Scomi monopoli projek Petronas, Umno-MCA bergolak?
SCOMI Group Bhd yang dimiliki oleh anak .... memahami bagaimana skandal dan tindakan merampas projek-projek mega oleh keturunan Pak Lah?
Isu Scomi dan anak terkaya?
Pelbagai lagi artkel nda boleh jumpa di internet berkaitan dengan isu scomi?
benarkah marilah kita ikuti pendekatan yang berkaitan dengan doument sulit scomi yang boleh di siasat dan boleh di ambil iktibar
Berikut adalah perjanjian divestment scomi yang di dapati di;
announcements.bursamalaysia.com/.../
SCOMI GROUP BHD (“SCOMI” OR THE “COMPANY”)
PROPOSED DIVESTMENT OF 19.9% IN THE RESPECTIVE CLASSES OF THE SHARE CAPITAL IN SCOMI OILFIELD LIMITED (“SOL”) TO STANDARD CHARTERED PRIVATE EQUITY LIMITED (“SCPEL”) FOR A TOTAL CASH CONSIDERATION OF USD99.50 MILLION (“PROPOSED DIVESTMENT”)
1. INTRODUCTION
On behalf of the Board of Directors of SCOMI, CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad) (“CIMB”) wishes to announce that SCOMI proposes to divest 19.9% in the respective classes of the share capital in SOL, a direct subsidiary of SCOMI, to SCPEL for a cash consideration of USD99.50 million. To faciliatet the Proposed Divestment, KMC Oiltools Bermuda Limited (“KMCOB”), a direct subsidiary of SCOMI, will be made a wholly-owned subsidiary of SOL through a restructuring exercise to be undertaken.
Further information in relation to the above is set out below.
2. DETAILS OF THE PROPOSED DIVESTMENT
On 9 March 2007, SCOMI entered into a conditional share and purchase agreement with SCPEL (“Agreement”) for the proposed divestment of 19.9% in the respective classes of the share capital of SOL to SCPEL for a total cash consideration of USD99,500,000, subject to the terms and conditions of the Agreement. At this juncture, the exact number of shares in SOL to be issued under the Proposed Divestment will be determined later. However, SCPEL will be effectively acquiring 19.9% in each respective class of the share capital of SOL. SOL currently has four (4) classes of share capital consisting ordinary share of USD1.00 each (“SOL Ordinary Share”), A preference shares of USD1.00 each (“SOL A Preference Share”), B preference shares of USD1.00 each (“SOL B Preference Share”) and C preference shares of USD1.00 each (“SOL C Preference Share”). For reference, the SOL Ordinary Shares, SOL A Preference Shares, SOL B Preference Shares and SOL C Preference Shares to be divested under the Proposed Divestment are collectively referred herein as the “SOL Sale Shares”.
Prior to the completion of the Proposed Divestment, SCOMI will undertake an internal restructuring exercise whereby KMCOB will be made a wholly-owned subsidiary of SOL and KMCOB will continue to be the holding company for its group of companies.
Further information of the Proposed Divestment is set out below.
2.1 Salient Terms of the Agreement
The salient terms of the Agreement for the Proposed Divestment are as follows:
(a) SOL Sale Shares
Subject to the terms and conditions of the Agreement, SCOMI shall sell as legal and beneficial owner and SCPEL, relying on the Warranties (as defined below), shall purchase the SOL Sale Shares, free from all Encumbrances (as defined below) and together with all rights, dividends, entitlements and advantages as of and including the completion date of the Agreement.
SCPEL shall not be obliged to complete the purchase of any of the SOL Sale Shares unless the purchase of all the SOL Sale Shares is completed simultaneously.
“Warranties” mean representations, warranties and undertakings made by SCOMI contained or referred to in the Agreement.
“Encumbrance” means any mortgage, assignment of receivables, debenture, lien, hypothecation, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third-party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect.
