PT BERLIAN LAJU TANKER Tbk

Transcription

1 CIRCULAR DATED 15 APRIL 2010 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your legal, financial, tax or other professional adviser immediately. This Circular has been prepared in accordance with the requirements of the listing rules of Singapore Exchange Securities Trading Limited (the SGX-ST ) in consideration of the rules of the Capital Market and Financial Institutions Supervisory Agency of Indonesia (the Bapepam & LK ) and the listing rules of the Indonesia Stock Exchange and other Indonesian laws and regulations as may be applicable. This Circular is despatched to all Shareholders holding their Shares through The Central Depository (Pte) Limited ( CDP ) in Singapore. The SGX-ST, Bapepam & LK and the Indonesia Stock Exchange assume no responsibility for the accuracy of any of the statements made, reports contained or opinions expressed in this Circular. If you have sold or transferred all your shares (the Shares ) in the capital of PT Berlian Laju Tanker Tbk (the Company ), you should immediately hand this Circular along with the voting instruction form attached to the stockbroker or agent through whom you effected the sale for transmission to the purchaser. PT BERLIAN LAJU TANKER Tbk (Domiciled in Jakarta Pusat, Indonesia) CIRCULAR TO SHAREHOLDERS in relation to THE PLACEMENT OF CONVERTIBLE BONDS TO A SUBSIDIARY OF A CONTROLLING SHAREHOLDER Last date and time for lodgment of Power of Attorney with the Registered Office of the Company Last date and time for lodgment of Voting Instruction Form with The Central Depository (Pte) Limited ( CDP ) (for Shareholders whose Shares are held through CDP) Date and time of Extraordinary General Meeting of Shareholders Place of Extraordinary General Meeting of Shareholders : 4 May 2010 at 4.00 p.m. West Indonesian Time : 29 April 2010 at 5.00 p.m. Singapore Time : 7 May 2010 at 9.00 a.m. West Indonesian Time end (or as soon thereafter following the conclusion of the Annual General Meeting of Shareholders at a.m. on the same day at the same place) : Imam Bonjol Room Mandarin Oriental Jakarta Pusat Jl. MH Thamrin Jakarta Pusat Indonesia

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3 TABLE OF CONTENTS Page DEFINITIONS LETTER TO SHAREHOLDERS OF PT BERLIAN LAJU TANKER Tbk 1. INTRODUCTION THE PLACEMENT FAIRNESS OPINION COMMISSIONERS AND DIRECTORS RECOMMENDATION INTERESTS OF COMMISSIONERS, DIRECTORS AND SUBSTANTIAL SHAREHOLDERS MATERIAL LITIGATION EXTRAORDINARY GENERAL MEETING ACTION TO BE TAKEN BY SHAREHOLDERS RESPONSIBILITY STATEMENT DOCUMENTS AVAILABLE FOR INSPECTION APPENDIX 1 SUMMARY OF THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS OFFERING APPENDIX 2 ADJUSTMENTS TO CONVERSION PRICE APPENDIX 3 SUMMARY OF THE FAIRNESS OPINION (UNOFFICIAL ENGLISH TRANSLATION) NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

4 DEFINITIONS Unless the context otherwise requires, the following words and expressions shall have the following meanings: Associate : An associate as defined under the Listing Manual Bapepam & LK : The Capital Market and Financial Institutions Supervisory Agency of Indonesia (formerly named the Indonesian Capital Market Supervisory Agency or Bapepam ) CDP : The Central Depository (Pte) Limited Commissioners : The Board of Commissioners of the Company Companies Act : The Companies Act, Chapter 50 of Singapore, as amended, modified or re-enacted from time to time Company : PT Berlian Laju Tanker Tbk, a company incorporated under the laws of Indonesia and domiciled in Jakarta Pusat, and which Shares are listed on the Indonesia Stock Exchange and Singapore Exchange Securities Trading Limited Convertible Bonds : US$16,000,000 12% Guaranteed Convertible Bonds due 2015 Convertible Bonds Offering : The placement of an aggregate amount of US$100,000,000 12% Guaranteed Convertible Bonds due 2015 Directors : The Board of Directors of the Company EGM : The extraordinary general meeting of the Company, notice of which is set out on pages 30 and 31 of this Circular FY : Financial year ended or ending 31 December Group : The Company and its subsidiaries Latest Practicable Date : 8 April 2010, being the latest practicable date prior to the printing of this Circular Listing Manual : The listing manual of the SGX-ST, as amended or modified from time to time MSL : Meadowstream Limited NAV : Net asset value Placement : The placement of the Convertible Bonds to MSL pursuant to the Purchase Agreement Purchase Agreement : The purchase agreement entered into between the Company and MSL on 15 March 2010 Proposed Ratification : The proposed ratification of the Placement at the EGM Rp : Rupiah 2

