Aneka Samudera enters novation of ship SPA

By Peni Pedriawan

PT Aneka Samudera Lintas, an Indonesian subsidiary of Singapore-based Manhattan Resources Ltd, has entered into a novation of ship sale and purchase agreement (SPA), and proposed lease arrangement to help deal with restrictions imposed by the Indonesian shippings law over its recent move to import vessels.

The move was unveiled and explained by the company in the following statement obtained on Tuesday.

Manhattan Resources Limited refers to its announcement on 14 August 2012 in which the Board announced that PT Aneka Samudera Lintas (PT Aneka), a subsidiary of the Company, had on 18 July 2012, entered into a ship sale and purchase agreement (Ship Sale and Purchase Agreement) with Teraoka Shoji Inc. (Teraoka) to purchase (i) three units of D/W 2500T Coal Carrier Barge (Gravity Collect System) and G/T 19T Type Pusher Boat; and (ii) two units of D/W 8000T Coal Carrier Flat Barge and G/T 39T Type Pusher Boat (collectively the Vessels), for a purchase price of US$14,040,000.00, to be paid over five (5) installments.

In Indonesia, the registration of the ownership of vessels is regulated by, amongst others, the Law No.17 on Shipping (Indonesian Shipping Laws). Accordingly, one of the requirements stipulates that, in order for vessels, which are owned by Indonesia-incorporated business entities, to be registered in Indonesia, the majority (that is, more than 50%) of the shares in the entity have to be owned by Indonesian citizens or Indonesian entities (Registration Requirement).

In view of the implementation and strict enforcement by the Ministry of Transportation in Indonesia of the Indonesian Shipping Laws, PT Aneka has been advised that its acquisition and importation of the Vessels from Teraoka will be adversely affected and that it may not be able to procure registration of those Vessels in its name with the Ministry of Transportation in Indonesia.

In this regard, PT Aneka has, on 24 April 2013, entered into a novation of ship sale and purchase agreement (Novation Agreement) with its Singapore-incorporated immediate holding company, MR Logistics Pte. Ltd. (MR Logistics) and Teraoka.

The Novation is strategic and the Board believes that it is in the best interests of PT Aneka because it allowed MR Logistics, PT Aneka?s immediate holding company, to maintain contractual rights over the Vessels while exploring alternative arrangements to overcome the problems posed by the Registration Requirement and secure the importation of the Vessels into Indonesia.

MR Logistics has since achieved a resolution to the restriction imposed by the Indonesian Shipping Laws by entering into a ship sale and purchase agreement (MR Logistics Ship Sale and Purchase Agreement) with PT Pelayaran Segara Niaga Utama (PT PSNU) on 14 May 2013 to sell the Vessels to PT PSNU at cost, being the original purchase price of US$14,040,000.00, payable in eighty-four (84) equal monthly installments (Disposal).

Pursuant to the MR Logistics Ship Sale and Purchase Agreement, MR Logistics will retain an unpaid seller?s lien on the Vessels until the full purchase price has been paid by PT PSNU. PT PSNU is a third party unrelated to any of the directors and controlling shareholders of the Company. As the Vessels are being sold at cost in order to secure the importation of the Vessels into Indonesia, there is no gain or loss on disposal. Under the MR Logistics Ship Sale and Purchase Agreement, MR Logistics shall deliver the Vessels to PT PSNU on or before 30 June 2013. However, as at the date of this Announcement, the Vessels are currently still undergoing sea trials and have not been accepted by PT PSNU.

Following from this, it is intended that PT Aneka will enter into a lease arrangement with PT PSNU where PT PSNU will lease the Vessels to PT Aneka at prevailing market rates, which will be negotiated at arm?s length and arrived at on a willing-buyer and willing-seller basis (Proposed Lease Arrangement). The whole arrangement from Novation to the Proposed Lease Arrangement will enable the Vessels to be registered in Indonesia and also enables PT Aneka to use the Vessels to fulfill its other contractual obligations.

The Company will make announcements to update on further material developments, if any, on the Proposed Lease Arrangement in due course.

Manhattan Resources engages in the ship chartering and provision of freight services, primarily for coal carrying activities; and leasing of mining equipment and machinery. It also provides agency, handling, and consultancy services; and coal mining ancillary services.

Editing by Reiner Simanjuntak