(b) Conditions
Completion of the sale and purchase of the SOL Sale Shares is conditional upon amongst others, the following conditions having been fulfilled (or waived by SCPEL):
i. the completion of the restructuring exercise whereby KMCOB will be made a wholly-owned subsidiary of SOL and KMCOB will continue to be the holding company of its group of companies; and delivery of a prescribed completion certificate confirming the completion of the restructuring exercise;
ii. SCOMI obtaining the approval of the Securities Commission of Malaysia (“SC”) and SCOMI’s shareholders in a general meeting for the sale of the SOL Sale Shares on the terms and subject to the conditions of the Agreement pursuant to the listing rules of the Bursa Malaysia Securities Berhad;
iii. SOL having:
(aa) amended its By-Laws to include the terms and rights of the SOL A Preference Shares, the SOL B Preference Shares and the SOL C Preference Shares whereby the SOL A Preference Shares shall have the same rights, privileges and interests as the “A” preference shares of USD1.00 each in KMCOB (“KMCOB A Preference Shares”); the SOL B Preference Shares shall have the same rights, privileges and interests as the “B” preference shares of USD1.00 each in KMCOB (“KMCOB B Preference Shares”), and the SOL C Preference Shares shall have the same rights, privileges and interests as the “C” preference shares of USD1.00 each in KMCOB (“KMCOB C Preference Shares”); and
(bb) evidence of the acquisition by SOL all the issued share capital of KMCOB as at the date of the Agreement from SCOMI and issuing as consideration therefrom to SCOMI the relevant number of SOL Ordinary Shares, SOL A Preference Shares, SOL B Preference Shares and SOL C Preference Shares;
iv. the audited revenue of SOL Group for the financial year ended 31 December 2006 being equal to or exceeding USD314,000,000 and the audited profit after tax and minority interest (“PATMI”) for the financial year ended 31 December 2006 being equal to or exceeding USD15,000,000;
v. consents and approvals required for the sale of the SOL Sale Shares and to give effect to the Agreement contemplated under the Agreement;
vi. the receipt by SCPEL of a legal opinion in such form and substance acceptable to SCPEL relating to the legality, validity and enforceability of the Agreement and any ancillary documents under Bermuda laws;
vii. the receipt by SCPEL of a legal opinion in such form and substance acceptable to SCPEL relating to the legality, validity and enforceability of the Agreement and any ancillary documents under Malaysian laws;
viii. there being no order, requirement, statement or notice, given, issued, made or served at any time prior to the completion date of the Agreement by any government or any other competent authority in relation to the nationalisation, sequestration, seizure or appropriation of the business (or any part thereof) or any of the assets of SOL or any of KMCOB’s principal subsidiaries, save where such will have material adverse effect on the cap as a whole;
ix. there not having been at any time hereafter any material adverse change, or any development or performance relating to SOL, KMCOB and its subsidiaries (“SOL Group”) likely to lead to a material adverse change in the business, financial position or performance of SOL Group taken as a whole which results in the PATMI of SOL Group as reflected in the Management Accounts (as defined below) being less than the sum which is the product of USD1,500,000 and the number of calendar months encompassed within the Management Accounts (as defined below);
x. the Warranties being complied with, and remaining true, accurate and correct and not misleading in any respect at the completion of the sale and purchase of the SOL Sale Shares (“Completion”), as if repeated at Completion and at all times between the date of this Agreement and Completion;
xi. delivery to SCPEL of the unaudited management accounts, together with the working papers, of the SOL Group prepared on a consolidated basis for the period commencing on the day after the 31 December 2006 and ending on the last day of the month immediately preceding the date when all the conditions precedent (other than the condition specified in Section 2.1(b)(ix)) shall have been fulfilled or waived by SCPEL, as prepared by the management of SOL (“Management Accounts”);
xii. there being no material differences between the audited consolidated accounts of SOL Group for the financial period ended 31 December 2006 (including, without limitation, the contents of the notes in relation thereto) and the draft accounts other than consolidation adjustments in accordance with International Financial Reporting Standards;
xiii. SCPEL having completed, to its satisfaction, all requirements of Standard Chartered Bank plc in relation to the latter’s Know-Your-Customer practices, procedures and SCPEL and Standard Chartered Bank plc being satisfied, with the results thereof;
xiv. delivery to SCPEL of an irrevocable and unconditional undertaking by each of Kaspadu Sdn Bhd and Onstream Marine Sdn Bhd in favour of the sale of the SOL Sale Shares by SCOMI at the extraordinary general meeting of SCOMI to be convened for such purpose; and
xv. prior permission or approval of the Bermuda Monetary Authority (“BMA”) which is required before any issue or transfer of shares in a Bermuda company.
(c) Disposal Consideration
The SOL Sale Shares shall be sold to SCPEL for a total cash consideration of USD99,500,000 (“Disposal Consideration”).
The Disposal Consideration is based on a valuation of USD500,000,000 for SOL Group. The Disposal Consideration of USD99,500,000 is subject to an adjustment based on the earnings performance of SOL Group for the financial years ending 31 December 2007 and ending 31 December 2008, subject to a minimum valuation of USD416,000,000.
The adjustment to the Disposal Consideration, if any, shall be satisfied via SCOMI delivering additional existing SOL Ordinary Share, SOL A Preference Share, SOL B Preference Share and SOL C Preference Share held by SCOMI to SCPEL.
