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there might be a rebound later..
i am waiting for tat :)
susan66 ( Date: 10-Aug-2011 11:16) Posted:
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I shorted $4.48, bearish. 
When crisiss like this shorters are very active, very fast both sell and buy . so it is better to safe ????
rotijai ( Date: 10-Aug-2011 09:27) Posted:
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i am sceptical against yesterday's rise..
so i might biased.. i am a bear
New123 ( Date: 10-Aug-2011 09:20) Posted:
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Ok tks. Didnt pick up this morning when it was $4.40... Nvm wait for next opportunity
rotijai ( Date: 10-Aug-2011 09:17) Posted:
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this morning.. yes
not now
New123 ( Date: 10-Aug-2011 09:10) Posted:
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Is it a good time to pick up this counter?
SembMar - DAILY SHARE BUY-BACK NOTICE
Announcement Type: DAILY SHARE BUY-BACK NOTICE
Company: SEMBCORP MARINE LTD
Stock Code/Name: S51 - SembMar
Company: SEMBCORP MARINE LTD
Stock Code/Name: S51 - SembMar
| DAILY SHARE BUY-BACK NOTICE |
|
* Asterisks denote mandatory information |
| Name of Announcer * | SEMBCORP MARINE LTD |
| Company Registration No. | 196300098Z |
| Announcement submitted on behalf of | SEMBCORP MARINE LTD |
| Announcement is submitted with respect to * | SEMBCORP MARINE LTD |
| Announcement is submitted by * | Tan Yah Sze |
| Designation * | Joint Company Secretary |
| Date & Time of Broadcast | 08-Aug-2011 07:17:57 |
| Announcement No. |
00003 |
| > > ANNOUNCEMENT DETAILS |
| The details of the announcement start here ... |
| Name of Overseas Exchange where Company has Dual Listing (if applicable) |
| (A) Share Buy-Back Authority |
| I. | Maximum number of shares authorised for purchase* | 208,486,926 |
| (B) Details of Purchases Made |
| I. | Purchases made by way of market acquisition |
|
CEO SEMBCORP MARINE... ...
Hi ,
Sembcorp is now approaching the neckline at $4.74 , breaking which may see a fast free falling to $3.68 .
Sembmarine just broke its neckline as a support at $5.11 n may go down to $4.11 n to fill a gap at $4.15 .
Bintang .
Sembcorp is now approaching the neckline at $4.74 , breaking which may see a fast free falling to $3.68 .
Sembmarine just broke its neckline as a support at $5.11 n may go down to $4.11 n to fill a gap at $4.15 .
Bintang .
... ...
Is Sembcorp giving dividend this quarter ? ??krisluke ( Date: 02-Aug-2011 23:54) Posted:
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SINGAPORE, Aug 4 (Reuters) - Sembcorp Industries
" We are developing S$5 billion worth of new projects in Singapore, Oman and India to drive the growth of the group and we are making good progress in the development of these projects," said Sembcorp Industries' group president and chief executive officer in a statement. The company said net profit from its utilities business grew 30 percent to S$75.9 million in the second quarter. However, net profit from its marine business, held through Singapore-listed Sembcorp Marine
" The utilities business is expected to deliver a better performance compared to last year and the Singapore operations will continue to be the main driver," Sembcorp Industries said in a statement.
$5.05 ... ...
Seems like my $5.23 as a buy call was mis leading :(((
krisluke ( Date: 15-Jul-2011 23:36) Posted:
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TRADING CENTRAL is a commentary service specialising in technical analysis.
SembMarine: 2Q11 results weaker than expected due to timing issues.
Revenue at $831m, 24% yoy, unchg qoq, as the new rig contracts secured since 4Q10 are still at the planning stage and have not been recognized.
Net profit at $150m, -15% yoy, -1% qoq.
Operating margins at 19.1%, while down from 20% in 1Q11, were higher than last yr’s 18.4%, reflecting pdt mix changes and efficiency gains on repeat orders, which more than offset the cost and forex impact.
Co proposed interim div of 5cts, unchg yoy.
Mgt sanguine on 2H11 prospects. Expects the much publicized deepwater semi, SOnga Eclipse (contract value US$640m) to be delivered in 3Q11, with > 70% of revenue and earnings to be recognized in the same quarter. With an estimated record total of 8 units of FPSOs, fixed platforms and offshore projects to be delivered in 2011, earnings will likely be backend loaded.
