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Table 1 – Utilisation of proceeds from the Proposed Divestment


RM 000
Repayment of borrowings/working capital (1) 88,978
Estimated expenses 750
89,728

Note:

Scomi Marine may utilise the proceeds for repayment of borrowings and/or working capital purposes depending on its cash flow requirement and the timing of its receipt of proceeds, which is on a staggered basis.


Table 2 – The Directors of MSHH and their respective shareholdings in MSHH as at 31 December 2005 according to the Register of Directors’ Shareholdings


<-------------Direct-------------> <--------------Indirect-------------->
Directors No. of Shares % No. of Shares %

Encik Meer 24,999 99.996 (1)1 0.004

Zarida Binti Noordin 1 0.004 (2)24,999 99.996

Notes:

(1) Deemed interested by virtue of the direct interest of his spouse, Zarida Binti Noordin in MSHH pursuant to Section 122A of the Act.

(2) Deemed interested by virtue of the direct interest of her spouse, Encik Meer in MSHH pursuant to Section 122A of the Act.


Table 3 – The substantial shareholders’ shareholdings in MSHH at 31 December 2005 according to the Register of Substantial Shareholdings



<-------- Direct -------> <-------- Indirect ------->
Substantial Shareholders No. of Shares % No. of Shares %

Encik Meer Malaysian 24,999 99.996 (1)1 0.004
Zarida Binti Noordin Malaysian 1 0.004 (2)24,999 99.996

Notes:

(1) Deemed interested by virtue of the direct interest of his spouse, Zarida Binti Noordin in MSHH pursuant to Section 122A of the Act.

(2) Deemed interested by virtue of the direct interest of her spouse, Encik Meer in MSHH pursuant to Section 122A of the Act.


Table 4 – Effects of full conversion of the RCCPS on the share capital of Scomi Marine


No. of Scomi Marine Shares No. of RCCPS Issued and paid-up capital
RM 000
As at 31 December 2005 587,913,043 160,000,000 589,513
Upon full conversion of the RCCPS(1) 139,130,435 (160,000,000) 137,530
Enlarged issued and paid-up share capital 727,043,478 - 727,043

Note:

Based on the conversion ratio of 1.15 RCCPS for each Scomi Marine share.


Table 5 – Effects of full conversion of the RCCPS on the substantial shareholdings of Scomi Marine


As at 31 December 2005 Upon full conversion of the RCCPS
<---------Direct-------> <-------Indirect-------> <--------Direct--------> <-------Indirect------>
No. of Scomi Marine Shares % No. of Scomi Marine Shares % No. of Scomi Marine Shares % No. of Scomi Marine Shares %

Encik Meer (a)64,583,996 10.99 (1)839,404 0.14 64,583,996 8.88 (1)839,404 0.12

Zarida Binti Noordin 839,404 0.14 (2)64,583,996 10.99 839,404 0.12 (2)64,583,996 8.88

SCOMI* (b)173,913,043 29.58 - - 313,043,478 43.06 - -

Kaspadu Sdn Bhd - - (3)173,913,043 29.58 - - (3)313,043,478 43.06

Encik Shah - - (4)173,913,043 29.58 - - (4)313,043,478 43.06

Kamaluddin Bin Abdullah - - (4)173,913,043 29.58 - - (4)313,043,478 43.06

Chuan Hup (c)170,000,000 28.92 - - 170,000,000 23.38 - -

Peh Kwee Chim - - (5)170,000,000 28.92 - - (5)170,000,000 23.38

Notes:

* SCOMI also holds the entire 160,000,000 RCCPS.

20,000,000 Scomi Marine Shares held through RHB Capital Nominees (Tempatan) Sdn Bhd.

Held through UOBM Nominees (Tempatan) Sdn Bhd.

Held through Eng Nominees (Asing) Sdn Bhd.

(1) Deemed interested by virtue of the direct interest of his spouse, Zarida Binti Noordin in Scomi Marine pursuant to Section 122A of the Act.

(2) Deemed interested by virtue of the direct interest of her spouse, Encik Meer in Scomi Marine pursuant to Section 122A of the Act.

(3) Deemed interested by virtue of Section 6A(4) of the Act through its shareholding in SCOMI.

(4) Deemed interested by virtue of Section 6A(4) of the Act through his legal/beneficial shareholding in Kaspadu Sdn Bhd.

(5) Deemed interested by virtue of Section 6A(4) of the Act through his shareholding in Chuan Hup.


Table 6 – Effects of the Proposed Divestment on the proforma consolidated NTA of Scomi Marine


(I) (II) (III)
Consolidated Audited as at 31 December 2004 (1)Proforma After Proforma I and Proposed Divestment After Proforma II and full conversion of the RCCPS by SCOMI
RM 000 RM 000 RM 000 RM 000
Share capital
Ordinary Shares 74,000 587,913 587,913 727,043
RCCPS - 1,600 1,600 -
Share Premium - 256,887 256,887 119,357
Unappropriated profit 15,439 62,819 (2)66,530 66,530
Shareholders fund 89,439 909,219 912,930 912,930
Less: Intangible assets - (640,719) (640,719) (640,719)
NTA 89,439 268,500 272,211 272,211
NTA per share (RM) 1.21 0.46 0.46 0.37

Notes:

Based on the proforma consolidated balance sheet of Scomi Marine for the financial year ended 31 December 2004 after taking into consideration the completion of the following exercises:

(a) the acquisition by Scomi Marine from Chuan Hup (“Acquisitions”) of the following:

(i) the entire marine logistics business of Chuan Hup;
(ii) 29.07% equity interest comprising 205,000,000 ordinary shares of SGD0.05 each in CH Offshore Limited; and
(iii) 49.07% equity interest comprising 298,905,500 ordinary shares of Rp100 each in PTRT;

(b) the fund raising exercise undertaken in conjunction with the Acquisitions, comprising the following:

(i) the placement of 96,000,000 Scomi Marine Shares to institutional investors at an issue price of RM1.55 each;
(ii) the restricted issue of 173,913,043 Scomi Marine Shares to SCOMI at an issue price of RM1.15 each;
(iii) the renounceable rights issue of 74,000,000 Scomi Marine Shares on the basis of one (1) new Scomi Marine Share for each existing Scomi Marine Share held at an issue price of RM1.15; and
(iv) the issuance of 160,000,000 RCCPS to SCOMI at an issue price of RM1.00 to SCOMI; and

(c) the tender offer for the remaining shares in PTRT not already owned by Scomi Marine after the acquisition of a 49.07% equity interest in PTRT as part of the Acquisitions, of which 31.47% equity interest in PTRT was acquired upon completion.

(2) After including a proforma gain of divestment of about RM4.46 million and deducting estimated expenses of RM0.75 million for the Proposed Divestment and Proposed Modification. The computation for the proforma gain of divestment above was arrived at based on the audited accounts of Scomi Marine and the Jewellery Business for the financial year ended 31 December 2004 assuming the Proposed Divestment was completed on 31 December 2004. However, based on the unaudited accounts of Scomi Marine and the Jewellery Business as at 30 September 2005 and assuming the Proposed Divestment was completed on 30 September 2005, the Proposed Divestment is not expected to result in any gain/loss to Scomi Marine. The actual gain/loss arising from the Proposed Divestment will depend on the carrying value of the Sale Shares at the time of completion of the Proposed Divestment.