The Disposal Consideration shall be satisfied by SCPEL by the payment thereof to SCOMI on completion of the Agreement.
For the purpose of determining the adjustment to the Disposal Consideration, SCOMI shall deliver to SCPEL the audited financial statements of SOL for the financial year ending 31 December 2008 on a date (“Final Account Date”) falling not later than 31 May 2009.
Assignment
SCOMI agrees that SCPEL shall be entitled to assign the benefit of the Warranties and any cause of action in connection therewith and all or part of its rights or transfer all or part of its obligations under the Agreement to (i) any co-investor with SCPEL within a period of four (4) months from the completion; or (ii) any related corporation of SCPEL.
The Vendor may not assign or transfer all or part of its rights and obligations under this Agreement.
(e) Liabilities to be Assumed
SCOMI will not assume any liabilities of SCPEL and/or any third party pursuant to the Proposed Divestment. SCPEL will also not assume any liabilities of SCOMI, SOL, KMCOB and/or any third party pursuant to the Proposed Divestment.
2.2 Basis for arriving at the Disposal Consideration
The Disposal Consideration is arrived at on a willing buyer-willing seller basis after taking into consideration the following:
the terms and conditions of the Agreement;
the track record and the prospects of KMCOB in the industry; and
the existing financial positions and potential of KMCOB.
3. RATIONALE FOR THE PROPOSED DIVESTMENT
The Proposed Divestment will enable SCOMI to raise gross proceeds amounting to USD99.50 million, which SCOMI may utilise to settle its current debt and for working capital purposes. The utilisation of proceeds for settling its current debt may assist in improving SCOMI’s gearing to a more comfortable level.
4. BACKGROUND INFORMATION
4.1 SCPEL
SCPEL was incorporated in Hong Kong as a limited company under the Companies Ordinance on 26 April 1998 under the name of Galoma Limited. It changed its name to Standard Chartered Asia Development Capital Limited on 21 June 1989. It assumed its present name on 26 June 2000.
The authorised share capital of SCPEL is USD5,000,000 comprising 5,000,000 ordinary shares of USD1.00 each, out of which 1,000,000 ordinary shares are issued and paid-up.
SCPEL is a wholly-owned subsidiary of Standard Chartered Asia Limited, which is ultimately wholly-owned by Standard Chartered plc. SCPEL is the private equity arm of Standard Chartered Bank, which invests in mid to late stage companies in need of expansion capital or acquisition finance, and in management buy-outs.
The present Directors of SCPEL are Karamjit Butalia, Alastair Morrison, Andrew Dawson and Julian Fong.
4.2 KMCOB
KMCOB was incorporated in the British Virgin Islands on 9 August 1990 as a company limited by shares under the name of Antah Risjad Ltd. It changed its name to Oiltools International Limited on 16 October 1990. It discontinued its existence as a company in the British Virgin Islands and was registered in Bermuda as a private company limited by shares on 11 August 1998 under the same name. KMCOB assumed its present name on 9 December 2004.
The present authorised share capital of KMCOB is USD22,000,000 comprising 11,000,000 KMCOB Ordinary Shares, 975,000 “A” KMCOB Preference Shares, 10,000,000 “A” KMCOB Preference Shares and 25,000 “C” KMCOB Preference Shares. The issued and paid-up share capital of KMCOB consists of 10,512,364 KMCOB Ordinary Shares, 968,910 “A” KMCOB Preference Shares, 10,000,000 “B” KMCOB Preference Shares and 20,740 “C” KMCOB Preference Shares.
For the financial year ended 31 December 2005, KMCOB registered an audited consolidated profit after tax and minority interest of USD60.85 million and its audited net assets as at 31 December 2005 is USD76.72 million.
KMCOB is presently a wholly-owned subsidiary of SCOMI. Upon the completion of the restructuring exercise under the Proposed Divestment, KMCOB shall become a wholly-owned subsidiary of SOL, which in turn is currently a wholly-owned subsidiary of SCOMI.
KMCOB is principally an investment holding company. The principal activities of the KMCOB group of companies are provision of oilfield equipment, supplies and services.
4.3. SOL
SOL was incorporated in Bermuda on 6 March 2007 as a company limited by share.
The authorised share capital of SOL is USD22,000,000 comprising the following:
(a) 11,000,000 SOL Ordinary Shares;
975,000 SOL A Preference Shares;
10,000,000 SOL B Preference Shares; and
25,000 SOL C Preference Shares.
The current issued and paid-up share capital of SOL is USD10,000 comprising 10,000 ordinary shares of USD1.00 each.