5 Securities Account : Securities account maintained by a Depositor with CDP, but does not include a securities sub-account maintained with a Depository Agent SGX-ST : Singapore Exchange Securities Trading Limited Shareholders : Holders of Shares who are listed in the Register of Shareholders of the Company Shares : Ordinary shares of par value Rp each in the capital of the Company Currencies and Others S$ or cents : The lawful currency of Singapore US$ or US cents : The lawful currency of the United States of America % : Percentage or per centum The expressions Depositor, Depository Agent and Depository Register shall have the meanings ascribed 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 gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference in this Circular to any statute or enactment is a reference to any statute or enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or the Listing Manual or any statutory modification thereof and not otherwise defined in this Circular shall, where applicable, have the meaning assigned to it under the Companies Act or the Listing Manual or such statutory modification thereof, as the case may be. Any reference to a time of day and date in this Circular shall be a reference to Singapore time and date, unless otherwise stated. 3

6 PT BERLIAN LAJU TANKER Tbk (Domiciled in Jakarta Pusat, Indonesia) Board of Commissioners Hadi Surya (President Commissioner) Harijadi Soedarjo (Commissioner) Jaka Prasetya (Independent Commissioner) Alan Jonathan Tangkas Darmawan (Independent Commissioner) Registered Office: Wisma BSG, 10th Floor Jalan Abdul Muis No. 40 Jakarta Pusat Indonesia Board of Directors Widihardja Tanudjaja (President Director) Michael Murni Gunawan (Director) Henrianto Kuswendi (Director) Wong Kevin (Director) Siana Anggraeni Surya (Director) 15 April 2010 To: The Shareholders of PT Berlian Laju Tanker Tbk Dear Sir/Madam THE PLACEMENT OF CONVERTIBLE BONDS TO A SUBSIDIARY OF A CONTROLLING SHAREHOLDER 1. INTRODUCTION On 3 February 2010 and 12 February 2010, the Company announced the issuance and placement of US$100,000,000 12% Guaranteed Convertible Bonds due 2015 by BLT International Corporation, a wholly owned subsidiary of the Company pursuant to the Convertible Bonds Offering. Pursuant to the terms of the Convertible Bonds Offering, J.P. Morgan Securities Ltd and RS Platou Markets AS (the Placement Agents ) have on 12 March 2010 exercised the option to upsize the Convertible Bonds Offering by an aggregate amount of US$25,000,000 (the Upsize Option ). On 15 March 2010, the Company announced that an aggregate amount of US$16,000,000 12% Guaranteed Convertible Bonds due 2015 (the Convertible Bonds ) under the Upsize Option had been placed to Meadowstream Limited ( MSL ) (the Placement ). MSL is an investment holding company incorporated in the British Virgin Islands and is wholly owned by PT Tunggaladhi Baskara ( PT TAB ). As of the Latest Practicable Date, MSL and PT TAB each owns 3.08% and 54.56% of the issued share capital of the Company respectively. As such, PT TAB is a controlling Shareholder of the Company with a total deemed interest of 57.64% in the issued share capital of the Company. Accordingly, the Placement constitutes a placement of convertible securities to a subsidiary of a controlling Shareholder of the Company. In view of the above, the Company is proposing to convene the EGM to seek the approval of Shareholders for the ratification of the Placement as required pursuant to Rule 812(2) of the Listing Manual. The purpose of this Circular is to provide Shareholders with the relevant information pertaining to the Placement and to seek Shareholders approval for the ordinary resolution relating to the same at the EGM. 4

7 The Company has received the Fairness Opinion (as defined below) and accordingly it is not required to seek the approval of Shareholders in respect of the Placement under Indonesian capital market laws and regulations. 2. THE PLACEMENT 2.1 Overview of the Placement As announced on 3 February 2010, BLT International Corporation, a wholly owned subsidiary of the Company, (the Issuer ) issued an aggregate amount of US$100,000,000 of convertible bonds which were guaranteed by the Company pursuant to the Convertible Bonds Offering. Pursuant to the terms of the Convertible Bonds Offering, the Placement Agents have on 12 March 2010 exercised the Upsize Option. On 15 March 2010, the Company announced that an aggregate amount of US$16,000,000 of the Convertible Bonds had been placed to MSL through the Issuer under the Upsize Option. The Convertible Bonds placed to MSL as part of the Upsize Option were issued on the same terms as the convertible bonds issued to other unrelated investors pursuant to the Convertible Bonds Offering. The Placement raised gross proceeds amounting to US$16,000,000 and overall, the Convertible Bonds Offering and the Upsize Option, raised gross proceeds amounting to US$125,000,000. (Further details of the terms of the Convertible Bonds Offering are as set out in Appendix 1 of this Circular.) 2.2 Undertakings In connection with the Placement, MSL has undertaken that it will not exercise any rights to convert any Convertible Bonds issued to them into Shares and that it will accept cash settlement in the event of any exercise of its conversion rights under such Convertible Bonds (the MSL Undertaking ). Separately, the Company and the Issuer have jointly undertaken that in the event that MSL exercises any rights of conversion in respect of any Convertible Bonds issued to it, the Company and the Issuer will exercise their rights to mandatorily cash settle such Convertible Bonds (noting that a mandatory cash settlement option at the discretion of the Company and the Issuer is currently provided for under the terms of the Convertible Bonds Offering and the Convertible Bonds). In view of the foregoing, no new Shares will be issued to MSL in connection with the Convertible Bonds placed to MSL under the Placement. Accordingly, in respect of the Placement, there will be no dilution to Shareholders arising from any exercise of conversion rights of the Convertible Bonds placed to MSL under the Placement. 2.3 Details of MSL MSL is an investment holding company incorporated in the British Virgin Islands and is wholly owned by PT TAB, which is a controlling Shareholder of the Company as at the Latest Practicable Date. Hadi Surya, the President Commissioner of the Company, is the beneficial owner of MSL by virtue of his interests in PT TAB. 2.4 Confirmation on Rule 812 of the Listing Manual Rule 812 of the Listing Manual provides, inter alia, that an issue of convertible bonds shall not be placed to a subsidiary of a controlling Shareholder. In this regard, the Company had sought 5

