SKY ONE HOLDINGS LIMITED (Company Registration Number M) (Incorporated in the Republic of Singapore) (the Company )

Transcription

1 SKY ONE HOLDINGS LIMITED (Company Registration Number M) (Incorporated in the Republic of Singapore) (the Company ) CLARIFICATION ANNOUNCEMENT ON: (1) PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF ENERGY PRIMA PTE LTD; AND (2) PROPOSED DISPOSAL OF THE COMPANY S EXISTING BUSINESS (EXCLUDING PT ENERGY INDONESIA RESOURCES AND ANY SHARES IN PT ENERGY INDONESIA RESOURCES HELD BY SKY ONE NETWORK (HOLDING) LTD) TO ITS CONTROLLING SHAREHOLDER AND CHIEF EXECUTIVE OFFICER, MR. DICKY SUEN YIU CHUNG. 1. THE PROPOSED ACQUISITION AND THE PROPOSED DISPOSAL The Board of Directors (the Directors or Board ) of the Company (together with its subsidiaries, the Group ) refers to the Company s announcement dated 28 September 2012 (the Announcement ) in relation to the above matters. All capitalised terms used herein shall bear the meanings ascribed to them in the Announcement unless otherwise defined herein. Further to the Announcement, the Board wishes to provide the following information relating to the Proposed Acquisition and Proposed Disposal. 1.1 Further Information on the Vendors Further details on the background of the Vendors to the Acquisition SPA are set out below. Madrone Enterprises Limited ( Madrone Enterprises ) Madrone Enterprises is an investment holding company incorporated in the British Virgin Islands on 29 March The sole director of Madrone Enterprises is Eastern Sky Limited and the sole shareholder is Joyful Sky Limited. Both Eastern Sky Limited and Joyful Sky Limited are nominees of Gabriel Giovani Sugijono who is the ultimate beneficial owner of the shares in Madrone Enterprises. Gabriel Giovani Sugijono is the son of Agus Sugijono who is the commissioner of PT Rinjani. Wealth Leader Holdings Limited ( Wealth Leader ) Wealth Leader is an investment holding company incorporated in the British Virgin Islands on 28 July Mr Cham Poh Meng, a private equity investor, is the director and sole shareholder of Wealth Leader. 1

2 Newbreed Capital Limited ( Newbreed Capital ) Newbreed Capital is an investment holding company incorporated in the British Virgin Islands on 12 May Mr Cham Poh Meng, a private equity investor, is the director and sole shareholder of Newbreed Capital. Nicholas Jeyaraj S/O Narayanan Nicholas Jeyaraj S/O Narayanan is an Advocate and Solicitor of the Supreme Court of Singapore and currently runs his own practice, Nicholas & Tan Partnership LLP. A Fellow of the Chartered Institute of Arbitrators and the Singapore Institute of Arbitrators, Mr Narayanan holds an Honours degree in Law from the University of Wolverhampton and is a Barrister-at-law of the Inner Temple. He is also a Commissioner for Oaths. Fortune Technology Fund Ltd ( Fortune Technology ) Fortune Technology was incorporated in Singapore on 28 May 2008 and its business activity is that of a discretionary private equity fund. The directors of Fortune Technology are Ku Tzu-Hsiung, Tay Koon Chuan, Hsu Jiun Shin and Chew Lo Hou. The manager of Fortune Technology is Fortune Capital Management Pte. Ltd. ( FCM ), a company incorporated in Singapore on 27 April The directors of FCM are Chen Chih-Yuan, Tay Koon Chuan and Chew Lo Hou. 1.2 Breakdown of the Vendors' shareholdings in the Acquisition Target and in the Company upon completion of the Proposed Acquisition and Proposed Disposal (a) Vendors shareholdings in the Acquisition Target The breakdown of the Vendors shareholdings in the Acquisition Target is as follows:- Name Number of shares % Madrone Enterprises Limited 1,700, Wealth Leader Holdings Limited 100, Newbreed Capital Limited 106, Nicholas Jeyaraj S/O Narayanan 94, Fortune Technology Fund Ltd 60,000 (1) 2.9 Total 2,060, Note:- (1) Assumes that the bonds held by Fortune Technology Fund Ltd had been converted to 60,000 ordinary shares of the Acquisition Target. 2

