MANHATTAN RESOURCES LIMITED (Incorporated in the Republic of Singapore) (Company Registration No K)

Size: px

Start display at page:

Download "MANHATTAN RESOURCES LIMITED (Incorporated in the Republic of Singapore) (Company Registration No K)"

Jack Harrison
5 years ago
Views:

1 MANHATTAN RESOURCES LIMITED (Incorporated in the Republic of Singapore) (Company Registration No K) (A) (B) COAL PURCHASES BY PT KARIANGAU POWER FROM PT FAJAR SAKTI PRIMA AND PT BARA TABANG AS INTERESTED PERSON TRANSACTIONS UPDATE ON THE PROPOSED DISPOSAL OF VESSELS BY PT ANEKA SAMUDERA LINTAS (A) COAL PURCHASES BY PT KARIANGAU POWER FROM PT FAJAR SAKTI PRIMA AND PT BARA TABANG AS INTERESTED PERSON TRANSACTIONS 1. Introduction 1.1 The board of directors ( Board or Directors ) of Manhattan Resources Limited ( Company, together with its subsidiaries, the Group ) wishes to inform shareholders of the Company ( Shareholders ) that PT Kariangau Power ( PT KP ), an indirect subsidiary of the Company, has, since 20 July 2017, been purchasing coal from PT Fajar Sakti Prima ( PT Fajar ) and PT Bara Tabang ( PT Bara ), which are subsidiaries of PT Bayan Resources Tbk ( Bayan Resources ). 1.2 PT KP is a limited liability company duly established under the laws of the Republic of Indonesia. Each of SLM Holding Pte Ltd ( SLM Holding ), which is a wholly-owned subsidiary of the Company, and Dato Dr. Low Tuck Kwong ( LTK ), who is a Controlling Shareholder of the Company, holds approximately 92.18% and 7.82% equity interest in PT KP, respectively. Accordingly, PT KP, which is an indirect subsidiary of the Company, is considered an Entity at Risk (as such term is defined in the Mainboard Rules of the Singapore Exchange Securities Trading Limited ( Mainboard Rules )). LTK has a total interest, both direct and deemed, of approximately 36.61% in the issued and paid-up capital of the Company. Mr Low Yi Ngo ( LYN ), who is the Chief Executive Officer and Managing Director of the Company, is also a Shareholder holding approximately 0.58% interests in the Company. LYN is also the son of LTK and brother of Ms Elaine Low, who is a Director of the Company and the daughter of LTK and sister of LYN. LYN is the president director of PT KP and LTK is the president commissioner of PT KP. The principal business activities of PT KP relate to the operations of a coal-fired steam power plant in the Kariangau industry area, Balikpapan, East Kalimantan, Indonesia. 1.3 PT Fajar 1 and PT Bara 1 are subsidiaries of Bayan Resources with the principal activity of coal mining. Bayan Resources has an effective interest of 90% in each of PT Fajar and PT Bara. LTK owns 51.59% of Bayan Resources, while LYN owns 0.17% of Bayan Resources and is on the board of directors of Bayan Resources. Accordingly, under the Mainboard Rules, Bayan Resources and its subsidiaries ( Bayan Group ), including PT Fajar and PT Bara, are considered Interested Persons (as such term is defined in the Mainboard Rules). 1.4 Accordingly, the coal purchases by PT KP from PT Fajar and PT Bara ( Coal Purchases ) constitute Interested Person Transactions (as such term is defined in the Mainboard Rules). 1 The information on PT Fajar and PT Bara was provided by PT Fajar and PT Bara. In respect of such information, the Company and the Directors have not independently verified the accuracy and correctness of the same and the Company s responsibility is limited to the proper extraction and reproduction in the context that the information is being disclosed in this announcement.

