UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Cascal N.V.
(Name of Issuer)
Common Shares, par value €0.50 per share
(Title of Class of Securities)
N1842P109
(CUSIP Number)
Brian Hoffmann
Clifford Chance US LLP
31 West 52nd Street
New York, NY 10019
(212) 878-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 30, 2010
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
CUSIP No. N1842P109
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| 1. | NAME OF REPORTING PERSONS Sembcorp Industries Ltd.
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
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| 3. | SEC USE ONLY
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| 4. | SOURCE OF FUNDS
WC | |||||
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
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| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
29,682,693 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
29,682,693 | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,682,693 | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
96.43%* | |||||
14. | TYPE OF REPORTING PERSON
CO | |||||
* Based on 30,781,543 common shares outstanding as of June 25, 2010 reported in Cascal N.V.’s financial statements on form 20-F filed with the Securities and Exchange Commission on June 25, 2010.
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CUSIP No. N1842P109
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| 1. | NAME OF REPORTING PERSONS Sembcorp Utilities Pte Ltd.
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
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| 3. | SEC USE ONLY
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| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
29,682,693 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
29,682,693 | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,682,693 | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
96.43%* | |||||
14. | TYPE OF REPORTING PERSON
CO | |||||
* Based on 30,781,543 common shares outstanding as of June 25, 2010 reported in Cascal N.V.’s financial statements on form 20-F filed with the Securities and Exchange Commission on June 25, 2010.
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| Item 1. | Securities and Issuer |
This Amendment No. 2, which relates to the common shares, par value €0.50 per share (the “Shares”), of Cascal N.V., a public company with limited liability organized under the laws of The Netherlands (the “Company”), supplements and amends the Amendment No. 1 to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2010 and the statement on Schedule 13D filed with the SEC on April 27, 2010 (as amended, the “Existing Schedule 13D”), by Sembcorp Utilities Pte Ltd., a private limited company organized under the laws of Singapore (“Purchaser”), and Sembcorp Industries Ltd., a public limited company organized under the laws of Singapore (“Parent”) and, together with Purchaser, the “Reporting Persons”). Unless the context otherwise requires, capitalized terms used but not defined herein have the meanings ascribed to them in the Existing Schedule 13D.
Items 4, 5 and 6 of the Existing Schedule 13D are hereby amended as follows below. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Existing Schedule 13D.
| Item 4. | Purpose of the Transaction |
The following is added to amend Items 4(a), (b):
The subsequent offer period of the Offer expired as scheduled at 5:00 p.m. New York City time on July 30, 2010. According to BNY Mellon Shareowner Services, the depositary for the Offer, a total of 29,682,693 Shares were validly tendered and not withdrawn prior to the expiration of the subsequent offer period (including all of the Shares validly tendered and not withdrawn in the initial offer period), representing approximately 96.43% of the issued and outstanding Shares. All of the Shares validly tendered and not withdrawn have been accepted for payment.
Purchaser will continue to make available a convenient platform for the remaining Cascal shareholders to divest their shares, by providing an additional subsequent offer period that will commence at 9:00 a.m. New York City time on August 2, 2010 and expire at 5:00 p.m. New York City time on August 9, 2010. Shares validly tendered during this additional subsequent offer period will be accepted immediately and paid for promptly as they are accepted. Holders of Shares who validly tender during the additional subsequent offer period will receive the same offer price of US$6.75 per Share in cash, less any withholding taxes and without interest, that has been paid to holders who tendered during the original offer period and the first subsequent offer period. Procedures for tendering Shares during the subsequent offer period are the same as during the initial offer period with two exceptions: (1) Shares cannot be delivered by the guaranteed delivery procedure, and (2) pursuant to Rule 14d-7(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Shares tendered during the subsequent offer period may not be withdrawn.
| Item 5. | Interests in Securities of the Issuer. |
Item 5 is hereby amended and restated in its entirety as follows:
(a) Purchaser is the beneficial owner of 29,682,693 Shares, or approximately 96.43% of the Shares outstanding. Parent, as the owner of 100% of the capital stock of Purchaser, may be deemed to have beneficial ownership of the Shares beneficially owned by Purchaser. To the knowledge of the Reporting Persons, no executive officer or director named on Schedule A attached hereto beneficially owns any Shares.
(b) The Reporting Persons have the shared power to vote or direct the vote, and the shared power to dispose or to direct the disposition, of the Shares described herein.
(c) Other than as described in Item 4 of this Schedule 13D, neither Reporting Person nor any executive officer or director named on Schedule A attached hereto has effected any transaction in the Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The following is added to amend Item 6:
The response to Item 4 of this Schedule 13D is incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 2, 2010
| SEMBCORP INDUSTRIES LTD. | ||
| By: | /S/ RICHARD QUEK HONG LIAT | |
| Name: | Richard Quek Hong Liat | |
| Title: | SVP, Group Corporate Finance and M&A | |
| SEMBCORP UTILITIES PTE LTD. | ||
| By: | /S/ RICHARD QUEK HONG LIAT | |
| Name: | Richard Quek Hong Liat | |
| Title: | SVP, Group Corporate Finance and M&A, Sembcorp Industries | |
The Joint Filing Agreement dated April 26, 2010 between Sembcorp Industries Ltd and Sembcorp Utilities Pte Ltd, which was filed as Exhibit 3 to Schedule 13D filed by Sembcorp Industries Ltd and Sembcorp Utilities Pte Ltd with the SEC on April 27, 2010, are hereby incorporated by reference.
