HOE LEONG CORPORATION LTD. (Company registration number 199408433W) (Incorporated in the Republic of Singapore) ACQUISITION OF 51% IN ARIES OFFSHORE SINGAPORE PTE. LTD. AND ASSIGNMENT OF SHAREHOLDERS' LOAN 1. INTRODUCTION The board of directors ("Board") of Hoe Leong Corporation Ltd. ("Company") is pleased to announce that it has entered into a conditional sale and purchase agreement ("SPA") with Aries AP Limited ("Aries AP") today pursuant to which: (a) Aries AP has agreed to sell and the Company has agreed to purchase 51 ordinary shares ("Sale Shares") representing 51% of the issued and paid-up share capital in Aries Offshore Singapore Pte. Ltd. ("Target Company"); and (b) Aries AP has also agreed to sell and transfer and the Company has agreed to such assignment and transfer of loans and advances made by Aries AP to the Target Company, which, in aggregate, amount to approximately US$15.6 million (approximately S$20.5 million) (the "Transferred Loan"), collectively, the "Acquisition". 2. BACKGROUND OF THE TARGET COMPANY The Target Company is an investment holding company. It has four (4) wholly-owned subsidiaries ("Subsidiaries"): (a) Eagle 1 Pte. Ltd., a Singapore incorporated company; (b) Eagle 2 Pte. Ltd., a Singapore incorporated company; (c) Eagle 3 Pte. Ltd., a Singapore incorporated company; and (d) Pacific Cove International Limited, a Belize incorporated company. The Target Company and the Subsidiaries shall be collectively termed the "Target Group Companies". Each of the Subsidiaries owns one (1) vessel and the four (4) vessels owned by the Subsidiaries shall be collectively termed the "Vessels". As at the date of this announcement, Aries AP is the legal and beneficial owner of 51% of the issued and paid-up share capital of the Target Company and Otto Ventures Pte. Ltd. (a wholly-owned subsidiary of Otto Marine Limited) is the legal and beneficial owner of the remaining 49% of the issued and paid-up share capital of the Target Company. 3. SALIENT TERMS OF THE ACQUISITION 3.1 Cash Consideration The aggregate cash consideration payable by the Company to Aries AP for:
(a) the Sale Shares is the sum of US$36 (approximately S$47) ("Consideration"); and (b) the Transferred Loan is US$15,099,964 (approximately S$19.86 million) ("Transferred Loan Price"), the aggregate of the Consideration and the Transferred Loan Price, US$15.1 million (approximately S$19.86 million), the "Aggregate Consideration". As at 30 September 2010, the unaudited consolidated net tangible asset value of the Target Group Companies is approximately US$0.58 million (approximately S$0.76 million) and the book value of the Transferred Loan is approximately US$15.6 million (approximately S$20.5 million). Based on the Aggregate Consideration payable by the Company, this implies a priceto-book ratio of 0.95 times. The Aggregate Consideration was arrived at on a willing seller-willing buyer basis after arms' length negotiations between the Company and Aries AP, taking into account the unaudited consolidated net tangible asset value of the Target Group Companies and the book value of the Transferred Loan as at 30 September 2010 as set out above. The Company is funding the Aggregate Consideration through its existing internal resources and/or external financing. 3.2 Conditions Precedent Completion of the Acquisition is conditional upon, inter alia, the following conditions precedent ("Conditions") having been fulfilled by 31 March 2011 or any other date agreed in writing by Aries AP and the Company (the "Long-Stop Date"): (a) (b) (c) (d) (e) the results of a review by the Company and the auditors of the Company (if the Company so chooses to conduct) and a due diligence exercise over the business, affairs, operations, assets, financial condition, prospects and records of the Target Group Companies being satisfactory to the Company in its sole and absolute discretion; approval by the shareholders of the Company of the purchase of the Sale Shares and the Transferred Loan on the terms and subject to the conditions of the SPA (if required); the execution by Otto Marine Limited of an undertaking pursuant to which Otto Marine Limited shall undertake to the Company to charter any Vessel on terms not less favourable than the existing charter contracts entered into by the relevant Target Group Company at any time during the period of 3 years after completion of the Acquisition ("3-year Term") if (i) any existing charter contract is terminated; (ii) any existing charterer is unable to fulfil any obligations under any existing charter contract; or (iii) the charter period of any existing charter contract expires prior to the end of the 3-year Term; the execution by Otto Marine Limited, the Company and each Subsidiary of a vessel management agreement (in form and substance mutually agreed by Otto Marine Limited and the Company) in relation to the joint management by Otto Marine Limited and the Company of each Vessel; the execution by the Target Company and Hako Offshore Pte Ltd ("Bareboat Charterer") of supplemental deeds in relation to deletion of the option by the
