Tanjung - HOA announcement - Final - Announcements

TANJUNG OFFSHORE BERHAD (“TANJUNG” OR THE “COMPANY”)
PROPOSED ACQUISITION OF THE MARINE OFFSHORE BUSINESSES OF THE VENDOR GROUP
(AS DEFINED HEREIN) BY TANJUNG
1.
INTRODUCTION
On behalf of the Board of Directors of Tanjung (“Board”), AFFIN Investment Bank Berhad
(“AFFIN Investment”) wishes to announce that the Company had on 5 June 2014 entered into
two (2) heads of agreements (“HOAs”) the details of which are as follows:
(i)
a heads of agreement with:
(a)
Farid Khan Bin Kaim Khan (“FK”) and his business partners;
(b)
Mower Tunggal Jaya PT, Megagold Indonesia PT and Zona Maju Mapan PT
(collectively referred to as the “BNI Shareholders”) and their business partners;
and
(c)
Bourbon Far East Pte Ltd (“Bourbon FE”);
(collectively referred to as the “Vendor Group”)
in relation to the proposed acquisition of the marine offshore businesses which comprise
the companies set out in Section 2.1 below (“HOA 1”); and
(ii)
a heads of agreement with FK, the BNI Shareholders and their respective business
partners in relation to the proposed subscription of Mudharabah Redeemable Preference
Shares (“MRPS”) to be issued by Bahtera Niaga Internasional PT (“BNI”) which will allow
Tanjung to participate in the net profits and dividend cash flows of the vessel assets and
subsidiary/associate interests of BNI set out in Section 2.1 below (“HOA 2”);
(collectively referred to as the “Proposed Acquisition”).
Pursuant to the HOAs, Tanjung and the Vendor Group have agreed to negotiate exclusively in
good faith the detailed terms and conditions of the Proposals (as defined in Section 2 below) with
the intention to finalise and enter into the relevant definitive agreements within three (3) months
from the date of the HOAs or such other period as the parties may mutually agree upon.
HOA 1 and HOA 2 are inter-conditional upon each other. The HOAs are not intended to be legally
binding save for the issue price of the Consideration Shares (as defined in Section 2 below) and
the clauses on Abortion, Inter-conditionality, Exclusivity Period, Exclusivity, Confidentiality and
Governing Law and Jurisdiction, further details of which are set out in Section 3 below.
Further details of the Vendor Group and BNI are set out in Appendices I and III of this
announcement, respectively.
Page 1 of 14
2.
DETAILS OF THE PROPOSALS
2.1
Proposed Acquisition
HOA 1 will enable Tanjung to acquire the following equity interest in the Vendor Group’s
marine offshore businesses:
(i)
51% equity interest in Bourbon Labuan Asset Ltd, a company which has property
rights on three (3) offshore support vessels (“OSV”);
(ii)
51% equity interest in Bourbon Offshore Labuan Ltd, a company which has
property rights on six (6) OSVs;
(iii)
51% equity interest in Bourbon Offshore Mitra Sdn Bhd, a licensed ship manager
for the assets of Bourbon Labuan Asset Ltd and Bourbon Offshore Labuan Ltd;
(iv)
100% equity interest in Labuan SPV 1, a company which would have property
rights on four (4) anchor handling tug supply (“AHTS”) vessels;
(v)
100% equity interest in Jack Sparrow Ltd, a company which would have property
rights on two (2) OSVs;
(vi)
100% equity interest in Labuan SPV 2, a company which would have property
rights on six (6) OSVs and one (1) AHTS;
(vii)
100% equity interest in Bahtera Sri Kandi Sdn Bhd, a licensed contractor of
Petroliam Nasional Berhad;
(viii)
Up to 100% equity interest in Synergy Kenyalang Offshore Sdn Bhd, a company
which owns one (1) OSV; and
(ix)
100% equity interest in Bahtera Niaga Indonesia (Labuan) Ltd.
