SINGAPORE--(BUSINESS WIRE)--Regulatory News:
EOC Limited (“EOC” or the “Company”) has today entered into an business combination agreement (the "Business Combination Agreement") with its largest shareholder, Ezra Holdings Limited ("Ezra"), pursuant to which Ezra will transfer the ordinary shares (the "OSS Shares") held by Ezra in each of its offshore support companies (the "OSS Companies") as listed in Annex 1 to the Company in consideration of a sum equal to USD 520.0 million (the "Aggregate Consideration") comprising:
(a) USD150.0 million, payable in cash (the “Closing Amount”); and
(b) USD 370.0 million, which shall be satisfied by the allotment and issue by the Company to Ezra of 280,133,252 ordinary shares in the capital of the Company (the “Consideration Shares”) based on the issue price of NOK 8.18 per Consideration Share (based on an exchange rate of USD 1.00: NOK 6.1933 being the 5-day average rate as of 9 July 2014),
(the "Proposed Business Combination")
In connection with the Proposed Business Combination and for the purpose of raising the Closing Amount, the Company intends to conduct a public offering of new shares (the "New Shares") and a secondary listing and quotation of the shares of the Company on the Main Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”) (the “Singapore Offering”). The Singapore Offering is subject to, among other things, the receipt of approvals from the SGX-ST and the shareholders of the Company at a general meeting to be convened, and the prevailing capital market conditions. DBS Bank Ltd has been appointed as issue manager, global coordinator and underwriter for the Singapore Offering. Further information on the Singapore Offering is set out in section 3 below.
The Proposed Business Combination and the Singapore Offering (collectively referred to as the "Proposed Transaction") are dependent on the approval by the shareholders at an extraordinary shareholders' meeting which currently is intended to be held in August/September pursuant to a notice and Shareholder Circular which will be issued within six weeks following this announcement. Further and final details will be made known in a separate announcement in due course.
Following the Singapore Offering, Ezra will undertake a secondary sale of shares in the aggregate amount of up to USD 20 million at the same price as the Singapore Offering, directed towards the Company’s existing shareholders as registered in the VPS who are eligible to vote at the EGM (“Norwegian Secondary Sale”).
As at the date of this announcement, Ezra holds approximately 45.7% of the total issued share capital of the Company. Upon completion of the Business Combination Agreement, the Singapore Offering and the Secondary Sale, Ezra is expected to hold in the range of 51 to 65 % of the total issued share capital of the Company. Ezra is exempt from the mandatory take-over obligation in the Norwegian Securities Trading Act when passing the 50% threshold, in accordance with section 18-2 (2) of the Norwegian Securities Trading Act. Ezra is also seeking a whitewash waiver from the Singapore take-over code at the EGM.
2. Information on the OSS Companies
The OSS Companies form the offshore support services division of the Ezra group, which owns, operates and manages a fleet of 44 offshore support vessels (the "OSS Fleet") and provides ship management services for third party vessels. For more information on the OSS Companies, please refer to Annex 1 to this extended stock exchange notice.
3. Conditions for completion
The Singapore Offering and the completion thereof will be conditional upon, inter alia:
(a) the passing of an ordinary resolution by the shareholders of the Company to approve the Singapore Offering at an extraordinary general meeting to be held by the Company, in which Ezra will abstain from voting;
(b) the eligibility-to-list letter from the SGX-ST for the secondary listing and quotation of all the shares of the Company on the Main Board of the SGX-ST being granted and not having been revoked or withdrawn;
(c) the completion of the Business Combination Agreement; and
(d) The approval by the Norwegian Financial Supervisory Authority of the Norwegian prospectus to be published prior to the listing of the New Shares and the Consideration Shares, as all shares may be transferred freely between the two stock exchanges and all shares are thus considered listed on both stock exchanges; and
(e) such other regulatory or other approvals or consents as may be required or advisable and the same remaining in force, including the registration of a prospectus prepared by EOC in connection with the Offering in Singapore by the Monetary Authority of Singapore.
