Release: Rig Tenders: Transfer of rights by majority shareholder
Tuesday, July 13 2010 - 03:39 AM WIB
(i) the plan of the Company in acquiring shares in CH Logistics Ltd. CH Ship Management Pte Ltd. Goldship Pie Lid, Sea Master Pte Ltd and PT Batuah Abadi Lines (?Target Companies?) (hereinafter referred to as the ?Transaction?). Target companies consist of companies in Singapore and Indonesia whose principal activities are ship owning and chartering of vessels. The fleet consists of 51 vessels that presently has a contract to carry coal in Indonesia
(ii) the plan to transfer the renounceable rights of shares owned by Scomi Marine Services Pte Ltd (?SMS ?) as holder of 80.54% (eighty point fifty four percent) shares in the Company to Portside Offshore Inc (?Portside?). The transfer of such shares, if conducted, will result in a change of control in the Company.
The Transaction is expected to give an opportunity to the Company to access a growing energy business sector in Indonesia as well as to increase the profit of the Company.
(iii) The plan of the Company in conducting Rights Issue. The Company requires an estimated total funding amounting of USD 171.8 million for purpose of conducting the Transaction. As planned, the Transaction is to he financed by a rights issue of the Company to obtain fund in tile amount of USD 71.8 mullion (?Rights Issue?) and financed by loan from a bank with a total amount of USD 100 million. Further, Portside will participate as shareholder of the company through Rights Issue Process whereby Portside null acquire the renounceable rights of shares owned by SMS up to an amount of 80.54% or equivalent to USD 57.8 million, and concurrent/v Par/side will act as standby purchaser in the Rights Issue
Portside?s plan in acquiring the Company is expected to bring a positive value to the Company in the future, especially in tile framework of expanding company ?s business in Indonesia and further strengthen the capital structure of the Company.
Based on the Head of Agreement. the Transaction and the acquisition of the shares owned by SMS in the Company by Portside, will he subject to the completion of the terms and conditions as agreed by the Parties Which are to be further inserted in definitive agreements and in accordance with tile prevailing capital market laws and regulations in Indonesia, Malaysia, Singapore and other relevant countries.
Terms and conditions set out in the head of Agreement may, if necessary. he subject to further amendments go time based on the agreement of the Parties in writing, in accordance with the provisions in the prevailing laws and regulations applicable to each of the Parties. (end of release)