You are on page 1of 3

SWIBER HOLDINGS LIMITED

Company Registration Number: 200414721N

ACQUISITION OF FOUR VESSELS

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”)

2. Information and Rationale for the 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 was arrived at based on negotiations on a willing-buyer willing-seller basis


with regards to the current market conditions. It will be paid in cash by Kreuz Engineering in
stages until delivery of the constructed Vessels.

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:

(a) Net asset value test (Rule 1006(a))

The net asset value test is not applicable to the Acquisition.

(b) Net profits test (Rule 1006(b))

There are no net profits attributable to the Vessels because they are yet to be
constructed.

(c) Market capitalisation test (Rule 1006(c))

The Consideration is approximately 10.88% of Swiber’s market capitalisation of


approximately US$992.1 million (calculated in accordance with Rule 1002(5) of the
Listing Manual) as of 10 October 2007, being the date immediately preceding the date of
the Contracts.

(d) Equity securities test (Rule 1006(d))

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:

Before the Acquisition After the Acquisition


NTA (US$'000) 49,045 49,045
(1)
NTA per share (US cents) 13.29 13.29

(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.

Before the Acquisition After the Acquisition


Net Profit after tax (US$’000) 12,140 12,140
(2)
EPS (US cents) 4.32 4.32
(2)
Diluted EPS (US cents) 4.32 4.32
Notes:

(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

6. Interest of Directors and Controlling Shareholders

None of the Directors or controlling shareholders of Swiber has any interest, direct or indirect,
in the Acquisition.

7. Documents for Inspection

The Contracts may be inspected at the registered office of Swiber at 12 International


Business Park, #04-01 Cyberhub @ IBP, Singapore 609920 during normal business hours
for a period of three (3) months from the date of this announcement.

BY ORDER OF THE BOARD

Goh Kim Teck


Executive Chairman & CEO
11 October 2007

The initial public offering of the shares of Swiber Holdings Limited was sponsored by Westcomb
Capital Pte Ltd.

You might also like