Amendment #10

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sh5LusLvBSHyunUlZ4SAReEehWo60vuJHHTI7N2mh12AnhmlS4VZ3us7Hdq/6gQX 7XMJHVTpccQh7cjXYdF9wQ== 0001193125-10-153753.txt : 20100706 0001193125-10-153753.hdr.sgml : 20100705 20100706062210 ACCESSION NUMBER: 0001193125-10-153753 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100706 DATE AS OF CHANGE: 20100706 GROUP MEMBERS: SEMBCORP INDUSTRIES LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cascal N.V. CENTRAL INDEX KEY: 0001404675 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84491 FILM NUMBER: 10937522 BUSINESS ADDRESS: STREET 1: STATION APPROACH STREET 2: DORKING CITY: SURREY STATE: X0 ZIP: RH4 1TZ BUSINESS PHONE: 44(0) 1306 746080 MAIL ADDRESS: STREET 1: STATION APPROACH STREET 2: DORKING CITY: SURREY STATE: X0 ZIP: RH4 1TZ FORMER COMPANY: FORMER CONFORMED NAME: Cascal B.V. DATE OF NAME CHANGE: 20070626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cascal N.V. CENTRAL INDEX KEY: 0001404675 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84491 FILM NUMBER: 10937523 BUSINESS ADDRESS: STREET 1: STATION APPROACH STREET 2: DORKING CITY: SURREY STATE: X0 ZIP: RH4 1TZ BUSINESS PHONE: 44(0) 1306 746080 MAIL ADDRESS: STREET 1: STATION APPROACH STREET 2: DORKING CITY: SURREY STATE: X0 ZIP: RH4 1TZ FORMER COMPANY: FORMER CONFORMED NAME: Cascal B.V. DATE OF NAME CHANGE: 20070626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sembcorp Utilities Pte Ltd. CENTRAL INDEX KEY: 0001490428 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 30 HILL STREET STREET 2: #05-04 CITY: SINGAPORE STATE: U0 ZIP: 179360 BUSINESS PHONE: 6568223293 MAIL ADDRESS: STREET 1: 30 HILL STREET STREET 2: #05-04 CITY: SINGAPORE STATE: U0 ZIP: 179360 SC TO-T/A 1 dsctota.htm AMENDMENT #10 Amendment #10

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement Pursuant to Section 14(D)(1)

of the Securities Exchange Act of 1934

(Amendment No. 10)

CASCAL N.V.

(Name of Subject Company (Issuer))

SEMBCORP UTILITIES PTE LTD.

(Name of Filing Person(s) (Offeror))

a wholly-owned subsidiary of

SEMBCORP INDUSTRIES LTD.

(Name of Filing Persons (Other Persons))

Common Shares, €0.50 par value

(Title of Class of Securities)

N1842P109

(CUSIP Number of class of securities)

Sembcorp Industries Ltd.

30 Hill Street, #05-04

Singapore 179360

Attention: Lim Suet Boey

+ 65 6723 3113

(Name, Address and Telephone No. of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

with a copy to:

Brian Hoffmann

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

(212) 878-8000

Calculation of Filing Fee



Transaction Valuation^*		Amount of Filing Fee^**
US$206,424,065.25		US$14,718.04

For purposes of calculating the fee only. Based on the offer to purchase all of the issued and outstanding common shares of Cascal N.V. at a cash purchase price of US$6.75 per share. According to Cascal’s interim financial statements on form 6-K filed with the Securities and Exchange Commission on February 10, 2010, as of December 31, 2009, 30,581,343 common shares were issued and outstanding. The amount of the filing fee was calculated in accordance with Section 14(g)(3) of and Rule 0-11(d) under the Securities Exchange Act of 1934 as amended.

**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value by .00007130.

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the offsetting fee with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.

Amount Previously Paid: US$14,718.04

Filing Parties: Sembcorp Utilities Pte Ltd./Sembcorp

Industries Ltd.

