EZRA HOLDINGS LIMITED - FinanzNachrichten.de

EZRA HOLDINGS LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration Number: 199901411N)
PROPOSED DIVIDEND IN SPECIE OF
UP TO 107,159,543 SHARES IN
TRIYARDS HOLDINGS PTE. LTD. (TO BE RENAMED TRIYARDS HOLDINGS LIMITED)
1. Introduction
1.1 The board of directors ("Directors") of Ezra Holdings Limited (the "Company") wishes to
announce that:
(a) the Company is proposing a restructuring (the "Restructuring Exercise") of the engineering and
fabrication business (“Engineering and Fabrication Business”) carried on by the Company and
subsidiaries which will be held by Triyards Holdings Pte. Ltd. (to be renamed Triyards Holdings
Limited) ("Triyards"), a wholly owned subsidiary of the Company; and
(b) the Company is proposing a dividend in specie ("Proposed Distribution") of approximately 33.0%
of the total number of shares in Triyards ("Triyards Shares") in issue and held directly by the
Company immediately following the Restructuring Exercise to be distributed to the shareholders of
the Company ("Shareholders").
The Company is pleased to announce that Triyards has on 24 August 2012 been granted a
conditional eligibility to list ("ETL") for the listing of Triyards on the Main Board of the Singapore
Exchange Securities Trading Limited ("SGX-ST") by way of an introduction ("Introduction").
1.2 The Proposed Distribution, which will be subject to the approval of Shareholders and such other
approvals as set out in paragraph 6 below, will be effected by way of a dividend in specie to Entitled
Shareholders (as defined in paragraph 4.1 below) in proportion to their shareholdings in the
Company, on the basis of 1 Triyards Share for every 10 ordinary shares in the share capital of the
Company ("Shares") held by Entitled Shareholders, fractional entitlements to be disregarded.
1.3 The Directors will be convening an EGM (as defined below) to seek Shareholders' approval for the
Proposed Distribution, as Article 132 of the Articles of Association of the Company prescribes that
Shareholders' approval is required for a dividend which is paid wholly or in part by the distribution
of specific assets, in particular of paid-up shares or debentures of any other company.
1.4 The Proposed Distribution is not considered a major transaction (within the meaning of Rule 1004
read with Rule 1006 of the Listing Manual of the SGX-ST ("Listing Manual")) (please refer to
paragraph below 4.4).
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1.5 No payment will be required from Shareholders for the Proposed Distribution. The Triyards Shares
will be distributed free of encumbrances and together with all rights attaching thereto on and from
the date the Proposed Distribution is effected.
1.6 The completion of the Proposed Distribution and the commencement of trading of the Triyards
Shares on the Main Board of the SGX-ST are expected to take place in the fourth quarter of 2012.
2. Information on Triyards
Triyards and its subsidiaries (the "Triyards Group") is an engineering and fabrication solutions
provider focused on the oil and gas industry. The Triyards Group offers a broad spectrum of
engineering and fabrication services from its yards in Vietnam and Houston. Its services are
marketed under the “Triyards” brand.
The services the Triyards Group provides include:
· vessel design and building services including engineering, construction and/or conversion;
· fabrication and assembly of jack-ups, offshore platforms, jacket and steel structures, and
topsides;
· vessel and rig repair and overhaul services and installation;
· design and/or fabrication of offshore equipment including specialised heavy lift cranes, winches,
A-frames, catenary anchor leg mooring buoys and deck machinery; and
· sourcing specialised products such as customised safety equipment packages, heli-decks and fire
fighting units.
The Triyards Group owns two yards in Vietnam, Saigon Shipyard Co. Ltd in Ho Chi Minh City and
Saigon Offshore Fabrication and Engineering Company Limited in Vung Tau, each measuring
approximately ten hectares. Equipped with heavy-lift gantry cranes and deepwater berths, both yards
have the capability to undertake large-scale projects to fabricate different components of fixed
platforms, as well as vessel conversion and construction.