SOL is principally an investment holding company. SOL is presently a wholly-owned subsidiary of SCOMI. Upon completion of the restructuring exercise under the Proposed Divestment, SOL shall become the holding company of KMCOB.
5. INVESTMENT OF SCOMI IN SOL AND KMCOB
As the Proposed Divestment is deemed a divestment of KMCOB, the information on the cost and date of investment will be based on SCOMI’s investment in KMCOB. The total cost of investment by SCOMI for all its existing ordinary shares and preference shares in KMCOB is USD111.79 million (after including the estimated obligations under the Pianca Put and Call Options) and the date of these investments made by SCOMI is between 1 July 2004 and 30 November 2006. In this regard, the cost of investment of SCOMI for the SOL Sale Shares is deemed to be USD22.25 million.
6. UTILISATION OF THE PROCEEDS
The proceeds from the Proposed Divestment is expected to be utilised for the repayment of borrowings and working capital purposes as well as defraying the expenses incurred in relation to the Proposed Divestment, as set out in Table 1.
7. EFFECT OF THE PROPOSED DIVESTMENT
7.1 Share Capital and Shareholdings of Major Shareholders
The Proposed Divestment will not have any effect on the issued and paid-up share capital and shareholdings of major shareholders of SCOMI.
7.2 Earnings
The gain arising from the Proposed Divestment will depend on, amongst others, the net assets of KMCOB and SOL and the expenses incurred in connection with the Proposed Divestment.
Solely for illustrative purposes only, based on:
the proforma unaudited consolidated net assets of SOL as at 31 December 2006;
exchange rate of RM3.53 to USD1.00; and
assuming SOL has been incorporated on 31 December 2006,
the Proposed Divestment is expected to result in a gain on disposal to SCOMI as follows:
(a) approximately RM206.65 million (after netting estimated expenses of RM10.59 million), representing approximately RM0.20 per share based on the number of ordinary shares of SCOMI (net of treasury shares) as at 31 December 2006, assuming a Disposal Consideration based on a valuation of USD500,000,000; or
(b) approximately RM147.64 million (after netting estimated expenses of RM10.59 million), representing approximately RM0.15 per share based on the number of ordinary shares of SCOMI (net of treasury shares) as at 31 December 2006, assuming a Disposal Consideration based on a valuation of USD416,000,000.
After the completion of the Proposed Divestment, the contribution from SOL/KMCOB to the earnings of SCOMI Group will be diluted in the future.
7.3 Net Assets (“NA”), NA per share and Gearing
The proforma effect of the Proposed Divestment on the NA, NA per share and gearing of SCOMI is set out in Table 2.
8. APPROVALS REQUIRED
The Proposed Divestment is conditional to the approvals from the following:
(a) the SC;
(b) the bondholders of SCOMI;
(c) the shareholders of SCOMI;
(d) the Bermuda Monetary Authority;
(e) the lenders (where applicable); and
(f) any other relevant authorities/bodies/parties.
9. DEPARTURE FROM THE SC’S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES (“SC GUIDELINES”)
To the best of knowledge of the Board of Directors of SCOMI, the Proposed Divestment does not result in any departure from the SC Guidelines.
10. DIRECTORS AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors or major shareholders of SCOMI and/or persons connected with them has any interest, direct or indirect, in the Proposed Divestment other than their respective entitlement (if any) as a shareholder of SCOMI.
11. STATEMENT BY THE DIRECTORS
After having considered all aspects of the Proposed Divestment, the Directors of SCOMI are of the opinion that the Proposed Divestment is in the best interest of SCOMI.
12. ADVISER
CIMB has been appointed as the Adviser to SCOMI for the Proposed Divestment in respect of the Malaysian regulatory requirements.
As at 31 January 2007, Dato’ Hamzah Bakar is an independent, non-executive director of SCOMI and CIMB.
However, this does not give rise to any conflict of interest for CIMB to act as Adviser to SCOMI in relation to the Proposed Divestment.
13. TIMEFRAME
The application to the relevant authorities will be made within three (3) months from the date of this announcement. The Proposed Divestment is expected to be completed in the first half of 2007.
14. OTHER INFORMATION
In view of the Proposed Divestment, the proposed listing of KMCOB, as announced on 9 August 2006, will be deferred to a later date until further notice by SCOMI.
15. DOCUMENT FOR INSPECTION
The Agreement is available for inspection at SCOMI’s registered office located at Suite 5.03, 5th Floor, Wisma Chase Perdana, Off Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia during the normal business hours from Mondays to Fridays (except for public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 9 March 2007.
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