E.A. TECHNIQUE (M) BERHAD ( EAT OR THE COMPANY )

Transcription

1 E.A. TECHNIQUE (M) BERHAD ( EAT OR THE COMPANY ) JOINT-VENTURE & SHAREHOLDERS AGREEMENT BETWEEN EAT, MTC ENGINEERING SDN. BHD AND EAT MTC FLOATING SERVICES SDN. BHD. CONTENTS: 1. INTRODUCTION The Board of Directors of the Company wishes to announce that the Company had on 14 December 2015 entered into a conditional Joint-Venture & Shareholders Agreement ( Agreement ) with MTC Engineering Sdn Bhd ( MTCE ) to, inter-alia, subscribe in the equity of EAT MTC Floating Services Sdn. Bhd ( EMF ) for the purpose of joint venture on a 73% (EAT) : 27% (MTCE) basis ( Proposed Joint-Venture ). Under the Proposed Joint Venture, EMF will undertake the floating services operation and its related ancillary activities. (EAT, MTCE and EMF are collectively referred to as Parties ) 2. DETAILS OF THE CONTRACTING PARTIES 2.1 Information on EAT EAT was incorporated in Malaysia on 18 January 1993 under the Companies Act, 1965 ( Act ) as a private limited company under the name of E.A.Technique (M) Sdn Bhd. On 27 March 2014, EAT was converted into a public listed company and was subsequently listed on the Main Market of Bursa Malaysia Securities Berhad on 11 December As at the date of this announcement, the authorised share capital of EAT is RM200,000,000 comprising 800,000,000 ordinary shares of RM0.25 each with the issued and fully paid up share capital of RM126,000,000 divided into 504,000,000 ordinary shares of RM0.25 each ( Shares ). EAT is principally engaged in the business of owning, operating and chartering of vessels and related vessel support operations. 2.2 Information on MTCE MTCE was incorporated in Malaysia on 9 January 2009 under the Act as a private limited company. As at the date of this announcement, the authorised share capital of MTCE is RM25,000,000 comprising 9,000,000 ordinary shares of RM1.00 each, of which 4,700,000 ordinary shares of RM1.00 each have been issued and fully paid-up. MTCE is principally engaged in the business of engineering consultancy services, engineering, procurement, construction, installation and commissioning (EPCIC) and operation and maintenance (O&M) of floating production and storage unit (FPSU). 1

2 2.3 Information on EMF EMF was incorporated in Malaysia on 3 November 2015 under the Act as a private limited company. As at the date of this announcement, the authorised share capital of EMF is RM5,000, with the issued and paid-up share capital of RM2.00 comprising of 2 ordinary shares of RM1.00 each ( EMF Share(s) ). As at the date of this announcement, EMF is a dormant company. 3. SALIENT TERMS OF THE PROPOSED JOINT-VENTURE The salient terms of the Agreement are set out as follows:- 3.1 The Agreement is subject to and conditional upon each of the following conditions ( Conditions Precedent ) being fulfilled within six (6) months from the date of the Agreement or a longer period as the Parties may mutually agree in writing:- (a) Issuance of the offer letter from a financier to EMF in respect of the financing for the proposed acquisition by EMF of a vessel and the topside equipment as disclosed in Section 3.4(a) and 3.4(b) of this announcement ( Proposed Acquisitions ); (b) the consent or approvals from the relevant authorities and/or shareholders, if required. The Agreement shall cease to be conditional on the date of fulfillment of the Conditions Precedent ( Unconditional Date ) 3.2 Within sixty (60) business days from the Unconditional Date, EAT shall subscribe for 2,920,000 shares of RM1.00 each in EMF, representing 73% of the entire paid-up share capital of EMF, and MTCE shall subscribe for 1,080,000 Shares of RM1.00 each in EMF, representing 27% of the entire paid-up share capital of EMF subject to and upon the terms of the Agreement ( Initial Investment of Shareholders ). 3.3 Upon completion of the Initial Investment of Shareholders, the issued and paid up share capital of EMF shall increase from RM2.00 comprising of 2 EMF Shares to RM4,000,000 comprising of 4,000,000 EMF Shares. Details of the shareholders shareholding in EMF upon completion of the Initial Investment of Shareholders are set out as follows:- Member No. of Shares % Ownership EAT 2,920, MTCE 1,080, Total 4,000, Within ninety (90) business days from the Unconditional Date (or any extended period to be mutually agreed by the Parties) and subject to fulfillment of 3.2 above and provided that the necessary approvals are obtained from the relevant parties, where applicable, the relevant Parties will undertake the following:- 2