Order book stands at $5.7b. Note that there were virtually no orders for 2Q, although SMM secured $1.1b of orders over Jul-Aug, taking ytd order wins to $2.6b. The co still has 8 unexercised options (~$2b) stretching into early 2012. Mgt expects FPSO and fixed-platform related order flow to be very strong and new build momentum to pick up in 2H11.
Nevertheless reduced prospects at Cosco have led some analysts to lower their TP.
Deutsche maintains Buy, lower TP from $7 to $6.30.
BNP maintains Buy, lowers TP from $6.78 to $6.43.
Citi maintains Buy with TP $6.20.
CIMB maintains Outperform and TP $6.45
Revenue at $831m, 24% yoy, unchg qoq, as the new rig contracts secured since 4Q10 are still at the planning stage and have not been recognized.
Net profit at $150m, -15% yoy, -1% qoq.
Operating margins at 19.1%, while down from 20% in 1Q11, were higher than last yr’s 18.4%, reflecting pdt mix changes and efficiency gains on repeat orders, which more than offset the cost and forex impact.
Co proposed interim div of 5cts, unchg yoy.
Mgt sanguine on 2H11 prospects. Expects the much publicized deepwater semi, SOnga Eclipse (contract value US$640m) to be delivered in 3Q11, with > 70% of revenue and earnings to be recognized in the same quarter. With an estimated record total of 8 units of FPSOs, fixed platforms and offshore projects to be delivered in 2011, earnings will likely be backend loaded.
Order book stands at $5.7b. Note that there were virtually no orders for 2Q, although SMM secured $1.1b of orders over Jul-Aug, taking ytd order wins to $2.6b. The co still has 8 unexercised options (~$2b) stretching into early 2012. Mgt expects FPSO and fixed-platform related order flow to be very strong and new build momentum to pick up in 2H11.
Nevertheless reduced prospects at Cosco have led some analysts to lower their TP.
Deutsche maintains Buy, lower TP from $7 to $6.30.
BNP maintains Buy, lowers TP from $6.78 to $6.43.
Citi maintains Buy with TP $6.20.
CIMB maintains Outperform and TP $6.45
STEVENS v. SEMBCORP UTILITIES PTE LTD.
ALAN G. STEVENS, Individually and on Behalf of All Others Similarly Situated, Plaintiff,
v.
SEMBCORP UTILITIES PTE LTD., Defendant.
No. 10 Civ. 4481 (SHS).
United States District Court, S.D. New York.
SIDNEY H. STEIN, District Judge.
Plaintiff Alan G. Stevens, a shareholder of Cascal N.V., initiated this suit alleging that defendant Sembcorp Utilities Pte Ltd. omitted material information from its tender offer to purchase all outstanding Cascal stock. Now pending before the Court is Stevens's motion for attorneys' fees and costs, and a cross-motion of Sembcorp seeking the same. For the reasons set forth below, both motions are denied.
I. BACKGROUND
On May 21, 2010, Sembcorp commenced a tender offer for all outstanding Cascal common stock at $6.75 per share. (Decl. of Mark S. Reich dated Nov. 19, 2010 (" Reich Decl." ) ¶ 5.) The offer was initially set to expire June 21. (Id. ¶ 12.)
Stevens filed this action two weeks later alleging that Sembcorp's offering documents were materially misleading in violation of Section 14(e) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(e). Stevens's chief complaint was that the projections of Cascal's future financial performance in those documents were misleading because they omitted material information. (Compl. ¶¶ 48-52.)
On June 17, Stevens sought a temporary restraining order (" TRO" ) to prevent the expiration of the tender offer. (Reich Decl. ¶ 8.) In opposing this relief, Sembcorp submitted a report that contained more detailed financial projections than those included in the tender offer.1 (Id. ¶ 9.) At a June 18 hearing on the TRO, Sembcorp stated that it intended to file this report with the Securities and Exchange Commission as a supplement to its original tender offer. (Hearing Tr. at 44-46, June 18, 2010.) It further informed the Court of its intention to extend the tender offer beyond June 21 for reasons unrelated to this litigation. (Id.) Sembcorp's plans, Stevens conceded, mooted the principal claims set forth in his original complaint. (See id. at 46-47 Pl.'s Mot. to Dismiss with Prejudice at 1.)
On June 21, Sembcorp made the promised SEC filings. (Sembcorp Utilities Pte Ltd. Schedule TO-T dated June 21, 2010, attached as Ex. B to the Decl. of Anthony M. Candido dated June 23, 2010.) By that time of that filing, more than 86 percent of the shares of Cascal had been tendered to Sembcorp. (Id.) When the offer finally expired on July 8, Sembcorp had obtained more than 92 percent of Cascal's shares. (Reich Decl. ¶ 13.) Sembcorp acquired the remaining Cascal shares via a subsequent tender offer and a squeeze-out merger. (Id.)
