VALLIANZ HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: E)

Transcription

1 CIRCULAR DATED 16 DECEMBER 2014 THIS CIRCULAR TO SHAREHOLDERS ( CIRCULAR ) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. This Circular is issued by Vallianz Holdings Limited (the Company, together with its subsidiaries, the Group ). If you are in any doubt as to the contents herein and/or action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Capitalised terms appearing on the cover of this Circular have the same meanings as defi ned herein. If you have sold or transferred all your shares in the capital of the Company ( Shares ) held through the CDP, you need not forward this Circular with the Notice of EGM and the attached Proxy Form to the purchaser or transferee as arrangements will be made by the CDP for a separate Circular with the Notice of EGM and the attached Proxy Form to be sent to the purchaser or transferee. If you have sold or transferred all your Shares represented by physical share certifi cate(s), you should at once hand this Circular with the Notice of EGM and the attached Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee. This Circular has been prepared by the Company and its contents have been reviewed by the Sponsor, Stamford Corporate Services Pte. Ltd., for compliance with the relevant rules of the Catalist Rules. The Sponsor has not independently verifi ed the contents of this Circular. This Circular has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this Circular including the accuracy or correctness of any of the statements or opinions made or reports contained in this Circular. The contact person for the Sponsor is Mr Bernard Lui. Tel: (65) bernard.lui@stamfordlaw.com.sg VALLIANZ HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: E) CIRCULAR TO SHAREHOLDERS IN RELATION TO (I) (II) (III) (IV) THE PROPOSED ACQUISITION OF NEWCRUZ INTERNATIONAL PTE. LTD. AND PTSB HOLDINGS PTE. LTD. AS AN INTERESTED PERSON TRANSACTION; THE ALLOTMENT AND ISSUE OF 160,000,000 CONSIDERATION SHARES AT AN ISSUE PRICE OF S$0.11 IN PART SATISFACTION OF THE CONSIDERATION; THE PROPOSED ADOPTION OF THE SHAREHOLDERS MANDATE FOR ADDITIONAL INTERESTED PERSON TRANSACTIONS WITH THE SWIBER GROUP; AND THE PROPOSED ADOPTION OF THE SHAREHOLDERS MANDATE FOR INTERESTED PERSON TRANSACTIONS WITH THE RAWABI GROUP. INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT DIRECTORS OF THE COMPANY WITH RESPECT TO THE PROPOSED ACQUISITION AS AN INTERESTED PERSON TRANSACTION, THE PROPOSED ADDITIONAL SWIBER IPT MANDATE AND THE PROPOSED RAWABI IPT MANDATE PROVENANCE CAPITAL PTE. LTD. (Incorporated in the Republic of Singapore) (Company Registration N umber: E) Important dates and times Last date and time for lodgment of Proxy Form : 29 December 2014 at 10:00 a.m. Date and time of EGM : 31 December 2014 at 10:00 a.m. Place of EGM : 12 International Business Park #03-02 Swiber@IBP Singapore

2 TABLE OF CONTENTS CLAUSE PAGE DEFINITIONS... 2 LETTER TO SHAREHOLDERS INTRODUCTION THE PROPOSED ACQUISITION THE PROPOSED ACQUISITION AS A DISCLOSABLE TRANSACTION THE PROPOSED ACQUISITION AS AN INTERESTED PERSON TRANSACTION ALLOTMENT AND ISSUE OF CONSIDERATION SHARES TO SWIBER THE PROPOSED ADOPTION OF THE SHAREHOLDERS MANDATE FOR ADDITIONAL INTERESTED PERSON TRANSACTIONS WITH THE SWIBER GROUP THE PROPOSED ADOPTION OF THE SHAREHOLDERS MANDATE FOR INTERESTED PERSON TRANSACTIONS WITH RAWABI HOLDING GENERAL REQUIRMENTS FOR INTERESTED PERSON TRANSACTIONS INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS OPINION OF INDEPENDENT FINANCIAL ADVISER STATEMENT OF THE AUDIT COMMITTEE EXTRAORDINARY GENERAL MEETING DIRECTORS RECOMMENDATION INTER-CONDITIONALITY ACTION TO BE TAKEN BY SHAREHOLDERS ABSTENTION FROM VOTING DIRECTORS RESPONSIBILITY STATEMENT CONSENTS DOCUMENTS AVAILABLE FOR INSPECTION APPENDIX A SUMMARY OF THE INDICATIVE TERMS AND CONDITIONS OF THE PERPETUAL SECURITIES APPENDIX B LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS IN RELATION TO THE PROPOSED ACQUISITION AS AN INTERESTED PERSON TRANSACTION APPENDIX C LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS IN RELATION TO THE PROPOSED ADDITIONAL SWIBER IPT MANDATE AND THE PROPOSED RAWABI IPT MANDATE APPENDIX D OVERVIEW OF CATALIST RULES REQUIREMENTS FOR INTERESTED PERSON TRANSACTIONS NOTICE OF EXTRAORDINARY GENERAL MEETING PROXY FORM 1

