FAQs on Proof of Claim

Query Hyflux’s Response
1.       What is the purpose of asking investors to file a Proof of Claim?

 

 

Hyflux Ltd (“Hyflux”) and three of its subsidiaries (Hydrochem (S) Pte Ltd, Hyflux Engineering Pte Ltd and Hyflux Membrane Manufacturing (S) Pte Ltd) intend to propose a scheme of arrangement (a document setting out its financial restructuring proposal) as part of the Hyflux Group’s ongoing court-supervised reorganization process.

The filing of proofs is a legislative requirement for schemes of arrangement.

Anyone with a claim against the company proposing a scheme is required to file a proof of their claim before he or she is entitled to vote on the restructuring proposal at a scheme meeting.

The claim will be assessed based on the proof and the supporting documents provided with the proof, as well as against the records of the company.

After assessing the claim, a decision will be made on whether to admit the claim, (in part or in full) and the outcome of this assessment will be notified to all parties who filed proofs before the meeting is held.

2.       Who must file a Proof of Claim? What happens if that person does not?

 

Any person who has a claim against (or is owed an obligation by) Hyflux Ltd, Hyflux Engineering Pte Ltd, Hyflux Membrane Manufacturing (S) Pte Ltd and Hydrochem (S) Pte Ltd) is eligible to file a proof of claim.

This includes bank lenders, trade creditors, noteholders, preference shareholders, and perpetual securities holders.

For holders of notes, preference shares and/or perpetual securities, the following applies:

  • As set out in the Notes to the Proof of Claim Forms, if a holder of perpetual capital securities, preference shares or notes does not file a proof (this includes where the holder is a nominee, depository agent, CPF/SRS agent bank etc.), that person will be deemed to have authorised Hyflux to file a proof on their behalf based on the holdings reflected in the CDP records.
  • Persons whose holdings are held through nominees, depository agents, CPF/SRS agent banks etc. (that is, not via a Direct CDP Securities Account)  do not need to file a proof of claim form as their names and holdings will not be reflected in the CDP records available to Hyflux.
  • The CDP records accessible by Hyflux do not disclose the identities and holdings of the ultimate beneficial owners who hold through their nominees, depository agents, CPF/SRS agent banks etc.
  • Accordingly, from a legal perspective, it is the holders whose names are reflected in the CDP records (i.e. the depository agents, CPF/SRS agent banks, nominees, etc.) that are the parties who are able to file the proofs (if they so wish).
  • If such nominees, depository agents, CPF/SRS agent banks etc. (who are the holders reflected on the CDP register) do not to file a proof of claim, such parties will be deemed to have authorised Hyflux to file a proof on their behalf based on their aggregate holding as reflected in CDP’s records.

Ordinary shareholders do not need to file a proof of claim. The scheme of arrangement will not be including ordinary shareholders.

3.       Why must I file a Proof of Claim if my holdings are registered with CDP?

 

It is your legal entitlement to file a proof.

If you choose not to file a proof in respect of your notes, perpetual capital securities or preference shares, you are allowing Hyflux to do so on your behalf based on the holdings reflected in the CDP records.

4.       Who and where do I send the Proof of Claim form to? What documents are required to be enclosed with the form?

 

Completed proof of claim forms should be submitted by 5.00pm on Friday, 15 February 2019 by either email to proofofclaim@hyflux.com or by post to Hyflux Ltd, Hyflux Innovation Centre, 80 Bendemeer Road, Singapore 339949.

You should include all relevant supporting documents in your proof of claim such as invoices, contracts and agreements, or proof of your holdings.

5.       What is the period to file my claims? 

 

Completed proof of claim forms should be submitted by 5.00pm on Friday, 1 March 2019.

There is no minimum period prescribed by law. The timeline has been dictated in part by the long stop date for the investor’s investment (16 April 2019) and the completion of certain other workstreams, negotiations and processes relevant to the scheme process before the company decides to start calling for the filing of proofs.