Form or Registration No.: Schedule TO

Date Filed: May 21, 2010

¨	Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x	third-party tender offer subject to Rule 14d-1.

¨	issuer tender offer subject to Rule 13e-4.

¨	going-private transaction subject to Rule 13e-3.

x	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Amendment No. 10 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 21, 2010 (together with any amendments and supplements thereto, the “Schedule TO”) by Sembcorp Utilities Pte Ltd. (“Purchaser”), a private company limited by shares, incorporated under the laws of Singapore and a wholly-owned subsidiary of Sembcorp Industries Ltd. (“Parent”), a public company limited by shares, incorporated under the laws of Singapore and listed on the main board of the Singapore Exchange. The Schedule TO relates to the offer by Purchaser to purchase all issued and outstanding common shares, par value €.50 per share (the “Shares”) of Cascal N.V. (the “Company”), a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands, at a price of US$6.75 per Share, net to the seller in cash, without interest (subject to any applicable withholding taxes) (that price, or any other price per Share as may be paid in the Offer, is referred to in that document as the “Offer Price”), upon the terms and subject to the conditions specified in the Amendment and Supplement to Offer to Purchase dated June 30, 2010, which amends and supplements the Offer to Purchase dated May 21, 2010 (together, as amended from time to time, the “Offer to Purchase”) and the related Amended and Restated Letter of Transmittal, as amended or supplemented from time to time filed as exhibits thereto and incorporated therein by reference (which, together with the Offer to Purchase and any amendments and supplements hereto or thereto, collectively constitute the “Offer”).

All capitalized terms used in this Amendment No. 10 without definition have the meanings ascribed to them in the Schedule TO.

The information set forth in the Schedule TO remains unchanged, except that such information is hereby amended and supplemented as follows:

Items 1 through 9; Item 11.

The information set forth in the Offer to Purchase, is hereby incorporated by reference in response to Items 1 through 9 and Item 11 in the Schedule TO, and is amended and supplemented by the information specifically provided in the Supplement.

1.	The information in “Schedule A – Information Concerning Directors and Executive Officers of Parent and Purchaser – 1. Directors and Executive Officers of Parent.” is amended and restated as follows:

Koh Chiap Khiong

Group Chief Financial Officer of Parent since July 2010. Deputy Chief Financial Officer of Parent from August 2008 to June 2010.

Director of Purchaser since July 2010. Director of Sembcorp Cogen Pte Ltd since July 2010. Director of Sembcorp NEWater Pte Ltd since July 2010. Director of Sembcorp (Germany) Pte Ltd since October 2009. Director of Sembcorp Gulf Holding Co Ltd since July 2010. Alternate Director of SCU Mauritius Pte Ltd since July 2010. Director of Sembcorp Gas Pte Ltd since March 2009. Chief Financial Officer of PetroSeraya Pte Ltd from May 2005 to July 2008.

2.	The information in “Schedule A – Information Concerning Directors and Executive Officers of Parent and Purchaser – 2. Directors and Executive Officers of Purchaser.” is amended and restated as follows:

Koh Chiap Khiong

Director of Purchaser since July 2010.

Group Chief Financial Officer of Parent since July 2010. Deputy Chief Financial Officer of Parent from August 2008 to June 2010. Director of Sembcorp Cogen Pte Ltd since July 2010. Director of Sembcorp NEWater Pte Ltd since July 2010. Director of Sembcorp (Germany) Pte Ltd since October 2009. Director of Sembcorp Gulf Holding Co Ltd since July 2010. Alternate Director of SCU Mauritius Pte Ltd since July 2010. Director of Sembcorp Gas Pte Ltd since March 2009. Chief Financial Officer of PetroSeraya Pte Ltd from May 2005 to July 2008.

Item 10.

Financial Statements.

Not applicable.

Item 12.

Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

(a)(69) Press Release issued by Parent on July 5, 2010.

Item 13.

Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due 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.

Date: July 6, 2010.


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 Ltd.


SEMBCORP INDUSTRIES LTD.