3 (b) Vendors shareholdings in the Company upon Acquisition Completion and Disposal Completion It is currently envisaged that upon the Acquisition Completion and the Disposal Completion, the shareholding structure of the Company (including the breakdown of the Vendors' shareholdings in the Company) will be as follows:- Shareholder Existing Shareholders of the Company Madrone Enterprises Limited Wealth Leader Holdings Limited Before Proposed Acquisition and Proposed Disposal Number of Shares After Proposed Acquisition and Proposed Disposal % Number of Shares 312,799, ,799, ,312,000,000 (1) ,000,000 (1) 3.9 % Newbreed Capital Limited 84,800,000 (1) 4.2 Nicholas Jeyaraj S/O Narayanan Fortune Technology Fund Ltd 75,200,000 (1) ,000, Arrangers 114,767,999 (2) 5.7 Total 312,799, ,027,567, Notes:- (1) Excludes the Performance Shares (which may be allotted and issued subject to the achievement of one or more of the Performance References). (2) Computed based on the enlarged issued and paid-up share capital of the Company on the Acquisition Completion Date of 1,912,799,998 Shares. 1.3 Information on the Arrangers Details on the background of the Arrangers under the Acquisition SPA are as follows: (i) (ii) Booma Investments Limited ( Booma Investments ) is an investment holding company which was incorporated in the British Virgin Islands on 12 November The sole director of Booma Investments is Eastern Sky Limited and the sole shareholder of Booma Investments is Brimsmead Limited. Both Eastern Sky Limited and Brimsmead Limited are nominees of Christian Sugiharto who is the ultimate beneficial owner of the shares in Booma Investments. Christian Sugiharto is a fund manager; and Ho Wen Yan is the chief executive officer of Hua Yang Berhad, a property development company listed on the Main Market of Bursa Malaysia Securities Berhad. 3

4 1.4 Additional Contingent Consideration The Company and the Vendors (the Parties ) recognise that there is intrinsic value in the coal resources which have the potential of generating revenue and profits in the future. The Parties have hence agreed that the Additional Contingent Consideration should take into account the potential of discovering coal in the unexplored areas of the mining concession area of the Acquisition Target Group. The rationale for basing the Additional Contingent Consideration on resources is as follows: (i) Currently, the Acquisition Target only has permit to exploit approximately hectares of the total mining concession area of the Acquisition Target Group of approximately 1,933 hectares; and (ii) under Table 1 on the Check List of Assessment and Reporting Criteria, subsection entitled Estimation and Reporting of Ore Reserves of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ( JORC code ), one of the criteria for estimation and reporting of ore reserves is the status of titles and approvals critical to the viability of the project, such as mining leases, discharge permits, government and statutory approvals. Hence, a broader criterion of "resource" has been used for the Performance Reference as negotiated between the Company and the Vendors, as it includes coal deposits in the mining concession area of the Acquisition Target Group where permits have yet to be issued. Further, the net profit after tax benchmarks of US$30 million, US$40 million and US$50 million are determined based on current planned quantity of coal to be sold during the financial years ending 31 December 2014, 31 December 2015 and 31 December 2016 respectively. The planned quantity of coal to be sold is determined based on the planned production schedule of the mine which takes into account the production capacity and expected market prices of coal. 2. RESPONSIBILITY STATEMENT The Directors (including those who have been delegated supervision of this announcement) collectively and individually accept full responsibility for the accuracy of the information given in this announcement (save for information relating to the Acquisition Target Group) and confirm, after making all reasonable enquiries, that to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Proposed Acquisition, the Proposed Disposal and the Group, and the Directors are not aware of any facts the omission of which would make this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context. The Vendors collectively and individually accept full responsibility for the accuracy of the information given in this announcement in respect of the Acquisition Target Group and confirm, after making all reasonable enquiries, that to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Acquisition Target Group, and the Vendors are not aware of any facts in respect of the Acquisition Target Group the omission of which would make any statement in respect of the Acquisition Target Group in this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available 4

5 sources or obtained from a named source, the sole responsibility of the Vendors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context. 3. CAUTION IN TRADING Shareholders are advised to exercise caution in trading their Shares. The Proposed Acquisition and the Proposed Disposal are subject to numerous conditions and further due diligence by the Company and the Vendors. There is no certainty or assurance as at the date of this announcement that the Proposed Acquisition and the Proposed Disposal will be completed, or that no changes will be made to the terms thereof. The Company will make the necessary announcements when there are further developments on the Proposed Acquisition and the Proposed Disposal and other matters contemplated by this announcement. Shareholders and potential investors are advised to read this announcement and any further announcements by the Company carefully. Shareholders and potential investors should consult their stock brokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take. BY ORDER OF THE BOARD Dicky Suen Yiu Chung Chief Executive Officer 10 October 2012 This announcement has been prepared by the Company and its contents have been reviewed by the Company s sponsor (the Sponsor ), Canaccord Genuity Singapore Pte. Ltd. (formerly known as Collins Stewart Pte. Limited) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the SGX-ST ). The Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Mr Chia Beng Kwan, Director, Corporate Finance, Canaccord Genuity Singapore Pte. Ltd., at 77 Robinson Road #21-02 Singapore , telephone (65)