the right to refuse to admit such proxy to the Scheme Meeting.
4 A Bank Lender may authorise by resolution of its directors or other governing body such person as it
thinks fit to act as its representative in accordance with its constitutional documents or may under its
constitutional documents grant a power of attorney to such person as it thinks fit powers to act as its
representative or may have in force a standing authorisation under a pre-existing power of attorney.
Attendance by any such representative will be considered as attendance by the Bank Lender in person.
5 Any alteration made in this Proxy Form must be initialled by each signatory of the appointor who executes
this Proxy Form.
6 This Proxy Form (together with the power of attorney or board resolution (or a certified copy thereof), if
any, under which it is signed), must be deposited at the office of the Company’s meeting agent, BoardroomCorporate & Advisory Services Pte. Ltd. (the "Meeting Agent"), at 50 Raffles Place #32-01 Singapore
Land Tower, Singapore 048623, not less than 72 hours before the time appointed for holding the SchemeMeeting (the “Expiration Time”).
7 This Proxy Form must (a) have the common seal of the appointor affixed hereto, (b) be executed under
section 41B of the Companies Act, (c) be executed under the hand and personal seal (as indicated below)
of the appointor’s duly authorised attorney, or (d) (if the appointor is not a company incorporated in
Singapore) be properly executed as a deed in accordance with the laws of its jurisdiction of incorporation.
If the appointor does not have a common seal, this Proxy Form must be executed in the manner set out
in the appointor’s constitutional documents or the relevant legislation for the execution of documents as a
deed. Where this Proxy Form is executed by the appointor’s duly authorised attorney, sufficient evidence
of the attorney’s due authority must accompany this Proxy Form and be deposited herewith before the
time stipulated at Note 6 above.
8 The Chairman shall be entitled to reject this Proxy Form if it is incomplete, improperly completed,
unexecuted or improperly executed, illegible, or where in the Chairman’s opinion the true intentions of the
appointor are not ascertainable from the instructions of the appointor specified in this Proxy Form, or if
this Proxy Form is not received by the Meeting Agent within the time specified in or in accordance with
Note 6 above.
9 A Bank Lender who has already submitted a Proxy Form to the Meeting Agent may only subsequently
revoke (subject to the revocation of proxy set out in Note 3 above) or amend such Proxy Form by
submitting a new Proxy Form to the Meeting Agent not later than the Expiration Time. In that case, the
Meeting Agent shall disregard the previous Proxy Form(s) and refer only to the last Proxy Form received.
10 Bank Lenders who submit this Proxy Form represent, warrant and undertake to the Company, the Meeting
Agent and the Chairman that any personal data of any individual provided has been obtained with such
individual’s consent and hereby consents on behalf of such individual to the collection, processing, use
and disclosure of his/her personal data by the Company, the Chairman or the Meeting Agent (and any of
their respective officers, employees or advisers), in each case, in accordance with the terms of the
Scheme and the provisions of the Singapore Personal Data Protection Act 2012 (No. 26 of 2012). Any
consent given hereunder in relation to personal data shall survive death, incapacity, bankruptcy or
insolvency of any such individual and the termination or expiration of the Scheme. For the purposeshereunder, "personal data" has the meaning ascribed to it in the Singapore Personal Data Protection Act
2012 (No. 26 of 2012).
4
Dated the day of 2019.
EITHER [to be used where executed under common seal of the appointor]
The COMMON SEAL of )
[the Bank Lender] )
was hereunto affixed )
in the presence of: )
_________________________________
Director
Name: [Name of Director]
_________________________________
Director/Secretary
Name: [Name of Director/Secretary]
OR [to be used where executed under section 41B of the Companies Act]
Executed as a deed by )
[the Bank Lender] )
in accordance with )
Section 41B of the Companies Act (Cap. 50) )
______________________________________
Director
Name: [Name of Director]
______________________________________
Director/Secretary/Witness
Name: [Name of Director/Secretary/Witness]
OR [to be used where executed under the hand and personal seal of the appointor’s duly authorised
attorney]
SIGNED, SEALED and DELIVERED )
by [attorney name] )
as attorney acting on behalf of ) ……………………………
[the Bank Lender] )
in the presence of: )
……………………………………………......
[name of witness]* Execution block to be in accordance with the laws of the jurisdiction of incorporation of the Bank Lender.
HYFLUX LTD.
(Company Registration No. 200002722Z)
(Incorporated in the Republic of Singapore on 31 March 2000)
(the "Company")
PROXY FORM FOR SCHEME MEETING
TO BE USED ONLY BY CONTINGENT CLAIMANTS OR OTHER CLAIMANTS
Note: Please refer to the Company's notice of a scheme meeting ("Scheme Meeting") of the Contingent
Claimants of Hyflux Ltd to be held at Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949
(or such other place as may be notified by announcement on SGXNet) on 5 April 2019 at 12 noon and
at any adjournment thereof, for the purpose of considering and, if thought fit, approving (with or without
modification) the scheme of arrangement (the "Scheme") referred to in the said notice convening the
Scheme Meeting.
(This form is to be completed only by a Contingent Claimant OR Other Claimant. See Note 1 below.)
Capitalised terms used herein but not defined shall have the meanings given to them in the Notice of
Scheme Meeting dated 22 February 2019.
DETAILS OF CONTINGENT CLAIMANT OR OTHER CLAIMANT
We, the undersigned, being a Contingent Claimant of the Company under the
_____________________________________________________ [describe name of facility
agreement/letter of offer/guarantee/letter of credit/other contract etc] dated
______________________________ [date of facility agreement/letter of offer/guarantee/letter of
credit/other contract etc] entered into between [among others ][delete for bilateral facilities] ourselves,
as lender and the Company, as [guarantor/applicant/borrower], hereby appoint the following as our
proxy (the “Proxy”) to attend the Scheme Meeting or any adjournment thereof:
(See Note 2)
DETAILS OF PROXY
(Note: You can appoint only one proxy. If you leave this section blank, the Chairman of the Scheme
Meeting will act as your proxy)
Name Address NRIC / Passport No. ^
or failing *him/her, the Chairman of the Scheme Meeting ("Chairman"), as our proxy to attend and to
vote for us on our behalf at the Scheme Meeting, and at such Scheme Meeting (or at any adjournment
thereof) to vote for us and in our name(s) as indicated below, and if no such indication is given, as our
proxy thinks fit.
^ The Proxy is to present his/her passport (if he/she is not a Singapore citizen) or Singapore National
Registration Identity Card (if he/she is a Singapore citizen or a Singapore permanent resident holding a
blue Singapore National Registration Identity Card) immediately prior to the Scheme Meeting to gain entry
to the Scheme Meeting
2
We acknowledge that the appointment of such Proxy is (subject to Notes 3 and 9 below) neither
revocable nor subject to amendments after 12 noon (Singapore time) on 2 April 2018, which is the
Expiration Time (as defined in Note 6 below).
VOTE
The Proxy is authorised only to vote on our behalf in favour of (“FOR”) or against (“AGAINST”) the
Scheme as hereunder indicated (by a √ mark).
Note: If you leave both boxes blank, your proxy will have complete discretion as to how to vote on your
behalf and such vote, once cast by your proxy, will be binding on you. Where your proxy is the Chairman
and you leave both boxes blank, such vote will be cast FOR the Scheme (for the avoidance of doubt, if
the Chairman is your proxy and you have voted AGAINST the Scheme, such vote will be cast AGAINST
the Scheme). DO NOT TICK IN BOTH BOXES AS THIS WILL INVALIDATE YOUR VOTE.
FOR (Please indicate with a tick ()) OR AGAINST (Please indicate with a tick ())
3
Notes to Proxy Form:
1 This form is to be completed only by a Contingent Claimant or Other Claimant. Where a Contingent
Claimant or Other Claimant is a bank or other financial institution that has granted Facilities (from which
the Contingent Claim or Other Claim arises) to the Company under a club or syndicated facilities
agreement, and each such bank or financial institution should complete this form individually.
2 A Contingent Claimant or Other Claimant may only appoint a natural person or the Chairman as a proxy,
and may only appoint one such person or the Chairman as a proxy.
3 The appointment of a proxy does not preclude the Contingent Claimant from attending and voting at the
Scheme Meeting. If a Contingent Claimant or Other Claimant attends the Scheme Meeting in person, its
proxy appointment shall be deemed to be revoked, and the Chairman reserves the right to refuse to admit
such proxy to the Scheme Meeting.
4 A Contingent Claimant or Other Claimant may authorise by resolution of its directors or other governing
body such person as it thinks fit to act as its representative in accordance with its constitutional documents
or may under its constitutional documents grant a power of attorney to such person as it thinks fit powers
to act as its representative or may have in force a standing authorisation under a pre-existing power of
attorney. Attendance by any such representative will be considered as attendance by the Contingent
Claimant or Other Claimant in person.
5 Any alteration made in this Proxy Form must be initialled by each signatory of the appointor who executes
this Proxy Form.
6 This Proxy Form (together with the power of attorney or board resolution (or a certified copy thereof), if
any, under which it is signed), must be deposited at the office of the Company’s meeting agent, BoardroomCorporate & Advisory Services Pte. Ltd. (the "Meeting Agent"), at 50 Raffles Place #32-01 Singapore
Land Tower, Singapore 048623, not less than 72 hours before the time appointed for holding the SchemeMeeting (the “Expiration Time”).
7 This Proxy Form must (a) have the common seal of the appointor affixed hereto, (b) be executed under
section 41B of the Companies Act, (c) be executed under the hand and personal seal (as indicated below)
of the appointor’s duly authorised attorney, or (d) (if the appointor is not a company incorporated in
Singapore) be properly executed as a deed in accordance with the laws of its jurisdiction of incorporation.
If the appointor does not have a common seal, this Proxy Form must be executed in the manner set out
in the appointor’s constitutional documents or the relevant legislation for the execution of documents as a
deed. Where this Proxy Form is executed by the appointor’s duly authorised attorney, sufficient evidence
of the attorney’s due authority must accompany this Proxy Form and be deposited herewith before the
time stipulated at Note 6 above.
8 The Chairman shall be entitled to reject this Proxy Form if it is incomplete, improperly completed,
unexecuted or improperly executed, illegible, or where in the Chairman’s opinion the true intentions of the
appointor are not ascertainable from the instructions of the appointor specified in this Proxy Form or if this
Proxy Form is not received by the Meeting Agent within the time specified in or in accordance with Note
6 above.
9 A Contingent Claimant or Other Claimant who has already submitted a Proxy Form to the Meeting Agent
may only subsequently revoke (subject to the revocation of proxy set out in Note 3 above) or amend such
Proxy Form by submitting a new Proxy Form to the Meeting Agent not later than the Expiration Time. In
that case, the Meeting Agent shall disregard the previous Proxy Form(s) and refer only to the last Proxy
Form received.
10 Contingent Claimants or Other Claimants who submit this Proxy Form represent, warrant and undertake
to the Company, the Meeting Agent and the Chairman that any personal data of any individual provided
has been obtained with such individual’s consent and hereby consents on behalf of such individual to the
collection, processing, use and disclosure of his/her personal data by the Company, the Chairman or the
Meeting Agent (and any of their respective officers, employees or advisers), in each case, in accordance
with the terms of the Scheme and the provisions of the Singapore Personal Data Protection Act 2012 (No.
26 of 2012). Any consent given hereunder in relation to personal data shall survive death, incapacity,
bankruptcy or insolvency of any such individual and the termination or expiration of the Scheme. For the
4
purposes hereunder, "personal data" has the meaning ascribed to it in the Singapore Personal Data
Protection Act 2012 (No. 26 of 2012).
5
Dated the day of 2019.
EITHER [to be used where executed under common seal of the appointor]
The COMMON SEAL of )
[the Contingent Claimant or Other Claimant] )
was hereunto affixed )
in the presence of: )
_________________________________
Director
Name: [Name of Director]
_________________________________
Director/Secretary
Name: [Name of Director/Secretary]
OR [to be used where executed under section 41B of the Companies Act]
Executed as a deed by )
[the Contingent Claimant or Other Claimant] )
in accordance with )
Section 41B of the Companies Act (Cap. 50) )
______________________________________
Director
Name: [Name of Director]
______________________________________
Director/Secretary/Witness
Name: [Name of Director/Secretary/Witness]
OR [to be used where executed under the hand and personal seal of the appointor’s duly authorised
attorney]
SIGNED, SEALED and DELIVERED )
by [attorney name] )
as attorney acting on behalf of ) ……………………………
[the Contingent Claimant or Other Claimant] )
in the presence of: )
……………………………………………......