The Triyards Group also owns a fabrication facility in Houston, USA which has in-house
engineering capabilities, fabricating specialised offshore equipment including cranes, A-frames and
winches.
To demonstrate its commitment to Triyards, the Company will undertake not to transfer or dispose
of any part of its shareholdings or shareholding interests in Triyards for a period of six months
commencing from the date of admission of Triyards to the Official List of the SGX-ST.
3. Rationale for the Introduction and the Proposed Distribution
3.1 The Proposed Distribution will enable the Company to distribute approximately 33.0% of the issued
share capital of Triyards to Entitled Shareholders. Once the Proposed Distribution is completed, the
Introduction is expected to follow shortly thereafter.
3.2 The Directors believe that the Introduction will enhance the public image of Triyards both locally
and internationally. In particular, the Introduction will benefit Entitled Shareholders by allowing
them to realise the net tangible economic benefits as set out below, and it would unlock value and
reward Entitled Shareholders. The Company would not be similarly able to reward Entitled
Shareholders if Triyards were to seek a listing by way of an initial public offering.
0102236-0000004 SN:5301031.6 2

3.3 Investment flexibility for Entitled Shareholders
Following the Restructuring Exercise, the Proposed Distribution and the Introduction, Entitled
Shareholders will become direct shareholders of Triyards. The Restructuring Exercise, the Proposed
Distribution and the Introduction will enable Entitled Shareholders to individually and directly
participate in the ownership of, and enjoy returns from, shares held in two separately listed
companies without any additional cash outlay. Entitled Shareholders who decide not to keep the
Triyards Shares can opt to sell all or such numbers of Triyards Shares as the Entitled Shareholders
may in their absolute discretion decide in the open market upon the listing of Triyards on the Official
List of the SGX-ST, or to any potential buyers.
3.4 Financial independence and direct access to capital markets
Although each division of the Company and its subsidiaries (the "Ezra Group") is currently
managed as a separate and independent entity within their business segment, banks and other
financial institutions perceive the Ezra Group as one entity with its divisions as being
indistinguishable.
Following the Restructuring Exercise, the Proposed Distribution and the Introduction, both the Ezra
Group and the Triyards Group will be analysed and valued on their own respective merits, risks and
strategies. For example, the Triyards Group may, following the Restructuring Exercise, the Proposed
Distribution and the Introduction, be better able to raise funds so as to benefit from specific
economic conditions but would be able to exclude specific risks that the Ezra Group may be exposed
to.
The separation of operations and management will provide financial independence to both the Ezra
Group and the Triyards Group to facilitate future access into the capital markets for debt and equity
funding to pursue future growth opportunities.
3.5 The Company intends to continue to participate in the growth of the Engineering and Fabrication
Business
It is intended that the Company will retain a majority control of approximately 67.0% in Triyards
immediately after the Restructuring Exercise, the Distribution and the Introduction. Prior to the
Restructuring Exercise, the Proposed Distribution and the Introduction, the Triyards Group had been
a profitable business division of the Ezra Group and following the Restructuring Exercise, the
Proposed Distribution and the Introduction, Entitled Shareholders will be able to continue to
participate in the growth of the Ezra Group as well as the Triyards Group through the Ezra Group's
shareholding interest in the Triyards Group.
3.6 The Ezra Group will focus on its subsea services and offshore support services divisions and also
benefit from the growth and geographical expansion of the Triyards Group
The Restructuring Exercise, the Proposed Distribution and the Introduction will enable the Triyards
Group to independently access the capital markets and grow and expand its business independently
of the Ezra Group which will continue to focus on its other divisions, namely its subsea services
division and its offshore support services division. This will enable the Triyards Group to expand
into new markets, which would in turn benefit the existing divisions of the Ezra Group such as its
offshore services division as they could use the Triyards Group as a platform to expand their
business presence into these new markets. For example, markets like Brazil have certain local
content requirements for foreign offshore oil and gas services providers to operate in their waters,
hence having fabrication facilities in these markets would help the Ezra Group meet these regulatory
local content requirements to operate in these regions.