Ezra has undertaken to sell a portion of its existing shares in EOC held after completion of the Proposed Business Combination in a secondary sale of shares in the aggregate amount of up to USD 20 million at the same offer price as in the Singapore Offering, in an offer to the existing shareholders registered in the VPS who are eligible to vote at the upcoming EGM (the "Norwegian Secondary Sale"). Further details of the Norwegian Secondary Sale will be known in due course.
4. The Proposed Business Combination
The Agreed Consideration was arrived at between the Company and Ezra after arm’s length negotiations and on a “willing buyer, willing seller” basis, taking into account, amongst others, the rationale for the Proposed Business Combination, the track record and net asset value of the Offshore Support Services business and future prospects of the offshore support services industry.
The closing price of the shares of the Company (the “EOC Shares”) traded on the Oslo Børs on 9 July 2014, being the last market day on which the EOC Shares were traded on the Oslo Børs prior to the date of this announcement, was NOK 5.96.
DNB Markets, part of DNB Bank ASA, has been appointed as financial advisor and Fearnley Securities AS as independent financial advisor to the Board of Director of the Company in respect of the Proposed Business Combination. The Agreed Consideration is supported by vessel valuations that have been conducted by RS Platou Asia Pte Ltd. Fearnley Securities AS has rendered a preliminary conditional opinion that the terms of the proposed transaction are fair to the shareholders of EOC.
- Conditions precedent:
Pursuant to the terms of the Business Combination Agreement, Completion is subject to various conditions precedents, including, inter alia:
(a) the approval of the shareholders of Ezra in a general meeting being obtained for the transfer of the OSS Shares by Ezra to the Company in return for the Aggregate Consideration pursuant to the terms of the Business Combination Agreement and in accordance with the listing manual of the SGX-ST (the “Listing Manual”);
(b) the waiver of the Securities Industry Council of Singapore (“SIC”), being granted to Ezra and parties acting in concert with Ezra, and such waiver not having been withdrawn, revoked or ceased to have effect as at the date of Completion, of their obligation to make a mandatory offer under Rule 14 of the Singapore Code on Take-overs and Mergers (the “Code”) for the shares in EOC not held by the Ezra and its concert parties and from having to comply with the requirements of Rule 14 of the Code and if such approval is subject to any conditions imposed by the SIC, such conditions being reasonably acceptable to Ezra. As of the date of this letter, the SIC’s approval of the waiver has been obtained;
(c) the approval of the shareholders of the Company in a general meeting being obtained for each of the following:
i. the acquisition of the OSS Shares and the entry into the Business Combination Agreement;
ii. the allotment and issuance of the Consideration Shares by the Company to Ezra;
iii. an approval by the shareholders of the Company in a general meeting convened in compliance with the Singapore Code on Take-overs and Mergers (the “Code”) in respect of the waiver of the rights of the shareholders of the Company to receive a mandatory general offer from Ezra for all of the shares of the Company not already owned by Ezra and persons acting in concert with Ezra, in the event that they would otherwise incur a mandatory general offer obligation under the Code as a result of the allotment and issuance of the Consideration Shares to Ezra by the Company pursuant to the Business Combination Agreement;
iv. the secondary listing of the Company on the Main Board of the SGX-ST (the “Secondary Listing”) and the initial public offering, allotment and issuance of the New Shares in connection with the Secondary Listing
(d) The Company receiving the conditional eligibility-to-list approval from the SGX-ST for the Secondary Listing, which shall include the approval for the admission of the Consideration Shares for listing on the Main Board of the SGX-ST, and the registration of the final Singapore prospectus by the Monetary Authority of Singapore in connection with the Secondary Listing; and
(e) each of the Company and Ezra receiving all authorisations, consents, clearances, permissions and approvals as the Company and Ezra may mutually agree to be necessary or required, and in such form as may be mutually agreed between the Company and Ezra, from all third parties under the contracts entered into by each of the Company and Ezra, for or in respect of the entry into of the Business Combination Agreement, including without limitation, consents and/or waivers from the creditors, customers and suppliers of the Company and/or Ezra.
