新一代卫星通讯有限公司 Next-Generation Satellite Communications Limited (Company Registration No R) (Incorporated in the Republic of Singapore)

Transcription

1 新一代卫星通讯有限公司 Next-Generation Satellite Communications Limited (Company Registration No R) (Incorporated in the Republic of Singapore) PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF CHINA UNIFIEDNET HOLDINGS LIMITED 1 Introduction The Board of Directors of Next-Generation Satellite Communications Limited (the "Company") wishes to announce that the Company has today entered into a conditional share purchase agreement (the Agreement ) with Kingo Grace Limited (the Vendor ) pursuant to which the Company agrees, subject to the satisfaction of certain conditions, to acquire from the Vendor, the entire issued share capital of China Unifiednet Holdings Limited ( CUH ) (the ). 2. Information on CUH CUH is a company incorporated in the British Virgin Islands. CUH is the JV partner of Hughes China Holdings Company Limited ( HCH ) which is a wholly owned subsidiary of Hughes Network Systems LLC ( HNS ) which is the world's leading provider of broadband satellite services, products, and network solutions. HNS has manufactured and shipped more than 2.5 million satellite terminals to customers in over 100 countries, and has consistently maintained a global market share of over 50 percent. HNS is a wholly owned subsidiary of Hughes Communications, Inc. (NASDAQ:HUGH). For more information pertaining to HNS and its businesses, please refer to CUH s subsidiaries include Hughes UnifiedNet Holding (China) Company Limited (a company incorporated in Hong Kong) ( HNC ) and HughesNet China Company Limited (a company incorporated in China) ( WOFE ) which is a wholly owned subsidiary of HNC. CUH is entitled to 55% of the economic rights of HNC and HCH is entitled to the remaining 45%. HNC manages and controls the business operations of Beijing China Satcom Unified Network Systems Technology Co., Ltd. ( 北京中卫汇通网络系统技术有限公司 ) ( BZH ), which owns VAS and Satellite Operating licences in China. 3. Rationale for the The Company is a communication infrastructure provider with special emphasis on Satellites, Data centres and Network Operating Centres ( NOCs ). Its focus is in developing countries like Indonesia and China, where there is exponential demand growth for voice and broadband data services, a market currently underserved in the rural and urban centres of Indonesia and China. The acquisition of CUH will allow the Company to partner HNS the world s leading provider of broadband satellite services, products, and network solutions in the provision of satellite based solutions in the PRC. HNC has entered into a partnership with Sichuan Telecom, a subsidiary of China Telecom, to supply satellite bandwidth for up to 8,000 villages in Sichuan. The Company expects the to provide a stable platform for the generation of future income streams in a market that shows great potential but has restricted access and high barriers to entry.

2 4. Consideration The consideration totalling S$52.13 million (the Consideration ) for the is partly payable in cash (S$34,130,000) and will be partly discharged by the issuance of 300 million ordinary shares in the Company (the Consideration Shares ), which represents 4.9% of the existing and 4.7% of the enlarged share capital of the Company, at an issue price of S$0.06 cents per share to the Vendor upon and subject to Completion. 5. Factors taken into account in arriving at Consideration An independent valuation (the BZH Valuation ) was commissioned by the Company and undertaken by Spectrum Value Partners on 21 March 2011, which valued BZH at US$93.3 million (S$117.4 million) (the Valuation Amount ). The BZH Valuation was arrived at by using the discounted cash flow methodology with a discount factor of approximately 10%. The Consideration was commercially agreed between the Company and the Vendor by applying a discount of approximately 19.5% against 55% of the Valuation Amount (S$64.7 million) and in consideration of other factors. 6. Conditions Precedent Completion of the is conditional on various conditions including the following: (c) (d) (e) (f) (g) (h) The Vendor having obtained all necessary approvals and consents (whether of a regulatory, contractual nature or otherwise) for entering into the Agreement and carrying out the transactions contemplated under the Agreement, including without limitation, the passing of a resolution by its board of directors approving the transactions contemplated thereunder. The waiver of any restrictions on transfer (including rights of pre-emption) which may exist in relation to the entire issued capital of CUH which is to be acquired by the Company, whether under the articles of association of CUH or otherwise. The delivery of a legal opinion (in a form acceptable to the Company in its absolute discretion) to the Company from the Company s BVI counsel, that the contract is legal valid, binding, enforceable on the Vendor. The delivery of a legal opinion (in a form acceptable to the Company in its absolute discretion) to the Company from the Company s Singapore counsel, Baker & McKenzie.Wong & Leow, that the Agreement constitutes legally valid, binding and enforceable obligations on the parties; Completion by the Company of a satisfactory due diligence on the Group Companies (as determined by the Company in its absolute discretion); Completion by the Company of satisfactory due diligences (as determined by the Company in its absolute discretion) on any aspect of the transaction contemplated under the Agreement; The SGX-ST having granted its approval in-principle for the listing and quotation of the Consideration Shares; and No material adverse change in CUH (as determined by the Company in its sole and absolute discretion) occurring since the date of the Agreement until the Completion Date (as defined below). (the Conditions ) The Long Stop Date for the fulfillment of the Conditions is 30 Apr 2011 or such later date as may be notified by the Company to the Vendor in the Purchaser s absolute discretion.