3 DEFINITIONS The following defi nitions apply throughout in this Circular except where the context otherwise requires: COMPANIES, ORGANISATIONS AND AGENCIES CDP : The Central Depository (Pte) Limited Company : Has the meaning ascribed to it in paragraph 1.1 of the Circular Group : The Company and its subsidiaries IFA : Has the meaning ascribed to it in paragraph 10 of the Circular Jetlee Group : Means Jetlee Shipbuilding and Engineering Pte. Ltd. and its whollyowned subsidiary, PT United Sindo Perkasa NIPL : Has the meaning ascribed to it in paragraph 1.1 of the Circular NSE : Has the meaning ascribed to it in paragraph 2. 2(a) of the Circular OER Group : Means OER Holdings Pte. Ltd. and its six (6) subsidiaries, namely (a) Offshore Engineering Resources Pte. Ltd.; (b) Offshore Engineering Resources Mexico S.A. de CV; (c) Offshore Supply Resources Mexico S.A. de CV; (d) OER Services Pte. Ltd.; (e) OER Services Ltd.; and (f) OER Offshore Pte. Ltd. Parties : Means collectively, Swiber, VIP and the Company and Party shall be construed accordingly Provenance Capital : Has the meaning ascribed to it in paragraph 10 of the Circular PTSB Holdings : Has the meaning ascribed to it in paragraph 1.1 of the Circular PTSB : Has the meaning ascribed to it in paragraph 2.2(b) of the Circular Rawabi Group : Has the meaning ascribed to it in paragraph 7.2 of the Circular Rawabi Holding : Rawabi Holding Company Limited SGX-ST : Singapore Exchange Securities Trading Limited Sponsor : Stamford Corporate Services Pte. Ltd., the continuing sponsor of the Company Swiber Group : Has the meaning ascribed to it in paragraph 6.4 of the Circular Swiber or the Vendor : Has the meaning ascribed to it in paragraph 1.1 of the Circular Target Group : Means collectively, NIPL, NSE, PTSB Holdings and PTSB And Target Group Companies shall be construed accordingly Valuer : In respect of the PTSB Fleet Valuation Report, refers to Matthews- Daniel International, Pte. Ltd., and in respect of the Newcruz Shipyard Valuation Report, refers to ALC Consulting Services Pte. Ltd., and Valuers shall be construed accordingly VIP : Has the meaning ascribed to it in paragraph 1.1 of the Circular 2

4 DEFINITIONS GENERAL AGM : Annual general meeting of the Company Associate : Has the meaning ascribed to it in the Catalist Rules, as further set out in Appendix D below Audit Committee : The audit committee of the Company comprising: (a) (b) (c) in respect of the Proposed Acquisition, Mr Bote de Vries; in respect of the Additional Swiber IPT Mandate, Mr Bote de Vries; and in respect of the Rawabi IPT Mandate, Mr Yeo Jeu Nam, Mr Raymond Kim Goh and Mr Bote de Vries Catalist Rules : Section B: Rules of Catalist of the Listing Manual of the SGX-ST, as amended, supplemented or modifi ed from time to time Catalist : The sponsor-supervised listing platform of the SGX-ST CFO : The chief fi nancial offi cer of the Company Circular : This circular dated 16 December 2014 Companies Act : Companies Act (Chapter 50) of Singapore, as amended, modifi ed or supplemented from time to time Completion Date : Date of completion of the Proposed Acquisition Completion : Completion of the Proposed Acquisition Conditions Precedent : Has the meaning ascribed to it in paragraph 2. 7 of the Circular Consideration Shares : Has the meaning ascribed to it in paragraph 2.4(b) of the Circular Consideration : Has the meaning ascribed to it in paragraph 2.4 of the Circular Controlling Shareholder : Has the meaning ascribed to it in the Catalist Rules, as further set out in Appendix D below Corporate Services : Has the meaning ascribed to it in paragraph 7.1(b) of the Circular Current Swiber IPT : Has the meaning ascribed to it in paragraph 6.2 of the Circular Mandate Directors : The directors of the Company Distributions : Has the meaning ascribed to it in Appendix A of the Circular Due Diligence : The legal, fi nancial and commercial due diligence investigations on the Target Group, the Shipyard and the Vessel Assets to be conducted by VIP and/or its professional advisers 3

5 DEFINITIONS EGM : The extraordinary general meeting of the Company to be convened and held on 31 December 2014 at 10:00 a.m. at 12 International Business Park, #03-02 Swiber@IBP, Singapore , the notice of which is set out on pages 80 to 82 of this Circular EPCIC : Has the meaning ascribed to it in paragraph 2. 3 of the Circular EPS : Earnings per Share Execution Date : Date of signing of the SPA Financial Controller : The fi nancial controller of the Company IFA Letter : Each of the following letters from Provenance Capital: (a) (b) in respect of the Proposed Acquisition as an Interested Person Transaction as set out in Appendix B of this Circular; and in respect of the Proposed Additional Swiber IPT Mandate and the Proposed Rawabi IPT Mandate, as set out in Appendix C of this Circular, and IFA Letters shall be construed accordingly Independent Directors : The Directors who are deemed to be independent in relation to: (a) (b) the Proposed Acquisition, the allotment and issue of the Consideration Shares to Swiber, and the Proposed Additional Swiber IPT Mandate, being Mr. Ling Yong Wah and Mr. Bote de Vries; and the Proposed Rawabi IPT Mandate, being all of the Directors Interested Person : Has the meaning ascribed to it in the Catalist Rules, as further set out in Transaction Appendix D below Interested Person : Has the meaning ascribed to it in the Catalist Rules, as further set out in Appendix D below Issue Price : Has the meaning ascribed to it in paragraph 2. 4(b) of the Circular Latest Announced : Has the meaning ascribed to it in paragraph 3 of the Circular Financial Statements Latest Practicable Date : The latest practicable date prior to the printing of this Circular, being 11 December 2014 Mainboard Rules : The rules of the Listing Manual of the SGX-ST, which apply to issuers listed on the Mainboard, as may be amended, modifi ed or supplemented from time to time Mainboard : The mainboard of the SGX-ST Newcruz Shipyard Valuation Report : The desktop valuation report on the Shipyard premises and certain related fi xed assets owned by NSE Notice of EGM : The notice of the EGM set out on pages 80 to 82 of this Circular 4

