For Shareholders And Holders Of Securities

 

Query Hyflux’s Response
Can I bring any claims under the securities I hold? Although a moratorium is in place, a creditor who wishes to commence proceedings against Hyflux is not without recourse as he may apply to court for leave to do so.

However, we are not able to comment on the likelihood of such leave being granted. You may wish to seek independent legal advice on this.

If you are currently represented by lawyers (whether in Singapore or overseas) in relation to any claims you may have previously pursued against the Hyflux entities in the reorganisation, please contact our lawyers at Hyflux.queries@wongpartnership.com or write to  WongPartnership LLP at 12 Marina Boulevard, Level 28, Singapore 018982 (correspondence to be marked attention to Mr. Manoj Sandrasegara / Ms. Smitha Menon / Mr. Joel Chng) and our lawyers will liaise directly with your lawyers moving forward.

If you are not currently represented by a lawyer, and intend to obtain legal advice on this matter, your lawyers can reach out to us once they have been instructed by you.

Who is acting as trustee for the 6% Perpetual Securities?

How do I reach out to the trustee for the 6% Perpetual Securities?

If you are a holder of the S$500 million 6.00% Perpetual Capital Securities (SGX:BTWZ) and have questions about your rights, you may direct your queries to the trustee, Perpetual (Asia) Limited.

The contact information of Perpetual (Asia) Limited, as provided in the Offer Information Statement dated 17 May 2016 is:

Perpetual (Asia) Limited

16 Collyer Quay #26-02

Singapore 049318

Further information can be obtained on Perpetual (Asia) Limited from their website at https://www.perpetual.com.sg/

Should I sell my shares and/or securities, once the suspension has been lifted? Hyflux is not in a position to provide you with investment advice. You may wish to consult your personal financial advisor and/or tax advisor.
Will Hyflux continue to file public reports, like earnings and financial results? Hyflux will continue to file necessary items as may be required under Singapore law.

In addition, in the course of the reorganisation, updates on the latest financial position will be reviewed and provided to the court and interested parties to ensure stakeholders are kept informed.

How long is the share and securities suspension? Hyflux is not able at this time to determine with certainty how long the reorganisation process is going to take, as much will depend on our negotiations with stakeholder groups.

Hyflux does however intend to lift the suspension as soon as it is appropriate to do so, without compromising the interests of any stakeholder group.

Will I lose all my shares? No, you will not. The Company has requested for a voluntary trading suspension of its shares and securities to protect the interests of each stakeholder group, and to avoid a potential situation where trading in such shares and securities may occur in the absence of complete information on the ongoing reorganisation process. The Company intends to request for a lifting of the trading suspension as soon as it is appropriate to do so without compromising the interests of any stakeholder group. No other decisions have been made at this stage of the process.
Would there be any town hall meetings with the securities holders and shareholders? Yes.

Hyflux will work with the Securities Investors Association (Singapore) to ensure that we effectively engage our shareholders and securities holders at this time.

SIAS has released a press statement on 23 May 2018, which our investors can access here: https://www.hyflux.com/financial-reorganisation-exercise/shareholders-and-holders-of-securities/

Hyflux will be organising town hall meetings with its shareholders and securities holders as soon as possible and notice of these meetings will be published in the Straits Times and Lianhe Zaobao as well as posted on Hyflux’s website.

Shareholders and securities holders who wish to attend or otherwise be kept informed of town hall meetings can register their interest with SIAS at admin@sias.org.sg, and https://www.hyflux.com/financial-reorganisation-exercise/

In the meantime, Hyflux requires your continued support as stakeholders in order to resolve its current difficulties.

Will be coupons, dividends or distributions be paid on the securities?

 

As part of the reorganisation process, the Board of Directors will be working with Hyflux’s advisors to conserve the Hyflux Group’s cash and only make payments critical to the continued operation of the Hyflux Group’s businesses.

In this regard, Hyflux has been advised that the payment of the distribution on its S$500 million 6.00% Perpetual Capital Securities (SGX:BTWZ) which was scheduled on 28 May 2018 (on account of 27 May 2018 falling on a Sunday) should not be made at this point in time. We will provide updates as soon as we can.

If you wish to be kept informed of town hall meetings, you can register your interest with SIAS at admin@sias.org.sg, and https://www.hyflux.com/financial-reorganisation-exercise/

What about the distribution of the 6% Perpetual Capital Securities on 28 May 2018? Hyflux has been advised that the payment of the distribution on its S$500 million 6.00% Perpetual Capital Securities (SGX:BTWZ) which was scheduled on 28 May 2018 (on account of 27 May 2018 falling on a Sunday) should not be made at this point in time. We will provide updates as soon as we can.