Holders of notes, preference shares and perpetual capital securities who choose not to file a proof by 1 March (or otherwise fail to do so or do so incorrectly) will be deemed to have authorised Hyflux to do so on their behalf based on what is reflected in the CDP records. These parties would therefore be no worse off in this regard.

6.       What happens if I miss the deadline on 5.00pm, Friday, 1 March 2019? Can I still submit my proof of claims beyond that? If you are the registered holder (that is, reflected in the CDP records) of notes, preference shares, or perpetual securities, and you miss the deadline, you will be deemed to have authorised Hyflux to file a proof on your behalf based on the holdings reflected in the CDP records.

  • Please see the Notes to the Proof Form for notes, preference shares, or perpetual securities.
  • The scheme of arrangement to be proposed is intended to cover the full issue of the notes, perpetual securities and preference shares so no individual holder of any of these securities will be prejudiced or excluded from being entitled to vote at the scheme meeting simply because that holder (or that holder’s nominee, depository agent, CPF/SRS agent bank etc) has failed to file a proof. As stated above, any holder (as reflected in the CDP records) that does not file a proof will be deemed to authorize Hyflux to do so on its behalf based on the CDP records available to Hyflux.

If you are any other stakeholder (not a holder of notes, preference shares, or perpetual securities), and you miss the deadline, you will (subject to the discretion of the Chairman for the Scheme Meeting) not be entitled to vote at the Scheme Meeting(s), and may not be entitled to any payments or distributions made pursuant to the restructuring plan that will be voted upon at the Scheme Meeting(s).

  •  In such event, all your claims against the scheme companies as well as all obligations the scheme companies have towards you will be forever varied, waived, released, discharged and/or extinguished in accordance with the terms of the scheme once the scheme is sanctioned by the Singapore High Court.
7.       How do I know if my proof of claim has been received, and is being processed?

 

If you send your completed proof of claim form by email (to proofofclaim@hyflux.com), you will receive an acknowledgment of your email having been received.

All received proofs will be processed. You will be notified at a later date on whether all or part of your claim has been admitted.

8.       I hold my securities through my bank’s nominee account, but I wish to file the claims myself. Will the proof of claim be considered valid if I submit it together with supporting documents such as a bank letter stating my holdings or my bank statement showing my holdings?

 

Please ask your nominee to file the claim for you as your name would not be reflected on the CDP records and the company will not be able to verify the holdings stated in your proof against what is stated in the CDP register.

If for whatever reason, your nominee fails to file a claim for you, Hyflux will do so based on the holdings reflected in the CDP records.

9.       Can we, the agent bank, file a proof of claims on behalf of all our clients, or do we have to file individual forms in respect of what we hold for individual clients?

 

If you are reflected in the records of CDP as the holder of perpetual capital securities, preference shares or notes, you should file a proof on behalf of all persons you are the registered holder on behalf of. In other words, please state the aggregate holdings in a single proof of claim form.
10.   If my nominee/agent bank/depository agent files the proof then can I, the ultimate beneficial owner of the notes/perpetual capital securities/preference shares, be the one who attends and votes at the scheme meeting?

 

Yes. Once your proof of claim has been filed (either by the holder reflected in the CDP records or by Hyflux on their behalf) and the claim admitted, the said holder can appoint you, the ultimate beneficial owner, as their proxy to attend and vote at the scheme meeting.

The ultimate beneficial owners in such situations (that is, investors holding through such depository agents, agent banks, nominees and sub-accounts) who wish to attend and vote at the scheme meeting should instruct their nominee / CPF/SRS agent bank / depository agent / other relevant service provider accordingly.

After a date for the scheme meeting is ordered by the High Court, a notice to convene the meeting will be issued and announced via SGXNET.

Proxy appointment instructions (for holders who choose not to attend in person) will also be separately disseminated at that point in time.