8 and obtained the SGX-ST s confirmation that it had no objections for the Issuer to proceed with the issue of the Convertible Bonds to MSL pursuant to the Placement subject to the following conditions: (i) (ii) independent Shareholders approval for the ratification of the Placement is sought at a general meeting of Shareholders to be convened; and in the event that approval from the Shareholders in respect of the Placement is not obtained at EGM, the Company and the Issuer will need to unwind the issue of the Convertible Bonds placed to MSL. Any unwinding of the issue of Convertible Bonds to MSL must be conducted such that the Company and the Issuer would be placed in a position no less favourable than if the Company and the Issuer had not conducted the Placement. The above confirmation by the SGX-ST for the Placement is not to be taken as an indication of the merits of the Company, its subsidiaries, the Convertible Bonds or the Placement. In compliance with the conditions set out in the confirmation by the SGX-ST, the Company is proposing to seek the approval of the Shareholders at the EGM to ratify the issue of Convertible Bonds by the Issuer to MSL (the Proposed Ratification ). It is further noted that PT TAB and MSL shall each abstain from voting on the resolution(s) relating to the Proposed Ratification. The Company wishes to highlight that in the event that approval from the Shareholders in respect of the Proposed Ratification is not obtained at EGM, the Company and the Issuer will unwind the issue of the Convertible Bonds to MSL as soon as practicable after the EGM. Any unwinding of the issue of the Convertible Bonds to MSL would be conducted such that the Company and the Issuer would be placed in a position no less favourable than if the Company and the Issuer had not conducted the Placement. 2.5 Terms and Conditions of the Convertible Bonds Offering A summary of the terms and conditions of the Convertible Bonds Offering is set out in Appendix 1 of this Circular. The terms of the Convertible Bonds, including the subscription price, subscribed by MSL were the same as what other unrelated investors paid pursuant to the Convertible Bonds Offering and the Upsize Option. 2.6 Conversion Price As set out in the SGXNET announcement released by the Company on 3 February 2010, the initial Conversion Price (as described in Appendix 1 of this Circular) of the Convertible Bonds is Rp 737 (with a fixed Rp/US$ exchange rate of Rp 9,362/US$ 1.00) and the conversion premium is 10% above the reference share price (being the closing price on 2 February 2010 on the Indonesia Stock Exchange) at Rp 670. If the arithmetic average of the volume weighted average price of the Company s shares for the period of 20 consecutive trading days preceding the date 6 months after the date for the Closing (as described in Appendix 1 of this Circular) ( Reset Reference Price ) is less than the Conversion Price then in effect, the Conversion Price will be adjusted downwards to the Reset Reference Price, but in no event below 80% of the Conversion Price then in effect. Based on the initial Conversion Price of Rp 737 and assuming no adjustments to the initial Conversion Price, the total number of conversion shares to be allotted and issued by the Company, pursuant to full conversion of the Convertible Bonds in the aggregate amount of US$109,000,000 (which excludes the Convertible Bonds issued to MSL pursuant to the 6

9 Placement in view of the MSL Undertaking), is 1,384,610, Shares (calculated based on the fixed initial Conversion Price of Rp 737 with a fixed Rp/US$ exchange rate of Rp 9,362/US$ 1.00). 2.7 Liquidation The Convertible Bonds constitute direct, unsubordinated, unconditional and (subject to the provisions of the negative pledge set out in the terms and conditions of the Convertible Bonds) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of Issuer shall, save for such exceptions as may be provided by mandatory provisions of applicable law and subject to the negative pledge provisions set out in the terms and conditions of the Convertible Bonds, at all times rank at least equally with all of their respective other present and future direct, unsubordinated, unconditional and unsecured obligations. 2.8 Adjustments to Conversion Price The Conversion Price will be subject to adjustment following the occurrence of certain events. A list of the adjustment events is set forth below and the details of the adjustment formulae are set out in Appendix 2 of this Circular. For the purposes of this section 2.8, Shares means ordinary shares with a par value of Rp each of the Company (which include ordinary shares of the Company listed on the Indonesia Stock Exchange and the SGX-ST) or shares of any class or classes resulting from any subdivision, consolidation or re-classification of those shares, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Company. (a) Consolidation, Subdivision or Reclassification: If and whenever there shall be an alteration to the nominal value of the Shares as a result of consolidation, subdivision or reclassification. (b) Capitalisation of Profits or Reserves: (i) (ii) If and whenever the Company shall issue any Shares credited as fully paid to the holders of Shares by way of capitalisation of profits or reserves (including any share premium account) including Shares paid up out of distributable profits or reserves and/or share premium account issued (except any Scrip Dividend (as defined in Appendix 2 of this Circular)) and which would not have constituted a Capital Distribution (as defined in Appendix 2 of this Circular); In the case of an issue of Shares by way of a Scrip Dividend where the Current Market Price (as defined in Appendix 2 of this Circular) of such Shares exceeds the amount of the Relevant Cash Dividend (as defined in Appendix 2 of this Circular) or the relevant part thereof and which would not have constituted a Capital Distribution. (c) Capital Distributions: If and whenever the Company shall pay or make any Capital Distribution to the holders of Shares. 7