The HOA 2 will enable Tanjung to have interest participation in the net profits and
dividend cash flows of the following vessel assets and subsidiary/associates of BNI
through the subscription of the MRPS:
(x)
participation of up to 51% of the net profits and dividend cash flows of Surf
Marine Indonesia PT, a company which has property rights over five (5) OSVs,
sixteen (16) crew boats and one (1) bulk carrier;
(xi)
participation of up to 51% of the net profits and dividend cash flows of Bahtera
Niaga Indonesia PT, a company which has property rights over two (2) OSVs;
(xii)
participation of up to 51% of the net profits and dividend cash flows of Bahtera
Nusantara Indonesia PT, a company which has property rights over four (4)
OSVs; and
(xiii)
participation of up to 100% of the net profits and dividend cash flows derived from
the operations of ten (10) OSVs directly owned by BNI.
(The above items (i) – (xiii) shall collectively be referred to as the “Target Acquisition
Portfolio”)
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The consideration sum for the Target Acquisition Portfolio will be determined later and will
be satisfied by the issuance of such number of new ordinary shares of RM0.50 each in
Tanjung (“Tanjung Shares” or “Shares”) where the said Shares will be issued at a fixed
issue price of RM0.708 per Tanjung Share (“Consideration Shares”).
Further details of the Target Acquisition Portfolio are set out in Appendix II of this
announcement.
2.2
Proposed Special Issue
The Company proposes to increase the issued and paid-up capital of the Company upon
the completion of the Proposed Acquisition by issuing such number of new Tanjung
Shares at the same issue price as the Consideration Shares which has been fixed at
RM0.708 per Tanjung Share, the quantum of which is to be determined upon the
execution of the relevant definitive agreements (“Proposed Special Issue”).
The Company proposes to invite Bourbon FE, FK, the BNI Shareholders and Investment
1
SPV (“ISPV”) to subscribe for new Shares where the consideration for the new Shares
shall be satisfied in cash. The Company further proposes to invite the arranger of the
Proposed Acquisition to subscribe for new Shares in the Company in consideration of the
arranger’s fee. For the avoidance of doubt, none of the abovementioned invitees are
existing shareholders of Tanjung as at the date of this announcement.
2.3
Proposed Exemption
As a consequence of the Proposed Acquisition and the Proposed Special Issue, the
shareholdings of the Vendor Group and their parties acting in concert (“PACs”) are
expected to be more than 33% of the enlarged issued and paid-up share capital of
Tanjung upon the completion of the said proposals. In this regard, pursuant to Part III of
Paragraph 9(1) of the Malaysian Code on Take-Overs and Mergers, 2010 (“Code”), the
Vendor Group will be required to make a mandatory take-over offer to acquire all the
remaining Tanjung Shares not already owned by the Vendor Group and their PACs.
Hence, the parties will cooperate in seeking for an exemption from the Securities
Commission Malaysia (“SC”) pursuant to Practice Note 9 of the Code from the obligation
to undertake a mandatory take-over offer to acquire all the remaining Tanjung Shares not
already owned by the Vendor Group and their PACs upon the completion of the Proposed
Acquisition and the Proposed Special Issue (“Proposed Exemption”).
2.4
Proposed Offering
Upon the completion of the Proposed Acquisition and the Proposed Special Issue, the
Company proposes to undertake a proposed renounceable rights issue on the basis of 1
new Tanjung Share for each existing Tanjung Share held by the shareholders of Tanjung
at the close of business on an entitlement date to be determined later (“Proposed Rights
Issue”) and a proposed offering of new Tanjung Shares to investors to be identified
(“Proposed Offering”). The amount of new Shares to be issued pursuant to the
Proposed Rights Issue and the Proposed Offering will be determined prior to the
execution of the relevant definitive agreements.
1
ISPV is a company related to the arranger, as both the ISPV and the arranger share the same shareholders. ISPV is
encouraged to participate in the Proposed Special Issue by the Vendor Group as a hallmark of confidence of value
creation in the Proposed Acquisition, by the arranger.
