Voluntary Conditional Cash Offer. PricewaterhouseCoopers Corporate Finance Pte Ltd. for and on behalf of. Dubai Drydocks World LLC

Transcription

1 Voluntary Conditional Cash Offer by PricewaterhouseCoopers Corporate Finance Pte Ltd (Company Registration No.: H) (Incorporated in the Republic of Singapore) for and on behalf of Dubai Drydocks World LLC (Trade License No.: ) (Incorporated in Dubai, United Arab Emirates) to acquire all the issued and paid-up ordinary shares in the capital of Labroy Marine Limited (Company Registration No.: G) (Incorporated in the Republic of Singapore) 1. Introduction PricewaterhouseCoopers Corporate Finance Pte Ltd ( PwCCF ) wishes to announce, for and on behalf of Dubai Drydocks World LLC (the Offeror ), that the Offeror intends to make a voluntary conditional cash offer (the Offer ) for all the issued and paid-up ordinary shares (the Shares ) in the capital of Labroy Marine Limited ( LML ). 2. The Offer 2.1 Terms The Offer will be made for all the Shares (the Offer Shares ), in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and the Singapore Code on Take-overs and Mergers ( Code ) and subject to the terms and conditions set out in the formal document in relation to the Offer to be issued by PwCCF, for and on behalf of the Offeror (the "Offer Document") The Offer, when made, will be on the following basis: For each Offer Share : S$ in cash (the Offer Price ) The Offer Shares will be acquired (i) fully paid, (ii) free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and (iii) together with all rights, benefits and entitlements attached thereto as at the date of this Announcement (the 1

2 Announcement Date ) and hereafter attaching thereto, including all voting rights, the right to receive and retain all dividends, rights and other distributions (if any) which may be announced, declared, paid or made by LML on or after the Announcement Date. If any dividend, other distribution or return of capital is declared, paid or made on or after the Announcement Date, the Offeror reserves the right to reduce the Offer Price by the amount of such dividend, distribution or return of capital. 2.2 Offer Shares. The Offer will be extended, on the same terms and conditions to all new Shares unconditionally issued or to be issued pursuant to the valid exercise, prior to the close of the Offer, of any options (each, an Option ) to subscribe for new Shares granted under LML s Employee Share Option Scheme. For the purposes of this Offer, the expression Offer Shares shall include such new Shares. 2.3 Conditions of the Offer. The Offer will be subject to the following conditions: Minimum Acceptance Condition: the Offeror having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares which, together with Shares acquired or agreed to be acquired before or during the period of the Offer, will result in the Offeror and parties acting in concert with it holding such number of Shares carrying more than 65 per cent. of the voting rights attributable to the Shares as at the close of the Offer (including any voting rights attributable to Shares issued or to be issued pursuant to the valid exercise of any Options prior to the close of the Offer). Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such number of Offer Shares which will result in the Offeror and parties acting in concert with it holding such number of Shares carrying more than 65 per cent. of the maximum potential issued shares in LML. For the purposes of this Announcement, the maximum potential issued shares in LML means the total number of Shares which would be in issue had all the Options been validly exercised as at the date of such declaration; and Merger Control Condition: (i) (ii) the Competition Commission of Singapore (the CCS ) having issued a favourable decision, in terms satisfactory to the Offeror, during its preliminary assessment pursuant to the CCS Guidelines on Merger Procedures (the Phase 1 Review ) that the proposed acquisition of LML by the Offeror will not infringe the provisions under Section 54 of the Competition Act, Chapter 50B of Singapore (the Section 54 prohibition ); and it being established, in terms satisfactory to the Offeror, that the CCS will not (a) refer the proposed acquisition of LML by the Offeror, or any matter arising from or relating to that proposed acquisition, to a more detailed assessment pursuant to the CCS Guidelines on 2