10 (d) Rights Issues of Shares or Options over Shares: If and whenever the Company shall issue Shares to all or substantially all holders of Shares as a class by way of rights, or issue or grant to all or substantially all holders of Shares as a class by way of rights, options, warrants or other rights to subscribe for or purchase any Shares, in each case at less than the Current Market Price per Share on the last Trading Day (as defined in Appendix 2 of this Circular) preceding the date of the announcement of the terms of the issue or grant. (e) Rights Issues of Other Securities: If and whenever the Company shall issue any securities (other than Shares or options, warrants or other rights to subscribe for or purchase any Shares) to all or substantially all holders of Shares as a class by way of rights or grant to all or substantially all holders of Shares as a class by way of rights, options, warrants or other rights to subscribe for or purchase any securities (other than Shares or options, warrants or other rights to subscribe for or purchase Shares). (f) Issues at less than Current Market Price: If and whenever the Company shall issue (otherwise than as mentioned in section 2.8(d) above) wholly for cash any Shares (other than Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for Shares) or issue or grant (otherwise than as mentioned in section 2.8(d) above) options, warrants or other rights to subscribe for or purchase any Shares, in each case at a price per Share which is less than 95% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue. (g) Other Issues at less than Current Market Price: Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within this section 2.8(g), if and whenever the Company or any of its subsidiaries (otherwise than as mentioned in section 2.8(d), section 2.8(e) or section 2.8(f)), or (at the direction or request of or pursuant to any arrangements with the Company or any of its subsidiaries), any other company, person or entity shall issue any securities (other than the Convertible Bonds excluding for this purpose any further bonds which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares) at a consideration per Share which is less than 95% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities. (h) Modification of Rights of Conversion etc.: If and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching to any such securities as are mentioned in section 2.8(g) (other than in accordance with the terms of such securities) so that the consideration per Share (for the number of Shares available on conversion, exchange or subscription following the modification) is less than the Current Market Price on the last Trading Day preceding the date of announcement of the proposals for such modification. 8

11 (i) Other Offers to Holders of Shares: The issue, sale or distribution by or on behalf of the Company or any of its subsidiaries or (at the direction or request of or pursuant to any arrangements with the Company or any of its subsidiaries) any other company, person or entity of any securities in connection with an offer by or on behalf of the Company or any of its subsidiaries or such other company, person or entity pursuant to which offer the holders of Shares generally (meaning for these purposes the holders of at least 60% of the Shares outstanding at the time such offer is made) are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Conversion Price falls to be adjusted under section 2.8(d), section 2.8(e), section 2.8(f) or section 2.8(g)). (j) Other Events: If the Company determines that an adjustment should be made to the Conversion Price as a result of one or more events or circumstances not referred to in this section 2.8, the Company shall at its own expense request an Independent Financial Institution (as defined in Appendix 2 of this Circular) (acting as an expert), to determine as soon as practicable what adjustment (if any) to the Conversion Price is fair and reasonable to take account thereof, if the adjustment would result in a reduction in the Conversion Price, and the date on which such adjustment should take effect and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination provided that where the circumstances giving rise to any adjustment pursuant to this section 2.8 have already resulted or will result in an adjustment to the Conversion Price or where the circumstances giving rise to any adjustment arise by virtue of circumstances which have already given rise or will give rise to an adjustment to the Conversion Price, such modification (if any) shall be made to the operation of the provisions of this section 2.8 as may be advised by an Independent Financial Institution (acting as an expert), to be in their opinion appropriate to give the intended result. (k) Conversion Price Reset: If the arithmetic average of the daily volume weighted average price of the Shares (the Reset Reference Price ) for each day during the period of 20 consecutive Trading Days immediately prior to the date 6 months following the Issue Date, being 10 August 2010 (the Reset Date ), is less than the Conversion Price in effect on the Reset Date (taking into account any adjustments pursuant to the terms and conditions for Adjustments to Conversion Price which may have occurred prior to the Reset Date), the Conversion Price shall be adjusted downwards on the Reset Date so that the Reset Reference Price will become the adjusted Conversion Price with effect from the Reset Date. 2.9 Use of Proceeds The net proceeds of the Placement after deducting estimated expenses pertaining to the Placement was approximately US$15.7 million. In line with the SGXNET announcements released by the Company on 3 February 2010 and 15 March 2010, the Company intends to use the net proceeds from the Placement, together with other proceeds from the Convertible Bonds Offering, including the Upsize Option, (the Overall Convertible Bonds Proceeds ) for, among others, investments in the expanding cabotage trade in Indonesia. The net proceeds may also be used to repay or redeem existing debt, including outstanding convertible bonds guaranteed by the Company as well as general working capital purposes. 9