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4. Details of the Proposed Distribution
4.1 Shareholders will be entitled to the Proposed Distribution if they hold Shares on the date on which
the Register of Members of the Company is closed (the "Books Closure Date") to determine their
entitlements to the Triyards Shares pursuant to the Proposed Distribution (such Shareholders,
"Entitled Shareholders").
4.2 As at the date of this Announcement, the Company has an issued and paid up share capital of
approximately US$490.1 million comprising 973,529,408 Shares (excluding 4,366,680 treasury
shares). The Company has issued two tranches of convertible bonds with an aggregate principal
amount of US$150 million ("Convertible Bonds") which are currently outstanding, which can be
converted into 98,066,028 Shares. As at the date of this Announcement, none of the Convertible
Bonds has been converted into Shares.
The Proposed Distribution will be effected by way of a dividend in specie to Entitled Shareholders
on the basis of 1 Triyards Share for every 10 Shares held by an Entitled Shareholder, fractional
entitlements to be disregarded. Triyards Shares which would otherwise be distributed to Overseas
Shareholders (as defined in paragraph 7.1 below) pursuant to the Proposed Distribution may be dealt
with in the manner described in paragraph 7 below.
Assuming that all the Convertible Bonds have been converted into Shares on or before the Books
Closure Date, and assuming there will not be any rounding up or down of the number of Triyards
Shares to be distributed to each Entitled Shareholder who holds odd-lots of Shares under the
Distribution, up to 324,725,890 Triyards Shares will be issued by Triyards immediately prior to the
Distribution and up to 107,159,543 Shares (representing approximately 33.0% of Triyard's issued
and paid up capital) will be distributed to Entitled Shareholders. Immediately following the
Restructuring Exercise, the Distribution and the Introduction, and assuming all of the Convertible
Bonds have been converted into Shares on or before the Books Closure Date, the Company will have
a direct interest of 217,566,347 Triyards Shares, representing 67.0% of Triyard's issued and paid-up
share capital following the Distribution.
The Triyards Shares will be distributed to Entitled Shareholders free of encumbrances and together
with all rights attached to them on and from the date of the Proposed Distribution.
4.3 Entitled Shareholders who receive odd lots of Triyards Shares pursuant to the Proposed Distribution
and who wish to trade such odd lots on the SGX-ST should note that an application will be made to
the SGX-ST to set up a temporary counter for the trading of Triyards Shares in board lots of 100
Triyards Shares for a period of one calendar month from the date of commencement of trading in
Triyards Shares on the SGX-ST for their convenience. Odd lots of Triyards Shares can be traded on
the Unit Share Market, which allows for trading of odd lots with a minimum of one share. Further
details of the application will be set out in the Circular (as defined in paragraph 9.1 below).
0102236-0000004 SN:5301031.6 4

4.4 The relative figures in relation to the Proposed Distribution computed on the applicable bases of
comparison in respect of Rule 1006 of the Listing Manual, based on the audited consolidated
financial statements of the Ezra Group and the pro forma unaudited financial statements of the
Triyards Group as at 31 August 2011 respectively are as follows:
Rule
1006
Bases Ezra Group as
at 31 August
2011
(US$’000)
(a) Net asset value of the assets to be
disposed of, compared with the Ezra
Group's net asset value
(b) The profit before tax and before
non-controlling interests
attributable to the assets disposed
of, compared with the Ezra Group's
net profits
(c) The aggregate value of the
consideration given or received,
compared with Ezra's market
capitalisation based on the total
number of issued shares excluding
treasury shares
(d) The number of equity securities
issued by Ezra as consideration for
the acquisition, compared with the
number of equity securities
previously in issue.