3 Merger Procedures (the Phase 2 Review ) and (b) issue a direction that will prohibit the Offeror from acquiring voting rights in LML. 2.4 Merger Control Event Merger Control Event: The Offer shall lapse in the event (each, a Merger Control Event ) that it is established, in terms satisfactory to the Offeror, that: (i) (ii) the CCS will not issue a favourable decision (in terms satisfactory to the Offeror) during the Phase 1 Review that the proposed acquisition of LML by the Offeror will not infringe the Section 54 prohibition; or the CCS will (i) refer the proposed acquisition of LML by the Offeror, or any matter arising from or relating to that proposed acquisition, to a Phase 2 Review or (ii) issue a direction that prohibits the Offeror from acquiring voting rights in the LML, before the first closing date of the Offer as set out in the Offer Document or the date when the Offer becomes or is declared unconditional as to acceptances, whichever is the later Lapse: If the Offer lapses as a result of a Merger Control Event, the effects are that the Offer will cease to be capable of further acceptance and both the shareholders of LML ( Shareholders ) and the Offeror will cease to be bound by prior acceptances of the Offer. If, following the lapse of the Offer as a result of a Merger Control Event, the CCS issues a decision that the proposed acquisition of LML by the Offeror will not infringe the Section 54 prohibition (the Favourable Decision ), a new offer period shall automatically commence following the date of issue of the Favourable Decision. Such new offer period shall terminate on the earlier of: (i) (ii) the date on which the Offeror announces that it does not intend to make a new offer; and 21 days following the date of issue of the Favourable Decision if the Offeror does not subsequently announce a new offer. 3. Options 3.1 LML s Share Option Scheme. As at the Announcement Date, there are outstanding Options granted under LML s Share Option Scheme. Under the rules of LML s Share Option Scheme, the Options are not transferable by the holders thereof ( Optionholders ). In view of this restriction, PwCCF, on behalf of the Offeror, will not make an offer to acquire the Options (although, for the avoidance of doubt, the Offer will be extended to all new Shares issued or to be issued pursuant to the valid exercise of the Options on or prior to the close of the Offer). Instead, PwCCF will, on behalf of the Offeror, make a proposal (the Options Proposal ) to Optionholders on the following terms: (i) subject to the Offer becoming or being declared unconditional in all respects; and 3

4 (ii) the relevant Options continuing to be exercisable into new Shares, the Offeror will pay to such Optionholders a cash amount (determined as provided below) (the Option Price ) in consideration of such Optionholders agreeing: (a) (b) not to exercise any of such Options into new Shares; and not to exercise any of their rights as Optionholders, in each case from the date of their acceptance of the Options Proposal to the respective dates of expiry of such Options. Further, if the Offer becomes or is declared unconditional in all respects, Optionholders who have accepted the Options Proposal will also be required to surrender all of their Options for cancellation. If the Offer lapses or is withdrawn or if the relevant Options cease to be exercisable into new Shares, the Options Proposal will lapse accordingly. 3.2 Option Price. The Option Price is computed on a see-through basis. In other words, the Option Price in relation to any Option is the amount by which the Offer Price is in excess of the exercise price of that Option. Where the exercise price of an Option is equal to or in excess of the Offer Price, the Option Price for each Option will be fixed at S$ Offer and Options Proposal Mutually Exclusive. For the avoidance of doubt, whilst the Options Proposal is conditional upon the Offer becoming or being declared unconditional in all respects, the Offer will not be conditional upon acceptances received in relation to the Options Proposal. The Offer and the Options Proposal are separate and are mutually exclusive. The Options Proposal does not form part of the Offer, and vice versa. Without prejudice to the foregoing, if Optionholders exercise their Options in order to accept the Offer in respect of the new Shares to be issued pursuant to such exercise, they may not accept the Options Proposal in respect of such Options. Conversely, if Optionholders wish to accept the Options Proposal in respect of their Options, they may not exercise those Options in order to accept the Offer in respect of the new Shares to be issued pursuant to such exercise. 3.4 Options Proposal. Details of the Options Proposal will be despatched to the Optionholders no later than the date of despatch of the Offer Document. 4. Irrevocable Undertakings; Supplemental Employment Agreements 4.1 Irrevocable Undertakings by the Relevant Shareholders Acceptance of the Offer: As at the Announcement Date, the Offeror has received irrevocable undertakings (the Irrevocable Undertakings ) from Tan Boy Tee (the Executive Chairman of LML) ( BT ) and Chan Sew Chan Kwan Bian (an Executive Director of LML) ( CSM ) (the Relevant Shareholders ), to accept the Offer in respect of all the Shares legally and/or beneficially owned by them prior to and up to the close of the Offer. Details of the Irrevocable Undertakings are set out in the Appendix to this Announcement. 4