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2.5
Proposed Offer for Sale
There may also be a proposed offer for sale of Tanjung Shares held by certain existing
shareholders of Tanjung to be identified which will be undertaken concurrently with the
Proposed Offering (“Proposed OFS”).
2.6
Proposed Increase in Authorised Share Capital
The Company proposes to increase the authorised share capital of Tanjung to such
amount as to cater for the issuance of new Tanjung Shares to be issued pursuant to the
Proposals (as defined herein) (“Proposed Increase in Authorised Share Capital”).
2.7
Proposed M&A Amendments
The Company proposes to amend its memorandum and articles of association of Tanjung
pursuant to the Proposed Increase in Authorised Share Capital (“Proposed M&A
Amendments”).
2.8
Proposed Group Reorganisation post Proposed Acquisition
Upon the completion of the Proposed Acquisition, the management of the Company will
undertake a detailed review of the existing businesses of Tanjung and its subsidiaries
(“Tanjung Group” or the “Group”) and may reorganise the existing businesses of the
Tanjung Group within 18 months from the completion of the Proposed Acquisition.
The Company also proposes to dispose of its shares in 7 New Market Holdings Limited
(formerly known as Wavenet Holdings Investments Ltd) by exercising its put option with
HB Properties Plc (please refer to the Company’s announcement dated 23 May 2014 for
further details on the above).
(The above shall collectively be referred to as the “Proposed Group Reorganisation”)
2.9
Proposed Warrants Issue to FK and key management personnel to be identified
The Company proposes to issue warrants to FK and key management personnel to be
identified where each warrant will be exercisable into 1 new Tanjung Share at an exercise
price of RM0.708 per Tanjung Share (“Proposed Warrants Issue”). These warrants will
not be transferrable and will not be listed. The warrants have an exercise period of up to
three (3) years from the issue date and are exercisable anytime from the date of eligibility
until expiry subject to FK and the key management personnel to be identified creating
value for the shareholders of Tanjung where such value will be measured against the
future market price performance of Tanjung Shares. The new Shares to be issued arising
from the exercise of the warrants cannot be sold until the expiry of a moratorium as
described in Section 3 below.
The Proposed Warrants Issue is subject to the completion of the Proposed Offering.
The number of warrants to be issued is to be determined prior to the execution of the
relevant definitive agreements and is dependent upon, inter-alia, the number of
Conversion Shares.
(The Proposed Acquisition, Proposed Exemption, Proposed Special Issue, Proposed Rights
Issue, Proposed Offering, Proposed OFS, Proposed Increase in Authorised Share Capital,
Proposed M&A Amendments and Proposed Warrants Issue shall be collectively referred to as the
“Proposals”)
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3.
SALIENT TERMS OF THE HOAs
3.1
Key terms of the HOAs
3.1.1
Valuation
(i)
For the purpose of the Proposed Acquisition, the valuation of the Target
Acquisition Portfolio comprising businesses in:
(a)
provision of marine offshore vessels and related services to the
offshore oil and gas industry; and
(b)
sub-sea operations;
shall take into account the appraised valuation of the vessels and assets
acquired based on an independent valuers’ valuation, price-earnings
2
multiples, price-to-book multiples and EV/EBITDA multiples and the
discounted cash flow method, and
(c)
oil and gas engineering and related services shall take into
account a price-earnings multiple, EV/EBITDA multiple and the
discounted cash flow method;
subject to change depending on the outcome of the due diligence
exercise.
(ii)
3.2
The purchase consideration for the Proposed Acquisition shall be
satisfied by the Consideration Shares.
Management and Committees
Upon the completion of the Proposals, the Board of Tanjung shall procure:
2
(i)
the appointment of Datuk Wira Harzani Azmi as Non-Executive Chairman;
(ii)
the appointment of FK as Group Managing Director;
(d)
the appointment of an Executive Director to manage the Group’s operations in
Indonesia;
(e)
the appointment of a Finance Director who is a Malaysian citizen;
(f)
the appointment of a sufficient number of independent Directors; and
(g)
at least 60% of the composition of the Board shall be Malaysian citizens.