On July 20, Stevens filed an amended complaint alleging that Sembcorp had omitted from the tender offer material information concerning Sembcorp's multiyear efforts to purchase Cascal. These omissions allegedly gave Cascal shareholders " a false impression that the terms of the Tender Offer [were] developed pursuant to a robust and fair process." (Am. Compl. ¶ 113 see id. ¶¶ 88-112.) After Sembcorp moved to dismiss the amended complaint, Stevens voluntarily sought dismissal with prejudice. Stevens's motion was granted and Sembcorp's motion was dismissed as moot. (Order dated Sept. 23, 2010.) The pending cross-motions for attorneys' fees followed.
II. DISCUSSION
A. The common-fund rule does not permit Stevens to recover his attorneys' fees from Sembcorp
Stevens claims that he is entitled to have Sembcorp pay his attorneys' fees because this lawsuit spurred the release of financial projections and other information that enabled Cascal's shareholders to better assess the adequacy of Sembcorp's tender offer.
The " long-standing `American Rule'" is that " `the prevailing litigant is ordinarily not entitled to collect a reasonable attorneys' fee from the loser.'" Christensen v. Kiewit-Murdock Inv. Corp., 815 F.2d 206, 210 (2d Cir. 1987) (quoting Alyeska Pipeline Serv. Co. v. Wilderness Soc'y, 421 U.S. 240, 247 (1975)). To avoid the prohibition on fee shifting, Stevens invokes the " common-benefit rule." Rooted in equity, this rule permits a party " to obtain reimbursement of attorneys' fees `in cases where the litigation has conferred a substantial benefit on the members of an ascertainable class' and where it is possible to spread the costs proportionately among the members of the class." Amalgamated Clothing & Textile Workers Union v. Wal-Mart Stores, Inc., 54 F.3d 69, 71 (2d Cir. 1995) (emphasis added) (quoting Mills v. Electric Auto-Lite Co., 396 U.S. 375, 393-94 (1970)). This common-benefit rule most often applies " in shareholder derivative actions[ ] to award fees indirectly against other shareholders benefiting from the law suit by taxing the nominal corporate defendant." Christensen, 815 F.2d at 211. In that scenario, a fee award against the corporate treasury is ratably borne by the corporation's shareholders. The common-benefit rule " does not apply, however, when fees are sought from the assets of the losing party, and the fee award would not . . . be assessed against persons who have derived benefit from the lawsuit." Savoie v. Merchants Bank, 84 F.3d 52, 56 (2d Cir. 1996).
It is uncontested that Sembcorp received no benefit from this suit. (See Pl.'s Reply in Supp. of Attorneys' Fees (" Pl.'s Reply" ) at 2, 8.) Stevens, however, submits that the additional disclosures this lawsuit prompted constituted " a `substantial benefit' to Cascal's shareholders" for the purposes of the common-benefit rule. (Pl.'s Mem. in Supp. of Attorneys' Fees at 8.) Even assuming this is correct, Stevens is not entitled to collect his fees from Sembcorp. Forcing Sembcorp to pay fees would not spread the costs of the litigation to the supposed beneficiaries of this suit — Cascal's shareholders. They have received cash for their shares from Sembcorp and have left the scene. Taxing Sembcorp just " saddle[s] the unsuccessful party with the expenses," which is not the purpose of the common-benefit rule. Mills, 396 U.S. at 396.