[name of witness]* Execution block to be in accordance with the laws of the jurisdiction of incorporation of the Contingent Claimant or Other Claimant.
HYFLUX LTD.
(UEN: 200002722Z)
(Incorporated in the Republic of Singapore on 31 March 2000)
(the "Company")
PROXY FORM FOR SCHEME MEETING
TO BE USED ONLY BY
DEPOSITORS (AS REFLECTED IN THE CDP'S DEPOSITORY REGISTER)
HOLDING THE FOLLOWING SECURITIES OF THE COMPANY:
(1) S$100,000,000 4.25% NOTES DUE 2018 COMPRISED IN SERIES 008 (ISIN:
SG6Q70974010); AND/OR
(2) S$65,000,000 4.65% NOTES DUE 2019 COMPRISED IN SERIES 009 (ISIN:
SG6Q77974112); AND/OR
(3) S$100,000,000 4.20% NOTES DUE 2019 COMPRISED IN SERIES 010 (ISIN:
SG6W23985057)
(COLLECTIVELY, THE "NOTES")
Note: Please refer to the Company's notice of a scheme meeting ("Scheme Meeting") to be convened
in relation to the above-mentioned securities, to be held at Hyflux Innovation Centre, 80 Bendemeer
Road, Singapore 339949 (or such other place as may be notified by announcement on SGXNet) on 5
April 2019 at 12 noon and at any adjournment thereof, for the purpose of considering and, if thought fit,
approving (with or without modification) the scheme of arrangement (the "Scheme") referred to in the
said notice convening the Scheme Meeting.
Important:
1. This Proxy Form is only valid for use if you are a depositor (as defined in Section 81SF of the Securities andFutures Act (Chapter 289 of Singapore) ("SFA"), which excludes a sub-account holder) who has Notes entered
against your name in the Depository Register (as defined in Section 81SF of the SFA) of The CentralDepository (Pte) Limited ("CDP") as at 72 hours before the time appointed for holding the Scheme Meeting.
For the purposes of this form, such person is referred to as a "CDP Account Holder".
2. If you are not a CDP Account Holder, please do not use this Proxy Form. If you hold your interest in Notes
through a Relevant Intermediary and wish to attend and vote at the Scheme Meeting (as defined in Section
181 of the Companies Act (Chapter 50 of Singapore); see Note 1 below), you need to separately contact and
instruct such Relevant Intermediary to appoint you as its proxy.
3. If you are a CDP Account Holder who is not a Relevant Intermediary, please complete Parts A and B of this
form. You do not need to complete Part C.
4. If you are a CDP Account Holder who is a Relevant Intermediary, please complete Parts A and C of this
form. You do not need to complete Part B.
PART A
DETAILS OF CDP ACCOUNT HOLDER
*delete accordingly
*I/We ___________________________________(Name) _____________________(NRIC/Passport
No./UEN/Company Registration No.) of ________________________________________ (Address)
being a holder(s) of Notes as shown in the CDP Depository Register, hereby appoint the following-
named person:
DETAILS OF PROXY
(Note: You can appoint only one proxy unless you are a Relevant Intermediary. For Relevant
Intermediaries, please refer to Note 2 below for further instructions. If you leave this section blank, the
Chairman of the Scheme Meeting will act as your proxy.)
Name Address NRIC / Passport No. ^
or failing *him/her, the Chairman of the Scheme Meeting ("Chairman"), as *my/our proxy to attend and
to vote for *me/us on my/our behalf at the Scheme Meeting, and at such Scheme Meeting (or at any
adjournment thereof) to vote for *me/us and in *my/our name(s) as indicated below, and if no such
indication is given, as my/our* proxy thinks fit.
^ The Proxy is to present his/her passport (if he/she is not a Singapore citizen) or Singapore National
Registration Identity Card (if he/she is a Singapore citizen or a Singapore permanent resident holding a
blue Singapore National Registration Identity Card) immediately prior to the Scheme Meeting to gain entry
to the Scheme Meeting
*I/We acknowledge that the appointment of such Proxy is (subject to Notes 1 and 8 below) neither
revocable nor subject to amendments after 12 noon (Singapore time) on 2 April 2019, which is the
Expiration Time (as defined in Note 5 below).
PART B
TO BE COMPLETED BY ALL CDP ACCOUNT HOLDERS (WHO ARE NOT RELEVANT
INTERMEDIARIES)
(Note: Please leave this section blank if you are a Relevant Intermediary.)
Note: If you wish to exercise your votes "FOR" or "AGAINST" the Scheme, please indicate with a tick
() within the relevant box below. If you leave both boxes blank, your proxy will have complete discretion
as to how to vote on your behalf and such vote, once cast by your proxy, will be binding on you. Where
your proxy is the Chairman, and you leave both boxes blank, such vote will be cast FOR the Scheme
(for the avoidance of doubt, if the Chairman is your proxy and you have voted AGAINST the Scheme,
such vote will be cast AGAINST the Scheme). DO NOT TICK IN BOTH BOXES AS THIS WILL
INVALIDATE YOUR VOTE.
FOR (Please indicate with a tick ()) OR AGAINST (Please indicate with a tick ())
PART C
TO BE COMPLETED BY RELEVANT INTERMEDIARIES ONLY
(Note: Please leave this section blank if you are not a Relevant Intermediary, otherwise any information
inserted in this section will be disregarded. For Relevant Intermediaries that wish to appoint more than
one proxy, please refer to Note 2 below for further instructions and leave the below table blank.)
Please indicate the value of the Notes which you wish to vote each of "FOR" and "AGAINST" in each
box as appropriate. If you leave both boxes blank, your proxy will have complete discretion as to how
to vote on your behalf and such vote, once cast by your proxy, will be binding on you. Where your proxy
is the Chairman, and you leave both boxes blank, your entire vote will be cast FOR the Scheme (for the
avoidance of doubt, if the Chairman is your proxy and you have voted AGAINST the Scheme, such vote
will be cast AGAINST the Scheme).
FOR (Please indicate value)
Notes (state only principal amount):
AGAINST (Please indicate value)
Notes (state only principal amount):
Dated this day of ___________ day of ______________2019
______________________________________
Signature(s) of CDP Account Holder or Common Seal
Important: Please read notes overleaf carefully before completing this form.
Notes to Proxy Form:
1. A CDP Account Holder who is not a Relevant Intermediary (as defined below) entitled to attend and vote at
the Scheme Meeting is entitled to appoint only one (and not more than one) proxy to attend and vote instead
of him. A proxy need not be a CDP Account Holder. The appointment of a proxy by this Proxy Form shall not
preclude a CDP Account Holder from attending and voting in person at the Scheme Meeting. If a CDP Account
Holder attends the Scheme Meeting in person, his proxy appointment shall be deemed to be revoked, and the
Chairman reserves the right to refuse to admit such proxy to the Scheme Meeting.
"Relevant intermediary" as defined under Section 181 of the Companies Act (Chapter 50 of Singapore)
means:
(a) a banking corporation licensed under the Banking Act (Chapter 19 of Singapore) or a wholly-owned
subsidiary of such a banking corporation, whose business includes the provision of nominee services
and who holds shares in that capacity;
(b) a person holding a capital markets services licence to provide custodial services under the Securities
and Futures Act (Chapter 289 of Singapore) and who holds shares in that capacity; or(c) the Central Provident Fund Board ("CPF Board") established by the Central Provident Fund Act (Chapter
36 of Singapore), in respect of shares purchased under the subsidiary legislation made under that Act
providing for the making of investments from the contributions and interest standing to the credit of
members of the Central Provident Fund, if the CPF Board holds those shares in the capacity of an
intermediary pursuant to or in accordance with that subsidiary legislation.
2. A CDP Account Holder who is a Relevant Intermediary is entitled to appoint more than one proxy to attend
and vote at the Scheme Meeting instead of him, provided that each proxy (a) is a sub-account holder on whose
behalf such Relevant Intermediary holds Notes, and (b) is appointed to exercise the voting rights attached to
a different Note or Notes held by such Relevant Intermediary on his behalf. In relation to a Relevant
Intermediary who wishes to appoint more than one proxy, it should annex to this Proxy Form a full list of all of
the sub-account holders on whose behalf such Relevant Intermediary holds Notes, setting out in respect of
each proxy, the full name, address, NRIC/Passport Number/UEN/Company Registration Number and
proportion of the value of the Notes (in principal amount for Notes) in relation to which each such proxy has
been appointed.
3. This Proxy Form must be executed under the hand of the appointor or his attorney duly authorised in writing
or, where the Proxy Form is executed by a corporation, it must be executed either under its seal or under the
hand of an officer or attorney duly authorised. Any alteration made to the Proxy Form should be initialled by
each signatory of the person who signs this Proxy Form.
4. Each CDP Account Holder who is not a Relevant Intermediary and is entitled to attend and vote at the Scheme
Meeting, and who votes in person or by proxy at the Scheme Meeting may only cast all the votes it uses at the
Scheme Meeting in one way, namely either for or against.
5. This Proxy Form (together with the power of attorney or board resolution (or a certified copy thereof), if any,
under which it is signed), must be deposited at the office of the Company’s meeting agent, BoardroomCorporate & Advisory Services Pte. Ltd. (the "Meeting Agent"), at 50 Raffles Place #32-01 Singapore Land
Tower, Singapore 048623, not less than 72 hours before the time appointed for holding the Scheme Meeting(the "Expiration Time").
6. In the case of joint holders of Notes, any one of such persons may vote, but if more than one of such persons
be present at the Scheme Meeting, the person whose name stands first on the Depository Register shall alone
be entitled to vote.
7. The Chairman shall be entitled to reject this Proxy Form if it is incomplete, improperly completed, unexecuted
or improperly executed, illegible, or where in the Chairman’s opinion the true intentions of the appointor are
not ascertainable from the instructions of the appointor specified in this Proxy Form or if this Proxy Form is not
received by the Meeting Agent prior to the Expiration Time.
8. A CDP Account Holder who has already submitted a Proxy Form to the Meeting Agent may only subsequently
revoke (subject to the revocation of proxy set out in Note 1 above) or amend such Proxy Form by submitting
a new Proxy Form to the Meeting Agent not later than the Expiration Time. In that case, the Meeting Agent
shall disregard the previous Proxy Form(s) and refer only to the last Proxy Form received.
9. The Chairman may reject any Proxy Form lodged if: (a) the CDP Account Holder, being the appointor, is not
shown to have Notes entered against his name as an account holder or sub-account holder in the Depository
Register as certified by CDP; or (b) the proxy of a Relevant Intermediary is not shown to have Notes entered
against his name as a sub-account holder in such documentary evidence as may be required to be provided
by the respective Relevant Intermediary at the discretion of the Chairman, as at 72 hours before the time
appointed for holding the Scheme Meeting.
10. A CDP Account Holder who submits this Proxy Form represents, warrants and undertakes to the Company,
the Chairman and the Meeting Agent that any personal data of any individual provided has been obtained with
such individual’s consent and hereby consents on behalf of such individual to the collection, processing, use
and disclosure of his/her personal data by the Company, the Chairman or the Meeting Agent (and any of their
respective officers, employees or advisers), in each case, in accordance with the terms of the Scheme and
the provisions of the Singapore Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given
hereunder in relation to personal data shall survive death, incapacity, bankruptcy or insolvency of any suchindividual and the termination or expiration of the Scheme. For the purposes hereunder, "personal data" has
the meaning ascribed to it in the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
HYFLUX LTD.(UEN: 200002722Z)
(Incorporated in the Republic of Singapore on 31 March 2000)(the "Company")
PROXY FORM FOR SCHEME MEETING
TO BE USED ONLY BY
DEPOSITORS (AS REFLECTED IN THE CDP'S DEPOSITORY REGISTER)
HOLDING THE FOLLOWING SECURITIES OF THE COMPANY:
(1) S$500,000,000 6.00% PERPETUAL CAPITAL SECURITIES (SGX:BTWZ) (THE
"PERPETUAL CAPITAL SECURITIES"); AND/OR
(2) S$400,000,000 8.00% CUMULATIVE NON-CONVERTIBLE NON-VOTING PERPETUAL
CLASS A PREFERENCE SHARES (SGX:N2H) (THE "PREFERENCE SHARES")
Note: Please refer to the Company's notice of a scheme meeting ("Scheme Meeting") to be convened
in relation to the above-mentioned securities, to be held at Hyflux Innovation Centre, 80 Bendemeer
Road, Singapore 339949 (or such other place as may be notified by announcement on SGXNet) on 5
April 2019 at 7.00 p.m. and at any adjournment thereof, for the purpose of considering and, if thought
fit, approving (with or without modification) the scheme of arrangement (the "Scheme") referred to in
the said notice convening the Scheme Meeting.
