COMPLETION OF SINGAPORE OFFERING AND THE BUSINESS COMBINATION AND INCREASE OF THE COMPANY'S SHARE CAPITAL
EMAS Offshore Limited ("EMAS" or the "Company") refers to the announcement made by the Company on 29 September 2014 whereby the Company announced the registration of the prospectus and the commencement of the order period under the Singapore offering. Following the expiry of the order period on 2 October 2014, the Company had received orders for 48,585,000 new shares at an order price of SGD 1.21 per share implying a total increase in the share capital of the Company of USD 46,224,131 (based on exchange rate of USD 1.00: SGD 1.2718 being the rate as of 2 October 2014, 5pm Singapore time). The shares will be delivered on a separate ISIN SG1AD2000008 and will be tradable on the Singapore Stock Exchange (“SGX-ST”) from 8 October 2014.
The Company is further pleased to announce that Ezra Holdings Limited (“Ezra”) has transferred all the shares in the Offshore Support Companies to the Company for a consideration of US$520.0 million (the "Business Combination"). This means that the Business Combination has been completed, paving the way for the Company to become a leading offshore support services provider.
Pursuant to the Business Combination, the Company has acquired 44 offshore vessels (comprising 24 anchor handling, towing and supply vessels, seven anchor handling tugboats and 10 platform supply vessels, one offshore accommodation vessel and two barges).
In accordance with the Business Combination, Ezra has received 280,133,252 new EMAS shares at a price of NOK 8.18 per share (based on an exchange rate of USD 1.00: NOK 6.1933 being the 5-day average rate as of 9 July 2014, which was the day prior to signing of the Business Combination Agreement). The consideration shares to Ezra have been issued and placed on a separate ISIN SG1AD2000008 and will be tradable on the SGX-ST from 8 October 2014. As a result and taking into account the shares issued in the Singapore Offering, Ezra holds 330,844,316 shares in the Company, equal to 75.25% of the issued share capital.
Following the share issues in connection with the Singapore Offering and the Business Combination, the share capital of EMAS has been increased. The new share capital is USD 510,801,722 consisting of 439,672,574 shares. The shares have no par value. The new shares have been validly and legally issued are fully paid up. The new shares have been issued on a separate ISIN SG1AD2000008 pending publication of and prospectus to be approved by the Norwegian Financial Supervisory Authority in accordance with the Norwegian Securities Trading Act chapter 7 and distribution of the dividends as per the announcement on 29 September 2014. All shares issued on the separate ISIN will be listed and traded on the SGX-ST from 8 October 2014. Due to technical reasons the shares currently listed and traded on Oslo Børs will be moved to the separate ISIN with effect from 10 October 2014 at which time all issued shares of the Company will also be listed on Oslo Børs.
As a dual listed company on both Oslo Børs and SGX-ST, shares which are traded on the VPS system on Oslo Børs can be transferred and traded on the Central Depository (“CDP”) system on SGX-ST, and vice-versa. Effective from the time of listing of the new shares on Oslo Børs and the SGX-ST respectively, investors may instruct such transfers. Investors who wish to transfer their shares from the VPS system on Oslo Børs to the CDP system for trading on SGX-ST may do so commencing from 8 October 2014, being the commencement of listing and trading of the Company on the SGX-ST. For technical reasons arising from the VPS system in Norway, investors in Singapore who wish to transfer their Shares from the CDP system to the VPS system for trading on Oslo Børs may submit their request to CDP from 9.00 am on 10 October 2014 (Singapore time).
For further information, 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