EV/EBITDA – Enterprise value / Earnings before interest, taxes, depreciation and amortisation
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3.3
Abortion
3.3.1
Costs
In the event that the Proposals are aborted due to failure to obtain all the
approvals from the relevant regulatory authorities for the Proposals for reasons
not attributable to the fault of Tanjung, then FK, the BNI Shareholders and their
respective business partners will bear half of the agreed abortive fees and
expenses incurred by the arranger, principal adviser, legal advisers and reporting
accountant (if any) appointed to advise Tanjung on the Proposals (“Costs”).
3.3.2
Indemnity
Should the Proposals be aborted before signing of the relevant definitive
agreements by any of the parties and/or for any reason whatsoever, neither party
shall be liable to indemnify the other for any loss whatsoever other than the
Costs.
3.4
Inter-conditionality
The Proposed Acquisition, Proposed Exemption, Proposed Special Issue, Proposed
Rights Issue, Proposed Offering, Proposed OFS, Proposed Increase in Authorised Share
Capital, Proposed M&A Amendments and Proposed Warrants Issue are inter-conditional
upon each other.
The Proposed Group Reorganisation is conditional upon the Proposals.
3.5
Exclusivity Period
Tanjung and the Vendor Group will not, and will ensure that its related corporations will
not, directly or indirectly, initiate, solicit or entertain any discussion, negotiation,
agreement or arrangement or otherwise deal in any way with any other person other than
the parties for:
3.6
(i)
acquisition of vessels/assets/companies of the Vendor Group; or
(ii)
the use of Tanjung as a vehicle for any back-door listing, reverse take-over or
any other proposal which will allow another person other than the Vendor Group
and the shareholders of the Vendor Group emerging as its new major
shareholders. Upon the expiry of the exclusivity period of 3 months from the date
of the HOAs or such other period as the parties may mutually agree upon, the
HOAs shall cease to have any effect.
Confidentiality
The parties agree that all information exchanged between the parties under or in
connection with this Proposed Acquisition is confidential to them and may not be
disclosed to any person except:
(i)
with the consent of the other party;
(ii)
if required by law, including if required to be disclosed in the documentation
necessary to implement the Proposed Acquisition;
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3.7
(iii)
to employees, advisers, or consultants of the party or its related entities;
(iv)
if required by legal proceedings in connection with this Proposed Acquisition; and
(v)
if the information is generally and publicly available except as a result of breach
of any confidentiality obligation imposed on the recipient of the information.
Proposed Moratorium
FK who is intended to be the Group’s Managing Director and the BNI Shareholders have
volunteered to have moratorium arrangements which exceed the regulatory minimum that
shall be imposed on them as key promoters of the transaction. Details of the moratorium
shall be finalised upon the execution of definitive agreements.
3.8
Governing Law and Jurisdiction
The HOAs are governed by and will be construed in accordance with the laws of
Malaysia. The parties also irrevocably and unconditionally submit to the jurisdiction of the
courts of Malaysia.
4.
BASIS OF DETERMINING THE ISSUE PRICE OF THE CONSIDERATION SHARES
The issue price of the Consideration Shares of RM0.708 was arrived at after taking into
consideration the following:
(i)
a premium of 15.7% to the 5-day volume weighted average market price (“VWAP”) of
RM0.612 of the existing Tanjung Shares up to and including 2 June 2014, being the last
full trading day prior to the suspension of its trading (“LTD”);
(ii)
a premium of 39.6% to the audited consolidated net assets (“NA”) per existing Tanjung
Share as at 31 December 2013 of approximately RM0.507; and
(iii)
a premium of 36.9% to the unaudited consolidated NA per existing Tanjung Share as at
31 March 2014 of approximately RM0.517.
The issue price of the Consideration Shares is justified after taking into account the premium
accorded to the issue price of the Consideration Shares to the 5-day VWAP up to and including
the LTD, audited NA per Tanjung Share as at 31 December 2013 and the unaudited consolidated
NA per Tanjung Share as at 31 March 2014.
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5.
