UPDATE TO THE PROPOSED OFFERING
The Company refers to the announcements made on (i) 17 September 2014 in relation to the extension of the timeline for the Proposed Offering and (ii) 3 September 2014 in relation to the update on the bookbuilding process.
As previously disclosed, pursuant to the Business Combination Agreement between the Company and Ezra Holdings Limited on 10 July 2014, the Company had agreed to acquire the OSS Companies from Ezra Holdings Limited in consideration of, among other things, US$150 million in cash. As part of its commitment to the Company and to support the Company’s decision in modifying the indicative terms of the Proposed Offering, Ezra Holdings Limited has agreed that up to US$125 million of this US$150 million amount may be payable in three years on a deferred basis, and at an interest rate of 0% in year one and subsequently 3.5% per annum in the following two years (the “Seller's Credit”).
With respect to the Proposed Offering, the Company together with its advisors, is proposing an indicative offering price of SG$1.21 per share, with gross proceeds of SG$70 million (assuming the exercise of an over-allotment option of 19.0% of the total offering shares) (the “Indicative Offering Terms”).The Company is of the view that this revision to the indicative terms of the Proposed Offering would be beneficial to existing shareholders of the Company as it reduces the dilutive effects of the Proposed Offering, and takes into account investor interests and current market conditions. As a result of the revision to the indicative terms of the Proposed Offering, it is now expected that the final prospectus will be registered in Singapore on or about 29 September 2014.
In the Circular to Shareholders dated 7 August 2014, the Company had provided certain unaudited pro forma financial information of the Group (based on various assumptions and adjustments, including an adjustment to reflect the offering of up to 210,000,000 new ordinary shares).
The tables below set forth certain financial information of the Company to illustrate the additional effect of the acquisition of 50% equity interest in Lewek Antares Shipping Pte Ltd (refer to announcement dated 27 August 2014), the Seller's Credit and the changes in the Indicative Offering Terms on the Proposed Offering (collectively “the Proposed changes”) (with a comparison to the pro forma financial information contained in the Circular to Shareholders):
Selected pro forma statement of financial position (Assuming the event or transaction had occurred on 31 May 2014)
| Based on Circular dated 7 August 2014 (Offering size of US$250 million) | Based on the Proposed changes (Offering size of US$56 million approximately SG$70 million based on an exchange rate of 1.25) | |
| As at 31 May 2014 | As at 31 May 2014 | |
| US$’000 | US$’000 | |
| Cash and bank balances | 166,917 | 86,212 |
| Other payables and accruals (Non–current liabilities) | 37,935 | 158,560 |
| Total equity | 735,525 | 553,840 |
Selected pro forma statement of profit or loss and other comprehensive income
| Offering size of US$250 million | Based on the Proposed changes (Offering size of US$56 million approximately SG$70 million based on an exchange rate of 1.25) | |||
| Assuming the event or transaction had occurred on 1 Sept 2012 | Assuming the event or transaction had occurred on 1 Sept 2013 | Assuming the event or transaction had occurred on 1 Sept 2012 | Assuming the event or transaction had occurred on 1 Sept 2013 | |
| Year ended 31 August 2013 | 9 months Period ended 31 May 2014 | Year ended 31 August 2013 | 9 months Period ended 31 May 2014 | |
| US$’000 | US$’000 | |||
| Other operating income | 52,596 | 75,298 | 53,299 | 79,468 |
| Finance costs | (16,422) | (11,765) | (21,644) | (15,590) |
| Profit for the year | 82,507 | 101,437 | 80,685 | 103,681 |
Shareholders and investors should note that the Proposed Offering remains subject to the registration of a final prospectus by the Monetary Authority of Singapore as well as the market conditions prevailing before the Proposed Offering. As the terms of and the timeline for the Proposed Offering have not yet been finalised, shareholders and potential investors are accordingly advised to exercise caution when dealing in the securities of the Company.
For further enquiries, please contact:
Mr. Jason Goh
EMAS Offshore Limited
(65) 6590 8209
This announcement is subject to the disclosure requirements of the Norwegian Securities Trading Act section 5-12.