Important:
1. This Proxy Form is only valid for use if you are a depositor (as defined in Section 81SF of the Securities andFutures Act (Chapter 289 of Singapore) ("SFA"), which excludes a sub-account holder) who has Perpetual
Capital Securities and/or Preference Shares (collectively, "P&P Securities") entered against your name in the
Depository Register (as defined in Section 81SF of the SFA) of The Central Depository (Pte) Limited ("CDP")
as at 72 hours before the time appointed for holding the Scheme Meeting. For the purposes of this form, suchperson is referred to as a "CDP Account Holder".
2. If you are not a CDP Account Holder, please do not use this Proxy Form. If you hold your interest in P&P
Securities through a Relevant Intermediary and wish to attend and vote at the Scheme Meeting (as defined in
Section 181 of the Companies Act (Chapter 50 of Singapore); see Note 1 below), you need to separately
contact and instruct such Relevant Intermediary to appoint you as its proxy. This category would include
persons who invested in the P&P Securities through a bank, custodian, nominee, broker or other depository
or with their CPF or SRS funds.
3. If you are a CDP Account Holder who is not a Relevant Intermediary, please complete Parts A and B of this
form. You do not need to complete Part C.
4. If you are a CDP Account Holder who is a Relevant Intermediary, please complete Parts A and C of this form.
You do not need to complete Part B.
PART A
DETAILS OF CDP ACCOUNT HOLDER
*delete accordingly
*I/We ___________________________________(Name) _____________________(NRIC/Passport
No./UEN/Company Registration No.) of ________________________________________ (Address)
being a holder(s) of Perpetual Capital Securities and/or Preference Shares as shown in the CDP
Depository Register, hereby appoint the following-named person:
DETAILS OF PROXY
(Note: You can appoint only one proxy unless you are a Relevant Intermediary. For Relevant
Intermediaries, please refer to Note 2 below for further instructions. If you leave this section blank, the
Chairman of the Scheme Meeting will act as your proxy.)
Name Address NRIC / Passport No.
or failing *him/her, the Chairman of the Scheme Meeting ("Chairman"), as *my/our proxy to attend and
to vote for *me/us on my/our behalf at the Scheme Meeting, and at such Scheme Meeting (or at any
adjournment thereof) to vote for *me/us and in *my/our name(s) as indicated below, and if no such
indication is given, as my/our* proxy thinks fit.
^ The Proxy is to present his/her passport (if he/she is not a Singapore citizen) or Singapore National
Registration Identity Card (if he/she is a Singapore citizen or a Singapore permanent resident holding a
blue Singapore National Registration Identity Card) immediately prior to the Scheme Meeting to gain entry
to the Scheme Meeting
*I/We acknowledge that the appointment of such Proxy is (subject to Notes 1 and 8 below) neither
revocable nor subject to amendments after 7 p.m. (Singapore time) on 2 April 2019, which is the
Expiration Time (as defined in Note 5 below).
PART B
TO BE COMPLETED BY ALL CDP ACCOUNT HOLDERS
(WHO ARE NOT RELEVANT INTERMEDIARIES)
(Note: Please leave this section blank if you are a Relevant Intermediary.)
Note: If you wish to exercise your votes "FOR" or "AGAINST" the Scheme, please indicate with a tick
() within the relevant box below. If you leave both boxes blank, your proxy will have complete discretion
as to how to vote on your behalf and such vote, once cast by your proxy, will be binding on you. Where
your proxy is the Chairman, and you leave both boxes blank, such vote will be cast FOR the Scheme
(for the avoidance of doubt, if the Chairman is your proxy and you have voted AGAINST the Scheme,
such vote will be cast AGAINST the Scheme). DO NOT TICK IN BOTH BOXES AS THIS WILL
INVALIDATE YOUR VOTE.
FOR (Please indicate with a tick ()) OR AGAINST (Please indicate with a tick ())
PART C
TO BE COMPLETED BY RELEVANT INTERMEDIARIES ONLY
(Note: Please leave this section blank if you are not a Relevant Intermediary, otherwise any information
inserted in this section will be disregarded. For Relevant Intermediaries that wish to appoint more than
one proxy, please refer to Note 2 below for further instructions and leave the below table blank.)
Please indicate the value of the P&P Securities which you wish to vote each of "FOR" and "AGAINST"
in each box as appropriate. If you leave both boxes blank, your proxy will have complete discretion as
to how to vote on your behalf and such vote, once cast by your proxy, will be binding on you. Where
your proxy is the Chairman, and you leave both boxes blank, your entire vote will be cast FOR the
Scheme (for the avoidance of doubt, if the Chairman is your proxy and you have voted AGAINST the
Scheme, such vote will be cast AGAINST the Scheme).
FOR (Please indicate value)
Perpetual Capital Securities (state only
principal amount):
Preference Shares (state only number of
shares):
AGAINST (Please indicate value)
Perpetual Capital Securities (state only principal
amount):
Preference Shares (state only number of
shares):
Dated this day of ___________ day of ______________2019
______________________________________
Signature(s) of CDP Account Holder or Common Seal
Important: Please read notes overleaf carefully before completing this form.
Notes to Proxy Form:
1. A CDP Account Holder who is not a Relevant Intermediary (as defined below) entitled to attend and vote at
the Scheme Meeting is entitled to appoint only one (and not more than one) proxy to attend and vote instead
of him. A proxy need not be a CDP Account Holder. The appointment of a proxy by this Proxy Form shall not
preclude a CDP Account Holder from attending and voting in person at the Scheme Meeting. If a CDP Account
Holder attends the Scheme Meeting in person, his proxy appointment shall be deemed to be revoked, and the
Chairman reserves the right to refuse to admit such proxy to the Scheme Meeting.
"Relevant intermediary" as defined under Section 181 of the Companies Act (Chapter 50 of Singapore)
means:
(a) a banking corporation licensed under the Banking Act (Chapter 19 of Singapore) or a wholly-owned
subsidiary of such a banking corporation, whose business includes the provision of nominee services
and who holds shares in that capacity;
(b) a person holding a capital markets services licence to provide custodial services under the Securities
and Futures Act (Chapter 289 of Singapore) and who holds shares in that capacity; or(c) the Central Provident Fund Board ("CPF Board") established by the Central Provident Fund Act (Chapter
36 of Singapore), in respect of shares purchased under the subsidiary legislation made under that Act
providing for the making of investments from the contributions and interest standing to the credit of
members of the Central Provident Fund, if the CPF Board holds those shares in the capacity of an
intermediary pursuant to or in accordance with that subsidiary legislation.
2. A CDP Account Holder who is a Relevant Intermediary is entitled to appoint more than one proxy to attend
and vote at the Scheme Meeting instead of him, provided that each proxy (a) is a sub-account holder on whose
behalf such Relevant Intermediary holds P&P Securities, and (b) is appointed to exercise the voting rights
attached to a different P&P Security or P&P Securities held by such Relevant Intermediary on his behalf. In
relation to a Relevant Intermediary who wishes to appoint more than one proxy, it should annex to this Proxy
Form a full list of all of the sub-account holders on whose behalf such Relevant Intermediary holds P&P
Securities, setting out in respect of each proxy, the full name, address, NRIC/Passport Number/UEN/Company
Registration Number and proportion of the value of the P&P Securities (in principal amount for Perpetual
Capital Securities and number of shares for Preference Shares) in relation to which each such proxy has been
appointed.
3. This Proxy Form must be executed under the hand of the appointor or his attorney duly authorised in writing
or, where the Proxy Form is executed by a corporation, it must be executed either under its seal or under the
hand of an officer or attorney duly authorised. Any alteration made to the Proxy Form should be initialled by
each signatory of the person who signs this Proxy Form.
4. Each CDP Account Holder who is not a Relevant Intermediary and is entitled to attend and vote at the Scheme
Meeting, and who votes in person or by proxy at the Scheme Meeting may only cast all the votes it uses at the
Scheme Meeting in one way, namely either for or against.
5. This Proxy Form (together with the power of attorney or board resolution (or a certified copy thereof), if any,
under which it is signed), must be deposited at the office of the Company’s meeting agent, BoardroomCorporate & Advisory Services Pte. Ltd. (the "Meeting Agent"), at 50 Raffles Place #32-01 Singapore Land
Tower, Singapore 048623, not less than 72 hours before the time appointed for holding the Scheme Meeting(the "Expiration Time").
6. In the case of joint holders of P&P Securities, any one of such persons may vote, but if more than one of such
persons be present at the Scheme Meeting, the person whose name stands first on the Depository Register
shall alone be entitled to vote.
7. The Chairman shall be entitled to reject this Proxy Form if it is incomplete, improperly completed, unexecuted
or improperly executed, or illegible, or where in the Chairman’s opinion the true intentions of the appointor are
not ascertainable from the instructions of the appointor specified in this Proxy Form or if this Proxy Form is not
received by the Meeting Agent prior to the Expiration Time.
8. A CDP Account Holder who has already submitted a Proxy Form to the Meeting Agent may only subsequently
revoke (subject to the revocation of proxy set out in Note 1 above) or amend such Proxy Form by submitting
a new Proxy Form to the Meeting Agent not later than the Expiration Time. In that case, the Meeting Agent
shall disregard the previous Proxy Form(s) and refer only to the last Proxy Form received.
9. The Chairman may reject any Proxy Form lodged if: (a) the CDP Account Holder, being the appointor, is not
shown to have P&P Securities entered against his name as an account holder or sub-account holder in the
Depository Register as certified by CDP; or (b) the proxy of a Relevant Intermediary is not shown to have P&P
Securities entered against his name as a sub-account holder in such documentary evidence as may be
required to be provided by the respective Relevant Intermediary at the discretion of the Chairman, as at 72
hours before the time appointed for holding the Scheme Meeting.
10. A CDP Account Holder who submits this Proxy Form represents, warrants and undertakes to the Company,
the Chairman and the Meeting Agent that any personal data of any individual provided has been obtained with
such individual’s consent and hereby consents on behalf of such individual to the collection, processing, use
and disclosure of his/her personal data by the Company, the Chairman or the Meeting Agent (and any of their
respective officers, employees or advisers), in each case, in accordance with the terms of the Scheme and
the provisions of the Singapore Personal Data Protection Act 2012 (No. 26 of 2012). Any consent given
hereunder in relation to personal data shall survive death, incapacity, bankruptcy or insolvency of any suchindividual and the termination or expiration of the Scheme. For the purposes hereunder, "personal data" has
the meaning ascribed to it in the Singapore Personal Data Protection Act 2012 (No. 26 of 2012).
HYFLUX LTD.
(Company Registration No. 200002722Z)
(Incorporated in the Republic of Singapore on 31 March 2000)
(the "Company")
PROXY FORM FOR SCHEME MEETING
TO BE USED ONLY BY TRADE CREDITORS
Note: Please refer to the Company's notice of a scheme meeting ("Scheme Meeting") of the trade
creditors of the Company to be held at Hyflux Innovation Centre, 80 Bendemeer Road, Singapore
339949 (or such other place as may be notified by announcement on SGXNet) on 5 April 2019 at 12
noon and at any adjournment thereof, for the purpose of considering and, if thought fit, approving (with
or without modification) the scheme of arrangement (the "Scheme") referred to in the said notice
convening the Scheme Meeting.
(This form is to be completed only by a trade creditor of the Company. See Note 1 below.)
Capitalised terms used herein but not defined shall have the meanings given to them in the Notice of
Scheme Meeting dated 22 February 2019.
DETAILS OF TRADE CREDITORS
We, the undersigned, being a trade creditor of the Company in relation to
_________________________________________________________________________________
[describe relevant contract(s), project, services, work done etc.] dated
______________________________ [date of contract, date work or services performed, date goods
were delivered etc], hereby appoint the following as our proxy (the “Proxy”) to attend the Scheme
Meeting or any adjournment thereof:
(See Note 2)
DETAILS OF PROXY
(Note: You can appoint only one proxy. If you leave this section blank, the Chairman of the Scheme
Meeting will act as your proxy)
Name Address NRIC / Passport No. ^
or failing *him/her, the Chairman of the Scheme Meeting ("Chairman"), as our proxy to attend and to
vote for us on our behalf at the Scheme Meeting, and at such Scheme Meeting (or at any adjournment
thereof) to vote for us and in our name(s) as indicated below, and if no such indication is given, as our
proxy thinks fit.