5 As at the Announcement Date, the aggregate number of Shares legally and/or beneficially owned by the Relevant Shareholders amount to 543,306,400 Shares, representing approximately per cent. of all the Shares Non-Compete by the Relevant Shareholders: Further, each of the Relevant Shareholders has, pursuant to the Irrevocable Undertakings given by him, undertaken not to compete with the business of LML, its subsidiaries and associated companies (each, a LML Group Company and collectively, the LML Group ) within Singapore, Indonesia, Brunei Darussalam, Cambodia, Laos, Malaysia, Myanmar, Phillippines, Thailand and Vietnam for a period of three years from the date the Offer becomes or is declared unconditional in all respects Resignation by BT as Director: BT has, pursuant to the Irrevocable Undertakings given by him, undertaken to deliver his letter of resignation as a director of LML with effect from the latest of (i) the date the Offeror indicates that the Offer will not be revised, (ii) the date of posting of the circular to be issued by the Board of Directors of LML in connection with the Offer or (iii) the date the Offer becomes or is declared unconditional in all respects Indemnity by BT in relation to Derivative Transactions: (i) (ii) BT has, pursuant to the Irrevocable Undertakings given by him, agreed to fully indemnify the Offeror or at the Offeror s option, a LML Group Company, from and against any and all net realised losses in excess of S$25 million (the DT Indemnity ) which the Offeror or such LML Group Company (as the case may be) may at any time and from time to time sustain, incur or suffer by reason of any derivative transaction entered or to be entered into by such LML Group Company on or before the final date of closing of the Offer ( Closing ), including any rollover of such derivative transaction (each, a Derivative Transaction ). The Offeror has agreed (and has agreed to use its reasonable endeavours to procure that the relevant LML Group Company agrees) that the Derivative Transactions that comprise foreign exchange forwards or swaps (the Managed FX Transactions ) shall, if BT so directs in writing (after consultation with the Offeror and the relevant LML Group Company) and if the Offeror agrees in writing, be rolled over (i.e., have their settlement dates extended) in whole or in part to such date or dates as BT may direct, provided that BT shall fully indemnify the Offeror, or at the Offeror s option, the relevant LML Group Company, from and against any and all net realised losses which may be sustained, incurred or suffered by reason of any rollover that has been entered into by such LML Group 1 In this Announcement, for the purpose of computation, the number of Shares is 829,603,000 (as extracted from LML s Annual Report for the financial year ended 31 December 2006). 5

6 Company at BT s direction. BT has agreed to ensure that his sole objective in any such direction shall be to mitigate loss, or realise profits, on each and every such Managed FX Transaction or part thereof. (iii) Pursuant to the Irrevocable Undertakings given by BT, BT has agreed that the Offeror shall be entitled to hold back from the aggregate Offer Price payable to him or (if applicable) his nominee(s) in respect of all the Shares legally and/or beneficially owned by him and to be tendered in acceptance of the Offer (the Aggregate Offer Price ), an amount equal to S$250 million (the Holdback Amount ). If The Central Depository (Pte) Limited (the CDP ) does not for any reason agree to the hold back by the Offeror of the Holdback Amount from the Aggregate Offer Price on or before the time of payment of the Aggregate Offer Price as required by Rule 30 of the Code, the Holdback Amount may be retained by the Offeror until agreement is reached with the CDP in relation to the hold back of the Holdback Amount. In the event BT defaults in the payment of any claim or demand under the DT Indemnity, the Offeror shall be entitled to set off the relevant claim or demand against the Holdback Amount. The Holdback Amount less any amount(s) set-off by the Offeror will be released to BT or (if applicable) his nominee(s): (I) (II) upon one or more bank guarantee(s) for an aggregate amount equal to the Holdback Amount being furnished by one or more full-licensed bank(s) in Singapore acceptable to the Offeror in favour of the Offeror (each, a Bank Guarantee ) provided that where more than one Bank Guarantee is furnished, the number of such Bank Guarantees shall not exceed five and each such Bank Guarantee shall be for an aggregate amount of not less than S$50 million; or as soon as reasonably practicable after all of the parties rights and liabilities under all Derivative Transactions have been fully performed and discharged. (iv) (v) Notwithstanding the foregoing, the Offeror shall not be entitled to hold back the Holdback Amount in the event that one or more Bank Guarantee(s) is furnished in favour of the Offeror, in accordance with Section 4.1.4(iii)(I) above, prior to the payment by the Offeror of the Aggregate Offer Price. In the event that one or more Bank Guarantee(s) is furnished in favour of the Offeror: (I) if BT does not fulfil his payment obligations in respect of any claim or demand under the DT Indemnity within five 6