2 2. Principal Terms of the Coal Purchases 2.1 Since 20 July 2017, PT KP has been purchasing coal from PT Fajar and PT Bara on an adhoc basis. 2.2 Pursuant to the Regulation of the Minister of Energy and Mineral Resources No. 07 of 2017 as amended by Regulation No. 44 of 2017 concerning Procedures on Determination of Metal Minerals and Coal Benchmark Price Injunction the Director General Regulation No. 515.K/32/DJB/2011 dated 22 September 2011 (collectively, Indonesian Coal Price Regulations ), all coal producers in Indonesia are required to determine their prices for coal with reference to the coal benchmark price published by the Indonesian Government. The coal benchmark price published by the Indonesian Government represents the minimum price at which coal may be sold by coal producers in Indonesia. 2.3 Accordingly, the coal purchase price of the Coal Purchases is not fixed and is based on the prevailing coal benchmark price published regularly by the Indonesian Government, subject to price adjustments to be made in accordance with the provisions of the Indonesian Coal Price Regulations, based on certain quality parameters of the coal supplied by PT Fajar and PT Bara. 3. RATIONALE FOR AND BENEFIT TO PT KP The power plant operated by PT KP requires coal as one (1) of the essential raw materials to generate electricity. The Group has been purchasing coal from PT Fajar and PT Bara because the terms of the Coal Purchases from PT Fajar and PT Bara are more favourable than those of unrelated third party suppliers. As set out in Section 2 above, the purchase price of the Coal Purchases is based on the prevailing coal benchmark price published by the Indonesian Government, which represents the minimum price at which coal may be sold by coal producers in Indonesia, subject to price adjustments to be made in accordance with the provisions of the Indonesian Coal Price Regulations, based on certain quality parameters of the coal supplied by PT Fajar and PT Bara. 4. VALUE OF INTERESTED PERSONS TRANSACTIONS 4.1 For the reasons set out in Section 1.3 of this announcement, PT Fajar and PT Bara are treated as the same Interested Person and the entered into between the Group and PT Fajar and PT Bara during the same financial year are aggregated in determining whether the relevant threshold in Rule 905(2) of the Mainboard Rules has been triggered. 4.2 Details of the coal purchases by PT KP from PT Fajar and PT Bara (excluding below S$100,000 in value) for the period commencing (a) from 20 July 2017 (being the date PT KP started purchasing coal from PT Fajar and PT Bara) ( Commencement Date ) to 31 December 2017 ( First Relevant Period ); and (b) from 1 January 2018 to 31 March 2018 ( Second Relevant Period ) are set out below: Interested Person Nature of Interested Person Transaction Value (S$ 000) Percentage of the Group s audited NTA as at 31 December 2016 (1) (%) Percentage of the Group s audited NTA as at 31 December 2017 (2) (%) Commencement Date to 31 December 2017 PT Fajar Coal Purchases PT Bara Coal Purchases 4, Total 5, NA (3) 1 January 2018 to 31 March 2018 PT Fajar Coal Purchases PT Bara Coal Purchases 1, Total 1,

3 Notes: (1) The Group s audited net tangible assets attributable to the equity holders of the Company was S$101,256,000 as at 31 December 2016 ( Group s FY2016 Audited NTA ). (2) The Group s audited net tangible assets attributable to the equity holders of the Company was S$81,582,000 as at 31 December 2017 ( Group s FY2017 Audited NTA ). (3) Not applicable as the Group s FY2016 Audited NTA is the relevant latest audited net tangible assets of the Group to be used for the purpose of compliance with Chapter 9 of the Mainboard Rules. 4.3 Accordingly, as the aggregate value of the Coal Purchases by PT KP from PT Fajar and PT Bara for the First Relevant Period is more than 3% but less than 5% of the Group s FY2016 Audited NTA, the Company is required to make an announcement under Rule 905(2) of the Mainboard Rules, but the Company is not required to seek Shareholders approval under Rule 906(1)(b) of the Mainboard Rules. 4.4 While the aggregate value of the Coal Purchases by PT KP from PT Fajar and PT Bara for the Second Relevant Period is less than 3% of (a) the Group s FY2016 Audited NTA; and (b) the Group s FY2017 Audited NTA, it is envisaged that PT KP will in its ordinary course of business continue to purchase coal from PT Fajar and PT Bara. Such are recurring and are part of the day-to-day operations of the Group. They are likely to occur with some degree of frequency and may arise at any time, and from time to time. In view of the time-sensitive nature of the Coal Purchases from PT Fajar and PT Bara, the Company will be seeking a general mandate from Shareholders for the Coal Purchases by the Group from the Bayan Group, and a circular to Shareholders will be despatched in due course. 4.5 Save for the Coal Purchases, the Group does not have any other interested person with PT Fajar and PT Bara for (a) the First Relevant Period; and (b) the Second Relevant Period. 4.6 The total value interested person entered into by the Group for (a) the First Relevant Period; and (b) the Second Relevant Period, is as follow:

4 Name of Interested Person / Nature of Transaction PT Muji Lines (2) - Chartering of vessels from the Group KaiYi Investment Pte. Ltd. (2) - Lease of office premises by the Group PT Dermaga Perkasapratama (3)(4) - Sale of electric power by the Group Bayan International Pte. Ltd. (3)(4) - Purchase of coal by the Group For the First Relevant Period interested person (excluding less than S$100,000 and conducted interested under person shareholders mandate under the pursuant to Existing IPT Rule 920 of Mandate (1) the Mainboard (excluding Rules (1) ( Existing IPT less than Mandate )) S$100,000) For the Second Relevant Period interested person (excluding less than S$100,000 and conducted under the Existing IPT Mandate (1) ) interested person under the Existing IPT Mandate (1) (excluding less than S$100,000) - 10,399 (2) - 3,137 (2) - (246) (2) - (45) (2) 5,424 (3)(4) - (1,319) (3)(4) - (5,133) (3)(4) - - (3)(4) - PT Fajar (4) - Coal Purchases (987) (4) - - (4) - PT Bara (4) - Coal Purchases (4,070) (4) - (1,636) (4) - Notes: Total (4,766) 10,153 (2,955) 3,092 (1) The Company has an Existing IPT Mandate, which was approved by the Shareholders at the annual general meeting of the Company held on 24 April 2017, further details of which are set out in the appendix to the Annual Report of the Company for the financial year ended 31

5 December 2016, and is to be in force until the upcoming annual general meeting of the Company. (2) Interested Person Transactions which are conducted pursuant to the Existing IPT Mandate. (3) At the extraordinary general meeting of the Company held on 29 June 2016, the Shareholders approved, amongst others, the power purchase agreement on a take or pay basis dated 2 February 2015 between PT Dermaga Perkasapratama ( DPP ) and PT KP, pursuant to which PT KP agrees to sell electric power to DPP, and the coal sales and purchase agreement dated 1 October 2015 between Bayan International Pte. Ltd. ( Bayan International ) and PT KP, pursuant to which Bayan International agrees to sell and deliver and PT KP shall purchase and accept a certain amount of steam coal meeting certain specified specifications as set out therein. For more information, please refer to the Company s circular to shareholder dated 14 June (4) Interested Person Transactions which are not conducted pursuant to the Existing IPT Mandate. 5. AUDIT COMMITTEE STATEMENT Having considered, amongst others, the terms of the Coal Purchases by PT KP from PT Fajar and PT Bara, the Audit Committee of the Company is of the view that the Coal Purchases had been carried out on normal commercial terms, and are not prejudicial to the interests of the Company and its minority Shareholders. 6. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS Save as disclosed in this announcement and save for their shareholdings in the Company, none of the Directors or Controlling Shareholders of the Company, has any interest, direct or indirect, in the Coal Purchases by PT KP from PT Fajar and PT Bara. (B) UPDATE ON THE PROPOSED DISPOSAL OF VESSELS BY PT ANEKA SAMUDERA LINTAS 7. UPDATE 7.1 The Board refers to the announcements dated 11 October 2016 ( 11 October 2016 Announcement ) and 21 November 2016 (collectively, the Proposed Disposal Announcements ) in relation to the proposed disposal of 22 tugs and 22 barges (collectively, the Vessels ) by PT Aneka Samudera ( PT Aneka ), a wholly-owned subsidiary of the Company, to PT. Karunia Samudera Lines ( Purchaser ). All capitalised terms in this Section (B) of this announcement shall, unless otherwise defined herein, have the same meanings ascribed to them in the Proposed Disposal Announcements. 7.2 Briefly, the conditional sale and purchase of vessels agreement in relation to the Vessels ( Agreement ) provides, amongst others, that: (a) (b) the disposal of the Vessels is to be for an aggregate purchase consideration of IDR170,580,000,000; 1 tug and 1 barge are to be transferred to the Purchaser within 14 Business Days of signing the Agreement ( Transfer ), subject to PT Aneka s right to claw back such transferred vessels if the Conditions Precedent are not fulfilled or waived by 5 January 2017 (or such other date as the Parties may agree in writing); (c) as security for the due fulfilment of the Agreement, the Purchaser shall within two (2) Business Days of the Agreement, pay a cash deposit of IDR20,580,000,000 ( Deposit ) to PT Aneka; (d) the remaining purchase consideration for the 21 tugs and 21 barges (collectively, the Remaining Vessels ) are to be paid in three (3) tranches; and