^ The Proxy is to present his/her passport (if he/she is not a Singapore citizen) or Singapore National
Registration Identity Card (if he/she is a Singapore citizen or a Singapore permanent resident holding a
blue Singapore National Registration Identity Card) immediately prior to the Scheme Meeting to gain entry
to the Scheme Meeting
We acknowledge that the appointment of such Proxy is (subject to Notes 3 and 9 below) neither
revocable nor subject to amendments after 12 noon (Singapore time) on 2 April 2019, which is the
Expiration Time (as defined in Note 6 below).
2
VOTE
The Proxy is authorised only to vote on our behalf in favour of (“FOR”) or against (“AGAINST”) the
Scheme as hereunder indicated (by a √ mark).
Note: If you leave both boxes blank, your proxy will have complete discretion as to how to vote on your
behalf and such vote, once cast by your proxy, will be binding on you. Where your proxy is the Chairman
and you leave both boxes blank, such vote will be cast FOR the Scheme (for the avoidance of doubt, if
the Chairman is your proxy and you have voted AGAINST the Scheme, such vote will be cast AGAINST
the Scheme). DO NOT TICK IN BOTH BOXES AS THIS WILL INVALIDATE YOUR VOTE.
FOR (Please indicate with a tick ()) OR AGAINST (Please indicate with a tick ())
Dated this day of ___________ day of ______________2019
______________________________________
Signature(s) or Common Seal
Important: Please read notes overleaf carefully before completing this form.
3
Notes to Proxy Form:
1 This form is to be completed only by a trade creditor of the Company. A trade creditor includes any person
or corporation that has supplied services and/or goods to the Company.
2 A trade creditor may only appoint a natural person or the Chairman as a proxy, and may only appoint one
such person or the Chairman as a proxy.
3 The appointment of a proxy does not preclude the trade creditor from attending and voting at the Scheme
Meeting. If a trade creditor attends the Scheme Meeting in person, its proxy appointment shall be deemed
to be revoked, and the Chairman reserves the right to refuse to admit such proxy to the Scheme Meeting.
4 A trade creditor may authorise by resolution of its directors or other governing body such person as it
thinks fit to act as its representative in accordance with its constitutional documents or may under its
constitutional documents grant a power of attorney to such person as it thinks fit powers to act as its
representative or may have in force a standing authorisation under a pre-existing power of attorney.
Attendance by any such representative will be considered as attendance by the trade creditor in person.
5 Any alteration made in this Proxy Form must be initialled by each signatory of the appointor who executes
this Proxy Form.
6 This Proxy Form (together with the power of attorney or board resolution (or a certified copy thereof), if
any, under which it is signed), must be deposited at the office of the Company’s meeting agent, BoardroomCorporate & Advisory Services Pte. Ltd. (the "Meeting Agent"), at 50 Raffles Place #32-01 Singapore
Land Tower, Singapore 048623, not less than 72 hours before the time appointed for holding the SchemeMeeting (the “Expiration Time”).
7 This Proxy Form must be executed under the hand of the appointor or his attorney duly authorised in
writing or, where the Proxy Form is executed by a corporation, it must be executed either under its seal
or under the hand of an officer or attorney duly authorised. Any alteration made to the Proxy Form should
be initialled by each signatory of the person who signs this Proxy Form.
8 The Chairman shall be entitled to reject this Proxy Form if it is incomplete, improperly completed,
unexecuted or improperly executed, illegible, or where in the Chairman’s opinion the true intentions of the
appointor are not ascertainable from the instructions of the appointor specified in this Proxy Form, or if
this Proxy Form is not received by the Meeting Agent prior to the Expiration Time.
9 A trade creditor who has already submitted a Proxy Form to the Meeting Agent may only subsequently
revoke (subject to the revocation of proxy set out in Note 3 above) or amend such Proxy Form by
submitting a new Proxy Form to the Meeting Agent not later than the Expiration Time. In that case, the
Meeting Agent shall disregard the previous Proxy Form(s) and refer only to the last Proxy Form received.
10 Trade creditors who submit this Proxy Form represent, warrant and undertake to the Company, the
Meeting Agent and the Chairman that any personal data of any individual provided has been obtained
with such individual’s consent and hereby consents on behalf of such individual to the collection,
processing, use and disclosure of his/her personal data by the Company, the Chairman or the Meeting
Agent (and any of their respective officers, employees or advisers), in each case, in accordance with the
terms of the Scheme and the provisions of the Singapore Personal Data Protection Act 2012 (No. 26 of
2012). Any consent given hereunder in relation to personal data shall survive death, incapacity,
bankruptcy or insolvency of any such individual and the termination or expiration of the Scheme. For thepurposes hereunder, "personal data" has the meaning ascribed to it in the Singapore Personal Data
Protection Act 2012 (No. 26 of 2012).
lN WITNESS WHEREOF this Agreement has been entered into by the Parties on the date first writtenabove.
Signed for and on behalf of
MITSUBISHI HEAVY INDUSTRIES, LTD.Name: [Ct^ þ^-qiDesignation:
U {aæ
41uqSigned for and on behalf of I
MITSUBISHI HEAVY INDUSTR¡ES ASIA PACIFIC PTE. LTD.
Witnessed by
Name:Designation
Name:Designation:
Witnessed by
Name:Designation:
lÞ1. W€À 4'\\r¡at c-nntul
z
â
lo sL;,^o |c¡i..r- r.
L.t t tçi lJe"-,
þJd ú.-^ r¿,t
SIGNATURE PAGE TO SETTLEMENT AGREEMENTBETWEEN MHI, HYFLUX, HYDROCHEM, HEPL, TUASONE AND TEE
-18-
l-
Signed for and on behalf of
MITSUBISHIHEAVY INDUSTRIES ENVIRONMENTAL & CHEMICAL ENGINEERING CO., LTD.
Name: tl i^,'t'- i Y. m\ aao{oDesignation:
J-+- 4 ^l
Witnessed by
Name:Designation:
á
çh t'¿¿i ly'¿n
çr5a\ t.,v6r 4/
Signed for and on behalf of
HYFLUX LTD.
Name:Designation
Witnessed by
Name:Designation
SIGNATURE PAGE TO SETTLEMENT AGREEMENTBETWEEN MHI, HYFLUX, HYDROCHEM, HEPL, TUASONE AND TEE
-19-
l.
1 On the assumption that 60% of Hyflux’s shareholding is valued at S$400 million. 2 Restructuring Effective Date, which will likely take place on16 April 2019 or shortly thereafter. 3 Inclusive of loan by KfW IPEX GmbH of S$144 million (approx.) to Hydrochem which is guaranteed by Hyflux and crystallised debt of approximately S$65 million (approx.) from bonds and guarantees that have been called before November 2018. 4 After deducting a 20% cash incentive component (First Contingent Claim Management Payout) to be paid to project teams/employees responsible for extinguishment of contingent claim. 5 Where Contingent Claims become Extinguished, payment of the cash component will be made after deducting a 20% cash incentive component (Second Contingent Claim Management Payout) to be paid to project teams/employees responsible for extinguishment of contingent claim. 6 Minus the sum of all 20% cash incentive components (First Contingent Claim Management Payout and Second Contingent Claim Management Payout) paid out in respect of all Extinguished Contingent Claims. 7 Assuming all the Contingent Claims Crystallise and are paid out. The return per Claimant increases with each Contingent Claim becoming Extinguished instead of becoming Crystallised. 2 years after RED, any Contingent Claims that have not Crystallised or Extinguished will become Expired. 8 S$265 million Principal + S$13 million (approx.) accrued Interest 9 Inclusive of crystallised debt of S$10 million (approx.) from bonds and guarantees that have already been called since November 2018 and minor trade debt of an aggregate sum <S$500k. 10 Inclusive of the S$3.15 million in principal held by directors. 11 Inclusive of the S$1.202 million in principal held by directors. 12 S$1 per Intercompany Claimant. 13 From Hydrochem’s share of the Net Cash Flow from TuasOne EPC Contract upon TuasOne PCOD after making necessary deductions under MHI Settlement Agreement (eg, First Priority Payment to MHI, Trade Creditors’ Payment, cost overruns and LDs) 14 From Trade Creditors’ Payment of S$15m under MHI Settlement Agreement that can only be paid to TuasOne trade creditors. 15 From Hydrochem’s share of the Net Cash Flow from TuasOne EPC Contract upon TuasOne PCOD after making necessary deductions under MHI Settlement Agreement (eg, First Priority Payment to MHI, Trade Creditors’ Payment, cost overruns and LDs) 16 From Trade Creditors’ Payment of S$15m under MHI Settlement Agreement that can only be paid to TuasOne trade creditors.
PARTIES VALUE OF
CLAIMS (APPROX.)
SHARES IN HYFLUX POST-REORGANISATION
(Assumed equity value of S$667
million1)
EQUITY / CASH DISTRIBUTION (APPROX.)
ESTIMATED TOTAL RETURNS (APPROX.)
ESTIMATED PERCENTAGE RETURNS PER
CLAIMANT (APPROX.) 28 days (tentative) after RED2
Assuming TuasOne reaches
PCOD
One (1) year after RED
Two (2) years after RED
Investor – SM Investment Pte Ltd
60% in exchange for S$400m investment
Ordinary Shareholders of Hyflux
4% which includes 1.38% (approx.) existing ordinary shares of directors which
will be given to the P&Ps
HYFLUX SCHEME
Unsecured Scheme Parties
Bank Lenders S$717m3
27%
S$139m + 16.13% equity
Payout to all Unsecured Scheme Parties from escrow
upon Contingent Claims being Extinguished4
Payout to all Unsecured
Scheme Parties of all cash and equity
remaining in escrow5
S$232m6 + S$180m (assumed equity value of
27% equity) ≥24.5%7
MTNs S$278m8
Trade and other claimants
S$11m9
Contingent Claimants S$678m
S$93m + 10.87% equity placed in escrow (payout for
each Contingent Claim distributed upon
Crystallisation less incentive)
Debt Securities Scheme
Parties of Hyflux
Perpetual Capital Securities
S$500m principal10
9% (from Hyflux Scheme)
+
1.38% (approx.) from Hyflux directors’ contribution of their existing ordinary
shares in Hyflux
S$27m + 10.38% equity
S$27m + S$69.2m (assumed equity value of
10.38% equity)
Returns received by directors for their P&P
holdings will be redistributed to other P&Ps
10.69%
increased to 10.74%
(factoring redistribution of directors’ returns) Preference Shares
S$400m principal11
Subordinated Scheme Parties S$72.3m
Nominal12 Nominal ≈ 0%
HYDROCHEM SCHEME
General Trade and Other Claimants S$58.01m S$4.39m
S$2.05m +
(likely between S$3.75m and S$11.26m13)
Minimum return
Assuming TuasOne reaches PCOD
Minimum return
Assuming TuasOne reaches PCOD
S$4.39m S$6.44m to S$17.70m
S$5,000 + ~6.90%
S$5,000 + ~10.47% to 30.02%
TuasOne Trade Claimants S$17.73m S$2.05m S$11.57m S$2.05m S$13.62m14 S$5,000 + ~6.90%
S$5,000 + ~80.91%
Subordinated Scheme Parties S$254.2m Nominal
Nominal ≈ 0%
HMM SCHEME
General Trade and Other Claimants S$19.78 m S$2.52m
S$0.27m +
(likely between S$1.25m and
S$3.7415)
S$2.52m S$2.79m to
S$6.53m S$5,000 + ~9.65%
S$5,000 + ~11.03% to 30.59%
TuasOne Trade Claimants S$1.8m S$0.27m S$1.11m S$0.27m S$1.38m16 S$5,000 + ~9.65%
S$5,000 + ~80.91%
Intercompany Claimants S$205.3m Nominal
Nominal ≈ 0%
HE SCHEME All Claimants S$15.79m S$3.77m S$3.77m S$5,000 + ~21.78%
Subordinated Scheme Parties S$79.8m Nominal Nominal ≈ 0%
Reliance Restricted
15 February 2019
Private and confidential
Hyflux LtdLiquidation Analysis – EstimatedRealisation Outcomes
This Document is prepared solely for Hyflux Ltd. We accept no responsibilityor liability to any person other than to Hyflux, and accordingly, if such otherpersons choose to rely upon any of the contents of this Document they do soat their own risk.
