CH OFFSHORE LTD. (Company Registration No: 197600666D) (Incorporated in the Republic of Singapore) ("CHO" or the "Company")
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INTRODUCTION
The Board of Directors of CHO wishes to announce that CHO and its subsidiaries (together, the "CHO Group") have entered into transactions with Falcon Energy Group Limited. ("FEG") and FEG's subsidiaries (together, the "FEG Group") being interested persons transactions ("IPTs") as defined in Chapter 9 of the Listing Manual (the "Mainboard Rules") by Singapore Exchange Securities Trading Limited ("SGX-ST")) at an aggregate value of US$7,953,000 during CHO's current financial year, which have exceeded 3% of the Group's latest audited net tangible assets as at US$241,700,000 (the "FY2015 NTA").
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DETAILS OF THE INTERESTED PERSONS TRANSACTIONS
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Information on CHO
CHO is a company incorporated in Singapore and listed on the Mainboard of the SGX-ST. As at
25 January 16 and the date hereof, CHO has an issued and paid-up share capital of S$95,251,166.00 (equivalent to US$55,378,585) comprising 705,090,514 ordinary shares. CHO is an offshore support service provider in the oil and gas industry. Based on the latest annual report of CHO for the financial year ended 30 June 2015 ("FY2015"), CHO and its subsidiaries operate a fleet of 15 anchor handling tug supply vessels, of which nine (9) vessels are wholly- owned, four (4) vessels are co-owned with PT Bahtera Nusantara Indonesia in Indonesia and the remaining two (2) vessels are co-owned with Scomi Marine Berhad in Malaysia. The CHO Group has a track record of over 30 years in providing marine support services to the oil and gas industry worldwide and has customers in Southeast Asia, the Middle East, the Americas, Africa and Russia. CHO is a subsidiary company of Energian Pte. Ltd. which is in turn a wholly-owned subsidiary of FEG.
FEG is a company incorporated in Singapore and listed on the Mainboard of the SGX-ST. FEG is an established player in the oil and gas industry, providing a spectrum of services to global oil companies and contractors, from the initial exploration stage to production and post-production stage. FEG's marine division operates a fleet of offshore support vessels and accommodation work barges, mainly for the production phase of oil and gas projects. FEG's oilfield and drilling services division complements the marine division by providing agencies, logistics, procurement, general support and drilling services to a wide customer base. FEG's oilfield project division executes various projects for oil companies. FEG's resources division taps into the energy resource sector to carry out coal mining and other resources-related businesses.
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Interested Person Transactions
The CHO Group has entered into transactions relating to the provision of certain services, sub- leasing and chartering in the ordinary course of business in the CHO Group with FEG and its following subsidiaries for, amongst others:
Axus Marine Pte. Ltd.;
Motley Trio Offshore Pte. Ltd.;
Morrison Marine Services S.A.
Excel Marine S.A.;
Century Marine S.A.; and
Passiflora Capital Ltd..
FEG owns 100% of Energian Pte. Ltd., which in turn is the controlling shareholder of CHO, through its 86.7% shareholding interest in CHO.
Accordingly, the FEG Group is deemed to be the same interested person within the meaning defined in Chapter 9 of the Mainboard Rules.
The transactions listed in paragraphs (i) to (vi) above are therefore regarded as IPTs under Chapter 9 of the Mainboard Rules.
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Aggregate Value of IPTs
The table below sets out the details and the aggregate values of the Relevant Transactions, which are all the IPTs carried out by CHO during the current financial year (which began on 1 July 2015 and ends on 30 June 2016 ("FY2016")), excluding transactions less than S$100,000, that require disclosure to CHO's shareholders under of Chapter 9 of the Mainboard Rules.
The aggregate values of the Relevant Transactions set out in the table below are the aggregate values of each Relevant Transaction for the whole of FY2016.
Name of Interested Person
Details of the Relevant Transactions
Aggregate Value of the Relevant Transactions
(US$'000)
Axus Marine Pte. Ltd. (a wholly-owned subsidiary of FEG)
Purchase of vessel "FEG Merlin"
6,500
FEG
Sub-lease Agreement commencing on 20 August 2015 to 31 March 2016
173
Century Marine S.A.
Provision of management services for a vessel, Falcon Warrior
120
Passiflora Capital Ltd.
Bareboat charter of a vessel, FEG Merlin, to Passiflora Capital Ltd. for one (1) year
730
Excel Marine S.A.
Provision of management services for a vessel, SSV
120
Motley Trio Offshore Pte. Ltd.
Provision of management services for a vessel, Falcon Chief
120
Morrison Marine Services S.A.
Provision of management services for a vessel, SS3
120
Provision of commercial services to Morrison Marine Services S.A. in relation to a third party contract for a period of 140 days, with an option to extend
70
Total
7,953
Based on the CHO Group's latest audited consolidated financial statements for FY2015, FY2015 NTA was US$241,700,000. Accordingly, the total value of the Relevant Transactions set out above amounted to 3.3% of the CHO Group's FY2015 NTA.
Save as disclosed in the aforementioned paragraph, there are no other IPTs (excluding IPTs less than S$100,000) entered into by the CHO Group during FY2016 that require disclosure to CHO's shareholders under Chapter 9 of the Mainboard Rules. The total value of all IPTs (excluding IPTs less than S$100,000) entered into by the CHO Group during FY2016 that require disclosure to CHO's shareholders under Chapter 9 of the Mainboard Rules is approximately US$7,953,000.
The Relevant Transactions were carried out on an arm's length basis and on normal commercial terms.
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RATIONALE FOR THE RELEVANT TRANSACTIONS
The Relevant Transactions were entered into by the CHO Group in its ordinary course of business and/or which are necessary for the day-to-day operations of the CHO Group.
The Relevant Transactions are also part of the process of the integration of the fleets and the sharing of the operations platform of the FEG Group and the CHO Group.
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AUDIT COMMITTEE'S STATEMENT
The audit committee of the Company ("Audit Committee") has reviewed the terms of the Relevant Transactions. The Audit Committee and the Board of Directors are of the view that the Relevant Transactions were entered into on an arm's length basis and on normal commercial terms that were not prejudicial to the interests of the Company as well as its minority shareholders.
- FUTURE TRANSACTIONS
The CHO Group intends to enter into future transactions of similar nature with the FEG Group in FY2016 (the "Future Transactions"). The terms and conditions of the Future Transactions will be agreed upon between the CHO Group and the FEG Group, having regard to prevailing market rates of similar services, and will be based on normal commercial terms transacted on an arm's length basis.
The Company will seek a general mandate from shareholders for Future Transactions which are recurrent transactions, as and when required or when the need arises.
Save as disclosed above, none of the other directors or substantial shareholders of the Company has any interest, direct or indirect, in the Relevant Transactions.
By Order of the Board Lim Mee Fun Company Secretary 25 January 2016
CH Offshore Limited issued this content on 25 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 January 2016 11:43:08 UTC
Original Document: http://choffshore.listedcompany.com/newsroom/20160125_192145_C13_IMF3BLIDSLK0NDWQ.1.pdf