6 DEFINITIONS NTA : Net tangible assets Ordinary Resolution 1 : Has the meaning ascribed to it in paragraph 4 of the Circular Ordinary Resolution 2 : Has the meaning ascribed to it in paragraph 5 of the Circular Ordinary Resolution 3 : Has the meaning ascribed to it in paragraph 6 of the Circular Ordinary Resolution 4 : Has the meaning ascribed to it in paragraph 7 of the Circular Other Goods and : Has the meaning ascribed to it in paragraph 7.1(c) of the Circular Services Perpetual Securities : Has the meaning ascribed to it in paragraph 2. 4(a) of the Circular Preferential Customer : Has the meaning ascribed to it in paragraph 6.7(c) of the Circular Programme : The S$500,000,000 Multicurrency Debt Issuance Programme established by the Company on 20 March 2014 Project Management : Has the meaning ascribed to it in paragraph 6.3(c) of the Circular Services Proposed Acquisition : Has the meaning ascribed to it in paragraph 1.1 of the Circular Proposed Additional : Has the meaning ascribed to it in paragraph 6.2 of the Circular Swiber IPT Mandate Proposed Rawabi IPT : Has the meaning ascribed to it in paragraph 7 of the Circular Mandate Proxy Form : The proxy form as set out in this Circular PTSB Fleet Valuation : The desktop valuation report on the Vessel Assets owned by PTSB Report Rawabi Interested : Has the meaning ascribed to it in paragraph 7.1 of the Circular Person Transactions Rawabi Interested : Has the meaning ascribed to it in paragraph 7.2 of the Circular Persons Register of Transactions : Has the meaning ascribed to it in paragraph 8.1(c) of the Circular Rental of Premises : Has the meaning ascribed to it in paragraph 7.1(a) of the Circular Review Committee : Has the meaning ascribed to it in paragraph 6.7(a) of the Circular SFA : The Securities and Futures Act (Chapter 289) of Singapore, as amended, modifi ed or supplemented from time to time Shareholders : Registered holders of Shares, except where the registered holder is CDP, the term Shareholders shall, in relation to such Shares mean the Depositors whose securities accounts are credited with Shares Shares : Ordinary shares in the capital of the Company Shipyard : Has the meaning ascribed to it in paragraph 2.2(a) of the Circular 5

7 DEFINITIONS SPA : Has the meaning ascribed to it in paragraph 1.1 of the Circular Substantial Shareholder : A person who has an interest in Shares the nominal amount of which is 5.0% or more of the aggregate voting Shares of the Company Swiber Interested : Has the meaning ascribed to it in paragraph 6.3 of the Circular Person Transactions Swiber Interested : Has the meaning ascribed to it in paragraph 6.4 of the Circular Persons Swiber Shipyard, : Has the meaning ascribed to it in paragraph 6.3(b) of the Circular Engineering, Fabrication Services and Facilities Swiber Vessel Charters : Has the meaning ascribed to it in paragraph 6.3(a) of the Circular Vessel Assets : Has the meaning ascribed to it in paragraph 2.2(b) of the Circular CURRENCIES AND UNITS OF MEASUREMENT % or per cent. : Per centum 9M2013 : Nine (9) months commencing 1 January 2013 and ended 30 September M2014 : Nine (9) months commencing 1 January 2014 and ended 30 September 2014 Exchange Rate : Has the meaning ascribed to it in paragraph 2. 6 of the Circular FY2011 : Financial year ended 31 December 2011 FY2012 : Financial year ended 31 December 2012 FY2013 : Financial year ended 31 December 2013 S$ and cents : Singapore dollars and cents respectively, the lawful currency of the Republic of Singapore US$ and US cents : United States dollars and cents respectively, the lawful currency of the United States of America The terms Depositor, Depository Agent and Depository Register shall have the meanings scribed to them, respectively, in Section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine shall, where applicable, include the feminine and neuter gender and vice versa. References to persons shall, where applicable, include corporations. Any reference to any enactment is a reference to that enactment as for the time being amended or reenacted. Any word defi ned under the Companies Act, the SFA or the Catalist Rules or any statutory modifi cation thereof and used in this Circular shall, where applicable, have the same meaning assigned to it under the Companies Act, the SFA or the Catalist Rules or any modifi cation thereof, as the case may be, unless otherwise provided. Any reference to a time of day shall be a reference to Singapore time unless otherwise stated. 6

8 DEFINITIONS Any discrepancy in the tables included herein between the listed amounts and totals thereof are due to rounding. Accordingly, fi gures shown as totals in this Circular may not be an arithmetic aggregation of the fi gures that precede them. Cautionary note on forward- looking statements All statements other than statements of historical facts included in this Circular are or may be forwardlooking statements. Forward-looking statements include but are not limited to those using words such as expect, anticipate, believe, estimate, intend, project, plan, strategy, forecast and similar expressions or future or conditional verbs such as if, will, would, should, could, may and might. These statements refl ect the Company s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forwardlooking statements. Shareholders should not place undue reliance on such forward-looking statements, and the Company undertakes any obligation to update publicly or revise any forward-looking statements, subject to compliance with all applicable laws and regulations and/or the rules of the SGX-ST and/or any other regulatory or supervisory body or agency. 7