Hyflux and our advisors will be organising a town hall meeting with our retail investors as soon as possible, and we will endeavour to address your queries as best as we can.

If you wish to be kept informed of town hall meetings, you can register your interest with SIAS at admin@sias.org.sg, and https://www.hyflux.com/financial-reorganisation-exercise/

How much can I get back? We are currently assessing the position of all securities holders within the context of our reorganisation process, which will involve the engagement of all stakeholders including the securities holders. No decisions have been made at this commencement stage of the process.
Will Hyflux be redeeming/making payment on its notes/when will payment be made on the notes? The situation remains fluid right now, and much depends on the negotiations with our key stakeholder groups, including the securities holders, moving forward. Hyflux is working with its advisors on how best to manage its cash position during the process and the critical payments to be made. We will provide updates in due course.

Updated as at 4 June 2018


UPDATES FROM TOWNHALL MEETINGS

I. FAQs from Securities Investors Association (Singapore) and responses by Hyflux at town hall meetings

Question Response
What triggered Hyflux to file for court protection on 22 May 2018? Why was there no indication of this intention in the 1Q 2018 results release on 9 May 2018?

 

There was no single event that triggered the Company to consider reorganising its liabilities. The Group had been incurring losses from its Tuaspring plant since 2016 due to prolonged weakness in the Singapore power market as a result of excess take-or-pay gas in the market committed by all the power generation companies, and a lower than projected energy demand in the Singapore market. These losses have gradually weakened the Group’s balance sheet and its perceived ability to raise new financing. The weak power market has also resulted in delay in the Group’s ability to divest the Tuaspring plant, the largest asset on its balance sheet, which is part of the Group’s asset light strategy to recycle capital in a capital-intensive industry.

The 1Q 2018 results were released on 9 May 2018 after review with the Board. At that time, there was no plan to file for court protection. During the Board meeting on 9 May 2018, the Board proactively advised management to consider how to protect the business in the event of further delay in asset sale or unexpected delays in projects under construction. It was proposed that management explore consultation with external advisors to assess its current situation.

After external advisors were appointed, the Company was advised to file for court protection under Section 211B of the Companies Act in order to preserve its assets and reorganise its liabilities so as to maximise value for stakeholders. After obtaining Board approval, the Company then filed for court protection. It is important to note that there was no default on any payments or legal demands for payment prior to the filing. The filing was voluntary to be proactive in protecting stakeholders.

Why did Hyflux announce on 10 May 2018 the payment date for the S$500 million 6.00% Perpetual Capital Securities (SGX:BTWZ)
(“Perpetual Securities”)dividend when it did not have the intention to make the payment?
When Hyflux made the announcement on 10 May 2018, it intended to make the payment on the Perpetual Securities dividend later that month.

Subsequently, with the appointment of external advisors, the Company was made aware that filing a s211B application would constitute an event of default in some contracts such as the financing documents but was also advised that with a moratorium, no party could act on the event of default by pursuing enforcement proceedings against the Company.

The Company was advised that once a reorganisation process commenced, all creditors should be treated equally so there is no concern over unfair or preferential treatment.  It was in this context that the Company was advised on 14 May at the first meeting with its newly appointed advisors that the Company may have to refrain from payment of the distribution.

The advisors then commenced a review of the legal and financial documents and it was only upon such review that they were able to advise the Company, on 19 May 2018, that the payment should not be made.

Why did Hyflux spin off HyfluxShop in Feb 2018 and inject $20mil into HyfluxShop preference shares when it is facing liquidity constraints itself?
3 Aug 2017: Board deliberated on consumer business spin off. Decision made and announced.
27 Oct 2017: External advisors (Prime Partners and Lee & Lee) appointed to advise the Company on the DIS
17 Jan 2018: DIS circular dispatched to Hyflux Ltd shareholders
1 Feb 2018: Hyflux EGM to approve DIS
15 Feb 2018: DIS completed
8 Mar – 23 Apr 2018: General offer by Ms Olivia Lum to buy HyfluxShop shares
(Reason: Provide avenue for shareholders unable to hold unlisted HSH shares to sell their shares without having to look for willing buyers. Requested by infrastructure funds.)