By:		/S/ RICHARD QUEK HONG LIAT
Name:		Richard Quek Hong Liat
Title:		SVP, Group Corporate Finance and M&A

EXHIBIT INDEX


Exhibit No.

The following are attached as exhibits to the Schedule TO:

(a)(1)		Offer to Purchase, dated May 21, 2010.*

(a)(2)		Form of Letter of Transmittal.*

(a)(3)		Form of Notice of Guaranteed Delivery.*

(a)(4)		Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(5)		Form of Letter to brokers, dealers, commercial banks, trust companies and other nominees.*

(a)(6)		Form of Letter to be used by brokers, dealers, commercial banks, trust companies and other nominees to their clients.*

(a)(7)		Summary newspaper advertisement published in The Wall Street Journal on May 21, 2010.*

(a)(8)		Form of Deed of Transfer (for holders of Dutch Registered Shares).*

(a)(9)		Press Release issued by Purchaser on April 26, 2010 (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on April 26, 2010).*

(a)(10)		Investor Presentation filed by Purchaser on April 26, 2010 (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on April 26, 2010).*

(a)(11)		Complaint filed on April 30, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 5, 2010).*

(a)(12)		Announcement posted by Sembcorp Industries Ltd. on the Singapore Exchange Website on May 4, 2010 (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 5, 2010).*

(a)(13)		Letter from Sembcorp Industries Ltd. to the Editor of The Business Times in Response to Hock Lock Siew Commentary, dated May 10, 2010 (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 10, 2010).*

(a)(14)		Amended Complaint filed on May 11, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil



		Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 12, 2010).*

(a)(15)		Memorandum of Law in Support of Plaintiff’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 11, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 12, 2010).*

(a)(16)		Announcement posted by Sembcorp Industries Ltd. on the Singapore Exchange Website on May 12, 2010 (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 12, 2010).*

(a)(17)		Announcement posted by Sembcorp Industries Ltd. on the Singapore Exchange Website on May 13, 2010 (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 13, 2010).*

(a)(18)		Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Opposition to Cascal N.V.’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(a)(19)		Declaration of Anthony M. Candido in Support of Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Opposition to Cascal N.V.’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(a)(20)		Cascal N.V.’s Order to Show Cause for a Preliminary Injunction and Temporary Restraining Order filed on May 11, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(a)(21)		Declaration of Stephane Richer in Support of Plaintiff’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 11, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*



(a)(22)		Declaration of Marc Greenwald in Support of Plaintiff’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 11, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.3 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(a)(23)		Biwater Investments Ltd.’s and Biwater Holdings Limited’s Notice of Motion to Dismiss for Lack of Jurisdiction or, Alternatively, on Forum Non Conveniens Grounds filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(a)(24)		Memorandum of Law in Support of the Biwater Defendants’ Motion to Dismiss for Lack of Jurisdiction or, Alternatively, on Forum Non Conveniens Grounds filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(a)(25)		Declaration of William Savitt in Support of the Biwater Defendants’ Motion to Dismiss for Lack of Jurisdiction or, Alternatively, on Forum Non Conveniens Grounds filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.3 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(a)(26)		Declaration of Lawrence Magor in Support of the Biwater Defendants’ Motion to Dismiss for Lack of Jurisdiction or, Alternatively, on Forum Non Conveniens Grounds filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.4 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(a)(27)		Order to Show Cause for a Preliminary Injunction and Temporary Restraining Order issued on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(a)(28)		Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Supplemental Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp


		Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(a)(29)		Declaration of Anthony M. Candido in Support of Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Supplemental Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(a)(30)		Declaration of Richard Quek in Support of Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Supplemental Memorandum of Law in Opposition to Cascal N.V.’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.3 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(a)(31)		Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.4 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(a)(32)		Declaration of Martyn Everett in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.5 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(a)(33)		Declaration of Lawrence Magor in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.6 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(a)(34)		Declaration of Won S. Shin in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.7 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*