7 Business Days of such claim or demand being made, the Offeror shall be entitled to make a demand under any one or more of the Bank Guarantee(s), in such order as the Offeror may determine in its sole and absolute discretion, for such amount as is necessary to fulfil BT s payment obligation in respect of that particular claim or demand under the DT Indemnity; and (II) each Bank Guarantee shall be discharged after all of the parties rights and liabilities under all Derivative Transactions have been fully performed and discharged (the Expiry Date ), except for any demand submitted by the Offeror under such Bank Guarantee prior to the Expiry Date Indemnity by BT in relation to Indonesian Tax Liabilities and Claims: BT has, pursuant to the Irrevocable Undertakings given by him, agreed to indemnify the Offeror or at the Offeror s option, each Indonesian subsidiary of LML, from and against any liability to taxation, or claim for taxation in connection with any liability to taxation of any Indonesian subsidiary of LML for the open years of assessment up to Closing, save in relation to any liabilities which are or shall be fully and specifically provided for in the unaudited management accounts of the relevant Indonesian subsidiary of LML as at 31 December Termination: The Irrevocable Undertakings given by each of the Relevant Shareholders will lapse if the Offer lapses or is withdrawn without having become wholly unconditional in all respects No Further Undertakings: Save as disclosed in this Announcement, neither the Offeror nor any party acting in concert with it has received any irrevocable undertaking from any other party to accept or reject the Offer as at the Announcement Date. 4.2 Supplemental Employment Agreements. BT has further agreed by way of a supplemental employment agreement to continue in the employment of LML for a fixed term of three months from Closing on the same terms and conditions as set out in his current employment agreement. Upon the expiration of such fixed term, BT s employment with LML will automatically terminate. CSM has also agreed by way of a supplemental employment agreement to continue in the employment of LML for a fixed term of twelve months from Closing on the same terms and conditions as set out in his current employment agreement. Upon the expiration of such fixed term, CSM s employment with LML will continue on the same terms and conditions as set out in his current employment agreement. 5. Information on the Offeror Group 5.1 The Offeror. The Offeror was incorporated in Dubai, United Arab Emirates on 23 May It has an issued and paid-up share capital of United Arab Emirates Dirham (AED) 300,000 (approximately US$81,706 based on the AED:US$ exchange rate as at 26 October 2007) comprising 300 ordinary shares. As at the Announcement Date, 7

8 the directors of the Offeror are (i) Geoffrey Harold Taylor (Chief Executive Officer), (ii) Muhammad Sameer Y Khan (Financial Director), (iii) Alan John Locker (Technical Director) and (iv) Hamed Bin Lahej (Chief Operating Officer). The holding company of the Offeror is Dry Docks & Maritime World LLC ( DD&MW ). DD&MW is wholly-owned by Dubai World Holdings Limited which is, in turn, ultimately owned by the Government of Dubai. The Offeror is the holding company of two entities, Dubai Drydocks and Drydocks World - Singapore Limited (formerly known as Pan-United Marine Limited) 2 ( Drydocks World - Singapore ). Dubai Drydocks also operates and manages two entities, Platinum Yachts FZCO and Platinum Yacht Managements LLC. All of these entities have aligned activities which involve ship repair, ship conversion and ship building. 5.2 Dubai Drydocks. Dubai Drydocks was established in Dubai, United Arab Emirates by Decree and has been operating since As at the Announcement Date, the directors of Dubai Drydocks are (i) Geoffrey Harold Taylor (Chief Executive Officer), (ii) Nawal Ajudhianath Saigal (Managing Director), (iii) Mark Alexander Biggs (New Building Director), (iv) Mohammad Rizal Bin Abdullah (Production Director), (v) Mahes Devapriya Fernando (Finance Director) and (vi) Ravindra Sunith Senaratne (Commercial Director). Dubai Drydocks is one of the leading shipyards in the world and one of the premier shipyards operating in Europe and the Far East. Dubai Drydocks is one of the largest and most comprehensive shipyard facilities in the Middle East providing a fully integrated range of marine-related services including ship repairs, ship conversions and specialized ship construction. Since starting operations in 1983, Dubai Drydocks has repaired over 5000 vessels of all types and sizes, many of which are ULCC (ultra large crude carriers) and VLCC (very large crude carriers), representing a large proportion of the world s tanker fleet. Dubai Drydocks employs more than 8500 staff in Dubai alone and is represented by a network of local agents in more than 20 countries. 5.3 Drydocks World - Singapore. Drydocks World - Singapore was incorporated in Singapore on 31 December 1991 and has recently been delisted from the Main Board of the Singapore Exchange Securities Trading Limited ( SGX-ST ) following the voluntary conditional cash offer by the Offeror for all of the shares in Drydocks World - Singapore and the compulsory acquisition by the Offeror of all the remaining shares in Drydocks World - Singapore thereafter. As at the Announcement Date, the directors of Drydocks World - Singapore are (i) Geoffrey Harold Taylor, (ii) Muhammad Sameer Y Khan, (iii) Joao Manuel Arroja Goncalves Macedo, (iv) Sattanathan Krishnakumar, and (v) Ng Sing Chan. The principal business of Drydocks World - Singapore is the provision of ship repair, shipbuilding, ship conversion, anchorage and voyage repair and other marine related services for a broad range of vessels. Headquartered in Singapore, Drydocks World - Singapore owns and operates two fully equipped shipyards in Singapore and Batam, Indonesia. 8