9 LETTER TO SHAREHOLDERS VALLIANZ HOLDINGS LIMITED (INCORPORATED IN THE REPUBLIC OF SINGAPORE) (COMPANY REGISTRATION NUMBER: E) Board of Directors Registered Office Raymond Kim Goh (Non-Executive Director and Chairman) 12 International Business Park Yeo Chee Neng (Executive Director and Chief Executive Offi cer) #03-02 Ling Yong Wah (Executive Director) Singapore Yeo Jeu Nam (Non-Executive and Independent Director) Bote de Vries (Non-Executive and Independent Director) 16 December 2014 To: The Shareholders of Vallianz Holdings Limited Dear Sir/Madam (I) (II) (III) (IV) THE PROPOSED ACQUISITION OF NEWCRUZ INTERNATIONAL PTE. LTD. AND PTSB HOLDINGS PTE. LTD. AS AN INTERESTED PERSON TRANSACTION; THE ALLOTMENT AND ISSUE OF 160,000,000 CONSIDERATION SHARES AT AN ISSUE PRICE OF S$0.11 IN PART SATISFACTION OF THE CONSIDERATION; THE PROPOSED ADOPTION OF THE SHAREHOLDERS MANDATE FOR ADDITIONAL INTERESTED PERSON TRANSACTIONS WITH THE SWIBER GROUP; AND THE PROPOSED ADOPTION OF THE SHAREHOLDERS MANDATE FOR INTERESTED PERSON TRANSACTIONS WITH THE RAWABI GROUP. 1. INTRODUCTION 1.1 On 10 November 2014, Vallianz Holdings Limited (the Company ) announced that it had, together with its wholly-owned subsidiary Vallianz International Pte. Ltd. ( VIP ), entered into a conditional sale and purchase agreement ( SPA ) with the Company s Controlling Shareholder, Swiber Holdings Limited ( Swiber or the Vendor ), for the acquisition of the entire issued and paid-up shares of Newcruz International Pte. Ltd. ( NIPL ) and PTSB Holdings Pte. Ltd. ( PTSB Holdings ) by VIP ( Proposed Acquisition ). 1.2 Consideration for the Proposed Acquisition will be satisfi ed in part by the issue of Perpetual Securities and in the other part by the allotment and issue of the Consideration Shares to Swiber. Please refer to paragraph 2 of this Circular for further details on NIPL, PTSB Holdings, Swiber, the Proposed Acquisition, the issue of Perpetual Securities and the allotment and issue of Consideration Shares to Swiber. 1.3 The Proposed Acquisition constitutes an Interested Person Transaction which value exceeds 5.0% of the latest consolidated audited NTA of the Group. Accordingly, it is subject to the approval of Shareholders under Rule 906 of the Catalist Rules. Furthermore, the allotment and issue of the Consideration Shares to Swiber is not pursuant to the general mandate obtained from Shareholders at the AGM of the Company on 28 April 2014, and accordingly, the allotment and issue of the Consideration Shares to Swiber require the specifi c approval of Shareholders under Section 161 of the Companies Act and Rule 805(1) of the Catalist Rules. 8

10 LETTER TO SHAREHOLDERS 1.4 The Directors are also proposing to table the Proposed Additional Swiber IPT Mandate and the Proposed Rawabi IPT Mandate for the approval of Shareholders to, respectively, extend the scope and types of recurrent interested person transactions covered by the Current Swiber IPT Mandate and to enable the Group to tap on the Rawabi Group s resources and the Rawabi Group s personnel for administrative work which would enable the Group to have a more effi cient administrative set-up. 1.5 Therefore, the Directors are convening an EGM to be held on 31 December 2014 at 10:00 a.m. to seek Shareholders approval for: (a) (b) (c) (d) the Proposed Acquisition as an Interested Person Transaction; the allotment and issue of the Consideration Shares to Swiber; the Proposed Additional Swiber IPT Mandate; and the Proposed Rawabi IPT Mandate. 1.6 The purpose of this Circular is to provide Shareholders with information relating to, and the reasons for the abovementioned proposals, and to seek Shareholders approval for the same at the EGM. Notice of the EGM is set out on pages 80 to 82 of this Circular. 1.7 The SGX-ST and the Sponsor assume no responsibility for the contents of this Circular, including the accuracy of any of the statements or opinions made or reports contained in this Circular. If any Shareholder is in any doubt as to the contents herein and/or the action to be taken, such Shareholder should consult such Shareholder s bank manager, stockbroker, solicitor, accountant or other professional adviser immediately. 1.8 This Circular has been prepared solely for the purposes set out herein and may not be relied upon by any persons (other than Shareholders) or for any other purposes. 2. THE PROPOSED ACQUISITION 2.1 Rationale for the Proposed Acquisition The Company is listed on the Catalist of the SGX-ST. Its primary business is the ownership and chartering of vessels to support exploration and production activities in the global offshore oil and gas industry. The Company also provides fl eet management services for third-party vessels. To realise its goal of becoming a leading global player in the dynamic and rapidly growing offshore marine industry, the Company has been actively executing initiatives to expand its asset base, strengthen its operational capabilities and broaden its geographical coverage. In the nine (9) months to 30 September 2014, the Company acquired an additional 11 vessels and expanded its fl eet size to 33 vessels. To cater for future growth of its fl eet, the Company also acquired the Jetlee Group to establish its own marine base in Batam, Indonesia, as well as the OER Group to build integrated capabilities in the supply of professional crew and related hospitality services. For details of the foregoing, please refer to the announcements of the Company dated 22 September 2014, 29 September 2014, 30 September 2014, 20 October 2014 and 31 October The Company envisages that NIPL will provide additional shipyard facilities that will further strengthen the Company s in-house capabilities and fabrication capacity for the repair and conversion of its own vessels and third-party vessels that it manages. The Company is also working continuously to broaden its customer base and diversify its geographical coverage beyond the Middle East and Asia Pacifi c. For the year-to-date, the Company has marked several milestones with maiden contracts in new markets in Latin America. 9