(a)(35)		Declaration of Alan N. Waxman in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.8 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(a)(36)		Declaration of Tan Cheng Guan in Support of Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Supplemental Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 17, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 18, 2010).*

(a)(37)		Declaration of Richard Evans in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 17, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 18, 2010).*

(a)(38)		Supplemental Declaration of Lawrence Magor in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 17, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.3 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 18, 2010).*

(a)(39)		Cascal N.V.’s Reply Memorandum in Support of Plaintiff’s Application for a Preliminary Injunction filed on May 17, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.4 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 18, 2010).*

(a)(40)		Declaration of Marc Greenwald in Support of Plaintiff’s Application for a Preliminary Injunction filed on May 17, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.5 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 18, 2010).*

(a)(41)		Announcement posted by Sembcorp Industries Ltd. on the Singapore Exchange Website on May 20, 2010 (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 20, 2010).*



(a)(42)		Press Release issued by Purchaser on May 21, 2010.*

(a)(43)		Announcement posted by Sembcorp Industries Ltd. on the Singapore Exchange Website on May 26, 2010.**

(a)(44)		Announcement posted by Sembcorp Industries Ltd. on the Singapore Exchange Website on May 31, 2010.***

(a)(45)		Announcement posted by Sembcorp Industries Ltd. on the Singapore Exchange Website on June 2, 2010.****

(a)(46)		Announcement posted by Sembcorp Industries Ltd. on the Singapore Exchange Website on June 9, 2010.*****

(a)(47)		Complaint filed on June 7, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd.******

(a)(48)		Alan G. Stevens’ Motion for Temporary Restraining Order filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 CV 4481.******

(a)(49)		Alan G. Stevens’ Memorandum of Law in Support of Plaintiff’s Motion for Temporary Restraining Order filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 CV 4481.******

(a)(50)		Alan G. Stevens’ Motion for Expedited Discovery and for Setting a Hearing on Plaintiff’s Motion for Preliminary Injunction filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 CV 4481.******

(a)(51)		Alan G. Stevens’ Memorandum of Law in Support of Plaintiff’s Motion for Expedited Discovery and for Setting a Hearing on Plaintiff’s Motion for Preliminary Injunction filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 CV 4481.******

(a)(52)		Declaration of Mark S. Reich in Support of Plaintiff’s Motion for Temporary Restraining Order filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 CV 4481.******

(a)(53)		Announcement posted by Sembcorp Industries Ltd. on the Singapore Exchange Website on June 17, 2010.******

(a)(54)		Letter from William E. Wallace to The Honorable Sidney H. Stein re: Alan G. Stevens v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS), dated June 17, 2010.*******



(a)(55)		Sembcorp Utilities Pte Ltd.’s Opposition to Alan G. Stevens’ Motion for a Temporary Restraining Order and Preliminary Injunction and his Motion for Expedited Discovery and for Setting a Hearing on Plaintiff’s Motion for a Preliminary Injunction filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS).*******

(a)(56)		Declaration of Anthony M. Candido filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS).*******

(a)(57)		Press Release issued by Sembcorp Industries Ltd. on June 21, 2010.*******

(a)(58)		Notice of Motion to Dismiss by Sembcorp Utilities Pte Ltd. filed on June 23, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS).********

(a)(59)		Sembcorp Utilities Pte Ltd.’s Memorandum of Law in Support of its Motion to Dismiss the Complaint filed on June 23, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS).********

(a)(60)		Declaration of Anthony M. Candido in Support of Sembcorp Utilities Pte Ltd.’s Motion to Dismiss filed on June 23, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS).********

(a)(61)		Press Release issued by Parent on June 30, 2010.*********

(a)(62)		Letter to Stockholders of Cascal from Purchaser, dated June 30, 2010.*********

(a)(63)		Amendment and Supplement to Offer to Purchase dated June 30, 2010.*********

(a)(64)		Amended and Restated Form of Letter of Transmittal.*********

(a)(65)		Revised Form of Notice of Guaranteed Delivery.*********

(a)(66)		Revised Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*********

(a)(67)		Revised Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*********

(a)(68)		Revised Form Deed of Transfer (for Holders of Dutch Registered Shares).*********

(a)(69)		Press Release issued by Parent on July 5, 2010.