Notes:
0102236-0000004 SN:5301031.6 5
Proposed
Distribution of
33.0% in Triyards
(US$’000)
845,581 24,016 (1)
49,010 3,529 (2)
809,200 (3)
27,800 (4)
Relative
Figures
(%)
2.8
7.2
3.4
Not applicable Not applicable Not
applicable
(1) Based on approximately 33.0% of the Triyards Group pro forma consolidated net asset value as at 31
August 2011 amounting to approximately US$72.8 million.
(2) Based on approximately 33.0% of the Triyards Group pro forma consolidated profit before tax for the
year ended 31 August 2011 amounting to approximately US$10.70 million.
(3) Based on S$1.04, being the volume weighted average price of the Shares on the SGX-ST on 24 August
2012, the last market day before the date of this announcement and an assumed exchange rate of
US$1/S$1.25.
(4) Being the aggregate consideration under the Restructuring Exercise.
As none of the relative figures under Rule 1006 exceeds 20.0%, the Proposed Distribution does not
constitute a major transaction for the Company as defined in Chapter 10 of the Listing Manual.

5. Financial Effects
Purely for illustrative purposes only, the pro forma financial effects of the Proposed Distribution on
selected financial measures and ratios of the Ezra Group are set out below, and have been computed
based on the latest audited consolidated financial statements of the Ezra Group for the financial year
ended 31 August 2011. The financial effects are based on, inter alia, the following assumptions:
(a) The Company's post-restructuring shareholding in Triyards is diluted by approximately 33.0% as
a result of the Proposed Distribution (thereby resulting in its shareholding interest being reduced
to approximately 67.%;
(b) the transaction costs incurred for the Restructuring Exercise and the Proposed Distribution are
insignificant and ignored for computational purposes;
(c) the Restructuring Exercise had been effected on 1 September 2010, being the start of the latest
audited complete financial year; and
(d) the Proposed Distribution of approximately 33.0%. or approximately US$24.0 million is based
on the pro forma consolidated net asset value of the Triyards pro forma Group as at 31 August
2011 of approximately US$72.8 million.
5.1 Share Capital
There are no pro forma financial effects arising from the Proposed Distribution on the share capital
of the Company as at 31 August 2011. The share capital of the Company before and after the
Proposed Distribution as at 31 August 2011 is as follows:-
Issued share capital : US$394.9 million
Number of Issued Shares (excluding treasury shares): 862,603,733
5.2 Net Tangible Assets ("NTA")
The pro forma financial effects of the Proposed Distribution on the NTA per Share of the Ezra
Group as at 31 August 2011 are as follows:
NTA (US$’000) (1)
Number of Shares (3)
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Ezra Group before
the Proposed
Distribution
(Audited)
Ezra Pro Forma
Group after the
Proposed
Distribution
(Unaudited)
674,221 650,205 (2)
973,529,408 973,529,408
NTA per Share (US cents) 69.26 66.79
Notes:-
(1) Adjusted to remove goodwill and other intangible assets

(2) NTA after the Proposed Distribution was derived by deducting approximately 33.0% of the Triyards
Group pro forma consolidated NTA as at 31 August 2011 amounting to approximately US$72.8
million.
(3) Includes the new shares arising from the placement of 110,000,000 Shares in the Company in March
2012 but excludes treasury shares and the outstanding shares granted under the Ezra Employee Share
Plan.
5.3 Earnings
The pro forma financial effects of the Proposed Distribution on the Ezra Group’s net profit
attributable to owners of parent are as follows:
0102236-0000004 SN:5301031.6 7
Ezra Group
before the
Proposed
Distribution
(Audited)
Ezra Pro Forma
Group after the
Proposed
Distribution
(Unaudited)
Net profits attributable to owners of parent (1) (US$ '000) 40,361 37,567
EPS (US cents) 4.15 3.86
Notes:
5.4 Gearing
(1) Net profit attributable to owners of parent after the Proposed Distribution was derived by deducting
approximately 33.0% of the Triyards Group pro forma consolidated profit after tax for the year ended