[XX] 2018Any person intending to read this document should first read this letter
Private and Confidential
Hyflux LtdHyflux Innovation Centre80 Bendemeer RoadSingapore 339949
Dear Sirs,
Project PhoenixErnst & Young Solutions LLP (“EY”) has been engaged by Hyflux Ltd (“Hyflux”) andits subsidiaries (collectively “Hyflux Group”) as financial advisor in relation to therestructuring of the Hyflux Group (the “Transaction”), in accordance with theengagement agreement dated 14 May 2018 (the “Engagement Agreement”).
Purpose of Document and restrictions on its useThis document (“Document”) was prepared for Hyflux in relation to providing a basisfor the Hyflux Group to have a discussion with its creditors regarding a restructuringproposal. It should not be used or relied upon by any other party.
This Document and its contents are private and confidential and informationcontained herein includes non-public and market sensitive information concerningthe Hyflux Group, and may not be quoted, referred to or shown to any other partieswithout our prior written consent.
We accept no responsibility or liability to any person other than to Hyflux, andaccordingly if such other persons choose to rely upon any of the contents of thisDocument they do so at their own risk.
Nature and scope of the servicesThe nature and scope of the services, including the basis and limitations, aredetailed in the Engagement Agreement.
Our work in connection with this engagement is of a different nature to that of anaudit or a review of information, as those terms are understood in any applicableauditing standards.
In preparing this Document, we have relied on the records of the Hyflux Group anddiscussions with parties involved in the Transaction, including the Hyflux Group’smanagement (“Management”), key employees and Hyflux’s legal advisors. Theinformation we have received is the responsibility of Hyflux Group’s management.We have not sought to establish the reliability, accuracy or completeness of theinformation given to us nor have we undertaken an audit of the information.Consequently, we give no assurance on such information.
Our work contained within this Document was completed on 10 November 2018.Therefore, the Document does not take account of events or circumstances arisingafter 10 November 2018 and we have no responsibility to update the Document forsuch events or circumstances.
Ernst & Young Solutions LLP (UEN T08LL0784H) is a limited liability partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).A member firm of Ernst & Young Global Limited
Ernst & Young Solutions LLP
Transaction Advisory services
One Raffles Quay,North Tower, Level 18Singapore 048583
Tel: +65 6535 7777Fax: +65 6532 7662ey.com
Mailing Address:
Robinson RoadPO Box 384Singapore 900734
15 February 2019
A member firm of Ernst & Young Global Limited
Management has been provided with a copy of this report and have confirmed itsfactual accuracy. The report was approved for release on 15 February 2019.
Prospective financial information (“PFI”)
Please note that any prospective financial information (“PFI”) presented in thisDocument is based on the Hyflux Group management’s assumptions regardingfuture events, which may or may not occur as assumed and consequently, theactual results achieved may materially differ from those as presented in thisDocument. We take no responsibility for the achievement of projected results.
Except as otherwise noted, we have not analyzed or commented on macroeconomicor geopolitical conditions that could impact the PFI. We have not provided anyopinion, conclusion or any type of assurance about specific assumptions orcomponents of the PFI or on the PFI as a whole.
References to EY in the Document will relate to our analysis and will not indicatethat we take any responsibility for the information concerned or are assembling orassociating ourselves with any financial information including prospective financialinformation. Hyflux is solely responsible for any decision to execute or implementany such advice or recommendation, the actual execution or implementation or anythereof, the sufficiency of such advice or recommendation for your purposes, andthe results of such implementation.
Yours faithfully
Ernst & Young Solutions LLP
Page 4
Abbreviations
Company Hyflux LtdDebt Restructuring Exercise Court supervised process to reorganize the liabilities and businesses of Hyflux Ltd and its subsidiaries i.e.
Hydrochem (S) Pte Ltd, Hyflux Engineering Pte Ltd, Hyflux Membrane Manufacturing (S) Pte Ltd and HyfluxInnovation Centre Pte Ltd
EPC Engineering, Procurement and ConstructionGroup Hyflux Ltd and its subsidiariesHigh case Liquidation scenario, high estimated asset realizationsHydrochem Hydrochem (S) Pte LtdHyfluxShop HyfluxShop Holdings LtdJV Joint VentureLow case Liquidation scenario, low estimated asset realizationsm MillionMagtaa Magtaa Seawater Reverse Osmosis PlantPT Oasis PT Oasis Waters InternationalS$ Singapore DollarSingSpring SingSpring TrustTianjin Dagang Tianjin Dagang NewSpring Co. LtdTlemcen Tlemcen Desalination Investment CompanyTuaspring Tuaspring Pte LtdTus Water Tus Water Group Ltd
Private and Confidential
Page 5
Liquidation scenario analysis – Hyflux LtdEstimated returns
Private and Confidential
Estimated returns –assumed insolvency date of 31 March 2018
(Unit: S$’m)
Low case High case Notes
Estimatedrealizable
value
Estimatedrealization
rate
Estimatedrealizable
value
Estimatedrealization
rate
Total realizable assets
Less: preferential claimsTaxesLiquidators’ expenses, fees and disbursements
Available to unsecured creditors
Senior unsecured creditorsBank creditorsNoteholdersContingent creditorsTrade and other creditors
Total senior unsecured creditors
81
(2)(4)
75
573271
1,04672
1,962
177
(2)(4)
171
573271
1,04672
1,962
Note 1
Note 2
Note 3
Note 4
Estimated recovery for senior unsecured creditors 3.8% 8.7%
Surplus/ (Shortfall) to senior unsecured creditors (1,887) (1,791)
Subordinated unsecured creditorsPreference shareholdersPerpetual security holders
Total Subordinated unsecured creditors
400500900
400500900
Estimated recovery for subordinated unsecured creditors Nil Nil
Surplus/ (Shortfall) to subordinated unsecured creditors (900) (900)
Total Surplus/ (Shortfall) to all unsecured creditors (2,787) (2,691)
Surplus to shareholders - -Note- the recoveries detailed above set out the estimated potential recoveries for unsecured creditors including crystalised contingent creditors.
Page 6
Liquidation scenario analysis – Hyflux LtdEstimated returns - notes
Private and Confidential
1. Total Realizable Assets► Please note that these returns represent amounts received by Hyflux Ltd only, in its position as the Group’s ultimate holding company.
Returns shown are primarily due to realizations from intercompany receivables due from subsidiaries.2. Preferential claims
► Pursuant to Section 328 of the Singapore Companies Act, the costs and expenses of the winding up including taxes and liquidator’sexpenses, fees and disbursements shall be paid in priority to all other unsecured debt.
► The estimated tax expense of approximately S$2m is based on the net outstanding tax payable to IRAS per the balance sheet as at 31March 2018.
► Liquidators’ expenses, fees and disbursements have been estimated to cover fees and expenses of the liquidator up to the dissolutionof the liquidation, including the estimated costs of any retained employees to oversee the asset realizations. However, the liquidators’expenses does not take into account of professional fees of external parties. We assume that there are no complex matters required tobe handled by the liquidator during the process of liquidation.
3. Senior unsecured creditors► The senior unsecured financial creditors refer to the bank creditors, contingent creditors, noteholders, trade creditors and other
creditors. The liquidation analysis was performed based on the available position of liabilities at the time of preparation of this analysisdated 10 November 2018:
► Trade and other liabilities as at 31 March 2018; and► Financial liabilities have been updated to 31 August 2018 (based on the occurrence of certain known events since 31 March
2018).4. Trade and other creditors
► The balances are made up of various items but mainly relate to intercompany trade and non-trade payables.
Page 7
Liquidation scenario analysis – Hyflux LtdOther important matters to note (1/4)
Private and Confidential
Purpose of thisanalysis
► Our analysis has been prepared solely for Hyflux Ltd for the purpose of the Debt Restructuring Exercise. Theanalysis details the estimated realizations from a theoretical liquidation scenario of the Company as the ultimateholding company of the Group.
Approach of thisanalysis
► The analysis has been prepared on a ‘bottom-up’ basis where liquidation or sales of assets occur at each individualstandalone entity. This approach takes into account the intercompany flows within the Group which will be importantto the ultimate return to the Company. In this analysis, recoveries to the creditors of the Company includes the valuerecovered from its subsidiaries and value recovered from the assets from its associates and JVs (including outsideof Singapore in a number of cases). Additional analysis was performed to further consider the estimated realizationvalues derived from material assets / projects (including outside of Singapore in a number of cases) which may beavailable to the Company.
► In our analysis we have taken into account some of the standard practices (i.e. the likelihood of repayments fromlocal debtors, the ability of an overseas liquidator to enforce security (where relevant) upon local entities and theease of repatriating cash) that are specific to certain jurisdictions that could possibly have an impact on the ultimateliquidation returns of the Company.
► The data underpinning this analysis has been provided by the Company’s management. No audit procedure nor duediligence has been conducted on this data and it has not been verified for completeness and accuracy. This analysisalso relied on legal advice on the rights and obligations of available relevant agreements provided by the Company.
Estimated returnsto unsecuredcreditors
► The estimated total return to senior unsecured creditors of Hyflux Ltd in a liquidation scenario ranges from S$75million to S$171 million, based on the assumptions detailed in this analysis, which equates to a return of 3.8% to8.7% on an undiscounted basis (before taking into account the time value of money). We consider that returns tocreditors could take up to 5 years to deliver given the market norms in dealing with the complex and multi-jurisdictional structure of the Group.
► Please note that nil recovery is estimated for the subordinated unsecured creditors.
Page 8
Liquidation scenario analysis – Hyflux LtdOther important matters to note (2/4)
Private and Confidential
Overarchingassumptions
The overarching key assumptions that underpin our analysis are as follows:
1. Insolvency date as at 31 March 2018
► The analysis is based on the balance sheet as at 31 March 2018 (proxy to the moratorium date of 22 May2018). Where possible, we have reflected the updated balances based on certain known material eventsresulting in an increase in liabilities since 31 March 2018 (i.e. the calling of performance bonds). As such, anyother events post the assumed liquidation date are not considered in the analysis.
► The analysis does not include intercompany realizations from associates and JVs.
2. Impact of the Company’s liquidation on other Group companies
► Upon commencement of liquidation of the Company, many of the other Group entities (including Hydrochemand the EPC business generally) are also assumed to enter liquidation on or around the same time.Consequently, we also assume that construction activities on projects would immediately cease.
3. Employees
► Most of the employees would have their contracts of employment terminated immediately upon liquidation. Weassume only a small base of skeleton staff would be retained by the liquidator to assist with the realization ofassets.
4. Material asset owning entities / investments
► We have assumed that certain asset owning entities / investments which do not require financial support fromthe Company, are not placed into liquidation and are instead realized through the sale of shares via an orderlysale process.
5. Debt profile
► All debt in the Company is unsecured.
► No security has been granted to any of the said liabilities. Only certain bank facilities are guaranteed byHydrochem.
Page 9
Liquidation scenario analysis – Hyflux LtdOther important matters to note (3/4)
Private and Confidential
Overarchingassumptions(continued)
5. Debt profile (continued)
► In addition to the liabilities reflected on the balance sheet i.e. bank facilities, medium term notes, preferenceshares, perpetual securities, trade and other payables, the Company also has off balance sheet exposure tocorporate guarantees and/or performance bonds relating to certain EPC works / projects / asset owningentities. It has been assumed that all contingent liabilities have crystallised.
6. Adjustments to estimated recoveries
► We have analyzed each of the material assets of the Group and assessed the capacity for the liquidator torealize value.
► Tuaspring – we have assumed that the sale process in a liquidation scenario is not likely to yield anyexcess net sale proceeds over the secured bank debt.
► Magtaa and Tlemcen – we have assumed that there is unlikely to be any value in the shares of the twoAlgerian asset owing entities, taking into consideration inter alia, bank security, shareholder agreements,offtaker obligations and unresolved disputes with project stakeholders.
► Other assets – realization values are mainly attributed to other assets held for sale i.e. China assets(including Tianjin Dagang, Tus Water), PT Oasis (which has since been sold), SingSpring, andHyfluxShop. Unless set out in shareholding agreements, we assume that equity values are derived basedon the book or market values after settling all liabilities, sale realization costs and application of certaindiscounts given the potential business / financial stress.
► Where assets are held in challenging or complex jurisdictions, we have applied a discount to the likelyrecoverability. However, specific local insolvency laws in jurisdictions that may prove challenging torepatriate cash, have not been examined in further detail.
