EZRA HOLDINGS LIMITED - FinanzNachrichten.de

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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. 0102236-0000004 SN:5301031.6 3
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