9 6. Information on LML LML was incorporated in Singapore on 14 April 1980 and is listed on the Main Board of the SGX-ST. LML is a marine construction and engineering group with core businesses in shipbuilding, repair, offshore rig construction and shipping. LML has a large and diversified fleet of vessels, complemented by two full-service shipyards in Batam, Indonesia. 7. Rationale for the Offer and Offeror s Intentions for LML 7.1 Rationale for the Offer. The acquisition of LML follows the Offeror s acquisition of Drydocks World - Singapore and will allow the Offeror to diversify the operations of its group outside of the Middle East. The Offeror is keen to expand its shipyard operations in Southeast Asia and believes that the acquisition of LML would strategically complement the existing network of shipyard facilities of its group. The Offeror believes that the Offer represents an attractive proposition to Shareholders to realise their investment in the Shares for cash at a premium over the recent market price of the Shares. 7.2 The Offeror s Intentions for LML. It is the current intention of the Offeror to retain substantially all of the employees of LML and its subsidiaries. The Offeror intends to work closely with LML to identify key employees and to coordinate the appropriate measures to facilitate employee retention. Save as disclosed in this Announcement, the Offeror presently has no intention to (i) introduce any major changes to the businesses of LML, (ii) redeploy the fixed assets of LML or (iii) discontinue the employment of the employees of LML and its subsidiaries. Following the close of the Offer, the Offeror will undertake a comprehensive review of the businesses and fixed assets of LML and its subsidiaries. This review will help the Offeror determine the optimal business strategy for LML. 8. Listing Status and Compulsory Acquisition 8.1 Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore (the Companies Act ), if the Offeror receives acceptances pursuant to the Offer 3 for not less than 90 per cent. of the Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer), the Offeror will have the right to compulsorily acquire, at the Offer Price, all the Shares of Shareholders who have not accepted the Offer. In the event that the Offeror becomes entitled to exercise its right under Section 215(1) of the Companies Act to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer, the Offeror intends to exercise its rights of compulsory acquisition, and proceed to delist LML from the SGX-ST. 2 3 The company had changed its name from Pan-United Marine Limited to Drydocks World - Singapore Limited with effect from 12 October For the avoidance of doubt, acceptances pursuant to the Offer will include acquisitions or contracts for acquisitions of the Offer Shares in compliance with the provisions of Section 215(11) of the Companies Act. 9