(b)		None.



(c)		None.

(d)(1)		Tender Offer and Stockholder Support Agreement, dated April 26, 2010, among Purchaser, Biwater Investments Ltd. and Biwater Holdings Ltd.*

(d)(2)		Tax Indemnity Deed, dated April 26, 2010, between Purchaser and Biwater Holdings Ltd.*

(d)(3)		Pensions Agreement, dated April 26, 2010, among Cascal N.V., Biwater Holdings Ltd. and the Trustees of the Biwater Retirement and Security Scheme.*

(d)(4)		Escrow Agreement, dated April 26, 2010, among Purchaser, Biwater Investments Ltd., HSBC Bank plc, the Trustees of the Biwater Retirement and Security Scheme and The Bank of New York Mellon.*

(d)(5)		Complaint filed on April 30, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 5, 2010).*

(d)(6)		Amended Complaint filed on May 11, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 12, 2010).*

(d)(7)		Memorandum of Law in Support of Plaintiff’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 11, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 12, 2010).*

(d)(8)		Announcement posted by Sembcorp Industries Ltd. on the Singapore Exchange Website on May 13, 2010 (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 13, 2010).*

(d)(9)		Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Opposition to Cascal N.V.’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(d)(10)		Declaration of Anthony M. Candido in Support of Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Opposition to Cascal N.V.’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater



		Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(d)(11)		Cascal N.V.’s Order to Show Cause for a Preliminary Injunction and Temporary Restraining Order filed on May 11, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(d)(12)		Declaration of Stephane Richer in Support of Plaintiff’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 11, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(d)(13)		Declaration of Marc Greenwald in Support of Plaintiff’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 11, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.3 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(d)(14)		Biwater Investments Ltd.’s and Biwater Holdings Limited’s Notice of Motion to Dismiss for Lack of Jurisdiction or, Alternatively, on Forum Non Conveniens Grounds filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(d)(15)		Memorandum of Law in Support of the Biwater Defendants’ Motion to Dismiss for Lack of Jurisdiction or, Alternatively, on Forum Non Conveniens Grounds filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(d)(16)		Declaration of William Savitt in Support of the Biwater Defendants’ Motion to Dismiss for Lack ofJurisdiction or, Alternatively, on Forum Non Conveniens Grounds filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.3 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*



(d)(17)		Declaration of Lawrence Magor in Support of the Biwater Defendants’ Motion to Dismiss for Lack of Jurisdiction or, Alternatively, on Forum Non Conveniens Grounds filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.4 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(d)(18)		Order to Show Cause for a Preliminary Injunction and Temporary Restraining Order issued on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd, Sembcorp Industries Ltd, Biwater Investments Ltd., and Biwater Holdings Limited, Civil Action No. 10-cv-3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 14, 2010).*

(d)(19)		Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Supplemental Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(d)(20)		Declaration of Anthony M. Candido in Support of Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Supplemental Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(d)(21)		Declaration of Richard Quek in Support of Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Supplemental Memorandum of Law in Opposition to Cascal N.V.’s Application for a Temporary Restraining Order and Preliminary Injunction filed on May 12, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.3 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(d)(22)		Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.4 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*



(d)(23)		Declaration of Martyn Everett in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.5 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(d)(24)		Declaration of Lawrence Magor in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.6 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(d)(25)		Declaration of Won S. Shin in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.7 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(d)(26)		Declaration of Alan N. Waxman in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 15, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.8 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 17, 2010).*

(d)(27)		Declaration of Tan Cheng Guan in Support of Sembcorp Utilities Pte Ltd.’s and Sembcorp Industries Ltd.’s Supplemental Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 17, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 18, 2010).*

(d)(28)		Declaration of Richard Evans in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 17, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.2 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 18, 2010).*