12 2.10 Financial Effects (a) Share Capital As at 31 December 2008 As at 30 September 2009 Number of Shares 4,176,930,176 (1) 5,569,240,235 (1) After the issue of the Convertible Bonds but before any Conversion 4,176,930,176 (2) 5,569,240,235 Assuming full conversion of the Convertible Bonds (3) 5,561,540,759 6,953,850,818 Notes: (1) Excluding any treasury stock of the Company (2) It is noted that this figure does not take into account any new Shares issued by the Company pursuant to a rights issue conducted by the Company in August 2009 (3) Assuming full conversion of Convertible Bonds in the aggregate amount of US$109,000,000, excluding the Convertible Bonds placed to MSL in view of the MSL Undertaking (b) Net Tangible Assets ( NTA ) As at 31 December 2008 As at 30 September 2009 NTA (US$ 000) 593,585 (1) 652,086 Estimated issue expenses (US$ 000) 4,700 4,700 Adjusted NTA after the issue of the Convertible Bonds but before any conversion (US$ 000) 588, ,386 NTA per Ordinary Share (US cents) After the issue of the Convertible Bonds but before any conversion Assuming full conversion of the Convertible Bonds, the effects on the NTA and NTA per Ordinary Share would be as follows: As at 31 December 2008 As at 30 September 2009 Adjusted NTA (US$ 000) (2) 697, ,386 Adjusted NTA per Ordinary Share (US cents) (2) (1) Notes: (1) It is noted that this figure does not take into account any new Shares issued by the Company pursuant to a rights issue conducted by the Company in August 2009 (2) Assuming full conversion of Convertible Bonds in the aggregate amount of US$109,000,000, excluding the Convertible Bonds placed to MSL in view of the MSL Undertaking 10

13 (c) Earnings per Share ( EPS ) As at 31 December 2008 As at 30 September 2009 Earnings attributable to Shareholders (US$ 000) 24,892 (9,684) Basic EPS before the Convertible Bonds (US cents) (1) (0.0020) Adjusted earnings attributable to Shareholders (US$ 000) 20,192 (14,384) Adjusted Basic EPS after the Convertible Bonds (US cents) (1) (0.0021) Notes: (1) It is noted that this figure does not take into account any new Shares issued by the Company pursuant to a rights issue conducted by the Company in August 2009 (d) Gearing As at 31 December 2008 As at 30 September 2009 Net borrowings (US$ 000) 1,290,195 1,304,310 Estimated issue expenses 4,700 4,700 Adjusted net borrowings after the issue of the Convertible Bonds but before any conversion (US$ 000) 1,399,195 1,413,310 Total Equity, as reported (before Fair Value Adjustment) (US$ 000) 669, ,825 Capital reserve arising from the issue of the Convertible Bonds (US$ 000) 109, ,000 Estimated issue expenses 4,700 4,700 Adjusted Total Equity (before Fair Value Adjustment) after the issue of the Convertible Bonds (US$ 000) 664, ,125 Net gearing (number of times) Before the issue of the Convertible Bonds After the issue of the Convertible Bonds No Prospectus or Offer Information Statement No prospectus or offer information statement was lodged with the Monetary Authority of Singapore in connection with the Placement. 11

14 3. FAIRNESS OPINION The Placement, being a transaction entered into between the Company and a wholly owned subsidiary of its major shareholder, constitutes an affiliated transaction under Indonesian laws and regulations. As such, in connection with the relevant Indonesian laws and regulations, on 24 February 2010, the Company has obtained a fairness opinion on the Placement from Martokoesoemo, Prasetyo & Rekan, an Indonesian appraiser appointed by the Company (the Fairness Opinion ). Under Indonesian laws and regulations, the Company is required to disclose to the public, the Indonesia Stock Exchange and Bapepam-LK within two working days as of completion of the Placement, information relating to the Placement, including a summary of the report containing the Fairness Opinion. The disclosure has been released on the SGX-ST (in its corresponding unofficial English translation) on 31 March A summary of the Fairness Opinion is also set out in Appendix 3 of this Circular. 4. COMMISSIONERS AND DIRECTORS RECOMMENDATION Having considered the rationale and benefit of the Placement and the Proposed Ratification, the Commissioners and Directors are of the opinion that the Proposed Ratification is in the best interests of the Company and Shareholders. Save for Hadi Surya who has abstained from making any recommendation in respect of the Placement, the Commissioners and Directors recommend that the Shareholders vote in favour of the ordinary resolution to be proposed at the EGM. 5. INTERESTS OF COMMISSIONERS, DIRECTORS AND SUBSTANTIAL SHAREHOLDERS As at the Latest Practicable Date, the interests of the Commissioners, Directors and substantial Shareholders in the share capital of the Company are as follows: Name Direct Interest Deemed Interest Number of Number of Commissioners Shares % (4) Shares % (4) Hadi Surya (1) 3,447,633, Directors Widihardja Tanudjaja (2) 2,620, ,410, Siana Anggraeni Surya (3) 62, Substantial Shareholders PT Tunggaladhi Baskara 3,263,633, ,000,000 (5) 3.08 Meadowstream Limited 184,000, Notes: (1) Beneficial owner through (i) PT Tunggaladhi Baskara and (ii) Meadowstream Limited, a wholly-owned subsidiary of PT Tunggaladhi Baskara. (2) 8,410,500 Shares are held by Mr. Widihardja Tanudjaja s wife. (3) Mr. Hadi Surya is the father of Ms. Siana Anggraeni Surya. Ms. Siana Anggraeni Surya s shareholdings are not aggregated with Mr. Hadi Surya s shareholdings in this table. (4) Calculated as a percentage of the total number of issued Shares as at the Latest Practicable Date, being 5,981,591,235 Shares (including treasury stock). (5) PT Tunggaladhi Baskara is deemed interested in the Shares held by Meadowstream Limited, a wholly owned subsidiary of PT Tunggaladhi Baskara. PT Tunggaladhi Baskara and MSL will each abstain from voting any Shares held at the EGM in respect of the ordinary resolution to be proposed at the EGM. 12

