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HABIB CORPORATION BERHAD (“HCB” OR “COMPANY”)

HABIB CORPORATION BERHAD

Type

Announcement
SubjectHABIB CORPORATION BERHAD (“HCB” OR “COMPANY”)

Contents :

(I) PROPOSED ACQUISITIONS;

(II) PROPOSED RIGHTS ISSUE;
(III) PROPOSED RESTRICTED ISSUE;
(IV) PROPOSED PLACEMENT;
(V) PROPOSED RCCPS ISSUE;
(VI) PROPOSED GENERAL OFFER OF THE REMAINING SHARES IN PT RIG TENDERS Tbk;
(VII) PROPOSED EXEMPTION; AND
(VIII) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF HCB

((I) TO (VIII) ABOVE ARE COLLECTIVELY KNOWN AS THE “PROPOSALS”)

We refer to the announcement dated 14 February 2005 in relation to the Proposals.

1. Supplemental Agreement

      Commerce International Merchant Bankers Berhad, on behalf of HCB, wishes to announce that HCB has today entered into a supplemental agreement (“First Supplemental Agreement”) with Chuan Hup Holdings Limited (“CH”) to revise certain terms and conditions to the sale and purchase agreement dated 14 February 2005 (“Original SPA”) relating to the lease and purchase by HCB from CH the sixteen (16) new vessels currently under construction (or have just been completed) (“New Vessels”). The salient changes to the terms of the Original SPA are as follows:
      (a) Timing of the purchase of the New Vessels
          (i) Pursuant to the Original SPA
              Subject to the relevant approvals (including the respective shareholders’ approvals of HCB and CH, if necessary) being obtained, HCB, shall procure Newco or its nominee, within a period of two (2) years from the completion of the Proposed Acquisitions (“Completion”), to purchase the New Vessels from CH (or its nominees which own the relevant New Vessels).

          (ii) Pursuant to the First Supplemental Agreement
              Subject to the relevant approvals (including the respective shareholders’ approvals of HCB and CH, if necessary) being obtained, and a definitive sale and purchase agreement being entered into between the parties in respect of each New Vessel within one (1) month from the completion of the construction of each New Vessel, HCB shall, or shall procure Newco or its nominees (each the “Purchasing Party”), to purchase from CH (or its nominees which own the relevant New Vessels), and CH shall, or shall procure its nominees which own the relevant New Vessels (each the “Selling Party”) to, sell to the Purchasing Party, each New Vessel as and when they are completed.
      (b) Pricing Formula
          (i) Pursuant to the Original SPA
              The purchase price of the New Vessels (“P”) at an aggregate price shall be computed as follows:

              P = C + SGD12,500,000 + [SGD1,250,000 X N/730]

              Where:

              C = Total actual costs (as delivered to Singapore or such other place as may be required by the charterer) in respect of all sixteen (16) New Vessels as evidenced by documents reasonably satisfactory to HCB and CH; and

              N = Number of days elapsed from Completion to the day when the New Vessels are purchased,

                  and the cost of each New Vessel (“P*”) shall be calculated as follows:
                  P* = C* + [SGD1,250,000 X N/730 X C*/C]
                  Where:

              C* = Total actual costs (as delivered to Singapore or such other place as may be required by the charterer) in respect of the relevant New Vessel as evidenced by documents reasonably satisfactory to HCB and CH.
          (ii) Pursuant to the First Supplemental Agreement
              Under the First Supplemental Agreement, the purchase price of each new Vessel (“P”) shall be computed as follows:

              P = (C + SGD12,500,000/16) + [(C + SGD12,500,000/16) X 10% X N/730]

              Where:

              C = Total actual costs (as delivered to Singapore or such other place as may be required by the Purchasing Party) in respect of the relevant New Vessel as evidenced by documents reasonably satisfactory to HCB and CH; and

              N = Number of days elapsed from Completion to the day when the Purchasing Party makes payment to the Selling Party for the purchase price of the relevant New Vessel.
      (c) Payment for the Purchase Price
          (i) Pursuant to the Original SPA

          Subject to the definitive terms for the sale and purchase of the New Vessels being finalised and agreed within one (1) month from the date of the Original SPA, HCB will pay the costs of each new New Vessel as computed in the manner set out in section (b)(i) of this announcement on the date the sale and purchase of such New Vessel is completed.
          (ii) Pursuant to the First Supplemental Agreement
              The Purchasing Party may, at its option, pay for the purchase price of each New Vessel, computed as aforesaid, either:
              (aa) at the time of transfer of ownership of such New Vessel by the Selling Party to the Purchasing Party; or
              (bb) two (2) years from Completion, provided that all the New Vessels have prior to, or on such date, been completed and duly delivered by the Selling Party to the Purchasing Party.

              In the event that the purchase price in respect of any New Vessel is not paid by the Purchasing Party to the Selling Party in accordance with section 1(c)(ii)(aa) of this announcement, the Purchasing Party shall execute and register a first priority mortgage over the said New Vessel, together with a collateral deed of covenants and an assignment of insurances (in such form as the Selling Party may agree in writing) in favour of the Selling Party on the date of transfer of ownership of such New Vessel, provided that on receipt of the full purchase price of such New Vessel by the Selling Party from the Purchasing Party, the Selling Party will accordingly procure the discharge and release of the said mortgage.
      (d) Leasing Obligations
          (i) Pursuant to the Original SPA
              Until Newco or HCB’s nominee acquires all the New Vessels and subject to the relevant approvals (including the respective shareholders’ approvals of HCB and CH, if necessary) being obtained, HCB and/or its nominee shall for a period of two (2) years from Completion commit to charter all the New Vessels (other than those already purchased) from CH upon bareboat charter terms, at a monthly charter amount equal to the monthly interest value (at the rate of 5% per annum) on the cost of construction of the relevant New Vessel as determined based on documentary evidence satisfactory to HCB and CH.
          (ii) Pursuant to the First Supplemental Agreement
              No charter arrangements in respect of the New Vessels are contemplated.
      Save as supplemented and varied by the First Supplemental Agreement, all other terms and conditions of the Original SPA shall continue in full force and effect in all other respects and be binding on HCB and CH.


2. PROPOSED PLACEMENT
      On behalf of the Board of Directors of HCB, CIMB also wishes to announce that the Company intends to place out the Placement Shares (as defined in HCB’s announcement dated 14 February 2005) at a minimum issue price of RM1.25 per ordinary share of RM1.00 each in HCB.

This announcement is dated 6 April 2005.


Announcement Info

Company NameHABIB CORPORATION BERHAD  
Stock Name HABIB    
Date Announced6 Apr 2005  
CategoryGeneral Announcement
Reference NoMM-050406-68117

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