10 In addition, pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Shares which, together with Shares held by it, comprise 90 per cent. or more of the Shares, Shareholders who have not accepted the Offer have a right to require the Offeror to acquire their Shares at the Offer Price. Shareholders who wish to exercise such a right are advised to seek their own independent legal advice. 8.2 Listing Status. Under Rule 1105 of the Listing Manual of the SGX-ST (the Listing Manual ), in the event that the Offeror and parties acting in concert with it, as a result of the Offer or otherwise, own or control more than 90 per cent. of the Shares, the SGX- ST may suspend the listing of the Shares until such time when the SGX-ST is satisfied that at least ten per cent. of the Shares are held by at least 500 shareholders who are members of the public. In addition, under Rule 724 of the Listing Manual, if the percentage of the Shares held in public hands falls below ten per cent., LML must, as soon as practicable, announce that fact and the SGX-ST may suspend trading of all the Shares. Rule 725 of the Listing Manual states that the SGX-ST may allow LML a period of three months, or such longer period as the SGX-ST may agree, to raise the percentage of Shares in public hands to at least ten per cent., failing which LML may be delisted. It is the intention of the Offeror to make LML its wholly-owned subsidiary. It is therefore not the intention of the Offeror to preserve the listing status of LML. Accordingly, the Offeror does not intend to take steps for any trading suspension of the Shares by the SGX-ST to be lifted in the event that, inter alia, less than ten per cent. of the Shares are held in public hands. 9. Attractiveness of the Offer 9.1 Attractiveness of the Offer. The Offeror believes that the Offer represents an attractive proposition to Shareholders to realise their investment in the Shares for cash. Shareholders are advised to read this Section in conjunction with the other Sections of this Announcement, including the Offeror s rationale for the Offer. 9.2 Financial Evaluation of the Offer. The Offer Price represents an attractive exit price for Shareholders: Premium over/ (discount to) the Benchmark benchmark price 4 price (i) Last transacted price per Share on the SGX-ST on 26 October 2007 (being the last full day of trading in the Shares prior to 29 October 2007, the Announcement Date S$ % 4 The figures set out in Section 9.2 of this Announcement are based on data extracted from Bloomberg. 10

11 Benchmark price 4 Premium over/ (discount to) the benchmark price (ii) Volume weighted average price on the SGX-ST ( VWAP ) for the one month period prior to the Announcement Date (27 September 2007 to 26 October 2007) S$ % (iii) VWAP for the three month period prior to the Announcement Date (27 July 2007 to 26 October 2007) S$ % (iv) VWAP for the six month period prior to the Announcement Date (27 April 2007 to 26 October 2007) S$ % 10. Disclosure of Shareholdings and Dealings 10.1 Shareholdings. As at the Announcement Date, neither the Offeror, its directors nor any other party acting or deemed to be acting in concert with the Offeror in connection with the Offer (each, a Relevant Person ) owns, controls or has agreed to acquire any Shares or securities which carry voting rights in LML or are convertible into Shares or securities which carry voting rights in LML, or rights to subscribe for, or options in respect of, such Shares or securities No Dealings. Save as disclosed in this Announcement, as at the Announcement Date, neither the Offeror nor any of the other Relevant Persons has (i) dealt for value in any Shares or convertible securities during the three month period immediately preceding the Announcement Date, or (ii) received any irrevocable undertaking from any party to accept or reject the Offer. 11. Confirmation of Financial Resources PwCCF, as financial adviser to the Offeror in connection with the Offer, confirms that sufficient financial resources are available to the Offeror to satisfy full acceptance of the Offer. 12. Offer Document The Offer Document, enclosing the appropriate form(s) of acceptance of the Offer, will be despatched to holders of the Offer Shares not earlier than 14 days and not later than 21 days from the Announcement Date. Shareholders are advised to exercise caution when dealing in the Shares. 13. Responsibility Statement 11

12 The directors of the Offeror (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, in relation to LML) or obtained from the Relevant Shareholders or PwCCF, the sole responsibility of the directors of the Offeror has been to ensure through reasonable enquires that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. Issued by PricewaterhouseCoopers Corporate Finance Pte Ltd For and on behalf of Dubai Drydocks World LLC 29 October 2007 Singapore Any enquiries relating to this Announcement or the Offer should be directed to: PricewaterhouseCoopers Corporate Finance Pte Ltd Amitava Guharoy Managing Director Vishal V Thapliyal Director

13 APPENDIX Details of the Irrevocable Undertakings The details of the number of Shares legally and/or beneficially owned by the Relevant Shareholders who have given Irrevocable Undertakings as at the Announcement Date are as follows: No. Name of Relevant Shareholders Number of Shares Percentage (%) Direct Deemed 1. Tan Boy Tee 444,120,500 42,000, Chan Sew Chan Kwan Bian 57,024, ,