EOC Limited: EOC and ICBC Financial Leasing Enter into a Sale and Leaseback Arrangement: Detailed Stock Exchange Announcement
SINGAPORE--(BUSINESS WIRE)--Regulatory News:
EOC Limited (“EOC” or the “Company”), together with its largest shareholder Ezra Holdings Limited (“Ezra”) and Lewek Champion Shipping Pte. Ltd., a wholly owned subsidiary of EOC (the “Seller/Bareboat Charterer”), have today entered into a sale and leaseback arrangement relating to the M.V. ”Lewek Champion” with Hai Jiang 1401 Pte. Ltd., a special purpose vehicle fully controlled by ICBC Financial Leasing Co. Ltd. (the “Buyer/Lessor”) (the “Transaction”).
The M.V. ”Lewek Champion” is a DP2 pipelay and heavy lift construction vessel built in 2007 at Labroy Shipbuilding and Engineering Pte Ltd, Indonesia with IMO No 9377377 (the “Vessel”) and currently registered in Singapore, where the Vessel shall remain registered following the Transaction.
Prior to the Transaction, the Vessel was wholly-owned by Lewek Champion Shipping Pte. Ltd.
The Transaction was arranged by Landmark Capital Limited and North Cape Pte Ltd.
The memorandum of agreement (the “MOA”) and the bareboat charterparty (the “Bareboat Charterparty”) for the sale/purchase and bareboat charter of the Vessel were today entered into between the Seller/Bareboat Charterer and the Buyer/Lessor. The MOA and the Bareboat Charterparty are largely entered into on customary terms and conditions and are on arms length terms.
The following are the main terms and conditions of the Transaction:
- Purchase price for the Vessel under the MOA:
The purchase price for the Vessel under the MOA is USD 200,000,000 (the “Purchase Price”).
The Purchase Price has been agreed on the basis of market valuations.
The Purchase Price will be paid to the Seller/Bareboat Charterer in cash upon completion of the sale of the Vessel, less 15% of the Purchase Price as a deferred amount (the “Deferred Amount”).
- Bareboat Charterparty and sub-charterparty:
The Vessel shall be chartered for a period of 120 months from delivery under the Bareboat Charterparty. The Bareboat Charterparty is a “hell and high water” charterparty and was entered into on the same date as the MOA.
A sub-charterparty on terms largely mirroring the Bareboat Charterparty entered into simultaneously, along with the MOA and Bareboat Charterparty, under which EMAS AMC Pte. Ltd. (“EMAS”), a company incorporated in Singapore and wholly-owned by Ezra acts as the sub-lessee.
EMAS will act as technical manager in respect of the Vessel.
Ezra, a company incorporated in Singapore and listed on the Singapore Stock Exchange, and also the single largest shareholder of EOC through its ownership of 45.7%, is acting as the guarantor under the Bareboat Charterparty (the “Bareboat Charter Guarantor”).
- Purchase option:
The Transaction includes purchase options for the Seller/Bareboat Charterer to re-purchase the Vessel on an “as is where is” basis. Such purchase options shall be available from the end of year 5 from the delivery of the Vessel under the Bareboat Charterparty.
- Deferred Amount
The Deferred Amount shall be treated as a conditional deferred consideration, and shall be subordinated, unsecured and interest free. The Deferred Amount shall be paid to the Seller/Lessee upon a purchase of the Vessel by the Seller/Bareboat Charterer by the exercise of a purchase option.
- Relevant security package:
The Seller/Bareboat Charterer shall provide certain security in favour of the Buyer/Lessor as security for its obligations under the Bareboat Charterparty, which shall include typical security for transactions of this nature, including but not limited to assignment of earnings and insurances.
The MOA contains typical undertakings for transactions of this nature. In addition, the Seller/Bareboat Charterer has undertaken to within a certain timeframe to install a new 2,200MT crane at the cost of the Seller/Bareboat Charterer which has been accounted for in the Purchase Price.
- Conditions precedent:
Delivery of the Vessel under the MOA and the commencement date under the Bareboat Charterparty shall be subject to the receipt by the Buyer/Lessor of standard conditions precedent documents and information relating to, inter alia, the Vessel, the Seller/Bareboat Charterer and the Bareboat Charter Guarantor.
- Other clauses
The Transaction includes other customary clauses, including prepayment obligations on the Seller/Bareboat Charterer that may be triggered in certain circumstances, representations and warranties and termination provisions.
Payment of the Purchase Price will take place on completion of the sale and delivery of the Vessel to the Buyer/Lessor. Delivery of the Vessel to the Buyer/Lessor and completion of the Transaction is expected to take place in the first quarter of 2014.
Rationale for entering into the Transaction and strategic effect on the EOC group
The proceeds from the Transaction will be used for the repayment of some of the group’s bank facilities, to fund capital expenditure for the Vessel, and general working capital for the Group. This sale and leaseback arrangement will allow EOC to reduce debt on its balance sheet, thereby improving its gearing ratios and is in line with the Group’s strategy to effectively manage its balance sheet and optimise its capital structure.
No agreements will be or has been entered into to the benefit of the executive management or members of the board in connection with this Transaction.
Relevant financial information
For the past three years the total revenue, profit after tax and total assets of the EOC group is as follows:
Total Assets (U$'000)
In respect of the total revenue, profit after tax and total assets of the EOC group for 2013, the Transaction will have the following effect:
Effects of the Transaction
Before the Transaction (2013)
After the Transaction
|Total Assets (U$'000)||549,6641||579,911|
1. Total assets includes $114.4m relating to the NBV of the Vessel as at 31 August 2013
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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