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF SEMBCORP INDUSTRIES LTD
Unless otherwise indicated, each of the individuals listed below is a citizen of the Republic of Singapore, the business address of each of such individual is 30 Hill Street #05-04, Singapore 179360 and the principal occupation of each of such individual is with Sembcorp Industries Ltd (“Parent”).
Name, Address and Citizenship | Position with Parent | Principal Occupation and Business Address | ||
| Tang Kin Fei | Director and Group President & CEO | Group President & CEO Sembcorp Industries Ltd 30 Hill Street #05-04 Singapore 179360 | ||
| Ang Kong Hua | Chairman/Director | Executive Director, NSL Ltd, 77 Robinson Road #27-00, Singapore 068896 | ||
| Goh Geok Ling | Director | Retired | ||
Evert Henkes / Citizen of the Netherlands | Director | Retired | ||
| Chin Yoke Choong | Director | Retired | ||
Richard Edward Hale / Citizen of the United Kingdom | Director | Retired | ||
| Lee Suet Fern | Director | Senior Director, Stamford Law Corporation, 9 Raffles Place #32-00 Republic Plaza, Singapore 048619 | ||
| Margaret Lui | Director | Chief Operating Officer Seatown Holdings International Pte Ltd 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 | ||
| Tan Sri Mohd Hassan Marican | Director | Businessman 134 Jalan Teratai, Taman Udajaya Ampang, 68000, Selangor Malaysia | ||
| Low Sin Leng | Executive Vice President | Executive Chairman. Sembcorp Industrial Parks Ltd, 3 Lim Teck Kim Rd, #12-02, Singapore Technologies Building, Singapore 088934 | ||
Name, Address and Citizenship | Position with Parent | Principal Occupation and Business Address | ||
| Koh Chiap Khiong | Group Chief Financial Officer | Group Chief Financial Officer Sembcorp Industries Ltd 30 Hill Street #05-04 Singapore 179360 | ||
Paul David Gavens / Citizen of the United Kingdom | Executive Vice President | Managing Director, Sembcorp Utilities (UK) Limited, Sembcorp UK Headquarters, PO Box 1985, Wilton International, Middlesbrough, TS90 8WS, UK | ||
| Tan Cheng Guan | Executive Vice President, Group Business and Strategic Development | EVP, Group Business and Strategic Development Sembcorp Industries Ltd 30 Hill Street #05-04 Singapore 179360 | ||
| Ng Meng Poh | Executive Vice President | EVP, Head, Singapore Utilities Operations, Acting Head, Asset Management, Sembcorp China and Managing Director, Sembcorp Cogen Sembcorp Industries Ltd 30 Hill Street #05-04 Singapore 179360 | ||
| Wong Weng Sun | Executive Vice President | President & CEO Sembcorp Marine Ltd 29 Tanjong Kling Road Singapore 628054 | ||
EXECUTIVE OFFICERS AND DIRECTORS OF SEMBCORP UTILITIES PTE LTD
Unless otherwise indicated, each of the individuals listed below is a citizen of the Republic of Singapore, the business address of each of such individual is 30 Hill Street #05-04, Singapore 179360 and the principal occupation of each of such individual is with Sembcorp Utilities Pte Ltd (“Purchaser”).
Name, Address and Citizenship | Position with Purchaser | Principal Occupation and Business Address | ||
| Tang Kin Fei | Chairman and Director | Group President & CEO Sembcorp Industries Ltd 30 Hill Street #05-04 Singapore 179360 | ||
| Low Sin Leng | Executive Vice President | Executive Chairman. Sembcorp Industrial Parks Ltd, 3 Lim Teck Kim Rd, #12-02, Singapore Technologies Building, Singapore 088934 | ||
Paul David Gavens / Citizen of the United Kingdom | Director | Managing Director, Sembcorp Utilities (UK) Limited, Sembcorp UK Headquarters, PO Box 1985, Wilton International, Middlesbrough, TS90 8WS, UK | ||
| Tan Cheng Guan | Director | EVP, Group Business and Strategic Development Sembcorp Industries Ltd 30 Hill Street #05-04 Singapore 179360 | ||
| Ng Meng Poh | Director | Head, Singapore Utilities Operations, Acting Head, Asset Management, Sembcorp China and Managing Director, Sembcorp Cogen Sembcorp Industries Ltd 30 Hill Street #05-04 Singapore 179360 | ||
| Koh Chiap Khiong | Director | Group Chief Financial Officer Sembcorp Industries Ltd 30 Hill Street #05-04 Singapore 179360 | ||