3 7. Completion Completion of the is schedule to take place within 5 business days after the satisfaction or waiver of the Conditions or such other date as the Company and the Vendor may mutually agree in writing (the Completion Date ). Upon Completion, the Seller undertakes not to, during a period of 6 calendar months from the Completion Date, sell, transfer or otherwise dispose of the Consideration Shares in whole or in part. The Seller further waives, for a period of 1 calendar year from the date of issue of the Consideration Shares, any rights to any distributions (other than cash dividends) attaching to the Consideration Shares. 8. Method of Funding The is to be fully funded by the Company s internal resources and issuances of new shares by the Company. 9. Net Profits / Value of Assets being Acquired Based on the unaudited consolidated financial statements of CUH for the financial period from 1 April 2010 to 28 February 2011, the net tangible asset value and the net profit after tax amounted to US$15,083 and US$15,082 respectively. 10. Relative Figures under Chapter 10 of the Listing Manual The relative figures for the computed on the bases set out in Rule 1006 of the Listing Manual of the SGX-ST and based on the unaudited consolidated financial statements of the Group for the nine month financial period ended 31 December 2010 are set out below:- Rule 1006 Net asset value of the assets to be disposed of compared with the Group s net asset value as at 31 December 2010 The (S$ 000) The Group (S$ 000) Not applicable % The net profits (1) attributable to the assets acquired compared with the Group s net profits for the nine month financial period ended 31 December , (c) Aggregate value of the consideration compared with the Company s market capitalisation as at 30 March 2011 (2) (being the market day immediately preceding the date of the execution of the Agreement) 52, ,

4 Rule 1006 The The Group % (d) The number of equity securities issued by the issuer as consideration for the, compared with the number of equity securities previously in issue (excluding treasury shares) Notes:- 300,000,000 6,086,335, (1) Net profits is defined as profit before income tax, minority interests and extraordinary items. (2) The market capitalisation of the Company was determined by multiplying the number of issued shares (excluding treasury shares), being 6,086,335,828 shares, by the weighted average price of such shares transacted on 30 March 2011 of S$ per share. As the relative figure under Rule 1006(c) exceeds 5%.but does not exceed 20%, the constitute a discloseable transaction as defined in Chapter 10 of the Listing Manual of the SGX-ST. 11. Financial Effects of the 11.1 The proforma financial effects of the presented below: (c) (d) are for illustrative purposes only and do not reflect a projection of the actual future financial performance or financial position of the Company after completion of the ; are based on (i) the audited consolidated financial statements of the Company for its financial period ended 31 March 2010 and (ii) the unaudited consolidated financial statements of CUH for its financial period from 1 April 2010 to 28 February 2011; and assume that the had taken place on 31 March 2010 for illustrating the financial effects on the consolidated net tangible assets of the Group; and assume that the had taken place on 1 October 2008 for illustrating the financial effects on the consolidated earnings of the Group Net Tangible Assets ( NTA ) per share Before the After the NTA (S$ 000) 61,623 27,514 Number of shares 5,995,762,828 6,295,762,828 NTA per share (cents)

5 11.3 Earnings per share Before the After the Profit after tax (S$ 000) 3,015 3,037 Weighted average number of shares 4,386,444,153 4,686,444,153 Earnings per share (cents) Interests of Directors and Controlling Shareholders None of the directors or substantial shareholders of the Company has any direct or indirect interest in the. 13. Service Contracts of Directors There may be one director proposed to be appointed to the Company in connection with the but this is still under discussion and an announcement will be made in due course. 14. Inspection Copies of the Agreement and the BZH Valuation report are available for inspection during normal business hours at the Company s registered office at 1 Commonwealth Lane, #08-23 One Commonwealth, Singapore , for three months from the date of this announcement.. By the Order of the Board Next-Generation Satellite Communications Limited Mr Hady Hartanto Executive Deputy Chairman 31 March 2011