31 August 2011 amounting to approximately US$8.47 million.
The pro forma financial effects of the Proposed Distribution on the Ezra Group’s gearing as at 31
August 2011 are as follows:-
Ezra Group before
the Proposed
Distribution
(Audited)
Ezra Pro Forma
Group after the
Proposed
Distribution
(Unaudited)
Total borrowings (US$'000) 930,812 930,812
Total Equity (excluding non-controlling interests)
(US$'000)
Gearing Ratio (times) (1)
Notes:-
845,581 821,565 (2)
1.1 1.1
(1) Gearing ratio is defined as the ratio of borrowings to total equity. “Borrowings” refers to the
aggregate amount of liabilities arising from borrowings from banks and financial institutions.

(2) Total equity (excluding non-controlling interests) after the Proposed Distribution was derived by
deducting approximately 33.0% of the Triyards Group pro forma total equity as at 31 August 2011
amounting to approximately US$72.8 million.
6. Approvals
6.1 The Proposed Distribution and the Introduction are conditional upon, inter alia:
(a) The approval of Shareholders for the Proposed Distribution at an extraordinary general meeting of
the Company ("EGM") to be convened
(b) Compliance with procedural requirements under the Companies Act
(c) The fulfilment of the conditions stipulated by the SGX-ST in its ETL Letter, namely:
(i) Compliance with the SGX-ST's listing requirements;
(ii) Compliance with the shareholding spread and distribution guidelines under Rule 210(1)(a)
of the Listing Manual;
(iii) Compliance with the requirements under Rules 113(2) and 210(5)(a) of the Listing Manual
in relation to sponsorship and director disclosures;
(iv) Pre-quotation disclosure of information as required by the SGX-ST (which will be conveyed
to Triyards); and
(v) Submission of certain confirmations and undertakings from Triyards, its directors its
auditors and the issue manager for the Introduction, Oversea-Chinese Banking Corporation
Limited.
(d) Such other approvals, authorisations, consents and confirmations from the regulatory authorities as
may be required or advisable and the same remaining in force, including without limitation, such
approvals from the SGX-ST and other third parties being obtained for or in connection with the
Restructuring Exercise, the Proposed Distribution and the Introduction.
(e) In the case of the Proposed Distribution and Introduction, the completion of the Restructuring
Exercise.
7. Overseas Shareholders
7.1 For practical reasons and in order to avoid violating applicable securities laws outside Singapore, the
Triyards Shares will not be distributed to Entitled Shareholders whose registered addresses (as
recorded in the Register of Members of the Company or in the Depository Register maintained by
The Central Depository (Pte) Limited ("CDP")) for the service of notice and documents are outside
Singapore as at the Books Closure Date ("Overseas Shareholders") and who have not at least five
market days prior thereto provided the Company’s Share Registrar (Boardroom Corporate &
Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623)
or CDP, as the case may be, with addresses in Singapore for the service of notices or documents in
accordance with the foregoing.
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7.2 Arrangements will be made for the distribution of the Triyards Shares which would otherwise have
been distributed to such Overseas Shareholders to be distributed to such person(s)as the Directors
may appoint, who shall sell these Triyards Shares and thereafter distribute the aggregate amount of
the net proceeds, after deducting all dealing and other expenses in connection therewith,
proportionately among such Overseas Shareholders according to their respective entitlements to
Triyards Shares as at the Books Closure Date in full satisfaction of their rights to the Triyards
Shares.
7.3 Where the net proceeds to which any particular Overseas Shareholder is entitled is less than S$10.00,
such net proceeds shall be retained for the benefit of the Company, and no Overseas Shareholder
shall have any claim whatsoever against the Company or CDP in connection therewith.
7.4 For the avoidance of doubt, even if an Overseas Shareholder has provided a Singapore address as
aforesaid, the distribution of Triyards Shares to him will be subject to compliance with applicable
securities laws outside Singapore to the extent reasonably practicable.