15 6. MATERIAL LITIGATION The Directors are not aware of any litigation, claims or proceedings pending or threatened against the Company or any of its subsidiaries or any facts likely to give rise to any litigation, claims or proceedings which may have a material adverse effect on the financial position of the Company and its subsidiaries taken as a whole. 7. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on pages 30 and 31 of this Circular, will be held at Jakarta, Indonesia, on 7 May 2010 at Imam Bonjol Room, Mandarin Oriental Jakarta Pusat, Jl. MH Thamrin Jakarta Pusat 10310, for the purpose of considering and, if thought fit, passing, with or without any modification, the ordinary resolution set out in the Notice of EGM. The proposal to approve the Proposed Ratification will be tabled as an ordinary resolution at the EGM. 8. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders holding their Shares through CDP would be entitled to attend the EGM but would not be entitled to vote directly at the EGM. If such Shareholders wish to exercise their voting rights in respect of their Shares, they would be required to complete and sign a voting instruction form (the Voting Instruction Form, which will be sent to each of such Shareholders) and return the same to CDP by the deadline specified in the Voting Instruction Form. CDP will collate all voting instructions received, and will appoint a custodian bank in Indonesia (having an account with PT Kustodian Sentral Efek Indonesia) holding the Shares on its behalf as its proxy to attend and vote at the EGM in accordance with such voting instructions. Any Shareholders unable to attend the EGM may authorise another party to represent them by issuing a Power of Attorney. The Power of Attorney should be submitted and received by the Company at the latest on 4 May 2010 by 4.00 p.m. West Indonesian Time. Hadi Surya and his Associates will abstain from voting any Shares held by each of them in respect of the ordinary resolution at the EGM and will procure that any Shareholder holding any Shares on each of their behalf will likewise abstain from voting his Shares in respect of the ordinary resolution at the EGM. Hadi Surya and his Associates will also decline to accept any appointment as proxy for any Shareholder to vote in respect of the ordinary resolution at the EGM unless the Shareholder concerned shall have given instructions in his proxy form as to the manner in which his votes are to be cast in respect of the ordinary resolution at the EGM. 9. RESPONSIBILITY STATEMENT The Commissioners and Directors confirm that this Circular constitutes full and true disclosure of all material facts about the Placement and the Proposed Ratification, and they collectively and individually accept responsibility for the accuracy of the information given in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed in this Circular are fair and accurate in all material respects and that there are no material facts the omission of which would make any statement in this Circular misleading. 13

16 10. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents may be inspected at the registered office of the Company during usual business hours from the date of this Circular to the time and date of the EGM: (a) (b) the Articles of Association of the Company; and the annual reports of the Company for FY2007 and FY2008, as well as the annual report of the Company for FY2009 (once available). Yours faithfully PT BERLIAN LAJU TANKER Tbk The Board of Directors 14

17 APPENDIX 1 SUMMARY OF THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS OFFERING This appendix contains a summary of the terms and conditions of the Convertible Bonds Offering, and does not purport to be complete and may not contain all the information that is important to you. Terms defined in the Purchase Agreement and the terms and conditions of the Convertible Bonds Offering shall, unless otherwise defined in this appendix, have the same meanings in this appendix. Principal terms and conditions of the Convertible Bonds Offering are summarized as follows: Issuer : BLT International Corporation, a wholly owned subsidiary of PT Berlian Laju Tanker Tbk Issue Size : US$100,000,000 in principal amount of convertible bonds (excluding the Upsize Option) Upsize Option : US$25,000,000 in principal amount of convertible bonds under an upsize option granted by the Company to the Placement Agents Issue Price : 100% of Principal Amount Guarantor : PT Berlian Laju Tanker Tbk Settlement and Payment : To the extent that the Guarantor does not have sufficient treasury shares and is unable to issue Shares which are freely transferable in Indonesia, the Issuer is obliged to settle in cash at the Mandatory Cash Settlement Amount the number of Shares which are otherwise deliverable upon conversion. Mandatory Cash Settlement Amount means the product of (i) the number of Shares otherwise deliverable upon exercise of the Conversion Right in respect of the convertible bond(s) to which the Conversion Notice applies, and in respect of which the Issuer is mandatorily required to settle in cash, and (ii) the arithmetic average of the volume weighted average price derived from Bloomberg of one Share for each day during the 15 Trading Days immediately after the Mandatory Cash Settlement Notice Date (as defined in the Purchase Agreement), converted into U.S. dollars by applying the prevailing Exchange Rate (as defined in the Purchase Agreement). Under Indonesian laws and regulations, the issuance of any new Shares would require the Guarantor to obtain prior approval from shareholders of the Guarantor. As such, the Guarantor will seek specific approval from shareholders of the Guarantor in future if there are insufficient treasury shares to meet the conversion needs and the Guarantor decides to issue new Shares, and not exercise the Guarantor s option for mandatory cash settlement, to bondholders who exercise their conversion rights pursuant to the terms of the Convertible Bonds Offering. Interest : 12% per annum, payable semi-annually 15

