Sembcorp Salalah Power and Water Company

Disclosure of the resolution of the Annual General Meeting of Sembcorp Salalah Power and Water Company SAOG
2015-03-24
An annual general meeting of the shareholders of Sembcorp Salalah Power and Water Company SAOG (the “Company”) was held on Monday 23 March 2015 at the Hormuz Grand Hotel, Muscat, Sultanate of Oman. The following resolutions were passed:
1. The report of the Board of Directors of the Company for the year ended 31 December 2014 was approved.
2. The reports on Corporate Governance for the financial year ended 31 December 2014 were approved.
3. The financial statements (Balance Sheet and Profit & Loss Account) of the Company for the financial year ended 31 December, 2014 were approved.
4. A proposed cash dividend of 4.2% for the shareholders from the share capital of the Company (equivalent to 42 Baizas per share) to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 1 April 2015 was approved.
5. The sitting fees for the Directors and the Sub-Committees of the Board for an amount of RO 21,250 for the financial year ended 31 December 2014 and the proposed sitting fee for the financial year 2015 was approved.
6. The Directors’ remuneration of RO 84,800 for the financial year ended 31 December 2014 was approved.
7. The transactions and contracts entered into by the Company with related parties, for the year financial year ended 31 December 2014 were approved.
8. The proposed transactions and contracts to be entered into by the Company with related parties, for the year financial year ending 31 December 2015 were approved.
9. The donation of RO 32,000 made to support community services during the financial year ended on 31 December 2014 was approved.
10. A budget of RO. 42,000 for the financial year 2015 to support community services was approved.
11. The appointment of KPMG as the auditors of the Company at a fee of RO. 9,770 for the financial year 2015 was approved.

Middle East Electricity Awards Recognize Sembcorp Salalah for HSE initiatives
2015-03-17
Please refer to the attached file

Download

Invitation to Attend the Annual Ordinary General Meeting
2015-03-08
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is delighted to invite the shareholders of the Company to attend the annual ordinary general meeting to be held at 3.00 p.m. on Monday 23 March 2015 at Hormuz Grand Hotel, Muscat to discuss the following agenda:

1 To consider and approve the Report of the Board of Directors for the financial year ended 31 December 2014.

2 To consider and approve the Corporate Governance Report for the financial year ended 31 December 2014.

3 To consider the Auditor’s Report and approve the financial statements (Balance Sheet and Profit and Loss Account) for the financial year ended 31 December 2014.

4 To consider and approve the recommendation to distribute cash dividends at the rate of 4.2% of the capital (42 baizas per share) to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 1 April 2015.

5 To consider and ratify the directors’ and committees’ sitting fees for the previous financial year and determine the sitting fees for the next financial year.

6 To consider and approve directors’ remuneration amounting to RO 84,800 for the financial year ended on 31 December 2014.

7 To consider and ratify the related party transactions entered into during the financial year ended on 31 December 2014.

8 To consider and approve the related party transactions proposed to be entered into during the financial year ending on 31 December 2015.

9 To inform the meeting of the donations made to support community services during the financial year ended on 31 December 2014.

10 To consider and approve a proposal to spend the total sum of RO 42,000 to support community services during the financial year ending on 31 December 2015.

11 To appoint the auditors of the Company for the financial year ending on 31 December 2015 and determine their fees.

Pursuant to the Articles of Association of the Company, any shareholder has the right to appoint a proxy in writing to attend and vote on decisions taken on his behalf. The proxy should carry the authorised proxy card attached with the notice to attend the general meeting as issued by Muscat Clearing and Depository Company SAOC. If the shareholder is a natural person, he is required to attach with the proxy card a copy of ID for adults, passport for females and minors who do not have an ID card, and resident cards or passports for expatriates. If the shareholder is a juristic person, the proxy card shall be signed by an authorised signatory and sealed with the company’s seal and submitted together with a copy of the commercial registration certificate and authorised signatories form.

All invitees are requested to attend the meetings at least half an hour before the meeting time.

If you have any inquiries kindly contact Tariq Bashir on telephone number 93215022.

Investors Trust Fund Disclosure
2015-03-04
Records of the Investors Trust Fund indicate that there are amounts of RO 16,863.002 which have not been claimed from the Company by shareholders. We request the shareholders to check with the Muscat Clearing and Depository Company SAOC to enquire whether any amounts are owed to them.