Christensen, as does the instant case, involved the attorneys' fees liability of a corporation that had completed a successful cash tender offer. The Christensen plaintiffs, preferred shareholders of a subsidiary of Kiewit Corp., sought attorneys' fees from Keiwit Corp. because their suit allegedly had prompted Kiewit Corp. to cash them out of their shares. The United States Court of Appeals for the Second Circuit held that the common-benefit rule did not permit a fee award because the plaintiffs' sought " fees and costs from Kiewit Corp., not from . . . those persons who purportedly have benefited from [the plaintiffs'] law suit," i.e. the preferred shareholders who profited from Kiewit's tender offer. 815 F.2d at 212. The court concluded that " an award of attorneys' fees and costs against Kiewit Corp. would not `pass-through' to any of the stockholders purportedly benefiting from [the plaintiffs'] law suit. Rather, Kiewit Corp. would have to bear those expenses alone." Id. Such a result amounted to nothing more than impermissible fee shifting. See id. at 211. Sembcorp rightfully submits that the same reasoning applies in the case at bar.2
In rejoinder, Stevens argues that " [i]f a substantial benefit is conferred on a target company and its shareholders by litigation during a tender offer, and the litigation is subsequently mooted, upon the completion of the tender offer, attorneys' fees may be awarded against the target company's successor." (Pl.'s Reply at 6.) A flaw in this successor-liability permutation of the common-benefit rule (which did not appear until Stevens's reply brief) is that it does not comport with the essential requirement that a common-benefit fee award " be assessed against persons who have derived benefit from the lawsuit." Savoie, 84 F.3d at 56 see Boeing Co. v. Van Gemert, 444 U.S. 472, 478-79 (1980) (A " feature[ ] that [has] distinguished our common-fund cases from cases where the shifting of fees was inappropriate. . . . [is] confidence that the costs [of litigation] could indeed be shifted with some exactitude to those benefiting." (internal quotation marks omitted and last alternation in original)).
O'Neill v. Church's Fried Chicken, Inc., 910 F.2d 263, 267 (5th Cir. 1990), the case upon which Stevens chiefly relies, does not stand for the broad successor liability he advocates. To the contrary, the O'Neill court recognized that holding an acquiring corporation liable for attorneys' fees after a successful tender offer is on its face " incongru[ous] . . . with the traditional purposes of the `common benefit' rule." Id. at 266. O'Neill explained that, if it is to be imposed, such successor liability should be reconciled with the common-benefit rule's aim of taxing a suit's costs to the suit's beneficiaries. See id. at 266-67. The O'Neill court found successor liability appropriate in the case before it because the successor corporation was on notice that if it made a tender offer, it was likely that the target company to be acquired would be assessed attorneys' fees in a preexisting derivative suit brought on the target company's behalf. See id. at 267 & n.11. Moreover, in O'Neill, the target company had " in essence concede[d]" that the plaintiff's action had bestowed a " common benefit." Id. at 267. As a result, the offerer was in a position to lower the price offered to the target company's shareholders in anticipation of the fee award, " causing the benefited shareholders, as such, to ratably bear the cost of prosecuting the derivative suit which produced the [tender offer]." Id. On this basis, the O'Neill court found it equitable to " burden . . . the offerer to account for the cost of such potential fee awards in the calculation of his tender offer." Id.
The circumstances that enabled a fee award in O'Neill are not present here. Stevens has not established how Sembcorp could have anticipated a fee award and priced it into its tender offer. The Court is aware of no preexisting derivative suit involving Cascal that would have put Sembcorp on notice that Cascal could potentially be liable for attorneys' fees. The basis for the alleged fee liability is this suit, which was brought after Sembcorp priced its tender offer, not before,3 and which does not include Cascal as a party. The Court does not find it equitable to burden Sembcorp with anticipating that Cascal would become liable for a fee award as a result of a lawsuit that, at the time of Sembcorp's tender offer, did not exist and that never involved Cascal as a party.
Finally, Stevens submits that denying his fee request " would unfairly result in no fee award[ ] for achieving a substantial benefit." (Pl.'s Reply at 8.) To be sure, the common-benefit rule is concerned with fairness. But its concern is the specific inequity that results when a lawsuit's beneficiaries do not bear the suit's costs. Charging fees to Sembcorp — which received no benefit from this suit and which could not have reasonably foreseen that it was acquiring a liability for fees when it made its tender offer for Cascal — does not remedy that inequity. Because a fee award against Sembcorp would not serve the common-benefit rule's purpose of spreading costs among the persons supposedly benefitting from this lawsuit, Sembcorp is not liable for Stevens's attorneys' fees.
B. Sembcorp is not entitled to attorneys' fees pursuant to Rule 11
Sembcorp has cross-moved for an award of the attorneys' fees it expended in moving to dismiss Stevens's amended complaint. Because the Private Securities Litigation Reform Act applies here, if a pleading substantially fails to comply with Federal Rule of Civil Procedure 11(b), there is presumption in favor of a reasonable attorneys' fees award to the opposing party. See 15 U.S.C. § 77z-1(c)(3)(A)(ii). Rule 11(b) generally requires a pleading to have a nonfrivolous basis in law and fact and a valid litigation purpose in order not to be subject to sanction. Sembcorp argues that the amended complaint violated Rule 11(b) because it " was moot before it was filed." (Def.'s Opp. to Mot. for Attorneys' Fees at 14.)