18 Initial Conversion Price : The initial Conversion Price of the convertible bonds is IDR 737 (with a fixed IDR/USD exchange rate of IDR 9,362/USD 1.00) Conversion Premium: : 10.0% above share reference price Conversion Period : Anytime on and after 41 days of after Closing date until 10 days prior to Maturity Date, subject to customary closed periods. Closing refers to 10 February 2010 Status of the Convertible Bonds Status of the Conversion Shares Mandatory Conversion of the Convertible Bonds : Direct, unsubordinated, unsecured, and unconditional : Ordinary shares of par value Rp each in the capital of the Company (ranks pari passu with the issued shares) : There is no mandatory conversion right to convert some or all of the convertible bonds anytime from the date of issue to the date of maturity of the convertible bonds. Final Redemption: : Unless previously redeemed, converted or purchased and cancelled as provided herein, the Issuer will redeem each Bond at its principal amount together with accrued but unpaid interest thereon on 10 February 2015 (the Maturity Date ) Redemption at the Option of the Company : On or at any time after 10 February 2013 but not less than 20 days prior to the Maturity Date, the Company may, having given not less than 30 nor more than 60 days notice to the bondholders, the trustee and the principal agent appointed in respect of the convertible bonds, redeem the convertible bonds in whole but not in part at their principal amount, together with accrued but unpaid interest as at the date of redemption, provided that no such redemption may be made unless the closing price of the Shares on the Indonesian Stock Exchange for each of 20 consecutive Trading Days in any 30 consecutive Trading Day period immediately prior to the date upon which notice of such redemption is published is at least 130 per cent., of the Conversion Price then in effect. Upon the expiry of any such notice, the Company will be bound to redeem the convertible bonds at their principal amount at the date fixed for such redemption, together with accrued but unpaid interest to such date. If at any time the aggregate principal amount of the convertible bonds outstanding is 10%, or less of the aggregate principal amount originally issued, the Company shall have the option to redeem such outstanding convertible bonds in whole but not in part at their principal amount, together with accrued but unpaid interest as at the date of redemption. The Company will give at least 30 days but not more than 60 days prior notice to the holders for such redemption. Maturity Date: : On or about 10 February 2015 (five years) 16

19 Company s Stock Settlement Option : Stock settlement option is available at conversion period, provided that the treasury shares are adequate for conversion. The Company holds a cash settlement option if the shares for conversion is not available. Listing : The convertible bonds will not be listed on the Singapore Exchange Securities Trading Limited. Converted shares will be listed on the Indonesia Stock Exchange and the Main Board of the Singapore Exchange Securities Trading Limited. Rights of holders on liquidation of the Issuer : The convertible bonds constitute direct, unsubordinated, unconditional and (subject to the provisions of the negative pledge set out in the terms and conditions of the Convertible Bonds Offering) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of Issuer shall, save for such exceptions as may be provided by mandatory provisions of applicable law and subject to the negative pledge provisions, at all times rank at least equally with all of their respective other present and future direct, unsubordinated, unconditional and unsecured obligations. Governing Law : English Law 17

20 APPENDIX 2 ADJUSTMENTS TO CONVERSION PRICE The following is in the text of the terms and conditions of the Convertible Bonds Offering: The Conversion Price will be subject to adjustment in the following events: (1) Consolidation, Subdivision or Reclassification If and whenever there shall be an alteration to the nominal value of the Shares as a result of consolidation, subdivision or reclassification of Shares, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such alteration by the following fraction: where: A B is the nominal amount of one Share immediately after such alteration; and is the nominal amount of one Share immediately before such alteration. Such adjustment shall become effective on the date the alteration takes effect. A B (2) Capitalisation of Profits or Reserves (i) If and whenever the Guarantor shall issue any Shares credited as fully paid to the holders of the Shares (the Shareholders ) by way of capitalisation of profits or reserves (including any share premium account) including Shares paid up out of distributable profits or reserves and/or share premium account issued, save where Shares are issued in lieu of the whole or any part of a specifically declared cash dividend (the Relevant Cash Dividend ), being a dividend which the Shareholders concerned would or could otherwise have received (a Scrip Dividend ) and which would not have constituted a Capital Distribution (as defined herein), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction: where: A B A B is the aggregate nominal amount of the issued Shares immediately before such issue; and is the aggregate nominal amount of the issued Shares immediately after such issue. Such adjustment shall become effective on the date of issue of such Shares or if a record date is fixed therefor, immediately after such record date. (ii) In the case of an issue of Shares by way of a Scrip Dividend where the Current Market Price of such Shares exceeds the amount of the Relevant Cash Dividend or the relevant part thereof and which would not have constituted a Capital Distribution, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the issue of such Shares by the following fraction: A + B A + C 18