(d)(29)		Supplemental Declaration of Lawrence Magor in Support of Biwater Investments Ltd.’s and Biwater Holdings Limited’s Memorandum of Law in Opposition to Cascal N.V.’s Application for a Preliminary Injunction filed on May 17, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.3 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 18, 2010).*

(d)(30)		Cascal N.V.’s Reply Memorandum in Support of Plaintiff’s Application for a Preliminary Injunction filed on May 17, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.4 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 18, 2010).*

(d)(31)		Declaration of Marc Greenwald in Support of Plaintiff’s Application for a Preliminary Injunction filed on May 17, 2010, in the United States District Court for the Southern District of New York, captioned Cascal N.V. v. Sembcorp Utilities Pte Ltd., Sembcorp Industries Ltd., Biwater Investments Ltd., and Biwater Holdings Limited, 10 Civ. 3613 (LAK) (incorporated by reference to Exhibit 99.5 filed under cover of Schedule TO-C by Purchaser with the Securities and Exchange Commission on May 18, 2010).*

(d)(32)		Complaint filed on June 7, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd.******

(d)(33)		Alan G. Stevens’ Motion for Temporary Restraining Order filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 CV 4481.******

(d)(34)		Alan G. Stevens’ Memorandum of Law in Support of Plaintiff’s Motion for Temporary Restraining Order filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 CV 4481.******

(d)(35)		Alan G. Stevens’ Motion for Expedited Discovery and for Setting a Hearing on Plaintiff’s Motion for Preliminary Injunction filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 CV 4481.******

(d)(36)		Alan G. Stevens’ Memorandum of Law in Support of Plaintiff’s Motion for Expedited Discovery and for Setting a Hearing on Plaintiff’s Motion for Preliminary Injunction filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 CV 4481.******



(d)(37)		Declaration of Mark S. Reich in Support of Plaintiff’s Motion for Temporary Restraining Order filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 CV 4481.******

(d)(38)		Letter from William E. Wallace to The Honorable Sidney H. Stein re: Alan G. Stevens v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS), dated June 17, 2010.*******

(d)(39)		Sembcorp Utilities Pte Ltd.’s Opposition to Alan G. Stevens’ Motion for a Temporary Restraining Order and Preliminary Injunction and his Motion for Expedited Discovery and for Setting a Hearing on Plaintiff’s Motion for a Preliminary Injunction filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS).*******

(d)(40)		Declaration of Anthony M. Candido filed on June 17, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS).*******

(d)(41)		Notice of Motion to Dismiss by Sembcorp Utilities Pte Ltd. filed on June 23, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS).********

(d)(42)		Sembcorp Utilities Pte Ltd.’s Memorandum of Law in Support of its Motion to Dismiss the Complaint filed on June 23, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS).********

(d)(43)		Declaration of Anthony M. Candido in Support of Sembcorp Utilities Pte Ltd.’s Motion to Dismiss filed on June 23, 2010, in the United States District Court for the Southern District of New York, captioned Alan G. Stevens, Individually and on Behalf of All Others Similarly Situated v. Sembcorp Utilities Pte Ltd., 10 Civ. 4481 (SHS).********

(e)		None.

(f)		None.

(g)		None.

(h)		None.

*	Previously filed as an Exhibit to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on May 21, 2010.

**	Previously filed as an Exhibit to Amendment No. 1 to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on May 26, 2010.

***	Previously filed as an Exhibit to Amendment No. 2 to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on June 1, 2010.

****	Previously filed as an Exhibit to Amendment No. 3 to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on June 2, 2010.

*****

Previously filed as an Exhibit to Amendment No. 5 to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on June 9, 2010.

******

Previously filed as an Exhibit to Amendment No. 6 to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on June 17, 2010.

*******

Previously filed as an Exhibit to Amendment No. 7 to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on June 21, 2010.

********

Previously filed as an Exhibit to Amendment No. 8 to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on June 24, 2010.

*********

Previously filed as an Exhibit to Amendment No. 9 to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on June 30, 2010.