Hyflux’s business is primarily in the municipal space. While it did have a consumer offering of home lifestyle products for many years, this consumer business started to grow sharply in the last 2 years with the addition of the ELO line of products.

Recognising the need for more funding to support clinical trials and market expansion, the Board deliberated on the separation of the consumer business in early August 2017. The decision to spin off the consumer business was made and announced on 3 Aug 2017. The spin-off would allow the consumer business to raise its own separate funding without taxing the Hyflux Group, and also allow for a separate team with relevant skillsets to lead and manage the consumer business.

External advisors were appointed in Oct 2017 to advise the Company on the dividend in specie to distribute 70% of the HyfluxShop business to existing Hyflux shareholders. The DIS was approved by Hyflux shareholders on 1 Feb 2018 and the DIS completed on 15 Feb 2018.

Around that same time, legacy intercompany balances owing by HyfluxShop to Hyflux dating back to January 2016 were replaced by $20mil preference shares at 6% coupon. This was a non-cash transaction. The 6% coupon reflects Hyflux Ltd’s own borrowing costs on preference shares and better reflects the arms-length nature of funding between the 2 entities which is expected to have different sets of shareholders over time.

With the completion of the dividend in specie in mid-February 2018, HyfluxShop was effectively a public unlisted company which did not have a platform for shareholders to buy and sell their HyfluxShop shares. As some of Hyflux shareholders were infrastructure funds who do not have the mandate to hold unlisted shares, Ms Olivia Lum offered to buy these shares through a Controlling Shareholder Purchase exercise advised by Prime Partners and Lee & Lee. The plan was to cap these purchases up to the point where her stake is just below 30% so that it would not trigger a general offer for all shares. Unfortunately, this was not approved by the Securities Industry Council so the Controlling Shareholder Purchase was converted into a General Offer instead.

Will management be sharing any of the “pain” in the restructuring plan in terms of pay cuts or deferred bonuses? As part of the restructuring plan, the Company will be looking at cost cutting measures including rental costs and other overheads. Since the start of the year, the Group’s Corporate headcount has reduced by about 16% as employees who resigned were not replaced. Instead, existing managers have taken on additional workload without additional pay. In fact, as the weakness in the Singapore power market has been impacting the Group since 2016, the Company had started implementing management pay freezes and no bonuses since 2016.
Based on information disclosed in the past annual reports, the remuneration for the Executive Chairman and CEO has shifted from a higher mix of stock options towards higher mix of salary?

Why not have a higher percentage of stock options to align with the interest of the investors?

Under the Hyflux Employee Share Option Scheme approved by shareholders, share options granted to Ms Olivia Lum shall not exceed 10% of the total number of shares to be issued under the scheme (please see Hyflux’s 2017 Annual Report at page 48). As this cap has already been reached, no more share options may be granted to Ms Lum. This explains the shift in compensation mix towards fixed salary.

In fact, Ms Lum had voluntarily opted for a pay freeze for the last 7 years.

Why is the role of Chairman and CEO not separated? With so many long-serving directors on the Board, is there sufficient check and balance? The current challenges facing the Group is driven by market conditions of the Singapore power sector, and not a result of corporate governance issues. All investments into any particular project recommended by management is reviewed and approved at Board level. None of the directors have any self interest in the Group’s investment into any project, including the Tuaspring project.
What is the proposed restructuring plan? Will there be any haircuts or any debt to equity swaps?

Would all accrued coupons and future coupons falling due be paid upon maturity of the notes/ preference shares?

How much will shareholders be diluted?

We are currently assessing the position of all shares and securities holders within the context of our reorganisation process, and working hard to preserve value for all stakeholders including the securities holders. No decisions have been made at this stage of the process.

We will share more information when there is more clarity on the plan.

Hyflux has been trying to sell Tuaspring for more than a year. Given the losses in this project, was it realistic to hold out for book value instead of selling it off earlier and cutting losses? As an important water asset in Singapore, the sale of Tuaspring requires regulatory approval at different stages of the sale process, eg. interested parties first need to be approved by the authorities, and need to sign a non-disclosure agreement before they are allowed access to information on Tuaspring to start their due diligence. Information to be shared to potential bidders also need to be approved by the authorities first. As such, the Tuaspring sale process is lengthier than the typical sale process.

In the end, the final price will be determined on a willing-buyer willing-seller basis. Our starting point is book value and while we did previously receive an indicative bid close to book value, at this time, the Group has yet to receive a firm offer that it deems reasonable for Tuaspring.