PROPOSED BUSINESS AGREEMENT BETWEEN TANJUNG AND BOURBON FE OR ANY
OTHER COMPANIES DIRECTLY OR INDIRECTLY CONTROLLED BY THE ULTIMATE
COMPANY DIRECTLY OR INDIRECTLY CONTROLLING BOURBON FE (“BOURBON
GROUP”)
Pursuant to the Proposed Acquisition, Tanjung and Bourbon Group intend to enter into a
proposed business arrangement whereby:
6.
(i)
Vessels which are currently owned or purchased in the future by the Tanjung Group can
be utilised throughout the Bourbon Group’s global network of business relationships and
vessel management. This advantage shall be materialised via a business agreement
between Tanjung and the Bourbon Group whereby the Bourbon Group has a first right of
refusal on the utilisation of any excess vessel/asset of the Tanjung Group and the
Tanjung Group in turn shall earn an agreed margin from the gross proceeds earned from
the vessel placed out to the Bourbon Group;
(ii)
Similarly, if the Tanjung Group is short of any vessels where demand exceeds supply in
its region of operation, then the Tanjung Group has a first right of refusal option on any
excess vessels from the fleet of the Bourbon Group, on terms which are reciprocal of the
abovementioned terms in Section 5(i) above;
(iii)
The above arrangements are to be encapsulated in the proposed business agreement
between Tanjung and the Bourbon Group, as a condition precedent of the Proposed
Acquisition. The aforesaid proposed business agreement will provide for synergistic
benefits to the Tanjung Group in view of the Bourbon Group’s global network and for
Tanjung to maximise the utilisation of its fleet of vessels accordingly;
(iv)
Both Bourbon FE and the Bourbon Group are wholly-owned subsidiary companies of
BOURBON SA, a company which is listed on the NYSE Euronext Paris (“BOURBON”)
(Source: 2013 Registration Document Annual Report).
RATIONALE FOR THE PROPOSALS
The Proposed Acquisition will provide an opportunity for the Tanjung Group to capitalise on
regional growth potential in the offshore vessel services industries servicing the oil and gas
industry and to capture new opportunities in these sectors as the primary region of operations of
the Target Acquisition Portfolio are in Malaysia, Indonesia and Asia Pacific.
Further, Tanjung is expected to benefit from FK and Bourbon FE’s experience in the global
OSV/PSV/AHTS/workboat/crew boat/barge marketplace and its reliable cash flows from its
contracts and concessions.
The Proposed Exemption is to facilitate and ensure the successful implementation the Proposed
Acquisition and the Proposed Special Issue.
The Proposed Special Issue is to enable the Company to have immediate working capital upon
the completion of the Proposed Acquisition.
The Proposed Rights Issue will provide an opportunity for the shareholders of Tanjung to increase
their equity participation in Tanjung.
The Proposed Offering is undertaken to raise funds for Tanjung to pare down debts, undertake
capital expenditure investments and to disburse expenses related to the Proposals.
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The Proposed Increase in Authorised Share Capital and the Proposed M&A Amendments are to
facilitate the Proposals.
The Proposed Group Reorganisation is to enable the Company to focus on its new core
businesses, specifically, the provision of offshore marine services.
The Proposed Warrants Issue is to align the interest of FK (being the intended Group Managing
Director) and key management personnel to be identified with the interest of the shareholders of
the Company as the exercisability of the warrants will be based on the future market performance
of Tanjung Shares.
7.
EFFECTS OF THE PROPOSALS
The effects of the Proposals can only be determined upon finalisation of the detailed terms and
conditions of the Proposals. Therefore, further details pertaining to the effects of the Proposals
will be announced upon execution of the relevant definitive agreements.
8.