8. Interests of Directors and Substantial Shareholders
8.1 Interests of Directors
Based on the Register of Director's Shareholdings, as at the date of this Announcement, the interests
of the Directors in the Shares are as follows:
Name of Director No. % (1)
Lee Kian Soo (2)
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Direct Interest Deemed Interest
15,050,000 1.55
Koh Poh Tiong 348,000 0.04
Lee Chye Tek Lionel (3)
Adarash Kumar A/L Chranji Lal
Amarnath
184,790,384 18.98 36,465,920 (4)
7,888,070 0.81
Wong Bheet Huan 449,033 0.05
Tay Chin Kwang 449,033 0.05
No. % (1)
Notes:
(1) Based on the 973,529,408 Shares in issue (excluding 4,366,680 treasury shares) as at the date of this
Announcement.
(2) Mr. Lee Kian Soo, the Executive Chairman of the Company, is the father of Mr. Lee Chye Tek Lionel.
(3) Mr. Lee Chye Tek Lionel, the Group Managing Director of the Company, is the son of Mr. Lee Kian
Soo.
(4) Mr. Lee Chye Tek Lionel is deemed interested in the 36,465,920 Shares, comprising 3.75%, held by Jit
Sun Investments Pte Ltd due to his shareholding in Jit Sun Investments Pte Ltd.
Save as disclosed in the table above, none of the Directors has any direct or deemed interest in the
share capital of the Company or any of its subsidiaries.
3.75

8.2 Interests of Substantial Shareholders.
Based on the Register of Substantial Shareholders, as at the date of this Announcement, the interests
of the Substantial Shareholders in the Shares are as follows:
Direct Interest Deemed Interest
Name of Substantial
Shareholder No. % (1)
No. % (1)
Jit Sun Investments Pte Ltd 36,465,920 3.75
Aker Solutions Cyprus Limited 72,477,214 7.44
Aker Solutions AS 72,477,214 (2)
Kjell Inge Rokke 72,477,214 (3)
The Resource Group TRG AS 72,477,214 (3)
TRG Holding AS 72,477,214 (3)
Aker ASA 72,477,214 (3)
Aker Holding AS 72,477,214 (3)
Aker Solutions ASA 72,477,214 (3)
Aker O&G Group AS 72,477,214 (3)
Mondrian Investment Partners
Limited
0102236-0000004 SN:5301031.6 10
7.44
7.44
7.44
7.44
7.44
7.44
7.44
7.44
71,283,000 7.32
Notes:
(1) Based on the 973,529,408 Shares in issue (excluding 4,366,680 treasury shares) as at the date of this
Announcement.
(2) As Aker Solutions Cyprus Limited is a wholly owned subsidiary of Aker Solutions AS, Aker Solutions
AS has a deemed interest in the 72,477,214 shares of Aker Solutions Cyprus Limited.
(3) Aker Solutions AS, Kjell Inge Rokke, The Resource Group TRG AS, TRG Holding AS, Aker ASA,
Aker Holding AS, Aker Solutions ASA and Aker O&G Group AS are deemed to be interested in the
72,477,214 shares issued to Aker Solutions AS.
Save as disclosed in the table above, none of the Substantial Shareholders has any direct or deemed
interest in the share capital of the Company or any of its subsidiaries.
9. Further Information
9.1 A circular to Shareholders ("Circular") in relation to the Proposed Distribution, together with a
notice of the EGM to be convened, as well as the Introductory Document, will be despatched to
Shareholders in due course.
9.2 In the meantime, Shareholders are advised to refrain from taking any action in relation to their
Shares which may be prejudicial to their interests until they or their advisers have considered the

information in the Introductory Document and the Circular, as well as the recommendations to be set
out in the Circular.
9.3 Oversea-Chinese Banking Corporation Limited has been appointed as the financial adviser on the
Proposed Distribution and as the Issue Manager for the proposed listing of Triyards.
BY ORDER OF THE BOARD
Ezra Holdings Limited
Yeo Keng Nien
Company Secretary
27 August 2012
0102236-0000004 SN:5301031.6 11