3 (a) EAT and EMF will enter into a sale and purchase agreement for the sale of MT Nautica Muar tanker ( Vessel ) to EMF; (b) MTCE and EMF will enter into a sale and purchase agreement for the sale of topside covering every machine, metering equipment, helicopter deck together with all the floating equipment, flow line, mooring systems and export hoses ( Topside Equipment ); (c) MTCE and EMF will enter into a sub-contract agreement in respect of the supply, delivery, modification, commissioning, operation and maintenance of Storage Tanker for Kayu Manis South East and Anjung Kecil Project for Petronas Carigali Sdn Bhd ( PCSB ) (the Said Project ) upon which MTCE and EAT will mutually terminate the existing Time-Charter Party Agreement dated 15 October 2012 under the sub-contract agreement entered between MTCE and EAT dated 8 October 2012; (d) MTCE shall procure its wholly-owned subsidiary, MTC Floating Solutions Sdn Bhd to enter into a strategic alliance agreement with EAT within thirty (30) days from the Unconditional Date or such other period as mutually agreed by MTCE and EAT whereby all naval engineering services, maintenance and support contracts offered by any third party to MTCE shall be undertaken by the parties thereto in accordance with the terms and conditions therein. 3.5 The number of directors on the board of directors of EMF shall consists of not less than two (2) and not more than five (5) directors, of which EAT shall be entitled to nominate up to three (3) representatives as directors of EMF whilst MTCE shall be entitled to nominate up to two (2) representatives as directors of EMF. 3.6 Any financing as may be required by EMF from time to time will be met by way of:- (a) (b) third party financing from financial institutions; or subject to the necessary approvals are obtained by EAT and MTCE from the relevant parties, where applicable, EAT and MTCE shall provide such additional equity capital to EMF upon EMF s request for the purposes of its business, including (without limitation) through the subscription by EAT and MTCE of additional shares in the capital of EMF or provides such additional loan capital to EMF for the purpose of its business. 3.7 The Company shall finance the acquisition of the Vessel and the Topside Equipment by way of capital contribution from the shareholders, subject to the necessary approvals are obtained by the Company, where applicable, and/or third party financing. 3.8 EAT conditionally grants to MTCE the right to require EAT to sell to MTCE or procure the sale to MTCE of up to thirteen percent (13%) of the shares held by EAT ( Call Option ) at any point in time, subject to the necessary approvals are obtained by EAT, where applicable. The Call Option shall be exercisable at any time by MTCE giving notice in writing to both EAT and EMF. The purchase price for the transfer of EAT s shares shall be based on the net tangible asset ( NTA ) of EMF at the relevant date as determined and certified by the auditors to be the fair value of the shares as at the date of the call option notice and the sum determined and certified shall be the option price. 3

4 4. RATIONALE FOR THE PROPOSED JOINT VENTURE The Proposed Joint Venture is in line with the expansion plan of the Company and to strategically expand its venture into floating solutions for marginal oil fields for the Oil & Gas sector. 5. SOURCE OF FUNDING The Company intends to fund the financial commitment under the Proposed Joint Venture through internally generated funds and/or borrowings. As at the date of the announcement, the management of the Company has not determined the method and quantum of the funding, all of which shall only be determined at a later date. 6. EFFECTS OF THE PROPOSED JOINT VENTURE 6.1 On Share Capital, Net Asset per Share and Substantial Shareholders Shareholding The Proposed Joint Venture is not expected to have any effect on the share capital, net asset per share and substantial shareholders shareholding of the Company for the financial year ending 31 Dec 2015 as the Proposed Joint Venture does not involve any issuance of Shares. 6.2 NA per Share and Gearing The Proposed Joint Venture is not expected to have any material effect on the NA per Share. However, should EAT fund the financial commitment under the Proposed Joint Venture through the bank borrowings, the gearing of the Company shall increase accordingly. 6.3 Earnings per Share The Proposed Joint Venture is not expected to have any material impact on the earnings per share of EAT Group for the financial year ending 31 Dec However, the management of the Company expects that the potential earnings to be derived from EMF to contribute positively to the earnings of the EAT Group. 7. RISK FACTORS The risks associated with the Proposed Joint Venture are the normal operational and business risks which are well understood by the Company. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM Save as disclosed below, none of the directors and/or major shareholders of the Company and/or persons connected to them have any interest, direct or indirect, in the Proposed Joint Venture:- Sindora Berhad, the major shareholder of EAT, is a holder of the redeemable cumulative convertible preference shares of MTCE. However, there is no common directors or common 4

5 major shareholders in EAT and MTCE. In this regard, Sindora Berhad and persons connected to them will abstain from any voting, where applicable in respect of their direct and/or indirect shareholdings at a general meeting on any resolutions pertaining to the Proposed Joint Venture. 9. STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors of EAT, having considered all terms of the Proposed Joint Venture Agreement is of the opinion that the transaction is in the best interest of EAT Group. 10. APPROVAL REQUIRED The Proposed Joint Venture Agreement is not conditional upon any approvals being obtained from the shareholders of EAT or any authorities. 11. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Joint Venture Agreement pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 1.08% based on the Audited Financial Statements for the FYE 31 December 2014 of the Company. 12. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Joint Venture is expected to be completed by the first quarter of DOCUMENTS FOR INSPECTION The Agreement is available for inspection at the registered office of the Company at Level 11, Menara KOMTAR, Johor Bahru City Centre, Johor Bahru, Johor Darul Takzim during normal business days from Mondays to Fridays (except public holidays) for a period of 3 months from the date of announcement. This announcement is dated 14 December