6 (e) the obligations of the Parties to complete the sale and purchase of the Remaining Vessels are conditional upon the Conditions Precedent being fulfilled or waived by 5 January 2017 (or such other date as the Parties may agree in writing). For more details, please refer to the Proposed Disposal Announcements. 7.3 The Board wishes to inform Shareholders that the Transfer has been completed and PT Aneka has received the Deposit. However, as all the Conditions Precedent have not been fulfilled or waived by 5 January 2017, the Proposed Disposal has not yet been completed. For the reasons set out in paragraph 3 of the 11 October 2016 Announcement, the Board considered it to be in the interest of the Company to pursue the completion of the Agreement and, accordingly, PT Aneka and the Purchaser have been engaged in high level discussions as to the Remaining Vessels. 7.4 The non-disposal of the Remaining Vessels did not have a material effect on the Group s financial performance for the financial year ( FY ) ended 31 December 2017 because (a) the Company did not record the expected gain of Proposed Disposal of Vessels of approximately S$7.3 million in FY2016 and FY2017 as the Proposed Disposal has not been completed; and (b) the net assets value of the Vessels is approximately 8.47% of the net assets value of the Group, and net loss attributable to the Vessels is 18.34% of the net loss of the Group as at 31 December Shareholders are advised to exercise caution in trading their shares. The Proposed Disposal is subject to certain conditions. There is no certainty or assurance as at the date of this announcement that the Proposed Disposal will be completed, or that no changes will be made to the terms thereof. The Company will make the necessary announcements when there are further developments on the Proposed Disposal and other matters contemplated by this announcement. Shareholders are advised to read this announcement and any further announcements by the Company carefully. Shareholders should consult their stockbrokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take. 8. FURTHER ANNOUNCEMENTS The Company will make further announcements, in compliance with the requirements of the Mainboard Rules, as and when there are material developments in respect of the matters contemplated by this announcement. BY ORDER OF THE BOARD Low Yi Ngo Chief Executive Officer and Managing Director 12 April 2018

MANHATTAN RESOURCES LIMITED (Incorporated in the Republic of Singapore) (Company Registration No K)

MANHATTAN RESOURCES LIMITED (Incorporated in the Republic of Singapore) (Company Registration No. 199006289K) THE PROPOSED SUBSCRIPTION OF APPROXIMATELY 6.58% EQUITY INTEREST IN PT KARIANGAU POWER BY GALLANT