EX-99.A.69 2 dex99a69.htm EXHIBIT (A)(69) Exhibit (a)(69)

Exhibit (a)(69)

PRESS RELEASE

THE BOARD OF DIRECTORS OF CASCAL CHANGES ITS RECOMMENDATION TO

NEUTRAL; SEMBCORP URGES SHAREHOLDERS TO TENDER SHARES AS DEADLINE

DRAWS NEAR

SINGAPORE, July 5, 2010 – Sembcorp Industries Ltd (Sembcorp) today announces that on July 2, 2010, Cascal N.V. (Cascal) filed with the U.S. Securities and Exchange Commission (the “SEC”) an amendment to its previously filed Schedule 14d-9. The amendment states that the Board of Directors (the “Board”) has determined to withdraw its previous recommendation that stockholders (other than Biwater) reject the tender offer (the “Offer”) by Sembcorp’s wholly-owned subsidiary, Sembcorp Utilities Pte Ltd (Sembcorp Utilities), for all of the issued and outstanding common shares (Shares) of Cascal (NYSE: HOO), a New York Stock Exchange-listed company and not tender their Shares in the Offer, and instead to express no opinion and remain neutral regarding the Offer. In reaching its decision to change its recommendation, the Board indicated that given Sembcorp’s announced intentions with respect to Cascal, including delisting and deregistration of the Shares, there is a substantial likelihood that no active trading market will exist for the Shares and stockholders may not be able to realise value for their Shares, in the short-term or long-term, that is comparable to the consideration offered by Sembcorp. Given this risk of illiquidity, the Board has determined to withdraw its previous recommendations and to express no opinion and remain neutral regarding the Offer, but urges all stockholders to consider their risk of potential long-term illiquidity of their investment versus the risks posed by the Offer. In addition, the amended Schedule 14d-9 indicates that, to the knowledge of Cascal, all of Cascal’s directors and executive officers intend to tender all of their Shares for purchase pursuant to the Offer.

As of today, Sembcorp is not aware of any facts or circumstances that would cause the failure of any of the conditions to the Offer. Accordingly, Sembcorp Utilities will accept all tendered Shares for payment and consummate the Offer at 5:00 p.m. New York City time on Thursday, July 8, 2010 (unless extended), provided that no event resulting in a failure of a condition occurs prior to that time.

As of the close of business on July 2, 2010, approximately 25,722,459 Shares have been tendered into and not withdrawn from the Offer (representing approximately 83.6% of the outstanding Shares, based on 30,781,343 Shares reported by Cascal to be issued and outstanding as of June 25, 2010, including 17,868,543 Shares held by Biwater Investments Ltd., the majority stockholder of Cascal).

Promptly after consummation of the Offer, and subject to and in accordance with applicable laws, Sembcorp intends to cause Cascal to (1) delist the Shares from the New York Stock Exchange, (2) suspend Cascal’s obligation to file reports under the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”), pending termination of registration of the Shares under the Exchange Act and (3) terminate the registration of the Shares under the Exchange Act. If the Shares are delisted, the market for the Shares could be adversely affected. In addition, termination of registration of the Shares under the Exchange Act would reduce the information required to be furnished by Cascal to its stockholders and to the Securities and Exchange Commission and would make certain provisions of the Exchange Act no longer applicable to the Shares.

As the Offer and withdrawal rights are scheduled to expire at 5:00 p.m. New York City time on Thursday, July 8, 2010 (unless extended), Sembcorp urges Cascal’s stockholders to accept the Offer as soon as possible if they wish to take advantage of this opportunity.

Cascal’s stockholders may obtain copies of all of the offering documents free of charge at the SEC’s website (www.sec.gov) or by directing a request to MacKenzie Partners, Inc., the Information Agent for the offer, at 212-929-5500 or toll-free at 800-322-2885.

