1 CIMC RAFFLES OFFSHORE (SINGAPORE) LIMITED ...

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.
THE MATERIAL SET OUT HEREIN IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER FOR SALE
OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES DESCRIBED HEREIN MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT AND ANY APPLICABLE STATE LAWS. THERE IS NO INTENTION TO REGISTER ANY PORTION OF
ANY OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED
STATES. PLEASE SEE “IMPORTANT NOTICE” AT THE END OF THIS ANNOUNCEMENT.
CIMC RAFFLES OFFSHORE (SINGAPORE) LIMITED
(FORMERLY KNOWN AS YANTAI RAFFLES SHIPYARD LIMITED)
(Incorporated in Singapore on 7 March 1994)
(Registration Number 199401560D)
ANNOUNCEMENT
RESULTS OF THE RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE
Unless otherwise defined, all terms used herein shall bear the same meanings as in the
Offering Circular dated 15 July 2010.
1. RESULTS OF THE RIGHTS ISSUE
1.1 Entitled Registered Shareholders
The board of directors of CIMC Raffles Offshore (Singapore) Limited (“CIMC Raffles”)
wishes to announce that, as at the close of the Rights Issue on 2 August 2010, valid
acceptances and excess applications for a total of 154,910,852 Rights Shares were
received from Entitled Registered Shareholders or their renouncees. This represents
approximately 113.25% of the total number of Rights Shares that were available under
the Rights Issue. This includes acceptance and excess application for an aggregate of
136,782,500 Rights Shares by CIMC Offshore Holdings (both as Registered
Shareholder and as VPS Shareholder through the VPS Registrar) pursuant to its
Irrevocable Undertaking, representing approximately 88.30% of the total number of
Rights Shares accepted and applied for pursuant to excess applications received under
the Rights Issue.
Details of the valid acceptances of and excess applications for the Rights Shares
received from Entitled Registered Shareholders or their renouncees are as follows:
(a)
(b)
valid acceptances (including the acceptance by the VPS Registrar as
Registered Shareholder on behalf of VPS Shareholders) were received for a
total of 130,231,364 Rights Shares, representing approximately 95.21% of the
total number of Rights Shares available under the Rights Issue; and
an excess application was received from CIMC Offshore Holdings for an
aggregate of 24,679,488 Rights Shares, representing approximately 18.04% of
the total number of Rights Shares available under the Rights Issue. No Entitled
Registered Shareholder other than CIMC Offshore Holdings applied for excess
Rights Shares under the Rights Issue.
An aggregate of 130,231,364 Rights Shares will be allotted in full to all Entitled
Registered Shareholders who validly accepted their provisional allotment of Rights
Shares under the Rights Issue.
An aggregate of 6,551,136 Rights Shares which were not accepted by Entitled
Registered Shareholders or their renouncees, or not allotted or otherwise taken up
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pursuant to the Rights Issue, will be available to satisfy excess applications by Entitled
Registered Shareholders. As CIMC Offshore Holdings was the only Entitled
Registered Shareholder who applied for excess Rights Shares, CIMC Offshore
Holdings will be allotted an aggregate of 6,551,136 Rights Shares pursuant to its
excess application under the Rights Issue.
1.2 Entitled VPS Shareholders
An aggregate of 65,649,850 Rights Shares were provisionally allotted to the VPS
Registrar under the Rights Issue. Valid acceptances and excess applications for a total
of 61,906,315 Rights Shares were received by the VPS Registrar from Entitled VPS
Shareholders or their purchasers. This represents approximately 94.30% of the total
number of Rights Shares that were provisionally allotted to the VPS Registrar under the
Rights Issue.
Details of the valid acceptances of and excess applications for the Rights Shares
received by the VPS Registrar from Entitled VPS Shareholders or their purchasers are
as follows:
(a)
(b)
valid acceptances were received for a total of 61,793,315 Rights Shares,
representing approximately 94.13% of the total number of Rights Shares
provisionally allotted to the VPS Registrar; and
excess applications were received for a total of 113,000 Rights Shares,
representing approximately 0.17% of the total number of Rights Shares
provisionally allotted to the VPS Registrar.
As valid acceptances and excess applications were received by the VPS Registrar for
such number of Rights Shares which was less than the total number of Rights Shares
provisionally allotted to the VPS Registrar, all Entitled VPS Shareholders or their
purchasers will be allotted the number of Rights Shares which they validly accepted
and applied for pursuant to excess applications in full.
2. Shareholding Interest of CIMC Offshore Holdings after the Rights Issue
Prior to the Rights Issue, CIMC Offshore Holdings held directly and indirectly an
aggregate of 224,206,025 Shares.
Pursuant to its acceptances and excess application (both directly as Registered
Shareholder and indirectly through the VPS Registrar) under the Irrevocable
Undertaking, CIMC Offshore Holdings will be allotted directly and indirectly an
aggregate of 118,654,148 Rights Shares, representing approximately 86.75% of the
total number of Rights Shares available under the Rights Issue.
Following the close of the Rights Issue and the issue of the Rights Shares, CIMC
Offshore Holdings will hold directly and indirectly an aggregate of 342,860,173 Shares,
representing approximately 83.55% of the total number of 410,347,500 issued Shares
(after taking into account the issue of the Rights Shares).