APPROVALS REQUIRED
The Proposals are subject to the following approvals being obtained:
(i)
the approval of the SC pursuant to the Equity Guidelines for the significant change in the
business direction or policy of Tanjung;
(ii)
the approval of the SC for the Proposed Exemption pursuant to the Code;
(iii)
the approval of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the listing of
and quotation for the new Tanjung shares arising from the Proposals on the Main Market
of Bursa Securities;
(iv)
the approval of the Board and shareholders of Tanjung at an extraordinary general
meeting to be convened;
(v)
the approval of the Board of Directors of Bourbon FE and shareholders of Bourbon FE, or
any other competent authority within the Bourbon Group, at an extraordinary general
meeting to be convened (if required);
(vi)
the approval of the Board of Directors, shareholders or any other relevant party of the
respective BNI Shareholders at an extraordinary general meeting to be convened (if
required);
(vii)
the approval of the creditors and lender(s) of Tanjung, the Target Acquisition Portfolio
and Bourbon FE (if required); and
(viii)
the approval of any other relevant authorities, if required.
The Proposals are intended to be conditional upon and subject to the above approvals being
obtained, in addition to the following:
(a)
completion of due diligence on terms satisfactory to Tanjung;
(b)
completion of due diligence on terms satisfactory to Bourbon FE;
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9.
(c)
satisfactory legal due diligence clearance of HOA 2;
(d)
the approval of the Vendor Group and the Board of Directors of BNI; and
(e)
such other conditions precedent as shall be mutually agreed by Tanjung and the Vendor
Group.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
None of the Directors and/or major shareholders of Tanjung and/or persons connected to them
have any interest, direct or indirect, in the Proposals.
10.
DIRECTORS’ STATEMENT
The Board is of the opinion that the Proposals, subject to the further input of the advisers and the
finalisation of the valuation of the Target Acquisition Portfolio, if implemented, will be in the best
interest of Tanjung.
11.
ADVISERS
AFFIN Investment has been appointed as the Principal Adviser for the Proposals. An independent
adviser will be appointed to advise the non-interested Directors and non-interested shareholders
of Tanjung on the Proposed Exemption.
12.
DOCUMENTS FOR INSPECTION
A copy of the HOAs will be made available for inspection at the registered office of the Company
th
at 802, 8 Floor, Block C, Kelana Square, 17 Jalan SS7/26, 47301 Petaling Jaya, Selangor
during normal business hours from Monday to Fridays (except public holidays) for a period of 3
months from the date of this announcement.
Full details of the Proposals will be announced in accordance with the Main Market Listing Requirements
of Bursa Securities once the relevant definitive agreements in relation to the Proposals have been
executed.
This announcement is dated 5 June 2014.
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APPENDIX I
INFORMATION ON THE VENDOR GROUP
1.
INFORMATION ON FK
FK is a Singaporean aged 58, graduated with a marine engineering qualification from
Singapore Polytechnic. He is currently the Regional Managing Director of the Bourbon SA
group of companies in the Asia Pacific Region.
2.
INFORMATION ON THE BNI SHAREHOLDERS
2.1
Mower Tunggal Jaya PT
Mower Tunggal Jaya PT was incorporated in Indonesia on 19 January 2010 in
accordance with the provision of the Indonesian Company Law No. 40 of 2007. The
principal activity of Mower Tunggal Jaya PT is an investment holding company.
2.2
Megagold Indonesia PT
Megagold Indonesia PT was incorporated in Indonesia on 16 April 2009 in
accordance with the provision of the Indonesian Company Law No. 40 of 2007. The
principal activity of Megagold Indonesia PT is investment holding company.
2.3
Zona Maju Mapan PT
Zona Maju Mapan PT was incorporated in Indonesia on 2 September 2009 in
accordance with the provision of the Indonesian Company Law No. 40 of 2007. The
principal activity of Zona Maju Mapan PT is an investment holding company.
3.
INFORMATION ON BOURBON FE
Bourbon FE was incorporated in Singapore under the Companies Act (Cap 50) of Singapore as
a private limited company and commenced its business on 29 July 2008. The principal activity
of Bourbon FE is ship owner, charterer, broker, operator, management and other related
activities. As at 10 May 2014, Bourbon FE has issued and paid-up share capital of
USD21,493,200 comprising 21,493,200 ordinary shares of USD1.00 each.