Board meeting
2015-02-16
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 16 February 2015:

a) The Board approved and authorised for issuance the Company’s Financial Statements and annual report for the year 2014;
b) The Board approved Code of Corporate Governance report for the year 2014;
c) The Board proposed to distribute a final cash dividend of 42 baizas per share to the Shareholders who are registered in the Company Shareholders’ register with Muscat Clearance & Depository Company SAOC on 1 April 2015. The Company has already paid an interim dividend of RO 92 baizas per share in November 2014. This will give a total dividend of 134 Baizas per share for the full year 2014.

FY2014 Results Release
2015-01-29 08:00 - 17:00 UTC

Initial annual unaudited financial results for the year ended 31 December 2014
2015-01-26
SEMBCORP SALALAH POWER & WATER COMPANY SAOG
Statement of unaudited profit and loss and other comprehensive income
for the year ended 31 December

Unaudited
2014

Audited
2013

RO

RO

Revenue

62,770,756

62,711,862

Cost of sales

(29,186,960)

(29,074,676)

Gross profit

33,583,796

33,637,186

Administrative and general expenses

(1,059,824)

(1,073,617)

Other income

1,683,569

6,184,900

Operating profit

34,207,541

38,748,469

Finance income

134,307

54,117

Finance costs

(19,776,946)

(23,977,012)

Profit before tax

14,564,902

14,825,574

Income tax

(1,751,602)

(3,689,533)

Profit after tax

12,813,300

11,136,041

Other comprehensive (loss) income, net of income tax:

Item that are or may be classified to profit or loss

Effective portion of change in fair value of cash flow hedge

(3,263,949)

18,702,625

Total comprehensive (loss) income for the year

9,549,351

29,838,666

Earnings per share:

Basic earnings per share

0.13

0.12

Sembcorp Salalah Celebrates Oman Environment Day with MECA and Government Dignitaries
2015-01-20

AIWA Awards 2014 for Sembcorp Salalah
2015-01-19

Appointment of Company Secretary and Disclosure Officer
2015-01-06
The Board resolved to appoint Mr Tariq Bashir (the Acting Financial Controller) as the Company Secretary of the Company and Mr Lim Yeow Keong (the CEO of the Company) as the Disclosure Officer of the Company with immediate effect.

3Q2014 Results Release
2014-10-30 08:00 - 17:00

1H2014 Results Release
2014-07-30 08:00 - 17:00

1Q2014 Results Release
2014-04-30 08:00 - 17:00

Annual General Meeting
2014-03-31 08:00 - 17:00

Invitation to AGM (CMA)
2014-03-13

Invitation to AGM
2014-03-13

Statement of Disclosure
2014-03-13

FY2013 Results Release
2014-01-30 08:00 - 17:00

SSPW – MSM disclosure (05 11 13) – OGM
2013-11-07

Press Release on OGM Salalah
2013-11-07

Ordinary General Meeting
2013-11-03 08:00 - 17:00

3Q2013 Results Release
2013-10-30 08:00 - 17:00

Financial Statements (30 June 2013)
2013-10-30
Financial Statements (30 June 2013)

<

Invitation to an OGM – 3rd Nov 2013
2013-10-23
Muscat, 23 October 2013 – Invitation to an Ordinary General
Meeting of Sembcorp Salalah Power & Water Company SAOG.
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG are
pleased to invite the shareholders of the company to attend an Ordinary General
Meeting of the Company (OGM) to be held at 3.00 PM on 3rd November 2013 at the
Capital Market Authority.

Download PDF

Invitation to an OGM – 3rd Nov 2013
2013-10-23

Sembcorp Salalah IPO Raises RO53mn
2013-09-28

Sembcorp Salalah Announces Closing of Initial Public Offering
2013-09-26
OMR 53 million raised in Oman’s largest IPO of 2013

Muscat, 26 September 2013 – Sembcorp Salalah Power & Water Company SAOG (under transformation) (Sembcorp Salalah or the Company), a leading power and water company based in the Dhofar Governorate of Oman, today announced the successful closure of its initial public offering of 35% of the total share capital, or 33,410,019 existing ordinary shares, at a price of OMR 1.590 per share. The issue was opened for subscription on 28 August 2013 and closed on 26 September 2013.

The offering, which raised OMR 53 million, making it the largest in Oman this year as well as one of the largest in the region, was comfortably oversubscribed and attracted strong levels of demand from both retail and institutional investors across the Sultanate, the GCC and Europe. This implies an opening market capitalisation of OMR 152 million. Trading of the company’s shares is set to commence on the Muscat Securities Market on or around 10 October 2013.

HSBC Bank Oman SAOG acted as Issue Manager for the offering. HSBC Bank Middle East Limited acted as Sole Global Coordinator and Bookrunner.

