EZION HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No E)

Transcription

1 EZION HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No E) SUBSCRIPTION FOR SHARES IN YHM GROUP LIMITED 1. INTRODUCTION The Board of Directors of Ezion Holdings Limited (the Company, and together with its subsidiaries, the Group ) wishes to announce that the Company has entered into: (a) (b) a subscription agreement dated 25 October 2012 (the Agreement ) with YHM Group Limited ( YHM ), Sunshine Capital Group Pte. Ltd. ( Sunshine Capital ) and Stone Forest Corporate Advisory Pte. Ltd. ( Stone Forest ), pursuant to which the Company shall subscribe for 3,200,000,000 new ordinary shares (the Shares ) in the capital of YHM at the issue price of S$ (the ); and an option agreement dated 25 October 2012 (the Option Agreement ) with YHM, pursuant to which YHM shall issue 3,960,000,000 share options (the Options ), with each Option carrying the right to subscribe for one new ordinary share in the capital of YHM at the issue price of S$ INFORMATION ON YHM YHM, formerly known as China EnerSave Limited, is a company incorporated in Singapore and is listed on the Catalist board of the Singapore Exchange Securities Trading Limited (the SGX-ST ). The Company's main operating subsidiary is engaged in the scaffolding business catering to the construction and marine industries. 3. PRINCIPAL TERMS OF THE SUBSCRIPTION 3.1 Consideration for the The aggregate consideration of S$5,760,000 (the Consideration ) for the Shares will be satisfied by the allotment and issuance of 4,625,020 shares (the Consideration Shares ) in the capital of the Company at an issue price of S$1.2454, which represents a discount of 10% to the volume weighted average price of S$ for trades done on the shares of the Company on the SGX-ST on 23 October 2012 (being the preceding market day up to the time the Agreement was signed).

2 The Consideration was determined after taking into consideration, inter alia, the net tangible liabilities of the YHM Group of approximately S$113,000 as at 30 June 2012 and the complementary nature of the proposed new business of offshore oil and gas related businesses that are complementary to but not in competition with the existing business of the Company (collectively, the New Business ). The Consideration Shares represent approximately 0.54% of the total enlarged issued share capital of the Company. The Consideration Shares, when issued, shall rank pari passu with the then existing issued ordinary shares of the Company, save that they shall not rank for any dividends, rights, allotments, distributions or entitlements, the record date of which falls on or prior to the date of allotment of the Consideration Shares. 3.2 Conditions precedent Completion of the is conditional upon, inter alia, the following: (a) (b) (c) (d) (e) the approval of the board of directors of the Company, YHM, Sunshine Capital and Stone Forest being obtained for the ; the approval of the shareholders of YHM being obtained for the at a general meeting of the Company; the receipt of the listing and quotation notice from the SGX-ST for the listing and quotation of, inter alia, the Shares on the Catalist board of the SGX-ST; the receipt of the approval-in-principle from the SGX-ST for the listing and quotation of the Consideration Shares on the Mainboard of the SGX-ST; and the outstanding amount of S$440,000, in respect of the loan granted by Rising Flame International Limited to YHM, having been converted into 440,000,000 new ordinary shares of YHM, and there being no further drawdown on the loan by YHM. 3.3 Covenants and Undertakings YHM has covenanted and undertaken that: (a) (b) it shall use the cash proceeds received from the (i) for its proposed New Business; and (ii) as general working capital of YHM and/or its subsidiaries (the YHM Group ); and it shall, after completion of the, procure the appointment of up to three nominees of the Company to the board of directors of YHM. The appointment shall be undertaken in accordance with the requirements of the Listing Manual of SGX-ST (the Listing Manual ) and Code of Corporate Governance The Company has covenanted and undertaken that it shall, upon Completion, make a general mandatory offer for all the ordinary shares of YHM (the YHM Shares ), other than those already owned, controlled or agreed to be acquired by the Company and its concert parties, in compliance with the requirements of the Singapore Code on Take-overs and Mergers.

3 4. MANDATORY GENERAL OFFER Upon completion of the, the Company will hold an aggregate of 3,200,000,000 shares in the capital of YHM, representing approximately 44.1% of the total enlarged share capital of YHM (assuming no Options have been exercised). As the will result in the Company holding more than 30% of the YHM Shares, pursuant to the Singapore Code on Take-overs and Merger (the Code ), the Company is required to make a mandatory general offer (the General Offer ) in respect of all the remaining YHM Shares that the Company and its concert parties do not already own, control or has agreed to acquire. The Company does not intend to apply for a waiver of rule 14 of the Code from the Securities Industry Council. The Company and YHM will make the necessary announcements in connection with the General Offer as and when necessary. 5. RATIONALE FOR THE SUBSCRIPTION The directors of the Company (the Directors ) are of the view that the is in the best interest of the Company as pursuant to the New Business, YHM will be entering into oil and gas related projects which are complementary to the existing business of the Group. This represents an opportunity for synergy and both companies stand to benefit from each other s growth in their respective areas. By also leveraging on the management and resources of each other, the Directors expect this to place the Group in a stronger position to compete and explore new growth opportunities. This also allows for the potential future capital appreciation of the Shares. 6. FINANCING AND FINANCIAL EFFECTS OF THE SUBSCRIPTION Based on the consolidated financial statements of YHM for the period ended 30 June 2012, the net tangible liabilities value of the Shares as at 30 June 2012 was approximately S$50,000. The latest available open market value of the Shares is approximately S$29.4 million, based on the volume weighted average price of S$ for trades done on the shares of YHM on the SGX-ST on 23 October 2012 (being the preceding market day up to the time the Agreement was signed). The pro forma financial effects of the on the Company set out below, based on the audited consolidated financial statements of the Company and the Group for the financial year ended 31 December 2011 ( FY 2011 ), are set out below. The pro forma financial effects are strictly for illustration purposes only and are not intended to reflect the actual future financial situation of the Company or the Group after completion of the. 6.1 Net tangible assets per share The effects of the on the consolidated net tangible assets ( NTA ) per share of the Company for FY2011, assuming that the had been effected at the end of FY2011, are summarised below:

4 Consolidated NTA attributable to the shareholders of the Company (US$ 000) Number of shares (excluding treasury shares) ( 000) Consolidated NTA per share attributable to the shareholders of the Company (US cents) Before the After the 268, , , , Earnings per share The effects of the on the consolidated earnings per share of the Company ( EPS ) for FY2011, assuming that the had been effected at the beginning of FY2011, are summarised below: Consolidated profit after taxation and minority interests (US$'000) Weighted average number of shares (excluding treasury shares) ( 000) Before the After the 58,117 57, , ,224 Consolidated EPS (US cents) NON-DISCLOSEABLE TRANSACTION UNDER CHAPTER 10 OF THE LISTING MANUAL The relative figures for the computed on the bases set out in Rule 1006 of the Listing Manual are as follows: (a) Net asset value of the assets to be disposed of, compared with the Group s net asset value. (b) Net loss (2) of approximately US$0.20 million (based on an exchange rate of US$1 : S$1.26) attributable to the assets acquired, compared with the Group s net profits of approximately US$44.2 million for the six months financial period ended 30 June (c) Aggregate consideration of S$5,760,000 compared with the Company s market capitalisation (3) of approximately S$1.16 billion based on the total number of issued shares excluding treasury shares as at 23 October 2012, being the preceding market day up to the time the Agreement was signed (d) Number of equity securities (4,625,020 Shares) issued by the Company as consideration for the Shares, compared with the number of equity securities previously in issue of 850,900,373 Shares. Not Applicable (1) -0.5% 0.5% 0.54%

5 Notes: (1) This is not applicable to an acquisition of assets. (2) Net profits means profit or loss before income tax, minority interests and extraordinary items. (3) Market capitalization is determined by multiplying the number of Shares in issue by the weighted average price of such shares transacted on 23 October 2012 (being the preceding market day up to the time the Agreement was signed). As none of the relative figure under Rule 1006 of the Listing Manual exceeds 5%, the Acquisition is classified as a non-discloseable transaction. However, as the was satisfied by the Consideration Shares, this announcement is made pursuant to Rule 1009 of the Listing Manual. 8. INTEREST OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the directors or the controlling shareholders of the Company has any interest, direct or indirect, in the. 9. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the Agreement and Option Agreement is available for inspection during normal business hours from 9.00 a.m. to 5.00p.m. at the Company s registered office at 15 Hoe Chiang Road, #12-05 Tower Fifteen, Singapore , for a period of three months from the date of this announcement. By order of the Board Lim Ka Bee Company Secretary 25 October 2012

6 毅之安控股有限公司 ): About Ezion Holdings Limited( 毅之安控股有限公司 Ezion Holdings Limited ( Ezion and together with its subsidiaries the Group ) has 2 main business divisions that specialises in the development, ownership and chartering of strategic offshore assets and the provision of offshore marine logistics and support services to the offshore oil and gas industries. The Group is the owner of one of the largest and most sophisticated class of Multi- Purpose Self-Propelled Jack-up Rigs ( Liftboats ) in the world and one of the first to promote the usage of Liftboats in Asia & Middle East. Ezion s Liftboats are used mainly for well-servicing, commissioning, maintenance and decommissioning of offshore platforms. The Group has a fleet of 5 Liftboats that are expected to come into service in the current financial year. The Group is also the owner of a fleet of 30 vessels, consisting of tugs, ballastable barges, offshore support vessel and self-propelled barge that are used in the provision of offshore marine logistics and support services to the offshore oil and gas industries. The Group s fleet of ballastable barges, one of the largest in the region, has been specially reinforced and modified to carry the prefabricated modules in the construction of LNG extraction facilities and jackets for the offshore oil and gas industries. The Group also co-owns a Multi-Purpose Vessel to provide logistics support of equipment from America to Australia and Papua New Guinea. The Group s operating companies also offers a range of services to include marine consulting related to the development & construction and marine logistic solutions for marine offshore facilities. Branch offices in Korea, The United States of America and Australia provide logistics, supercargo, engineering and freight forwarding to complement existing operations. Contact Information: Ezion Holdings Limited Mr Chew Thiam Keng Chief Executive Officer Tel: (65) Fax: (65) ir@ezionholdings.com