► The available cash as at 31 March 2018 has been assumed to be partly used for operational purposes, with20% of the balance remaining at the date of the liquidation. Any amounts held in fixed deposit / reserveaccounts are assumed to be set off in full against the bank creditors’ unsecured claims.
► Trade and other receivables relating to third party receivables and are assumed to be realized in a range of0%-20%.
Page 10
Liquidation scenario analysis – Hyflux LtdOther important matters to note (4/4)
Private and Confidential
Assumptions –Low case
► The Low case estimates returns to unsecured creditors where liquidation or sales of assets occur at each individualstandalone entity and we assume that the environment in which the liquidator is trying to realize value from theassets / investments is very challenging.
► The Low case also includes forced sales on certain assets necessitated by the absence of working capital facilitieswhich reduces a liquidator’s ability to transact for maximum value.
Assumptions –High case
► The High case has factored a greater stability into the liquidation process as a whole, largely the key assets /investments could be realized at a higher value.
EY | Assurance | Tax | Transactions | Advisory
About EYEY is a global leader in assurance, tax, transaction andadvisory services. The insights and quality services wedeliver help build trust and confidence in the capitalmarkets and in economies the world over. We developoutstanding leaders who team to deliver on ourpromises to all of our stakeholders. In so doing, weplay a critical role in building a better working worldfor our people, for our clients and for our communities.
EY refers to the global organization, and may refer toone or more, of the member firms of Ernst & YoungGlobal Limited, each of which is a separate legal entity.Ernst & Young Global Limited, a UK company limitedby guarantee, does not provide services to clients.For more information about our organization,please visit ey.com.
© 2019 Ernst & Young Solutions LLP.All Rights Reserved.
ED None
Ernst & Young Solutions LLP (UEN T08LL0784H) is a limited liability partnershipregistered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).
This material has been prepared for general informational purposes only and isnot intended to be relied upon as accounting, tax or other professional advice.Please refer to your advisors for specific advice.
ey.com
Reliance Restricted
15 February 2019
Private and confidential
Hydrochem (S) Pte LtdLiquidation Analysis – EstimatedRealisation Outcomes
This Document is prepared solely for Hyflux Ltd. We accept no responsibilityor liability to any person other than to Hyflux Ltd, and accordingly, if suchother persons choose to rely upon any of the contents of this Document theydo so at their own risk.
[XX] 2018Any person intending to read this document should first read this letter
Private and Confidential
Hyflux LtdHyflux Innovation Centre80 Bendemeer RoadSingapore 339949
Dear Sirs,
Project PhoenixErnst & Young Solutions LLP (“EY”) has been engaged by Hyflux Ltd (“Hyflux”) andits subsidiaries (collectively “Hyflux Group”) as financial advisor in relation to therestructuring of the Hyflux Group (the “Transaction”), in accordance with theengagement agreement dated 14 May 2018 (the “Engagement Agreement”).
Purpose of Document and restrictions on its useThis document (“Document”) was prepared for Hyflux in relation to providing a basisfor the Hyflux Group to have a discussion with its creditors regarding a restructuringproposal. It should not be used or relied upon by any other party.
This Document and its contents are private and confidential and informationcontained herein includes non-public and market sensitive information concerningthe Hyflux Group, and may not be quoted, referred to or shown to any other partieswithout our prior written consent.
We accept no responsibility or liability to any person other than to Hyflux, andaccordingly if such other persons choose to rely upon any of the contents of thisDocument they do so at their own risk.
Nature and scope of the servicesThe nature and scope of the services, including the basis and limitations, aredetailed in the Engagement Agreement.
Our work in connection with this engagement is of a different nature to that of anaudit or a review of information, as those terms are understood in any applicableauditing standards.
In preparing this Document, we have relied on the records of the Hyflux Group anddiscussions with parties involved in the Transaction, including the Hyflux Group’smanagement (“Management”), key employees and Hyflux’s legal advisors. Theinformation we have received is the responsibility of Hyflux Group’s management.We have not sought to establish the reliability, accuracy or completeness of theinformation given to us nor have we undertaken an audit of the information.Consequently, we give no assurance on such information.
Our work contained within this Document was completed on 10 November 2018.Therefore, the Document does not take account of events or circumstances arisingafter 10 November 2018 and we have no responsibility to update the Document forsuch events or circumstances.
Ernst & Young Solutions LLP (UEN T08LL0784H) is a limited liability partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).A member firm of Ernst & Young Global Limited
Ernst & Young Solutions LLP
Transaction Advisory services
One Raffles Quay,North Tower, Level 18Singapore 048583
Tel: +65 6535 7777Fax: +65 6532 7662ey.com
Mailing Address:
Robinson RoadPO Box 384Singapore 900734
15 February 2019
A member firm of Ernst & Young Global Limited
Management has been provided with a copy of this report and have confirmed itsfactual accuracy. The report was approved for release on 15 February 2019.
Prospective financial information (“PFI”)
Please note that any prospective financial information (“PFI”) presented in thisDocument is based on the Hyflux Group management’s assumptions regardingfuture events, which may or may not occur as assumed and consequently, theactual results achieved may materially differ from those as presented in thisDocument. We take no responsibility for the achievement of projected results.
Except as otherwise noted, we have not analyzed or commented on macroeconomicor geopolitical conditions that could impact the PFI. We have not provided anyopinion, conclusion or any type of assurance about specific assumptions orcomponents of the PFI or on the PFI as a whole.
References to EY in the Document will relate to our analysis and will not indicatethat we take any responsibility for the information concerned or are assembling orassociating ourselves with any financial information including prospective financialinformation. Hyflux is solely responsible for any decision to execute or implementany such advice or recommendation, the actual execution or implementation or anythereof, the sufficiency of such advice or recommendation for your purposes, andthe results of such implementation.
Yours faithfully
Ernst & Young Solutions LLP
Page 4
Abbreviations
Debt Restructuring Exercise Court supervised process to reorganize the liabilities and businesses of Hyflux Ltd and its subsidiaries i.e.Hydrochem (S) Pte Ltd, Hyflux Engineering Pte Ltd, Hyflux Membrane Manufacturing (S) Pte Ltd and HyfluxInnovation Centre Pte Ltd
EPC Engineering, Procurement and ConstructionGroup Hyflux Ltd and its subsidiariesHigh case Liquidation scenario, high estimated asset realizationsHydrochem Hydrochem (S) Pte LtdJV Joint VentureLow case Liquidation scenario, low estimated asset realizationsm MillionPPE Property, plant and equipmentS$ Singapore Dollar
Private and Confidential
Page 5
Liquidation scenario analysis – HydrochemEstimated returns
Private and Confidential
Estimated returns –assumed insolvency date of 31 March 2018
(Unit: S$’m)
Low case High case Notes
Estimatedrealizable
value
Estimatedrealization
rate
Estimatedrealizable
value
Estimatedrealization
rate
Total realizable assets
Less: preferential claimsEmployee claimsLiquidators’ expenses, fees and disbursements
Available to unsecured creditors
Unsecured creditorsBank creditorsContingent creditorsTrade and other creditors
Total unsecured creditors
12
(14)(1)
-
144974548
1,666
18
(14)(1)
3
144974548
1,666
Note 1
Note 2
Note 3
Estimated recovery for unsecured creditors Nil 0.2%
Surplus/ (Shortfall) to unsecured creditors (1,666) (1,663)
Surplus to shareholders - -Note- the recoveries detailed above set out the estimated potential recoveries for unsecured creditors including crystalised contingent creditors.
Page 6
Liquidation scenario analysis – HydrochemEstimated returns - notes
Private and Confidential
1. Total Realizable Assets► Please note that these returns represent amounts received by Hydrochem only. Returns shown are primarily due to realizations from
other assets including intercompany receivables and income tax receivables.2. Preferential claims
► Pursuant to Section 328 of the Singapore Companies Act, the costs and expenses of the winding up including taxes and liquidator’sexpenses, fees and disbursements shall be paid in priority to all other unsecured debt.
► The estimated employee claims of approximately S$14m is based on the assumption of early termination of employees uponliquidation.
► Liquidators’ expenses, fees and disbursements have been estimated to cover fees and expenses of the liquidator up to the dissolutionof the liquidation, including the estimated costs of any retained employees to oversee the asset realizations. However, the liquidators’expenses does not take into account of professional fees of external parties. We assume that there are no complex matters required tobe handled by the liquidator during the process of liquidation.
3. Unsecured creditors► The unsecured creditors refer to the bank creditors, contingent creditors, trade creditors and other creditors. The liquidation analysis
was performed based on the available position of liabilities at the time of preparation of this analysis dated 10 November 2018:► Trade and other liabilities as at 31 March 2018; and► Financial liabilities have been updated to 31 August 2018 (based on the occurrence of certain known events since 31 March
2018).
Page 7
Liquidation scenario analysis – HydrochemOther important matters to note (1/3)
Private and Confidential
Purpose of thisanalysis
► Our analysis has been prepared solely for Hyflux Ltd for the purpose of the Debt Restructuring Exercise. Theanalysis details the estimated realizations from a theoretical liquidation scenario of Hydrochem.
Approach of thisanalysis
► The analysis has been prepared on a ‘bottom-up’ basis where liquidation or sales of assets occur at each individualstandalone entity. This approach takes into account the intercompany flows within the Group which will be importantto the ultimate return to Hydrochem. In this analysis, recoveries to the creditors of Hydrochem includes the valuerecovered from its subsidiaries (including outside of Singapore in a number of cases). Additional analysis wasperformed to further consider the estimated realization values derived from material projects (including outside ofSingapore in a number of cases) which may be available to Hydrochem.
► In our analysis we have taken into account some of the standard practices (i.e. the likelihood of repayments fromlocal debtors, the ability of an overseas liquidator to enforce security (where relevant) upon local entities and theease of repatriating cash) that are specific to certain jurisdictions that could possibly have an impact on the ultimateliquidation returns of Hydrochem.
► The data underpinning this analysis has been provided by Hydrochem management. No audit procedure nor duediligence has been conducted on this data and it has not been verified for completeness and accuracy. This analysisalso relied on legal advice on the rights and obligations of available relevant agreements provided by Hydrochem.
Estimated returnsto unsecuredcreditors
► The estimated total return to unsecured creditors in a liquidation scenario ranges from nil recovery in a Low case toS$3 million in a High case, based on the assumptions detailed in this analysis, which equates to a return of 0% to0.2% on an undiscounted basis (before taking into account the time value of money). We consider that returns tocreditors could take up to 5 years to deliver given the market norms in dealing with the complex and multi-jurisdictional structure of the Group.
Page 8
Liquidation scenario analysis – HydrochemOther important matters to note (2/3)
Private and Confidential
Overarchingassumptions
The overarching key assumptions that underpin our analysis are as follows:
1. Insolvency date as at 31 March 2018
► The analysis is based on the balance sheet as at 31 March 2018 (proxy to the moratorium date of 22 May2018). Where possible, we have reflected the updated balances based on certain known material eventsresulting in an increase in liabilities since 31 March 2018 (i.e. the calling of performance bonds). As such, anyother events post the assumed liquidation date are not considered in the analysis.
► The analysis does not include intercompany realizations from associates and JVs within the Group.
2. Impact of Hyflux Ltd’s liquidation
► Upon commencement of liquidation of Hyflux Ltd who is the ultimate holding company of the Group, many ofthe other Group entities (including Hydrochem and the EPC business generally) are also assumed to enterliquidation on or around the same time. Consequently, we also assume that construction activities on projectswould immediately cease.
3. Employees
► Most of the employees would have their contracts of employment terminated immediately upon liquidation. Weassume only a small base of skeleton staff would be retained by the liquidator to assist with the realization ofassets.
4. Material asset owning entities / investments
► We have assumed that certain asset owning entities / investments which do not require financial support fromHyflux Ltd, are not placed into liquidation and are instead realized through the sale of shares via an orderly saleprocess.
5. Debt profile
► All debt in Hydrochem is unsecured. No security has been granted to any of the said liabilities. Only the bankfacilities, performance bonds and certain other liabilities are guaranteed by Hyflux Ltd.
► In addition to the liabilities reflected on the balance sheet, Hydrochem also has off balance sheet exposure tocorporate guarantees and/or performance bonds relating to certain EPC works. It has been assumed that allcontingent liabilities have crystallised.