11 LETTER TO SHAREHOLDERS The Company believes PTSB Holdings will provide it with an established platform to gain entry and immediate access to the Indonesian offshore marine market which is regulated by the cabotage law. In addition, PTSB will provide a new source of income to the Company and increase the geographical diversity of its earnings base. 2.2 Information on Target Group (a) NIPL and NSE NIPL, a company incorporated in Singapore in 2007, is an investment holding company, and is the legal and benefi cial owner of the entire issued and paid-up shares in Newcruz Shipbuilding & Engineering Pte. Ltd. ( NSE ), a company incorporated in Singapore. NSE is operating a shipyard located at 23 and 25 Tuas Crescent Singapore which spans an area of 3.6 hectares with a 220-metre water frontage ( Shipyard ). As at the Latest Practicable Date, the issued and paid-up share capital of NIPL is S$10,300,001, comprising 10,300,001 ordinary shares. The shareholdings of NIPL as at the Latest Practicable Date and immediately following Completion is as set out in the table below: Shareholder Shareholdings as at Latest Practicable Date Shareholdings upon Completion Number of Shares Percentage (%) Number of Shares Percentage (%) Swiber 10,300, VIP 10,300, Total 10,300, ,300, (b) PTSB Holdings and PTSB PTSB Holdings, a company incorporated in Singapore in 2014, is an investment -holding company. As stated in the announcement of the Company dated 10 November 2014, Swiber was the legal owner of 49% of the issued and paid-up shares in PT Swiber Berjaya ( PTSB ), a company incorporated in Indonesia. As at the date of this Circular, Swiber has completed the transfer of all its shareholding interest in the issued and paid-up shares in PTSB to PTSB Holdings. The remaining 51% of the issued and paid-up shares is held by the president director of PT United Sindo Perkasa, a subsidiary of the Company. PTSB is a vessel owner engaged in chartering and ship management, and owns a fl eet of 18 offshore support vessels comprising, amongst others, an accommodation barge, anchor handling tugs, supply vessels and barges ( Vessel Assets ). As at the Latest Practicable Date, the issued and paid-up share capital of PTSB Holdings is US$100, comprising 100 ordinary shares. The shareholdings of PTSB Holdings as at the Latest Practicable Date and immediately following Completion is as set out in the table below: Shareholdings as at Latest Practicable Date Shareholdings upon Completion Shareholder Number of Shares Percentage (%) Number of Shares Percentage (%) Swiber VIP Total (c) NTA value of shares in NIPL and PTSB Holdings The NTA value of the shares in NIPL and PTSB Holdings to be acquired by VIP, assuming the transfer of shareholding interests of Swiber in PTSB to PTSB Holdings, is approximately US$25.1 million as at 30 September

12 LETTER TO SHAREHOLDERS (d) Selected key financial information of NIPL and NSE (i) Operating results of NSE The key fi nancial performance of NSE for the last three (3) fi nancial years ended 31 December, that is, FY2011, FY2012 and FY2013 is set out below in S$, which is the functional currency of NSE: Audited (S$ 000) FY2011 FY2012 FY2013 Revenue 16,907 55,355 32,849 Profi t after tax (962) 4,567 9,353 (ii) Unaudited proforma fi nancial position of NIPL (including NSE) The unaudited proforma consolidated balance sheet of NIPL (including NSE) prepared by Swiber as at 30 September 2014 is set out below in US$, which is the reporting currency of NIPL: Unaudited proforma consolidated balance sheet of NIPL Unaudited as at 30 September 2014 (US$ 000) Property, plant and equipment 16,589 Receivables 27,789 Work-in-progress 1,490 Stocks 129 Cash and bank 4,189 Total assets 50,186 Payables 21,386 Hire purchase creditors 9,344 Provision for deferred taxation 867 Total liabilities 31,597 Net assets 18,588* Share capital 6,796 Retained earnings 10,044 Translation reserve 1,748 Total equity 18,588 * does not add up due to rounding (e) Selected key financial information of PTSB Holdings and PTSB (i) Operating results of PTSB The key fi nancial performance of PTS B for FY2011, FY2012 and FY2013 and for 9M2013 and 9M2014 is set out below in US$, which is the functional currency of PTSB: (US$ 000) Audited Unaudited FY2011 (restated) FY2012 FY2013 9M2013 9M2014 Revenue 21,033 93, , , ,330 Income for the period ,429 2,572 8,288 11

13 LETTER TO SHAREHOLDERS (ii) Proforma fi nancial position of PTSB (US$ 000) Audited As at 31 December 2013 Unaudited As at 30 September 2014 Current assets 73, ,099 Non-current assets 177, ,310 Total assets 251,307* 237,408* Current liabilities 70,962 97,404 Non-current liabilities 175, ,721 Total liabilities 246, ,125 Total equity 4,995* 13,283 * does not add up due to rounding 2.3 Information on Swiber This section is based on information and representations provided by Swiber. Swiber, a Controlling Shareholder of the Company with 23.36% shareholdings in the Company as at the Latest Practicable Date, is a company incorporated in Singapore, listed on the Mainboard of the SGX-ST and is the legal and benefi cial owner of the entire issued and paid-up shares in NIPL and PTSB Holdings. Swiber is in the business of providing offshore engineering, procurement, construction, installation and commissioning services ( EPCIC ) and the supply of vessels for offshore projects. Swiber derives its revenue from two (2) main business activities, namely, offshore EPCIC and offshore marine support. Swiber s offshore EPCIC business offers a full suite of EPCIC services customised to the different needs of its customers in the oil and gas industry. These services are utilised at the exploration, development, production and post-production stages in an offshore oil and gas project. Swiber s offshore marine support business complements its offshore EPCIC business by supplying its EPCIC customers with vessels for their offshore projects. Swiber operates a fl eet of support vessels chartered to customers throughout their various stages of their offshore oil and gas exploration, development and production projects. Its customers include established companies engaged in the offshore exploration, development and production of oil and gas, and marine contractors engaged in the design and construction of infrastructure for such projects. After the completion of the Proposed Acquisition, Swiber s shareholding interests in the Company will increase from 23.36% to 27.02%. 2.4 Consideration The consideration for the Proposed Acquisition (being the aggregate of the consideration for the shares in NIPL of US$18.59 million and of PTSB Holdings of US$17.50 million) is approximately US$36.09 million ( Consideration ), which shall be satisfi ed: (a) (b) in part by the issuance of senior perpetual securities ( Perpetual Securities ) amounting to an aggregate principal amount of US$22.50 million; and in the other part by the allotment and issuance of 160,000,000 ordinary Shares ( Consideration Shares ) at an issue price of S$0.11 per Consideration Share ( Issue Price ), credited as fully-paid, for an aggregate consideration of approximately US$13.59 million, by the Company to Swiber on Completion Date. 12