21 where: A B C is the aggregate nominal amount of the issued Shares immediately before such issue; is the aggregate nominal amount of Shares issued by way of such Scrip Dividend multiplied by a fraction of which (i) the numerator is the amount of the whole, or the relevant part, of the Relevant Cash Dividend and (ii) the denominator is the Current Market Price of the Shares issued by way of Scrip Dividend in respect of each existing Share in lieu of the whole, or the relevant part, of the relevant cash Dividend; and is the aggregate nominal amount of Shares issued by way of such Scrip Dividend; OR by making such other adjustment as two leading independent investment banks of international repute (acting as experts), selected by the Guarantor and advised in writing to the Trustee, shall certify to the Trustee is fair and reasonable. Such adjustment shall become effective on the date of issue of such Shares or if a record date is fixed therefor, immediately after such record date. (3) Capital Distribution If and whenever the Guarantor shall pay or make any Capital Distribution (as defined below) to the Shareholders (except where the Conversion Price falls to be adjusted under Condition 2 above), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such Capital Distribution by the following fraction: where: A B A B A is the Current Market Price of one Share on the last Trading Day preceding the date on which the Capital Distribution is publicly announced; and is the Fair Market Value on the date of such announcement, as determined in good faith by an Independent Financial Institution (acting as expert), of the portion of the Capital Distribution attributable to one Share. Such adjustment shall become effective on the record date for the determination of shareholders entitled to receive such Capital Distribution (subject to the relevant Capital Distribution being made by the Guarantor). (4) Rights Issues of Shares or Options over Shares If and whenever the Guarantor shall issue Shares to all or substantially all Shareholders as a class by way of rights, or issue or grant to all or substantially all Shareholders as a class, by way of rights, of options, warrants or other rights to subscribe for or purchase any Shares, in each case at less than the Current Market Price (as defined below) per Share on the last Trading Day preceding the date of the announcement of the terms of such issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction: where: A A + B A + C is the number of Shares in issue immediately before such announcement; 19

22 B C is the number of Shares which the aggregate amount (if any) payable for the Shares issued by way of rights or for the options or warrants or other rights issued by way of rights and for the total number of Shares comprised therein would purchase at such Current Market Price per Share; and is the aggregate number of Shares issued or, as the case may be, comprised in the issue or grant of such options, warrants or other rights. Such adjustment shall become effective on the date of issue of such Shares or issue or grant of such options, warrants or other rights (as the case may be). (5) Rights Issues of Other Securities If and whenever the Guarantor shall issue any securities (other than Shares or options, warrants or other rights to subscribe for or purchase Shares) to all or substantially all Shareholders as a class, by way of rights, or the grant to all or substantially all Shareholders as a class by way of rights, of any options, warrants or other rights to subscribe for or purchase, any securities (other than Shares or options, warrants or other rights to subscribe or purchase Shares), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction: where: A B A B A is the Current Market Price of one Share on the last Trading Day preceding the date on which such issue or grant is publicly announced; and is the Fair Market Value on the date of such announcement, as determined in good faith by an Independent Financial Institution (acting as an expert), of the portion of the rights attributable to one Share. Such adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may be). (6) Issues at less than Current Market Price If and whenever the Guarantor shall issue (otherwise than as mentioned in Condition 4 above) wholly for cash any Shares (other than Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or the issue or grant of (otherwise as mentioned in Condition 4 above) options, warrants or other rights to subscribe or purchase Shares in each case at a price per Share which is less than 95 per cent. of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction: where: A B C A + B C is the number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for or purchase any Shares; is the number of Shares which the aggregate consideration receivable for the issue of such additional Shares would purchase at such Current Market Price per Share; and is the number of Shares in issue immediately after the issue of such additional Shares. 20

23 References to additional Shares in the above formula shall, in the case of an issue by the Guarantor of options, warrants or other rights to subscribe or purchase Shares, mean such Shares to be issued, or otherwise made available, assuming that such options, warrants or other rights are exercised in full at the initial exercise price (if applicable) on the date of issue of such options, warrants or other rights. Such adjustment shall become effective on the date of issue of such additional Shares or, as the case may be, the grant of such options, warrants or other rights. (7) Other Issues at less than Current Market Price Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Condition 7, the issue wholly for cash by the Guarantor or any Subsidiary (otherwise than as mentioned in Conditions 4, 5 or 6 above) or (at the direction or request of or pursuant to any arrangements with the Guarantor or any Subsidiary) any other company, person or entity of any securities (other than the Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Guarantor upon conversion, exchange or subscription at a consideration per Share which is less than 95 per cent. of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction: where: A B C A + B A + C is the number of Shares in issue immediately before such issue; is the number of Shares which the aggregate consideration receivable by the Guarantor for the Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market Price per Share; and is the maximum number of Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate. Such adjustment shall become effective on the date of issue of such securities. (8) Modification of Rights of Conversion etc. Any modification of the rights of conversion, exchange or subscription attaching to any such securities as are mentioned in Condition 7 above (other than in accordance with the terms applicable to such securities) so that the consideration per Share (for the number of Shares available on conversion, exchange or subscription following the modification) is less than the Current Market Price on the last Trading Day preceding the date of announcement of the proposals for such modification. In such an event, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such modification by the following fraction: where: A A + B A + C is the number of Shares in issue immediately before such modification; 21