The Reorganisation Process

FAQs on restructuring agreement

Query Hyflux’s Response
Can you provide more details on the Investor? The Investor is SM Investments Pte Ltd, a company of the consortium comprising the Salim Group and the Medco Group.
What will this strategic investment from the Salim Group and Medco Group involve? Under the agreement that Hyflux Ltd has signed with the Investor, the Investor will invest a total of S$530 million by subscribing for ordinary shares in Hyflux which after the reorganisation, will constitute 60% of Hyflux’s ordinary shares, for S$400 million, and extending an unsecured shareholder’s loan of S$130m. The agreements also provide for the investor to extend rescue financing of S$30m (subject to court approval) pending the prior to the completion of the reorganisation and investment. This rescue financing will be set off against the investment when made.
How soon can the investment be injected into Hyflux?

 

What can existing shareholders and securities holders expect?

The investment is subject to several steps including obtaining regulatory, creditors’ and shareholders’ approvals for various aspects of the investment. One of the conditions to the investment being made is that the existing debts be restructured and reorganised through court proceedings (called a scheme of arrangement) that are part of the ongoing reorganisation process.

Hyflux will engage with creditors on the intended scheme of arrangement to obtain their buy-in.

Hyflux and the Investor will work closely on this exercise, with input from stakeholders. Shareholders and securities holders will be provided with the intended reorganisation plan before any meeting is held for considering and voting on the plan.

Were there other investment opportunities for Hyflux?

How was the Investor’s proposal chosen by Hyflux?

Hyflux was approached by many potential investors. Of these, 16 proceeded to sign non-disclosure agreements so they could conduct due diligence. By end September/early October 2018, Hyflux held discussions with 8 parties regarding a potential strategic investment.

The Investor’s proposal was selected following a competitive bidding process and after detailed consideration, Hyflux’s board unanimously agreed that in the circumstances currently faced by Hyflux, the Investor’s proposal was the best way forward for stakeholders.

One important consideration is the strategic fit between the businesses of the Salim Group and Medco Group and Hyflux’s competencies, with which Hyflux will be best placed to compete and thrive going forward.

What approvals will Hyflux need to get for this investment? There are many authorities Hyflux will need approvals from.

In relation to the scheme of arrangement, the relevant approval of creditors and sanction by the court will need to be obtained.

Shareholders’ approval will be sought at an extraordinary general meeting to be convened for, among other things, issue of new shares for the transactions contemplated.

How does this affect the Tuaspring sale process? Given the Investor’s offer, a voluntary sale of Tuaspring will no longer be actively pursued and Hyflux and the Investor will be engaging with the secured bank creditor on this.
Does Hyflux have plans to start on any new projects as part of this investment? Hyflux continues to look out for opportunities and will explore potential new projects. Hyflux will make further announcements as relevant.
Will Hyflux remain a truly Singaporean brand? Hyflux’s major assets are in Singapore, and Hyflux is proud to have built several infrastructure assets in Singapore. These assets will continue to be in Singapore, and Hyflux will continue to have its Singaporean heritage.

The Investor has the ability to bring Hyflux to new markets, and Hyflux looks forward to working with the Investor to bring the Hyflux brand to new heights.

Will Hyflux be delisted? There are no plans to delist Hyflux Ltd. Meanwhile, Hyflux’s shares and capital securities on SGX continue to be suspended from trading until further announcement.

Updated as at 23 Oct 2018


FAQs on voluntary reorganisation process

Query Hyflux’s Response
What is this reorganisation process that has been commenced and why? The oversupply of gas in the Singapore market has resulted in depressed electricity prices which has adversely impacted TuaSpring’s financial performance in 2017 and in the first quarter of 2018.

As Hyflux operates in a capital intensive industry, Tuaspring’s negative performance has had a knock-on effect on the Group’s overall cash position, resulting in the current liquidity crunch. There were instances where increasing amounts were requested for performance bonds in support of ongoing projects. There were also restrictions on the repatriation of monies into Singapore from completed overseas projects.

In the circumstances, Hyflux decided to commence a transparent financial reorganisation supervised by the High Court of the Republic of Singapore.

In particular, this process will see an effective engagement with stakeholders to formulate a strategy that will bridge the temporary cash gap and optimise value.

It is important to note that this process is not a liquidation or judicial management process.

On the ground, it is business as usual.

Operationally, Hyflux remains committed to our clients and key stakeholders, whom we will engage and work closely with throughout the reorganisation so as to achieve the best possible outcome for all parties.