14 LETTER TO SHAREHOLDERS The Consideration was arrived at on a willing seller, willing buyer basis, after taking into account various factors such as the existing assets of the Target Group, including the Shipyard, the Vessel Assets and certain equipment and fi nancial position of the Target Group. 2.5 Issue of Perpetual Securities The issuance of the Perpetual Securities by the Company shall be effected on the Completion Date. The Perpetual Securities will be listed on the SGX-ST, subject to the requisite approvals being obtained. Please refer to Appendix A herein for the summary of the indicative terms and conditions of the Perpetual Securities. 2.6 Allotment and issue of Consideration Shares to Swiber The Consideration Shares shall be issued free from all encumbrances on Completion and shall rank pari passu in all respects with and carry all rights similar to the Shares existing as at the date of the allotment and issue of the Consideration Shares to Swiber, save for any dividends, rights, allotments or other distributions, the record date of which falls before the allotment and issue of the Consideration Shares to Swiber. The Issue Price, based on the agreed exchange rate of US$1:S$1.295 ( Exchange Rate ), represents a premium of 10% (1) to the weighted average price for trades done of the Shares on the SGX-ST for the full market day preceding the Execution Date. Based on the Company s audited fi nancial statements for FY2013, the Company s NTA per Share is approximately 3.59 US cents and as such, the Issue Price represents a premium of 136% (2) to the NTA per Share. The Consideration Shares consist of 5.03% and 4.79% of the existing share capital and the enlarged share capital of the Company after Completion respectively. Notes: (1) The Company wishes to clarify that the Issue Price represents a premium of 10% instead of 12% to the weighted average price for trades done of the Shares on the SGX-ST for the full market day preceding the Execution Date as disclosed in the announcement of the Company dated 10 November (2) The Company wishes to clarify that the Issue Price represents a premium of 136% instead of 206% to the NTA per Share as disclosed in the announcement of the Company dated 10 November Pursuant to the allotment and issue of the 160,000,000 Consideration Shares to Swiber on Completion, the changes in Swiber s shareholding interests in the Company would be as follows: Before Completion After Completion Number of Shares Percentage (%) Number of Shares Percentage (%) Swiber 743,534, (1) 903,534, (2) Notes: (1) Based on an issued and paid-up share capital of the Company of 3,183,512,122 Shares immediately prior to Completion. (2) Based on an issued and paid-up share capital of the Company of 3,343,512,122 Shares immediately after Completion. The Company will be obtaining a listing and quotation notice from SGX-ST in respect of the Consideration Shares. The allotment and issuance of the Consideration Shares would not result in a transfer of controlling interest in the Company. 13

15 LETTER TO SHAREHOLDERS 2.7 Conditions Precedent of the Proposed Acquisition The Proposed Acquisition is conditional upon the fulfi llment of, inter alia, the following conditions precedent ( Conditions Precedent ), unless waived, on or prior to 31 January 2015 or such other earlier or later date as the Parties may agree in writing: (a) (b) (c) (d) (e) (f) (g) all approvals, consents, waivers, registration, or statements of no objection that are required by VIP by law, contract or practice, or by any governmental body or competent authorities having jurisdiction over the Proposed Acquisition and the matters contemplated under the SPA (including any approvals or consents required for the allotment and issuance of the Consideration Shares and Perpetual Securities), as are necessary or required (including, but not limited to, the SGX-ST, the Sponsor, shareholders of VIP and/or the Company, to the extent required under Chapters 8, 9 and 10 of the Catalist Rules, or any other third party) to permit the Proposed Acquisition and the matters contemplated under the SPA to occur, being granted and where such grant be subject to terms and/or conditions, such terms and/or conditions being acceptable to Swiber in Swiber s reasonable discretion, and being capable of being complied with by each Party to the extent that such terms and/or conditions apply to such Party; all approvals, consents, waivers, registration, or statement of no objection that are required by Swiber and any Target Group Company by Law, contract or practice, or by any governmental body or competent authorities having jurisdiction over the Proposed Acquisition and the matters contemplated under the SPA (including the resultant change in shareholders, directors and management of the Target Group, as the case may be), as are necessary or required (including, but not limited to, the SGX-ST, and shareholders of Swiber, to the extent required under the Mainboard Rules, or any other third party) to permit the Proposed Acquisition and the matters contemplated under the SPA to occur, being granted and where such grant be subject to terms and/or conditions, such terms and/or conditions being acceptable to VIP in VIP s reasonable discretion, and being capable of being complied with by each Party to the extent that such terms and/or conditions apply to such Party; completion by VIP and/or its professional advisers of Due Diligence on the Target Group, the Shipyard and the Vessel Assets, and the results of the Due Diligence being satisfactory to VIP in VIP s reasonable discretion; the business of the Target Group having at all times been carried on in the ordinary course of business, and there having been no material adverse change in the business, assets and liabilities of each of the Target Group Companies since the Execution Date up to and including Completion Date; there being no investigations by any governmental body and competent authorities or adverse proceedings pending or threatened against any of the companies in the Target Group or the Parties, that might reasonably be expected to impair or prevent the completion of the Proposed Acquisition and the matters contemplated herein (including the resultant change in shareholders, directors and management of the Target Group) or cause a material adverse change in the business operations, affairs, conditions (fi nancial or otherwise) or prospects of the Target Group from the Execution Date up to and including Completion Date; the obtaining and procurement of all licences, authorisations, orders, grants, confi rmations, permissions, registrations, consents and other approvals under all applicable laws or as required for the purposes of the Proposed Acquisition and the matters contemplated under the SPA (including the resultant change in shareholders, directors and management of the Target Group Companies, to the extent applicable) on terms and conditions acceptable to the Parties; the Target Group Companies not having received any written objections to the Proposed Acquisition from any creditor of the Target Group Companies from the Execution Date up to and including Completion Date; 14

