Professional Documents
Culture Documents
1. Introduction
The Board of Directors of Swiber Holdings Limited (“Swiber”, and together with its
subsidiaries, the "Swiber Group") wishes to announce that Kreuz Engineering Limited
("Kreuz Engineering"), a wholly-owned subsidiary of Swiber’s wholly-owned subsidiary
Kreuz International Pte. Ltd., has on 11 October 2007 entered into separate contracts
("Contracts"), with Thaumas Marine Ltd, to construct in four vessels ("Vessels") for Kreuz
Engineering for an aggregate sum of US$108 million (the “Consideration”) excluding the
cost of certain owner-furnished equipments (such transactions hereinafter collectively called
“Acquisition”)
The two 78-metre DP2 Subsea Support vessels and the two deepwater 70-metre 10,000
BHP (brake horsepower) AHTS vessels are expected to be delivered between last quarter of
2009 and first quarter of 2010.
The Subsea Support vessels will be outfitted with the state-of-the-art SAT system
incorporating an advanced self propelled hyperbaric rescue chamber and 100-ton heave
compensated crane. The vessels will also have a Class 2 Dynamic positioning system,
accommodations for 146 personnel and a working moonpool. These Subsea Support vessels
will complement Swiber’s existing EPCIC activities to perform subsea hardware installation
and inspection, repair, and maintenance.
The two deepwater 70-metre 10,000 BHP AHTS vessels will be the first deepwater vessels
Swiber has acquired. When delivered, the deepwater vessels will be available to international
oil and gas companies for their deep-sea operations.
The Acquisition is undertaken as part of Swiber’s commitment to expand the size of its fleet
and to enhance its offshore marine support and EPCIC capabilities as well as to allow more
efficient project co-ordination and higher cost competitiveness.
3. Consideration
The Consideration is funded by a combination of the proceeds raised from the Group’s recent
bond offering and sales and leaseback arrangement.
4. Rule 1006 of the Listing Manual of the Singapore Exchange Securities Trading Limited
("SGX-ST")
The relative figures as computed on the bases set out in Rule 1006 of the Listing Manual,
based on the latest announced unaudited consolidated accounts of the Swiber Group for the
half-year ended 30 June 2007, are as follows:
There are no net profits attributable to the Vessels because they are yet to be
constructed.
The equity securities test is not applicable to the Acquisition as no equity securities are
being issued as consideration for the Acquisition.
Having regard to the above, the Acquisition is a ‘Disclosable Transaction’ under Rule 1010 of
the Listing Manual.
5. Financial Effects
For illustrative purposes only, the financial effects based on the latest audited consolidated
financial statements for the Swiber Group for the year ended 31 December 2006 ("FY2006"):
(a) NTA
Assuming that the Acquisition had been effected at the end of FY2006, the pro forma effects
on the consolidated net tangible assets ("NTA") of Swiber for FY2006 are as follows:
(b) EPS
Assuming that the Acquisition had been effected at the beginning of FY2006, there will be no
impact on Swiber’s earnings per share for FY2006. As the Vessels are yet to be constructed,
there are no past performance records to measure their profitability for FY2006.
(1) Based on 369,000,000 issued and paid-up ordinary shares of the Company as at 31 December 2006
(2) Based on the weighted average number of shares of 280,482,192 shares in FY2006
None of the Directors or controlling shareholders of Swiber has any interest, direct or indirect,
in the Acquisition.
The initial public offering of the shares of Swiber Holdings Limited was sponsored by Westcomb
Capital Pte Ltd.