IMPORTANT NOTICE: This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any common shares of Cascal. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related letter of transmittal and other offer materials) filed by Sembcorp with the U.S. Securities and Exchange Commission (SEC) on May 21, 2010. The solicitation of offers to buy common shares of Cascal is only being made pursuant to the Offer to Purchase, the Letter of Transmittal and related documents. Cascal shareholders are strongly advised to read the tender offer statement and the solicitation/recommendation statement regarding the tender offer as they contain important information, including the various terms of, and conditions to, the tender offer.

Investors and stockholders may obtain free copies of these statements and other documents filed by Sembcorp Utilities and Cascal at the U.S. Securities and Exchange Commission’s website at www.sec.gov. Cascal’s stockholders may obtain copies of all of the offering documents free of charge at the SEC’s website (www.sec.gov) or by directing a request to MacKenzie Partners, Inc., the Information Agent for the offer, at 212-929-5500 or toll-free at 800-322-2885. The tender offer will expire at 5:00 p.m. New York City time on July 8, 2010, unless extended in the manner set forth in the Offer to Purchase. Investors and stockholders should seek legal or other professional advice before acting or relying on any of the information provided above.

- END -

For media and analysts queries please contact:

For Singapore:

Ng Lay San (Ms)

Vice President

Group Corporate Relations

DID: +65 6723 3150

Email: ng.laysan@sembcorp.com

Fock Siu Ling (Ms)

PR Counsel

Group Corporate Relations

DID: +65 6723 3152

Email: fock.siuling@sembcorp.com

Lim Yuan See (Ms)

Associate Director, Singapore

Kreab Gavin Anderson

DID: +65 6339 9110

Email: ylim@kreabgavinanderson.com

For US:

Richard A. Mahony (Mr)

Managing Partner, New York

Kreab Gavin Anderson

DID: +1 (212) 515 1960

Email: rmahony@kreabgavinanderson.com

For UK:

Natalie Biasin (Ms)

Associate Director, London

Kreab Gavin Anderson

DID: +44 (0) 20 7074 1864

Email: nbiasin@kreabgavinanderson.com

ABOUT SEMBCORP INDUSTRIES

Sembcorp Industries is a leading energy, water and marine group. With facilities with over 5,200 megawatts of power capacity and over four million cubic meters of water per day in operation and under development, Sembcorp is a trusted provider of essential energy and water solutions to customers in Singapore, China, India, Vietnam, the UK, Oman and the UAE.

Aside from its energy and water business, the Sembcorp Industries Group also encompasses a world leader in marine & offshore engineering, as well as an established provider of environmental services and developer of integrated townships and industrial parks. The Group has total assets of over S$9 billion and employs more than 6,700 employees. Listed on the main board of the Singapore Exchange, it is a component stock of the Straits Times Index and several MSCI indices.

ABOUT SEMBCORP’S WATER BUSINESS

Competitive and technologically advanced water solutions are core to Sembcorp’s utilities service offering. Globally, Sembcorp owns and manages water facilities with a combined capacity of over four million cubic meters per day in operation and under development serving both municipal and industrial customers.

Sembcorp’s broad expertise in wastewater treatment encompasses the ability to treat highly concentrated wastewater and high salinity wastewater discharged by industries, using advanced biological treatment processes. Furthermore, it is able to reclaim high grade industrial water, demineralized water and potable water from treated effluent. Through treating wastewater and recovering usable water from the effluent which can in turn be supplied back to customers, Sembcorp’s facilities are able to minimize liquid discharge and promote a sustainable alternative water supply.

The company also has expertise in both reverse osmosis and thermal processes for seawater desalination and provides water for industrial use to customers in petrochemical and chemical zones. These include demineralized water, industrial water, raw water, chilled water, cooling water and seawater cooling.

Note to Editors:

Following a company rebrand, please refer to the company as “Sembcorp” (with “S” in upper case and “c” in lower case), or “Sembcorp Industries” in full. Please also note that “Sembcorp” is not an abbreviation of “Sembawang Corporation” but a brand name in itself, and it is therefore incorrect to refer to our company as “Sembawang”, “Sembawang Corporation” or similar.

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