16 LETTER TO SHAREHOLDERS (h) (i) (j) (k) (l) the Company having received a report from the independent fi nancial adviser engaged to advise on the Proposed Acquisition, confi rming that such independent fi nancial adviser is of the view that the Proposed Acquisition is on normal commercial terms and is not prejudicial to the interest of the Company and its Shareholders; where the terms of any contracts entered into by or in relation to the Target Group Companies (including but not limited to any policies of insurance or banking and fi nance facilities taken up by any of the Target Group Companies) contain any restrictions or prohibition on the change in control of the shareholdings, management (including the board of directors and commissioners of any of the Target Group Companies) or ownership of the Target Group Companies or include any right to terminate exercisable prior to or as a result of any matter contemplated by the SPA (including but not limited to the Proposed Acquisition), delivery by Swiber to VIP of a written confi rmation in a form and on terms (if any) satisfactory to VIP by the counterparts thereto, of the waiver of such restriction or prohibition in relation to any such change arising from any of the matters or transactions under the SPA or of any such right to terminate; the submission of the additional listing confi rmation by the Sponsor and the receipt of the listing approval for the listing and quotation of the Consideration Shares and the Perpetual Securities on the SGX-ST, and if any such approvals is granted on conditions, these conditions being reasonably accepted to the Parties and if required by SGX-ST, these conditions being satisfi ed before Completion; the warranties remaining true and accurate in all respects and not misleading in any respect, as if repeated at any time before and on Completion, by reference to the facts and circumstances then existing; and the completion of the transfer of all the shareholding interests of Swiber in the issued and paid-up shares in PTSB to PTSB Holdings with all necessary approvals, licenses, authorisations, orders, grants, confi rmations, permissions, registrations, consents and other approvals under all applicable laws or as required having been obtained from the relevant governmental body or competent authorities, including, but not limited to the Investment Coordinating Board of the Republic of Indonesia (BKPM), PROVIDED ALWAYS that the Conditions Precedent in paragraphs 2.7(d) and (e) above shall be deemed to have been fulfi lled on Completion Date unless, at any time on or prior to the Completion Date, (i) VIP notifi es Swiber in writing that such Conditions Precedent is not satisfi ed to VIP s satisfaction and where applicable, providing reasons thereof; or (ii) Swiber provides a written notifi cation to VIP pursuant to sub-clause 4.2(b) of the SPA. As at the date hereof, the Conditions Precedent specifi ed in paragraph 2.7(h) has been fulfi lled. 2.8 Source of funds for the Proposed Acquisition The Consideration for the Proposed Acquisition is via the issuance of the Perpetual Securities and the allotment and issue of the Consideration Shares to Swiber. No part of the Consideration is payable in cash to Swiber. 2.9 Financial effects of the Proposed Acquisition The pro forma fi nancial effects of the Proposed Acquisition on the net profi ts attributable to interests in NIPL and PTSB Holdings, the NTA per Share, EPS and gearing are set out below. The pro forma fi nancial effects for the Proposed Acquisition have been prepared based on the audited fi nancial statements of the Group and the Target Group for FY2013, which have been prepared on a going concern basis, and are purely for illustrative purposes only and do not necessarily refl ect the actual future results and fi nancial position of the Group after Completion. 15

17 LETTER TO SHAREHOLDERS For the purpose of illustrating the fi nancial effects of the Proposed Acquisition, the fi nancial effects of the Proposed Acquisition are computed based on, inter alia, the following assumptions: (i) (ii) (iii) (iv) the fi nancial effects on the Group s NTA attributable to the equity holders of the Company and the NTA per Share are computed assuming that the Proposed Acquisition was completed on 31 December 2013; the fi nancial effects on the Group s earnings attributable to the equity holders of the Company and EPS are computed assuming that the Proposed Acquisition was completed on 1 January 2013; the fi nancial effects on the Group s gearing ratio are computed assuming that the Proposed Acquisition was completed on 31 December 2013; and that the Perpetual Securities were not redeemed and the Distributions were paid. (a) (b) Net profits attributable to interests in NIPL and PTSB Holdings The net profi ts attributable to interests in NIPL and PTSB Holdings to be acquired by VIP would be approximately US$9.06 million for FY2013. NTA per Share (US$ 000) Before the Proposed Acquisition After the Proposed Acquisition NTA attributable to the equity holders of the Company 42,730 77,830 Number of Shares ( 000) 1,189,412 1,349,412 NTA per Share (cents) (c) EPS (US$ 000) Before the Proposed Acquisition After the Proposed Acquisition Profi ts attributable to Shareholders 7,493 15,655 Number of Shares ( 000) 1,189,412 1,349,412 EPS (cents) (d) Gearing (US$ 000) Before the Proposed Acquisition After the Proposed Acquisition Total debts 69,097 79,216 Total equity 72, ,939 Gearing (times) Service contracts No person is proposed to be appointed as Director in connection with the Proposed Acquisition. Accordingly, no service contract is proposed to be entered into between the Company and any such person. 16