Is the entire Hyflux Group affected by the court filing? No, you may find the list of entities included in this filing from the announcement on Hyflux’s website here:  http://investors.hyflux.com/newsroom.html
How different is this court-supervised reorganisation process from filing for bankruptcy? This reorganisation process is not a bankruptcy process.

It is important to note that this process is not a liquidation or a judicial management.

The aim of the reorganisation is to provide Hyflux an opportunity to reorganise its liabilities and businesses so as to bridge the temporary cash gap and secure the future value of Hyflux’s business. The process allows for fresh/rescue financing to be procured with the court’s approval and for assets to be divested.

Despite the short term liquidity constraints, with this reorganisation, Hyflux aims to continue to operate its business as usual during this process. In particular,  Hyflux intends to take steps to secure sufficient cash to fund  the completion of its projects which will add significant value to Hyflux’s business.

Hyflux is optimistic that following this process, it will emerge a stronger business thereby optimising value for all of Hyflux’s stakeholders.

When will this reorganisation process be completed? The reorganisation process will take time, as there are several approvals and conditions before the transactions to effect the agreement with the Investor can be completed. The long-stop date for the agreement with the Investor is 16 April 2019.
How much longer will the moratorium last? Following the hearing on 26 November 2018, the High Court has extended the moratorium until 30 April 2019.
There are conflicting views in the media, how do I know what is correct? Publicity surrounding the reorganisation process would invariably involve differing views from people including those not affected by the reorganisation or connected to the Hyflux Group. We regret any confusion caused by that and have sought to minimise the uncertainty caused by conflicting, inaccurate or uninformed views in the public domain by putting in place a communications protocol and dedicated channels for queries from various stakeholders to be addressed directly by the company including through townhall meetings, the court process, the company website, MASNET announcements, a hotline and direct contact with our advisors. We seek your understanding and patience in any delay in any of our communications through this channel as we prioritise the Group’s operations.
Where can I find more information on the reorganisation process? Further information about this process and all updates will be made available on https://www.hyflux.com/financial-reorganisation-exercise/

Company announcements, are available on the on SGXnet, and on Hyflux’s website at http://investors.hyflux.com/newsroom.html

Lastly, you may also reach us on our support hotline at (+65) 3157 7999 from Monday to Friday, 9am to 5pm (Singapore time) or email our legal advisors at hyflux.queries@wongpartnership.com.

How does this affect the Hyflux Group’s operations outside of Singapore? Hyflux commenced the court-supervised process to protect its operations while it seeks to reorganise its businesses and liabilities.

Operations are meant to continue as usual during this period, whether in Singapore or abroad, to minimise disruption to its businesses. Hyflux remains committed to completing our customer projects with the same consistency and excellence that we have always demonstrated.

Presently, the priority is to secure sufficient cash flow in order to complete and deliver on existing projects and operations, both domestic and abroad.

Does Hyflux have sufficient cash to continue operations? Despite the short term liquidity constraints, Hyflux aims with this reorganisation to continue to operate business as usual during this process. Hyflux intends to take steps to secure sufficient cash to complete and deliver on existing projects and operations, both domestic and abroad. Hyflux is also engaging potential financiers on securing fresh/rescue financing as part of the reorganisation process.
What is the extent of Hyflux’s debt obligations? The financial statements and annual reports published by Hyflux are available to the public and contains information on Hyflux’s liabilities. In the course of the reorganisation, updates on the latest financial position will be reviewed and provided to the court and affected parties.
When will Hyflux announce its reorganisation plans? Hyflux will provide updates on the process regularly including when the reorganisation plan has been formulated.
Why have you suspended trading of the shares and securities? At the moment, Hyflux is working with its advisors on how best to manage its cash position during the process, including identifying critical payments to be made.

The situation remains fluid right now, and much depends on the negotiations with our stakeholder groups moving forward. While we aim to provide material updates as soon as we can, the suspension of trading was necessary to avoid any person trading on the exchange without complete information.

Who are your advisors? WongPartnership LLP are our legal advisors and Ernst & Young Solutions LLP are our financial advisors.
What options are available to me? Although a moratorium is in place, a stakeholder who wishes to commence proceedings against Hyflux 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.

Is Hyflux looking for a government bail out? No, Hyflux is not seeking a bail out from the Singapore government.

We have a viable business and are simply seeking to reorganise our liabilities.

We are actively engaging our stakeholders during this process to assess our best options.

Is HyfluxShop affected? No, HyfluxShop is not part of this reorganisation process and is not affected. It is a legally and operationally separate entity from the rest of the Hyflux Group.

Updated as at 29 November 2018