Commenting on the offer close, Mr Lim Yeow Keong, Chief Executive Officer of Sembcorp Salalah, said, “We are delighted by the response we have received from such a wide range of investors in Oman and across the region. The overwhelming support and warm welcome we have received reflects the confidence in Sembcorp Salalah’s stable business model and recognises this unique opportunity to invest in an established operator with strong government support and strong predictability of cash flows.”

“We are thrilled to welcome our new investors to the Sembcorp Salalah shareholder register and we look forward to delivering on our commitment to meet the Dhofar region’s growing and long-term power and water demand.”

Download PDF

Sembcorp Salalah Share Offer Attractive: United Securities
2013-09-19

One Week Until Sembcorp Salalah IPO Offer Close
2013-09-18
Muscat, 18 September 2013 – Sembcorp Salalah Power & Water Company (“Sembcorp Salalah” or “the Company”), a leading power and water company based in the Dhofar Governorate of Oman, has begun the countdown to the completion of its Initial Public Offering (IPO), which launched on 28 August. The IPO, which has seen strong interest from investors across the Sultanate and the broader Gulf region, closes for subscription on 26 September 2013.

The IPO of 33,410,019 existing ordinary shares represents 35% of the issued share capital of Sembcorp Salalah. The shares will be priced at OMR 1.590 per share, inferring a total offer size of OMR 53 million and a market capitalisation on listing of OMR 152 million. The offering is expected to be the biggest in Oman this year. It is proposed that the shares will be admitted to trading on the Muscat Securities Market on or around 10 October 2013.

HSBC Bank Middle East Limited is the Sole Global Coordinator and Bookrunner. HSBC Bank Oman SAOG is the Issue Manager. Retail investors with an interest in participating in the IPO are encouraged to complete and submit their applications in any of the Collecting Banks which include Bank Muscat, Oman Arab Bank, National Bank of Oman and Bank Dhofar.

Commenting on the IPO, Mr Lim Yeow Keong, Chief Executive Officer of Sembcorp Salalah, said, “With only one week to go until our share offer closes, investors in Oman have a limited period in which to participate in our IPO. We are very excited by the widespread positive investor sentiment and significant interest in the Sembcorp Salalah offer that we have seen over the past three weeks. During this time we have presented investors across Oman and the broader Gulf region with a fantastic opportunity to invest in an established operator with strong predictability of cash flows that will result in stable recurring income, a highly attractive dividend yield and opportunities for growth.”

“As we enter the final week of the subscription period, we are still seeing a strong level of demand for the offer, and I look forward to a successful completion on the 26 September.”

About the IPO

•
The offer period commenced on 28 August 2013 and will end on 26 September 2013 at the end of the working hours of the Collecting Banks. It is proposed that the shares will be admitted to trading on the Muscat Securities Market on or around 10 October 2013.

•
The offer is open to Omani and non-Omani individual investors, juristic persons and institutions through two categories.

•
The minimum subscription for Category I investors is 100 shares and in multiples of 100 shares thereafter. For Category II investors, the minimum subscription is 50,100 shares and in multiples of 100 shares thereafter.

•
The maximum subscription for Category I investors is 50,000 shares. For Category II investors, the maximum subscription is 10% of the size of the share offer, which equates to 3,341,000 shares.

•
Shares are allocated on a proportionate basis and must be 100% pre-funded at the Collecting Banks at the time of subscription.

•
The IPO Prospectus, Articles of Association and Application Forms are available from the following Collecting Banks throughout the offer period: Bank Muscat, Oman Arab Bank, National Bank of Oman and Bank Dhofar. There is also an IPO section on the Sembcorp Salalah website www.ttct.net/sembcorp-demo-1/ipo, which contains further information.

About Sembcorp Salalah:

•
Sembcorp Salalah developed, owns and operates an electricity generation and seawater desalination plant, the Salalah Independent Water and Power Plant, located between Taqah and Mirbat in Oman. The plant is located approximately 50 kilometres from Salalah, the administrative town in the Dhofar Governorate.

•
The plant has been in full commercial operation since 25 May 2012 and has a contracted power capacity of 445 megawatts (MW) and a contracted water capacity of 15 million imperial gallons per day (MiGD). It consists of a gas-fired combined cycle power plant and a reverse osmosis seawater desalination plant.

•
As of the date of this announcement, Sembcorp Salalah supplies approximately 72% of the power dispatch and 100% of the net installed water capacity of the Dhofar Governorate.

•
The Company has invested approximately US$1 billion to develop, finance, build, own and operate the plant. It generates its revenues in accordance with a 15-year power and water purchase agreement (PWPA) with the Oman Power and Water Procurement Company (OPWP), which is indirectly wholly-owned by the Omani government.