What is the reason for signing the consensual agreement with Maybank?

If the sale is now compressed into 3 months, what is the likelihood that it can fetch a good price?

Hyflux had previously announced that it would redeem the preference shares upon the divestment of Tuaspring. Is that still the plan?

Maybank is the only secured lender in the Tuaspring project, and is able to appoint a receiver to force a firesale of Tuaspring. By signing the consensual agreement, both parties agree to work together to secure a buyer within a defined timeline. As the process to sell Tuaspring already started last year, we are merely reactivating the process and not starting from scratch.

Under the current moratorium, any payment to preference shareholders and other creditors will be subject to the overall restructuring plan.

Why did Hyflux enter into the power business when it is primarily a water company? Was it a mistake on hindsight? Hyflux operates in the infrastructure sector where track record is critical in securing new projects. In order to remain competitive, it is therefore necessary for Hyflux to expand its offering in the infrastructure business. Tuaspring is Hyflux’s first Integrated Water and Power Project. Having the Tuaspring plant added to our portfolio of landmark projects allows Hyflux to bid for other Integrated Water and Power Projects as well as independent power projects in other parts of the world. (As an example, the Ain Sokhna project in Egypt was awarded to Hyflux as it has the proven track record of Tuaspring.)

When Hyflux first won the Tuaspring project bid in 2011, industry experts projected strong profitability from the sale of electricity in the Singapore power market, with electricity demand projected to grow significantly. The viability of the Tuaspring project was also independently supported by the banking community which enabled project financing to be arranged.

Who are the strategic investors that will come in at this stage? Is the Singapore government likely to “save” Hyflux given the issue of water security for Singapore? Together with our advisors, we are currently engaging several strategic investors who see the value of the Group’s infrastructure business. As negotiations are ongoing, we cannot make the details public yet. We will share more information on the strategic investors when discussions reach a more advanced stage. We are unable to speak on behalf of the Singapore government.

II. Informal Stakeholders Meetings on 19 & 20 July 2018 – Presentation Slides

Townhall Meeting Presentation

Updated as at 20 July 2018


SECURITIES INVESTORS ASSOCIATION (SINGAPORE) PRESS STATEMENT

25 May 2018

Press Statement: Meeting between Ms Olivia Lum of Hyflux and SIAS

Dear Editor,

President of SIAS, Mr David Gerald, this afternoon met with Chief Executive of Hyflux, Ms Olivia Lum to discuss the issues of the company and the impact to retail investors.

SIAS is reassured by Ms Lum that Hyflux will actively engage SIAS in its current efforts to reorganise its business and address its debt woes. Hyflux is agreeable to meet with shareholders, note holders, perpetual securities holders and preferences shareholders at townhall meetings that SIAS will be organising in due course to update them on the progress. While retail investors are worrying as to the outcome of their investments, SIAS is reassured that the company is doing its best, given the circumstances, to maintain value of their investments but they do need time to achieve this outcome.

SIAS has reiterated its call to accord equal treatment to the perpetual and preferential securities investors as they are retail investors and are not on the same footing as Institutional investors. SIAS would like to see every effort made to find ways of preserving the value of their investment.

David Gerald
President & CEO
SIAS


SECURITIES INVESTORS ASSOCIATION (SINGAPORE) PRESS STATEMENT

23 May 2018

Press Statement: Hyflux – Stakeholders need to be engaged

Dear Editor,

The news that Hyflux is seeking court protection to reorganize its business and address its debt comes as a worry to many retail investors, as many retail investors are invested not only as shareholders, but also through bonds, perpetual securities and preference shares. While shareholders may have been updated of the company’s situation at the recent AGM, retail investors in their bonds, perpetual securities and preference shares may not have had the opportunity to be updated and are disturbed by the recent announcement.

Hyflux has reached out to SIAS and has reassured SIAS that, as they reorganize their business and address their debt, stakeholders would be engaged actively, so as to resolve the relevant issues.

The company will require support from all stakeholders to allow them to address their issues. This will take some time. SIAS would not like to see the company going into liquidation. To this end, SIAS will work with the company to organize townhall meetings with the stakeholders in the near future. Retail investors wanting to be kept informed of the townhall meetings can register their interest with SIAS at admin@sias.org.sg, with their contact details and indicate if they are a shareholder, preference shareholder, bond holder or perpetual securities holder.

David Gerald
President & CEO
SIAS