18 LETTER TO SHAREHOLDERS 3. THE PROPOSED ACQUISITION AS A DISCLOSABLE TRANSACTION The relative fi gures computed on the bases set out in Rule 1006 of the Catalist Rules in respect of the Proposed Acquisition and based on the latest announced unaudited fi nancial statements of the Group ( Latest Announced Financial Statements ) for 9M2014 are as follows: Rule 1006(a) Rule 1006(b) Rule 1006(c) Rule 1006(d) Rule 1006(e) Notes: Net asset value of the assets to be disposed of, compared with the Group s net asset value Net profi ts attributable to the assets acquired, compared with the Group s net profi ts Aggregate value of the Consideration given, compared with the Company s market capitalisation based on the total number of issued Shares excluding treasury shares Number of Consideration Shares to be issued, compared with the number of issued Shares Aggregate volume or amount of proven and probable reserves to be disposed of, compared with the aggregate of the Group s proven and probable reserves Not applicable 26.61% (1) 14.8% (2) 5.03% (3) Not applicable (1) For the latest unaudited profi t after tax for 9M2014, the net profi ts of the Target Group is approximately US$4.37 million. Based on the Latest Announced Financial Statements, the net profi ts of the Group is approximately US$16.44 million; (2) Based on the Consideration of US$36.09 million, and the issued share capital of the Company of 3,183,512,122 ordinary shares in the capital of the Company and the weighted average price of such shares transacted on the Catalist on 07 November 2014 (being the market day preceding the Execution Date on which the Shares were traded); and (3) Based on 160,000,000 Consideration Shares and 3,183,512,122 existing Shares. As the relative fi gures in Rule 1006(b), Rule 1006(c) and Rule 1006(d) computed on the basis set out in Rule 1006 of the Catalist Rules above exceeds 5% but is less than 75%, the Proposed Acquisition constitutes a disclosable transaction under Chapter 10 of the Catalist Rules. 4. THE PROPOSED ACQUISITION AS AN INTERESTED PERSON TRANSACTION Swiber is a Controlling Shareholder of the Company as illustrated by its 23.36% shareholding interests in paragraph 9. 1(b) below. As such, Swiber is an Interested Person within the meaning of Chapter 9 of the Catalist Rules and the Proposed Acquisition constitutes an Interested Person Transaction as defi ned in Rule 904(5) of the Catalist Rules. General information relating to Chapter 9 of the Catalist Rules, including terms such as Interested Person, Associate, Associated Company and Controlling Shareholder, are set out in Appendix D to this Circular. The value at risk of the Proposed Acquisition is the Consideration, being US$36.09 million. Based on the latest audited consolidated fi nancial statements of the Group for FY2013, the audited consolidated NTA of the Group was approximately US$72.10 million (1), the value at risk of the Proposed Acquisition expressed as a percentage of the Group s latest audited consolidated NTA value for FY2013 is approximately 50.06%. As this value exceeds 5.0% of the Group s latest audited consolidated NTA value for FY2013, pursuant to Rule 906(1)(a) of the Catalist Rules, the Proposed Acquisition is an Interested Person Transaction which is subject to the approval of the Shareholders under Rule 906(1)(a) of the Catalist Rules. Accordingly, Shareholders approval is being sought at the EGM for the adoption of the Proposed Acquisition as an Interested Person Transaction by an ordinary resolution ( Ordinary Resolution 1 ). 17

19 LETTER TO SHAREHOLDERS In addition, based on the Latest Announced Financial Statements of the Group, the unaudited consolidated NTA of the Group was approximately US$ million (2), and accordingly, the value at risk of the Proposed Acquisition expressed as a percentage of the Group s latest unaudited consolidated NTA value for 9M2014 is approximately 18.5%. For 9M2014, the aggregate value of all Interested Person Transactions with the Swiber Interested Persons would be approximately US$3.55 million (excluding the Interested Person Transactions entered into with the Swiber Interested Persons under the Current Swiber IPT Mandate) and approximately US$15.16 million (including the said transactions). For 9M2014, the aggregate value of all Interested Person Transactions is US$16.42 million. Notes: (1) This includes non-controlling interests of approximately US$29.37 million held in the Group for FY2013. (2) This includes non-controlling interests of approximately US$27.42 million held in the Group for 9M ALLOTMENT AND ISSUE OF CONSIDERATION SHARES TO SWIBER Rule 805(1) of the Catalist Rules provides that an issuer must obtain the prior approval of shareholders in general meeting for the issue of shares unless such issuance of shares is covered under a general mandate obtained from shareholders of the Company. As the allotment and issue of the Consideration Shares to Swiber is not in reliance of the general mandate obtained from Shareholders at the AGM of the Company on 28 April 2014, the Company will be seeking the specifi c approval of the Shareholders for the allotment and issue of the Consideration Shares to Swiber pursuant to Section 161 of the Companies Act and Rule 805(1) of the Catalist Rules. Accordingly, Shareholders approval is being sought at the EGM for the adoption of the allotment and issue of Consideration Shares to Swiber by an ordinary resolution ( Ordinary Resolution 2 ). Additionally, the Company will also be seeking independent Shareholders approval for the allotment and issuance of the Consideration Shares to Swiber, who is a Controlling Shareholder of the Company, pursuant to Rules 804 and 812 of the Catalist Rules. 6. THE PROPOSED ADOPTION OF THE SHAREHOLDERS MANDATE FOR ADDITIONAL INTERESTED PERSON TRANSACTIONS WITH THE SWIBER GROUP Shareholders approval is being sought at the EGM for the adoption of the Proposed Additional Swiber IPT Mandate by an ordinary resolution ( Ordinary Resolution 3 ). 6.1 Chapter 9 of the Catalist Rules Under Chapter 9 of the Catalist Rules, a listed company may seek a shareholders mandate for recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations, which may be carried out with the listed company s Interested Persons, but will not cover the transactions relating to the purchase or sale of assets, undertakings or businesses. Due to the time-sensitive nature of commercial transactions, such a mandate will enable a listed company, in its ordinary course of business, to enter into certain categories of transactions with Interested Persons, provided such Interested Person Transactions are made on normal commercial terms and are not prejudicial to the interests of the Company and its minority shareholders. General information relating to Chapter 9 of the Catalist Rules, including terms such as Interested Person, Associate, Associated Company and Controlling Shareholder, are set out in Appendix D to this Circular. 18