Page 9
Liquidation scenario analysis – HydrochemOther important matters to note (3/3)
Private and Confidential
Overarchingassumptions(continued)
6. Adjustments to estimated recoveries
► Where assets are held in challenging or complex jurisdictions, we have applied a discount to the likelyrecoverability. However, specific local insolvency laws in jurisdictions that may prove challenging to repatriatecash, have not been examined in further detail.
► The available cash as at 31 March 2018 has been assumed to be partly used for operational purposes, with20% of the balance remaining at the date of the liquidation. Any amounts held in fixed deposit / reserveaccounts are assumed to be set off in full against the bank creditors’ unsecured claims.
► The income tax receivable as at 31 March 2018 have been assumed to be recovered in full.
► The balance sheet contains multiple items such as PPE, stocks, prepayments, trade and other receivables andthese items are assumed to be realized in a range of 0%-20%. Please note that trade and other receivablesrelate to third party receivables.
Assumptions –Low case
► The Low case estimates returns to unsecured creditors where liquidation or sales of assets occur at each individualstandalone entity and we assume that the environment in which the liquidator is trying to realize value from theassets / investments is very challenging.
► The Low case also includes forced sales on certain assets necessitated by the absence of working capital facilitieswhich reduces a liquidator’s ability to transact for maximum value.
Assumptions-High case
► The High case has factored a greater stability into the liquidation process as a whole, largely the key assets /investments could be realized at a higher value.
EY | Assurance | Tax | Transactions | Advisory
About EYEY is a global leader in assurance, tax, transaction andadvisory services. The insights and quality services wedeliver help build trust and confidence in the capitalmarkets and in economies the world over. We developoutstanding leaders who team to deliver on ourpromises to all of our stakeholders. In so doing, weplay a critical role in building a better working worldfor our people, for our clients and for our communities.
EY refers to the global organization, and may refer toone or more, of the member firms of Ernst & YoungGlobal Limited, each of which is a separate legal entity.Ernst & Young Global Limited, a UK company limitedby guarantee, does not provide services to clients.For more information about our organization,please visit ey.com.
© 2019 Ernst & Young Solutions LLP.All Rights Reserved.
ED None
Ernst & Young Solutions LLP (UEN T08LL0784H) is a limited liability partnershipregistered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).
This material has been prepared for general informational purposes only and isnot intended to be relied upon as accounting, tax or other professional advice.Please refer to your advisors for specific advice.
ey.com
Reliance Restricted
15 February 2019
Private and confidential
Hyflux Engineering Pte LtdLiquidation Analysis – EstimatedRealisation Outcomes
This Document is prepared solely for Hyflux Ltd. We accept no responsibilityor liability to any person other than to Hyflux Ltd, and accordingly, if suchother persons choose to rely upon any of the contents of this Document theydo so at their own risk.
[XX] 2018Any person intending to read this document should first read this letter
Private and Confidential
Hyflux LtdHyflux Innovation Centre80 Bendemeer RoadSingapore 339949
Dear Sirs,
Project PhoenixErnst & Young Solutions LLP (“EY”) has been engaged by Hyflux Ltd (“Hyflux”) andits subsidiaries (collectively “Hyflux Group”) as financial advisor in relation to therestructuring of the Hyflux Group (the “Transaction”), in accordance with theengagement agreement dated 14 May 2018 (the “Engagement Agreement”).
Purpose of Document and restrictions on its useThis document (“Document”) was prepared for Hyflux in relation to providing a basisfor the Hyflux Group to have a discussion with its creditors regarding a restructuringproposal. It should not be used or relied upon by any other party.
This Document and its contents are private and confidential and informationcontained herein includes non-public and market sensitive information concerningthe Hyflux Group, and may not be quoted, referred to or shown to any other partieswithout our prior written consent.
We accept no responsibility or liability to any person other than to Hyflux, andaccordingly if such other persons choose to rely upon any of the contents of thisDocument they do so at their own risk.
Nature and scope of the servicesThe nature and scope of the services, including the basis and limitations, aredetailed in the Engagement Agreement.
Our work in connection with this engagement is of a different nature to that of anaudit or a review of information, as those terms are understood in any applicableauditing standards.
In preparing this Document, we have relied on the records of the Hyflux Group anddiscussions with parties involved in the Transaction, including the Hyflux Group’smanagement (“Management”), key employees and Hyflux’s legal advisors. Theinformation we have received is the responsibility of Hyflux Group’s management.We have not sought to establish the reliability, accuracy or completeness of theinformation given to us nor have we undertaken an audit of the information.Consequently, we give no assurance on such information.
Our work contained within this Document was completed on 10 November 2018.Therefore, the Document does not take account of events or circumstances arisingafter 10 November 2018 and we have no responsibility to update the Document forsuch events or circumstances.
Ernst & Young Solutions LLP (UEN T08LL0784H) is a limited liability partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).A member firm of Ernst & Young Global Limited
Ernst & Young Solutions LLP
Transaction Advisory services
One Raffles Quay,North Tower, Level 18Singapore 048583
Tel: +65 6535 7777Fax: +65 6532 7662ey.com
Mailing Address:
Robinson RoadPO Box 384Singapore 900734
15 February 2019
A member firm of Ernst & Young Global Limited
Management has been provided with a copy of this report and have confirmed itsfactual accuracy. The report was approved for release on 15 February 2019.
Prospective financial information (“PFI”)
Please note that any prospective financial information (“PFI”) presented in thisDocument is based on the Hyflux Group management’s assumptions regardingfuture events, which may or may not occur as assumed and consequently, theactual results achieved may materially differ from those as presented in thisDocument. We take no responsibility for the achievement of projected results.
Except as otherwise noted, we have not analyzed or commented on macroeconomicor geopolitical conditions that could impact the PFI. We have not provided anyopinion, conclusion or any type of assurance about specific assumptions orcomponents of the PFI or on the PFI as a whole.
References to EY in the Document will relate to our analysis and will not indicatethat we take any responsibility for the information concerned or are assembling orassociating ourselves with any financial information including prospective financialinformation. Hyflux is solely responsible for any decision to execute or implementany such advice or recommendation, the actual execution or implementation or anythereof, the sufficiency of such advice or recommendation for your purposes, andthe results of such implementation.
Yours faithfully
Ernst & Young Solutions LLP
Page 4
Abbreviations
Debt Restructuring Exercise Court supervised process to reorganize the liabilities and businesses of Hyflux Ltd and its subsidiaries i.e.Hydrochem (S) Pte Ltd, Hyflux Engineering Pte Ltd, Hyflux Membrane Manufacturing (S) Pte Ltd and HyfluxInnovation Centre Pte Ltd
Group Hyflux Ltd and its subsidiariesHigh case Liquidation scenario, high estimated asset realizationsHE Hyflux Engineering Pte LtdJV Joint VentureLow case Liquidation scenario, low estimated asset realizationsm MillionPPE Property, plant and equipmentS$ Singapore Dollar
Private and Confidential
Page 5
Liquidation scenario analysis – HEEstimated returns
Private and Confidential
Estimated returns –assumed insolvency date of 31 March 2018
(Unit: S$’m)
Low case High case Notes
Estimatedrealizable
value
Estimatedrealization
rate
Estimatedrealizable
value
Estimatedrealization
rate
Total realizable assets
Less: preferential claimsTaxesLiquidators’ expenses, fees and disbursements
Available to unsecured creditors
Unsecured creditorsTrade and other creditors
Total unsecured creditors
6.1
(1.9)(0.5)
3.7
92.992.9
16.3
(1.9)(0.5)
13.9
92.992.9
Note 1
Note 2
Note 3
Estimated recovery for unsecured creditors 4.0% 15.0%
Surplus/ (Shortfall) to unsecured creditors (89.2) (79.0)
Surplus to shareholders - -
Page 6
Liquidation scenario analysis – HEEstimated returns - notes
Private and Confidential
1. Total Realizable Assets► Please note that these returns represent amounts received by HE only. Returns shown are primarily due to realizations from
intercompany receivables.2. Preferential claims
► Pursuant to Section 328 of the Singapore Companies Act, the costs and expenses of the winding up including taxes and liquidator’sexpenses, fees and disbursements shall be paid in priority to all other unsecured debt.
► The estimated tax expense of approximately S$1.9m is based on the provision of income tax per the balance sheet as at 31 March2018.
► Liquidators’ expenses, fees and disbursements have been estimated to cover fees and expenses of the liquidator up to the dissolutionof the liquidation, including the estimated costs of any retained employees to oversee the asset realizations. However, the liquidators’expenses does not take into account of professional fess of external parties. We assume that there are no complex matters required tobe handled by the liquidator during the process of liquidation.
3. Trade and other creditors► The liquidation analysis was performed based on the available position of liabilities (i.e. as at 31 March 2018).► The balances are made up of various items but mainly relate to intercompany trade and non-trade payables.
Page 7
Liquidation scenario analysis – HEOther important matters to note (1/3)
Private and Confidential
Purpose of thisanalysis
► Our analysis has been prepared solely for Hyflux Ltd for the purpose of the Debt Restructuring Exercise. Theanalysis details the estimated realizations from a theoretical liquidation scenario of HE.
Approach of thisanalysis
► The analysis has been prepared on a ‘bottom-up’ basis where liquidation or sales of assets occur at each individualstandalone entity. This approach takes into account the intercompany flows within the Group which will be importantto the ultimate return to HE. In this analysis, recoveries to the creditors of HE includes the value recovered from itssubsidiaries and value recovered from the assets from its JVs (including outside of Singapore in a number ofcases). Additional analysis was performed to further consider the estimated realization values derived from materialassets (including outside of Singapore in a number of cases) which may be available to HE.
► In our analysis we have taken into account some of the standard practices (i.e. the likelihood of repayments fromlocal debtors, the ability of an overseas liquidator to enforce security (where relevant) upon local entities and theease of repatriating cash) that are specific to certain jurisdictions that could possibly have an impact on the ultimateliquidation returns of HE.
► The data underpinning this analysis has been provided by HE’s management. No audit procedure nor due diligencehas been conducted on this data and it has not been verified for completeness and accuracy. This analysis alsorelied on legal advice on the rights and obligations of available relevant agreements provided by HE.
Estimated returnsto unsecuredcreditors
► The estimated total return to unsecured creditors in a liquidation scenario ranges from S$3.7 million to S$13.9million, based on the assumptions detailed in this analysis, which equates to a return of 4.0% to 15.0% on anundiscounted basis (before taking into account the time value of money). We consider that returns to creditors couldtake up to 5 years to deliver given the market norms in dealing with the complex and multi-jurisdictional structure ofthe Group.
Page 8
Liquidation scenario analysis – HEOther important matters to note (2/3)
Private and Confidential
Overarchingassumptions
The overarching key assumptions that underpin our analysis are as follows:
1. Insolvency date as at 31 March 2018
► The analysis is based on the balance sheet as at 31 March 2018 (proxy to the moratorium date of 22 May2018). Any other events post the assumed liquidation date are not considered in the analysis.
► The analysis does not include intercompany realizations from associates and JVs within the Group.
2. Impact of the Hyflux Ltd’s liquidation
► Upon commencement of liquidation of Hyflux Ltd who is the ultimate holding company of the Group, many ofthe other Group entities (including HE) are also assumed to enter liquidation on or around the same time.Consequently, we also assume that construction activities on projects would immediately cease.
3. Employees
► Most of the employees would have their contracts of employment terminated immediately upon liquidation. Weassume only a small base of skeleton staff would be retained by the liquidator to assist with the realization ofassets.
4. Material asset owning entities / investments
► We have assumed that certain asset owning entities / investments which do not require financial support fromHyflux Ltd, are not placed into liquidation and are instead realized through the sale of shares via an orderly saleprocess.
5. Debt profile
► All debt in HE is unsecured. No security has been granted to any of the said liabilities.
Page 9
Liquidation scenario analysis – HEOther important matters to note (3/3)
Private and Confidential
Overarchingassumptions(continued)
6. Adjustments to estimated recoveries
► Where assets are held in challenging or complex jurisdictions, we have applied a discount to the likelyrecoverability. However, specific local insolvency laws in jurisdictions that may prove challenging to repatriatecash, have not been examined in further detail.
► The available cash as at 31 March 2018 has been assumed to be partly used for operational purposes, with20% of the balance remaining at the date of the liquidation.
► The balance sheet contains multiple items such as PPE, stocks, prepayments, trade and other receivableswhich are assumed to be realized in a range of 0%-20%. Please note that trade and other receivables relate tothird party receivables.
Assumptions –Low case
► The Low case estimates returns to unsecured creditors where liquidation or sales of assets occur at each individualstandalone entity and we assume that the environment in which the liquidator is trying to realize value from theassets / investments is very challenging.