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APPENDIX II
INFORMATION ON THE TARGET ACQUISITION PORTFOLIO
1.
BOURBON LABUAN ASSET LTD
Bourbon Labuan Asset Ltd was incorporated in Labuan on 27 March 2012, in accordance with
the provision of the Labuan Companies Act 1990. The principal activity is the leasing of vessels
on bareboat and time charter to companies involved in the oil and gas industry.
2.
BOURBON OFFSHORE LABUAN LTD
Bourbon Offshore Labuan Ltd was incorporated in Labuan on 27 March 2008, in accordance
with the provision of the Labuan Companies Act 1990. The principal activity is the leasing of
vessels on bareboat and time charter to companies involved in the oil and gas industry.
3.
BOURBON OFFSHORE MITRA SDN BHD
Bourbon Offshore Mitra Sdn Bhd was incorporated in Malaysia on 27 August 2009 under the
Companies Act, 1965. The principal activity is to be a licensed ship manager for vessels time
chartered involved in the oil and gas industry.
4.
LABUAN SPV 1
Labuan SPV 1 will be incorporated prior to the execution of the definitive agreements. The
intended principal activity of Labuan SPV 1 is to be a special purpose ship owning company.
5.
JACK SPARROW LTD
Jack Sparrow Ltd was incorporated in Jersey, the United Kingdom on 18 June 2013 under the
Companies (Jersey) Law 1991 and is the holding company of two (2) ship owning companies.
6.
LABUAN SPV 2
Labuan SPV 2 will be incorporated prior to the execution of the definitive agreements. The
intended principal activity of Labuan SPV 2 is to be a special purpose ship owning company.
7.
BAHTERA SRI KANDI SDN BHD
Bahtera Sri Kandi Sdn Bhd was incorporated in Malaysia on 30 April 2007 under the
Companies Act, 1965. The principal activity is the business of ship brokers, managers of
shipping property, freight contractors, marine support services, shipping and marine related
industries.
8.
SYNERGY KENYALANG OFFSHORE SDN BHD
Synergy Kenyalang Offshore Sdn Bhd was incorporated in Malaysia on 30 June 2011 under
the Companies Act, 1965. The principal activity is the business of the chartering of offshore
support vessels.
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APPENDIX II
INFORMATION ON THE TARGET ACQUISITION PORTFOLIO (Cont’d)
9.
BAHTERA NIAGA INDONESIA (LABUAN) LTD
Bahtera Niaga Indonesia (Labuan) Ltd was incorporated in Labuan on 12 March 2013, in
accordance with the provision of the Labuan Companies Act 1990 and is currently dormant.
10.
SURF MARINE INDONESIA PT
Surf Marine Indonesia PT was incorporated in Indonesia on 16 July 2002, in accordance with
the provision of the Indonesian Company Law No. 40 of 2007. The principal activity is the
owning, operating and chartering vessels to companies involved in the oil and gas industry.
11.
BAHTERA NIAGA INDONESIA PT
Bahtera Niaga Indonesia PT was incorporated in Indonesia on 14 April 2010, in accordance
with the provision of the Indonesian Company Law No. 40 of 2007. Bahtera Niaga Indonesia
PT is a special purpose ship owning company.
12.
BAHTERA NUSANTARA INDONESIA PT
Bahtera Nusantara Indonesia PT was incorporated in Indonesia on 17 June 2010, in
accordance with the provision of the Indonesian Company Law No. 40 of 2007. Bahtera
Nusantara Indonesia PT is, amongst others, a ship owning company.
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APPENDIX III
INFORMATION ON BNI
BNI was incorporated in Jakarta in October 2006. BNI is primarily engaged in supporting the offshore
oil and gas industry and the shipment of coal in Indonesia. BNI has an offshore shipping license to
service the oil and gas exploration, drilling and production activities. BNI also participates in the
charter and operation of offshore supply and anchor handling vessels, geophysical, storage tankers,
tugs and barges for shipment of coal, timber, aggregates, construction equipment and general
cargoes.
(Source: www.bni.co.id)
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