Bareboat Charterer to purchase Hako Esteem (Hull Number: 6021) and Hako Excel (Hull Number: 6022); and (f) all other consents and approvals required under any and all applicable laws for the sale of the Sale Shares and to give effect to the transaction contemplated hereunder (including, without limitation, such waivers as may be necessary of terms which would otherwise constitute a default under any instrument, contract, document or agreement to which the Vendor or a Target Group Company is a party or by which the Vendor or a Target Group Company or its or their respective assets are bound) being obtained and where any consent or approval is subject to conditions, such conditions being satisfactory to the Company in its sole and absolute discretion. 3.3 Directors to be appointed to the Company No person is proposed to be appointed as a director of the Company in connection with the Acquisition. 4. RATIONALE The Company s strategic intent is to continue to execute on its planned diversification of the traditional industrial parts business by building up sustainable and high growth income streams through the provision of vessel-chartering services for the oil and gas industry. The Company believes that in partnership with Otto Marine Limited, an experienced and strong SGX mainboard-listed company, it can leverage off Otto Marine Limited s technical capability and extensive industry networks to successfully manage the business risks of the Acquisition. In line with this strategic intent to build up different revenue streams and complementary to the Company's existing oil and gas supply vessel chartering business, the Acquisition is an excellent and timely opportunity and will further its ongoing objective of expanding its current scope of business activities, sourcing for alternative sustainable sources of revenue and improving returns to the Company's shareholders. 5. CHAPTER 10 OF THE LISTING MANUAL The relative figures as computed on the bases as set out in Rule 1006 of the Listing Manual, based on the unaudited consolidated accounts of the Company and its subsidiaries ("Group") and the unaudited consolidated accounts of the Target Group Companies for the six (6) months ended 30 June 2010 are as follows: (a) Net asset value test (Rule 1006(a)) Not applicable as this basis is not applicable to an acquisition of assets. (b) Net profits test (Rule 1006(b)) The net profits attributable to the assets to be acquired amounting to approximately US$1.9 million (approximately S$2.7 million), is approximately 56.3% of the Company's net profits amounting to approximately S$4.8 million. (c) Market capitalisation test (Rule 1006(c)) The Aggregate Consideration amounting to US$15.1 million (approximately S$19.86 million) is approximately 25.0% of the Company's market capitalisation of
approximately S$79.6 million as at 17 December 2010, being the market day immediately preceding the date of the SPA. The Company's market capitalisation is determined by multiplying the number of its shares in issue by the weighted average price of such shares transacted on such day. (d) Equity Securities Test (Rule 1006(d)) Not applicable as the Company is not issuing equity securities as consideration for the Acquisition. Having regard to the above, the Acquisition constitutes a "Major Transaction" under Rule 1014 of the Listing Manual, and accordingly, shareholders approval will be required. 8. FINANCIAL EFFECTS The proforma financial effects of the Acquisition set out below (which is based on the audited consolidated accounts of the Group for the financial year ended 31 December 2009) are for illustration purposes only, and are neither indicative of the actual financial effects of the Acquisition on the net tangible assets ("NTA") per ordinary share in the share capital of the Company ("Share") and earnings per Share ("EPS"), nor represent the actual financial position and/or results of the Group immediately after the completion of the Acquisition. 8.1 Effect on Net Tangible Assets (NTA) per Share Assuming that the Acquisition had been completed as at 31 December 2009, the effect of the Acquisition on the NTA per Share is as follows: As at 31 December 2009 NTA per Share 1 Before adjusting for the Acquisition After adjusting for the Acquisition 20.60 cents 20.85 cents 1 Based on the number of issued Shares in the Company as at 31 December 2009 being 289.4 million. 8.2 Effect on Earnings Per Share (EPS) Assuming that the Acquisition had been completed as at 1 January 2009, the effect of the Acquisition on the EPS for the financial year ended 31 December 2009 is as follows: For the financial year ended 31 December 2009 EPS 2 Before adjusting for the Acquisition After adjusting for the Acquisition 3 1.65 cents 2.23 cents 2 Based on the weighted average number of issued Shares in the Company during the financial year ended 31 December 2009 being 270.6 million. 3 Based on net profits attributable to the Target Group Companies amounting to approximately US$2.1 million (approximately S$3.1 million).
9. CAUTION Shareholders and investors should note that completion of the Acquisition is subject to, inter alia, the fulfilment of the Conditions in accordance with the SPA. Shareholders and investors are therefore advised to exercise caution in their dealings in the Shares of the Company. 10. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the Directors of the Company, and to the best of the Directors' knowledge, none of the controlling shareholders of the Company, has any interest, direct or indirect, in the Acquisition. 11. DOCUMENTS FOR INSPECTION A copy of the SPA is available for inspection at the Company's registered office at 6 Clementi Loop, Singapore 129814 during normal business hours for a period of three (3) months from the date of this announcement. BY ORDER OF THE BOARD HOE LEONG CORPORATION LTD. Kuah Geok Lin Chairman and Chief Executive Officer 20 December 2010