► The Low case also includes forced sales on certain assets necessitated by the absence of working capital facilitieswhich reduces a liquidator’s ability to transact for maximum value.
Assumptions-High case
► The High case has factored a greater stability into the liquidation process as a whole, largely the key assets /investments could be realized at a higher value.
EY | Assurance | Tax | Transactions | Advisory
About EYEY is a global leader in assurance, tax, transaction andadvisory services. The insights and quality services wedeliver help build trust and confidence in the capitalmarkets and in economies the world over. We developoutstanding leaders who team to deliver on ourpromises to all of our stakeholders. In so doing, weplay a critical role in building a better working worldfor our people, for our clients and for our communities.
EY refers to the global organization, and may refer toone or more, of the member firms of Ernst & YoungGlobal Limited, each of which is a separate legal entity.Ernst & Young Global Limited, a UK company limitedby guarantee, does not provide services to clients.For more information about our organization,please visit ey.com.
© 2019 Ernst & Young Solutions LLP.All Rights Reserved.
ED None
Ernst & Young Solutions LLP (UEN T08LL0784H) is a limited liability partnershipregistered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).
This material has been prepared for general informational purposes only and isnot intended to be relied upon as accounting, tax or other professional advice.Please refer to your advisors for specific advice.
ey.com
Reliance Restricted
15 February 2019
Private and confidential
Hyflux MembraneManufacturing (S) Pte LtdLiquidation Analysis – EstimatedRealisation Outcomes
This Document is prepared solely for Hyflux Ltd. We accept no responsibilityor liability to any person other than to Hyflux Ltd, and accordingly, if suchother persons choose to rely upon any of the contents of this Document theydo so at their own risk.
[XX] 2018Any person intending to read this document should first read this letter
Private and Confidential
Hyflux LtdHyflux Innovation Centre80 Bendemeer RoadSingapore 339949
Dear Sirs,
Project PhoenixErnst & Young Solutions LLP (“EY”) has been engaged by Hyflux Ltd (“Hyflux”) andits subsidiaries (collectively “Hyflux Group”) as financial advisor in relation to therestructuring of the Hyflux Group (the “Transaction”), in accordance with theengagement agreement dated 14 May 2018 (the “Engagement Agreement”).
Purpose of Document and restrictions on its useThis document (“Document”) was prepared for Hyflux in relation to providing a basisfor the Hyflux Group to have a discussion with its creditors regarding a restructuringproposal. It should not be used or relied upon by any other party.
This Document and its contents are private and confidential and informationcontained herein includes non-public and market sensitive information concerningthe Hyflux Group, and may not be quoted, referred to or shown to any other partieswithout our prior written consent.
We accept no responsibility or liability to any person other than to Hyflux, andaccordingly if such other persons choose to rely upon any of the contents of thisDocument they do so at their own risk.
Nature and scope of the servicesThe nature and scope of the services, including the basis and limitations, aredetailed in the Engagement Agreement.
Our work in connection with this engagement is of a different nature to that of anaudit or a review of information, as those terms are understood in any applicableauditing standards.
In preparing this Document, we have relied on the records of the Hyflux Group anddiscussions with parties involved in the Transaction, including the Hyflux Group’smanagement (“Management”), key employees and Hyflux’s legal advisors. Theinformation we have received is the responsibility of Hyflux Group’s management.We have not sought to establish the reliability, accuracy or completeness of theinformation given to us nor have we undertaken an audit of the information.Consequently, we give no assurance on such information.
Our work contained within this Document was completed on 10 November 2018.Therefore, the Document does not take account of events or circumstances arisingafter 10 November 2018 and we have no responsibility to update the Document forsuch events or circumstances.
Ernst & Young Solutions LLP (UEN T08LL0784H) is a limited liability partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).A member firm of Ernst & Young Global Limited
Ernst & Young Solutions LLP
Transaction Advisory services
One Raffles Quay,North Tower, Level 18Singapore 048583
Tel: +65 6535 7777Fax: +65 6532 7662ey.com
Mailing Address:
Robinson RoadPO Box 384Singapore 900734
15 February 2019
A member firm of Ernst & Young Global Limited
Management has been provided with a copy of this report and have confirmed itsfactual accuracy. The report was approved for release on 15 February 2019.
Prospective financial information (“PFI”)
Please note that any prospective financial information (“PFI”) presented in thisDocument is based on the Hyflux Group management’s assumptions regardingfuture events, which may or may not occur as assumed and consequently, theactual results achieved may materially differ from those as presented in thisDocument. We take no responsibility for the achievement of projected results.
Except as otherwise noted, we have not analyzed or commented on macroeconomicor geopolitical conditions that could impact the PFI. We have not provided anyopinion, conclusion or any type of assurance about specific assumptions orcomponents of the PFI or on the PFI as a whole.
References to EY in the Document will relate to our analysis and will not indicatethat we take any responsibility for the information concerned or are assembling orassociating ourselves with any financial information including prospective financialinformation. Hyflux is solely responsible for any decision to execute or implementany such advice or recommendation, the actual execution or implementation or anythereof, the sufficiency of such advice or recommendation for your purposes, andthe results of such implementation.
Yours faithfully
Ernst & Young Solutions LLP
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Abbreviations
Debt Restructuring Exercise Court supervised process to reorganize the liabilities and businesses of Hyflux Ltd and its subsidiaries i.e.Hydrochem (S) Pte Ltd, Hyflux Engineering Pte Ltd, Hyflux Membrane Manufacturing (S) Pte Ltd and HyfluxInnovation Centre Pte Ltd
EPC Engineering, Procurement and ConstructionGroup Hyflux Ltd and its subsidiariesHigh case Liquidation scenario, high estimated asset realizationsHydrochem Hydrochem (S) Pte LtdHMM Hyflux Membrane Manufacturing (S) Pte LtdJV Joint VentureLow case Liquidation scenario, low estimated asset realizationsm MillionPPE Property, plant and equipmentS$ Singapore Dollar
Private and Confidential
Page 5
Liquidation scenario analysis – HMMEstimated returns
Private and Confidential
Estimated returns –assumed insolvency date of 31 March 2018
(Unit: S$’m)
Low case High case Notes
Estimatedrealizable
value
Estimatedrealization
rate
Estimatedrealizable
value
Estimatedrealization
rate
Total realizable assets
Less: preferential claimsLiquidators’ expenses, fees and disbursements
Available to unsecured creditors
Unsecured creditorsContingent creditorsTrade and other creditors
Total unsecured creditors
8.8
(0.5)
8.3
42.1229.8271.9
14.9
(0.5)
14.4
42.1229.8271.9
Note 1
Note 2
Note 3
Estimated recovery for unsecured creditors 3.1% 5.3%
Surplus/ (Shortfall) to unsecured creditors (263.6) (257.5)
Surplus to shareholders - -Note- the recoveries detailed above set out the estimated potential recoveries for unsecured creditors including crystalised contingent creditors.
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Liquidation scenario analysis – HMMEstimated returns - notes
Private and Confidential
1. Total Realizable Assets► Please note that these returns represent amounts received by HMM only. Returns shown are primarily due to realizations from assets
including PPE and intercompany receivables.2. Preferential claims
► Liquidators’ expenses, fees and disbursements have been estimated to cover fees and expenses of the liquidator up to the dissolutionof the liquidation, including the estimated costs of any retained employees to oversee the asset realizations. However, the liquidators’expenses does not take into account of professional fess of external parties. We assume that there are no complex matters required tobe handled by the liquidator during the process of liquidation.
3. Unsecured creditors► The unsecured financial creditors refer to the contingent creditors, trade creditors and other creditors. The liquidation analysis was
performed based on the available position of liabilities at the time of preparation of this analysis dated 10 November 2018:► Trade and other liabilities as at 31 March 2018; and► Financial liabilities have been updated to 31 August 2018 (based on the occurrence of certain known events since 31 March
2018).4. Trade and other creditors
► The balances are made up of various items but mainly relate to intercompany trade and non-trade payables.
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Liquidation scenario analysis – HMMOther important matters to note (1/3)
Private and Confidential
Purpose of thisanalysis
► Our analysis has been prepared solely for Hyflux Ltd for the purpose of the Debt Restructuring Exercise. Theanalysis details the estimated realizations from a theoretical liquidation scenario of HMM.
Approach of thisanalysis
► The analysis has been prepared on a ‘bottom-up’ basis where liquidation or sales of assets occur at each individualstandalone entity. This approach takes into account the intercompany flows within the Group which will be importantto the ultimate return to HMM. In this analysis, recoveries to the creditors of HMM includes the value recovered fromcertain Group entities (including outside of Singapore in a number of cases). Additional analysis was performed tofurther consider the estimated realization values derived from material assets / projects (including outside ofSingapore in a number of cases) which may be available to HMM.
► In our analysis we have taken into account some of the standard practices (i.e. the likelihood of repayments fromlocal debtors, the ability of an overseas liquidator to enforce security (where relevant) upon local entities and theease of repatriating cash) that are specific to certain jurisdictions that could possibly have an impact on the ultimateliquidation returns of HMM.
► The data underpinning this analysis has been provided by HMM’s management. No audit procedure nor duediligence has been conducted on this data and it has not been verified for completeness and accuracy. This analysisalso relied on legal advice on the rights and obligations of available relevant agreements provided by HMM.
Estimated returnsto unsecuredcreditors
► The estimated total return to unsecured creditors in a liquidation scenario ranges from S$8.3 million to S$14.4million, based on the assumptions detailed in this analysis, which equates to a return of 3.1% to 5.3% on anundiscounted basis (before taking into account the time value of money). We consider that returns to creditors couldtake up to 5 years to deliver given the market norms in dealing with the complex and multi-jurisdictional structure ofthe Group.
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Liquidation scenario analysis – HMMOther important matters to note (2/3)
Private and Confidential
Overarchingassumptions
The overarching key assumptions that underpin our analysis are as follows:
1. Insolvency date as at 31 March 2018
► The analysis is based on the balance sheet as at 31 March 2018 (proxy to the moratorium date of 22 May2018). Where possible, we have reflected the updated balances based on certain known material eventsresulting in an increase in liabilities since 31 March 2018. As such, any other events post the assumedliquidation date are not considered in the analysis.
► The analysis does not include intercompany realizations from associates and JVs within the Group.
2. Impact of the Hyflux Ltd’s liquidation
► Upon commencement of liquidation of Hyflux Ltd, many of the other Group entities (including HMM,Hydrochem and the EPC business generally) are also assumed to enter liquidation on or around the sametime. Consequently, we also assume that construction activities on projects would immediately cease.
3. Employees
► Most of the employees would have their contracts of employment terminated immediately upon liquidation. Weassume only a small base of skeleton staff would be retained by the liquidator to assist with the realization ofassets.
4. Material asset owning entities / investments
► We have assumed that certain asset owning entities / investments which do not require financial support fromHyflux Ltd, are not placed into liquidation and are instead realized through the sale of shares via an orderly saleprocess.
5. Debt profile
► All debt in HMM is unsecured. No security has been granted to any of the said liabilities.
► In addition to the liabilities reflected on the balance sheet i.e. trade and other payables, HMM also has offbalance sheet exposure to certain EPC works and leases. It has been assumed that all contingent liabilitieshave crystallised.
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Liquidation scenario analysis – HMMOther important matters to note (3/3)
Private and Confidential
Overarchingassumptions(continued)
6. Adjustments to estimated recoveries
► Where assets are held in challenging or complex jurisdictions, we have applied a discount to the likelyrecoverability. However, specific local insolvency laws in jurisdictions that may prove challenging to repatriatecash, have not been examined in further detail.
► The available cash as at 31 March 2018 has been assumed to be partly used for operational purposes, with20% of the balance remaining at the date of the liquidation.
► The balance sheet contains multiple items such as PPE, stocks, prepayments, trade and other receivableswhich are assumed to be realized in a range of 0%-20%. Please note that trade and other receivables relate tothird party receivables.
Assumptions –Low case
► The Low case estimates returns to unsecured creditors where liquidation or sales of assets occur at each individualstandalone entity and we assume that the environment in which the liquidator is trying to realize value from theassets / investments is very challenging.
► The Low case also includes forced sales on certain assets necessitated by the absence of working capital facilitieswhich reduces a liquidator’s ability to transact for maximum value.
Assumptions-High case
► The High case has factored a greater stability into the liquidation process as a whole, largely the key assets /investments could be realized at a higher value.
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