- Conditions subsequent
Without prejudice to the conditions precedent above, the agreement to transfer the OSS Shares is conditional upon the approval of the Financial Supervisory Authority of Norway being obtained, subsequent to Completion, for the Norwegian prospectus to be published prior to the New Shares and the Consideration Shares being admitted to listing on Oslo Børs and which must be prepared in accordance with the Norwegian Securities Trading Act Chapter 7 and approved by the Financial Supervisory Authority of Norway (No: Finanstilsynet).
The Business Combination Agreement contains typical undertakings for transactions of this nature.
5. Tentative timeline
Pursuant to the Business Combination Agreement, the completion of the Proposed Business Combination will take place at 10:00 a.m. Singapore time on the fifth business day following notification of the satisfaction (or waiver thereof) of the conditions precedent. It is currently anticipated that the Singapore Offering, completion of the Business Combination Agreement and the Norwegian Secondary Sale will take place during the fourth quarter of 2014. Further details of the timing will be provided by the Company in due course. If the Proposed Business Combination has not been completed within 31 December 2014, then the Business Combination Agreement shall lapse.
6. Agreements entered into in connection with the Proposed Business Combination
The transaction does not trigger any success fee or similar to the benefit of members of the Board or executive management in EOC or any of the acquired businesses.
7. Rationale for the Proposed Business Combination
7.1 Creating a leading offshore support solutions provider to the oil and gas industry
The Company is currently engaged in the business of providing (i) accommodation and support services and (ii) floating, production and storage systems, including the engineering, procurement and construction and project management services for fixed and floating production units.
The Offshore Support Services business owns, operates and manages a fleet of offshore support vessels and provides ship management services for third-party vessels operating in offshore oil and gas fields and is already an established offshore support services player in the Asia-Pacific region.
The Proposed Business Combination will consolidate the Offshore Support Services operations under the Company and will significantly enhance EOC’s service offering in the offshore sector, positioning the enlarged group as a full service offshore support service provider to the oil and gas industry.
The enlarged Group will be able to leverage on an extensive fleet of young and advanced offshore support vessels, top-tier international client base and established execution capabilities and track record.
7.2 Access to additional sources of funding for growth
The Proposed Business Combination will provide EOC with an additional channel to raise funding outside of Oslo Børs. EOC will able to tap into the debt and equity capital markets in Asia where the Offshore Support Services business and EMAS brand is well appreciated.
This will provide flexibility for the Company to seek competitive and attractive sources of capital globally to fund potential expansion plans and optimize its capital structure.
7.3 Expected enhancement in trading liquidity with a diversified investor base
Following the Singapore Offering, EOC will have a wider investor base including institutional and retail investors in Asia-Pacific and is expected to have a significantly larger market capitalization.
All this are likely to lead to an improvement in the trading liquidity of EOC shares, result in greater research coverage and wider institutional shareholders’ following, which could consequently allow for the value of EOC’s enlarged business to be better reflected in its share price.
8. Relevant financial information
For the past three years the consolidated revenues, EBITDA, net result, fixed and current assets of the OSS Companies are as follows:
|Key figures for the OSS Companies (USD ‘000)|
|Profit and Loss||
|Net Profit after Tax||60,385||25,772||58,830|
(1) 2011 balance sheet items will be provided via an update to the announcement early next week.
As the OSS companies comprise 27 different entities, a consolidation of the relevant figures from the annual accounts of each of the entities has been prepared for the purpose of the table above.
In respect of the total revenue, profit after tax and total assets of the EOC group for 2013, the preliminary calculation indicates that the Proposed Business Combination is expected to have the following effect:
|Effects of the Proposed Business Combination|
|Before the Proposed Business||After the Proposed Business||%|
|Revenue (USD ’000)||43,071||333,398||674.1%|
|Profit after tax (USD ’000)||11,092||68,884||520.7%|
|Total assets (USD ’000)||549,664||1,475,034||168.4%|
This notice is made pursuant to the Oslo Stock Exchange's Continuing Obligations section 3.4 and is subject to disclosure in accordance with the Norwegian Securities Trading Act section 5-12.
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