The Court disagrees. The release of certain documents mooted the primary concerns of Stevens's original complaint. But those disclosures did not address the claims asserted in the amended complaint, which alleged omissions in connection with the description of Sembcorp's efforts to purchase Cascal. (See Am. Compl. ¶¶ 88-112.) Sembcorp does not argue that these Section 14(e) claims were so " patently" meritless as to render the amended complaint sanctionable, and the Court does not find them to be so. Rodick v. City of Schenectady, 1 F.3d 1341, 1350 (2d Cir. 1993). Accordingly, Sembcorp is not entitled to its attorneys' fees.
III. CONCLUSION
For the foregoing reasons, the parties' motions for attorneys' fees are both denied.
SO ORDERED.
Footnotes
1. Sembcorp offered this report to demonstrate that the tender offer contained no material omissions. (Hearing Tr. at 34-35, June 18, 2010.)
2. Stevens seeks to blunt the force of Christensen on the ground that any benefit obtained in that litigation went to the preferred shareholders of the acquired company, and not all the shareholders. Nothing in Christensen suggests that that is a meaningful distinction. The Christensen court did not reason that a fee award against Kiewit Corp. was improper because it would assess all shareholders for a benefit enjoyed only by some of them. Rather, it concluded that an award of attorneys' fees against Kiewit Corp. would not result in " any of the stockholders purportedly benefiting" from the suit paying the suit's costs. Christensen, 815 F.2d at 212 (emphasis added). The same conclusion obtains here.
3. Of course, Stevens's claim that Sembcorp omitted material information from its tender offer necessitated that his suit follow the tender offer.
August 1, 2011.
another law suit, It is from sembcorp industries.
rickyw ( Date: 03-Aug-2011 12:58) Posted:
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Sembcorp Marine (BUY Target Price: S$6.66)
Sembcorp Marine (SMM) posted 2Q11 net profit of S$149.7 million, down 15 per cent versus a bumper 2Q10, but broadly in line with expectations. Revenue declined by 24 per cent to S$831.3 million but the variation is, once again, typical of revenue recognition differences. There was less revenue recognition in 2Q11 because the jackup orders secured recently are still in the planning stages. Gross margins, however, have further improved both on a YoY basis and sequentially, and currently stands at 23.7 per cent. We expect this level of profitability to be sustained for the full year, although there could be some fluctuations on a quarterly basis. In fact, 3Q will also see higher-than-usual revenue, as SMM recognises revenue from the previously stalled Songa semi-submersible. SMM has secured US$2.2 billion worth of contracts year-to-date with most being jackup orders. There are also eight options outstanding, collectively worth about a further US$2 billion. We are likely to see a pickup in orders for the deepwater market. Management has indicated that enquiry levels are accelerating further, with buyers now more certain of new regulation implications following the Gulf of Mexico spill. SMM maintained its usual 5 S-cents interim dividend. However, it may be willing to pay out higher annual dividends henceforth, depending on capex and capital requirements.
Our analysis indicates that the group can comfortably pay out a total dividend of 21 S-cents per share per annum for an attractive yield of 3.9 per cent. – Kim Eng Research
will it affect sembcorp industrial as well?
* Q2 net profit S$149.7 mln Reuters f'cast S$183.5 mln
* Secured S$2.6 bln new orders in 2011, orderbook at S$5.7 bln
* Shares down 1.3 pct in 2011, underperforming Keppel
Market SINGAPORE, Aug 2 (Reuters) - Sembcorp Marine
" The fundamentals driving the offshore oil industry remain intact with exploration and production spending by oil majors and national oil companies expected to increase in 2011," the company said in a statement. " As offshore rig demand continues to strengthen in most regions around the world, there is a need for technically advanced, versatile and efficient rigs that will address both the shallow and deepwater prospects.
" However Sembcorp's year-to-date volume of new orders has lagged its main rival Keppel Corp
Sembcorp reported a net profit of S$149.7 million for the three months ended June 30, compared to S$176.1 million a year ago, and missing an average forecast of two analysts surveyed by Reuters of S$183.5 million. The company said the lower net profit was mainly due to timing in recognition of rig building projects.
Its earnings before interest, tax, depreciation, and amortisation (EBITDA) margin stood at 21.5 percent compared to 20.3 percent a year ago. Sembcorp shares have declined by 1.3 percent so far this year, underperforming Keppel which jumped 6.9 percent and the broader market which is down 0.4 percent since the start of 2011.