•
As the largest and most energy-efficient power and water plant in the Dhofar Governorate, the Salalah Independent Water and Power Plant is expected to play a major role in meeting the growing power and water demand of the region into the foreseeable future and beyond.

•
Sembcorp Salalah is currently 60% owned by Sembcorp Utilities, a wholly-owned subsidiary of Singapore-based Sembcorp Industries, 35% owned by Oman Investment Corporation (OIC) and 5% owned by BDCC Investment Company, which is managed by Instrata.

Business Highlights:
Strong predictability of stable cash flows:

•
Sembcorp Salalah has strong predictability of cash flows that are not affected by the amount of power and water actually required by OPWP as the Company is paid on an availability basis, based on the power and water that is made available.

•
Under the PWPA, Sembcorp Salalah is entitled to receive capacity charges from OPWP for 100% of the available power and water capacity of the plant, which comprise approximately 90% of the total revenue of Sembcorp Salalah. These capacity charges are payable by OPWP regardless of whether the actual output of the plant is dispatched by OPWP.

Well-established contractual framework:

•
Sembcorp Salalah’s project represents one of 12 independent power and/or water production projects to be implemented by the government through OPWP on a “build, own and operate” basis and benefits from a well-established contractual framework.

Strong government support and stable revenues due to the strategic importance of both the industry and project:

•
The power and water sectors are of high strategic importance to the Dhofar Governorate and Oman as a whole. As of July 2013, the plant’s capacity constitutes approximately 72% of the power dispatch and 100% of the net installed water capacity of the Dhofar Governorate.

•
Given the projected growth in electricity and water demand, the plant is expected to remain critical to the continued supply of power and water in the Dhofar Governorate in the long term.

Fully operational project with minimal operating risk:

•
The plant is completed and has been in full commercial operation for over 14 months. In addition, Sembcorp Salalah benefits from minimal operating risk as its operator, Sembcorp Salalah O&M Services Company (Sembcorp Salalah O&M), is a joint venture indirectly owned by the Project Sponsors, Sembcorp Utilities and OIC, creating an alignment of interests which ensures that the plant is operated efficiently. Sembcorp Salalah O&M is managed locally and benefits from the procedures and expertise of Sembcorp Utilities, which is well established and has a demonstrated track record of running similar plants across the continents, with facilities of over 5,900 MW of power capacity and over 1,500 MiGD of water in operation and under development globally.

Excess capacity and outage allowance to ensure an extended plant lifespan:

•
Management believes that the excess of actual capacity over the contracted capacity of the plant will more than compensate for the estimated degradation of the plant over the term of the PWPA.

•
The PWPA also allows Sembcorp Salalah to perform maintenance on the power plant at designated off-peak periods of the year. This contemplated maintenance is likely to extend the lifespan of the plant and delay the degradation of its electricity and desalinated water capacity.

Mitigation of fuel risks:

•
Under the natural gas sales agreement between Sembcorp Salalah and the Ministry of Oil & Gas, the plant has mitigated risks associated with gas quality, gas supply and gas price. In the event that natural gas is not available, and provided that Sembcorp Salalah is not in breach of its obligations regarding the operations of the plant, Sembcorp Salalah is still entitled to receive its incremental costs for the use of diesel from the Ministry of Oil & Gas and capacity charges from OPWP.

Extensive experience of the Project Sponsors:

•
Sembcorp Salalah benefits from the extensive water and energy experience of the Project Sponsors. Sembcorp Utilities is a leading energy, water and on-site logistics group with a strong track record in identifying, securing, financing and executing energy and water projects and has a number of strategic relationships and long-term partnerships with multinational customers. OIC is a private equity investment company with strong experience of investing in the region and a diversified portfolio of investments in the oil and gas, petrochemical, construction and manufacturing sectors in Oman.

•
The project is strategically important to the Project Sponsors, who provide Sembcorp Salalah with technological and management capabilities and expertise that are critical to its operational success.

Experienced and skilled operational personnel:.

•
Sembcorp Salalah has the advantage of well-trained and experienced personnel, who bring extensive management expertise and the knowledge sharing of know-how accumulated through decades of experience. Sembcorp Salalah personnel are also able to attend training and off-site sessions with personnel of the Project Sponsors around the world in order to share and exchange knowledge and best practices.

Opportunities for incremental revenue growth:

•
Sembcorp Salalah has two key opportunities for incremental growth of revenues:

i. The expansion of existing facilities to deliver additional desalinated water capacity, in line with the current government policy to minimise use of groundwater, and

ii. The sale of current excess power capacity.

Download PDF

Strong Investor Interest in Sembcorp Salalah IPO
2013-09-18