3. Use of Proceeds
The total number of 136,782,500 Rights Shares available under the Rights Issue will be
allotted and issued in full, and the Company will raise from the Rights Issue net
proceeds of approximately US$100.3 million (“Net Proceeds”) after deducting
estimated expenses of approximately US$0.2 million.
The Net Proceeds will be used by the Company to improve the facilities at its existing
shipyards and to build new shipyards, to strengthen its balance sheet structure, and for
future investments and working capital requirements.
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4. ISSUE OF THE RIGHTS SHARES
CIMC Raffles expects to issue an aggregate of 136,782,500 Rights Shares pursuant to
the Rights Issue on or around 13 August 2010, and arrangements will be made to
despatch the share certificates in respect of the 136,782,500 Rights Shares to the
relevant Entitled Registered Shareholders or their renouncees thereafter.
CIMC Raffles expects that the relevant number of Rights Shares will be credited into
the VPS accounts of the relevant Entitled VPS Shareholders or their purchasers on or
about 16 August 2010. Trading of the Rights Shares on the NOTC is expected to
commenced on or around 16 August 2010.
BY ORDER OF THE BOARD
MAI BO LIANG
Chairman
12 August 2010
About CIMC Raffles Offshore (Singapore) Limited
CIMC Raffles Offshore (Singapore) Limited was incorporated in 1994 in Singapore, and was
admitted to the NOTC, which is administered by the Norwegian Securities Dealers Association,
in 2006. CIMC Raffles Offshore (Singapore) Limited is able to produce a wide range of offshore
marine facilities, including semi-submersible drilling rigs, jack-up drilling rigs, heavy lift carriers,
pipelay vessels, fall pipe vessels, accommodation barges, platform supply vessels, floating
production storage and off-loading vessels, floating storage and off-loading vessels, permanent
floating production units and anchor handling supply tug vessels.
Investor Contact
Andrew Lai
Company Secretary
CIMC Raffles Offshore (Singapore) Limited
Tel: (+65) 6408 7900
Email: andrew.lai@kcpartnership.com
Marketing & Corporate Communications Manager
CIMC Raffles Offshore (Singapore) Limited
Fax: (+86) 535 682 8419
Email: ir@cimc-raffles.com
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IMPORTANT NOTICE
This Announcement is for information purposes only and does not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of any offer to acquire, the Rights, the VPS Subscription Rights or
the Rights Shares or to take up any entitlements to Rights Shares, in any jurisdiction in which such an offer,
invitation or solicitation is unlawful. No person should acquire any Rights, VPS Subscription Rights or Rights
Shares except on the basis of the information contained in the Offering Circular.
The information contained in this Announcement should not be distributed, forwarded to or transmitted in or into
any jurisdiction where to do so might constitute a violation of applicable securities laws or regulations.
The issue, exercise or sale of rights and the acquisition or purchase of Rights Shares are subject to specific
legal or regulatory restrictions in certain jurisdictions. CIMC Raffles assumes no responsibility in the event there
is a violation by any person of such restrictions.
The distribution of this Announcement, the Offering Circular, the provisional allotment letters and/or the VPS
subscription form into jurisdictions other than Singapore or Norway may be restricted by law. Persons into
whose possession this Announcement and such other documents come should inform themselves about and
observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Neither the content of CIMC Raffles’ website nor any website accessible by hyperlinks on the CIMC Raffles’
website is incorporated in, or forms part of, this Announcement.
This Announcement may contain or incorporate by reference “forward-looking statements” regarding the belief
or current expectations of CIMC Raffles, the Board and other members of its senior management about the
CIMC Raffles’ businesses and the transactions described in this Announcement. Generally, words such as
‘‘may’’, ‘‘could’’, ‘‘will’’, ‘‘expect’’, ‘‘intend’’, ‘‘estimate’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘plan’’, ‘‘seek’’, ‘‘continue’’ or
similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of
future performance. Rather, they are based on current views and assumptions and involve known and unknown
risks, uncertainties and other factors, many of which are outside the control of CIMC Raffles and are difficult to
predict, that may cause actual results to differ materially from any future results or developments expressed or
implied from the forward-looking statements. Such risks and uncertainties include the effects of continued or
increasing volatility in international financial markets, economic conditions both internationally and in individual
markets in which the CIMC Raffles Group operates, and other factors affecting the level of the CIMC Raffles
Group’s business activities and the costs and availability of financing for the CIMC Raffles Group’s activities.
Any forward-looking statement contained in this Announcement based on past or current trends and/or activities
of the CIMC Raffles Group should not be taken as a representation that such trends or activities will continue in
the future. No statement in this Announcement is intended to be a profit forecast or to imply that the earnings of
CIMC Raffles for the current year or future years will necessarily match or exceed the historical or published
earnings of CIMC Raffles. Each forward-looking statement speaks only as of the date of the particular statement.
CIMC Raffles expressly disclaims any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statements contained herein to reflect any change in CIMC Raffles’ expectations with
regard thereto or any change in events, conditions or circumstances on which any such statement is based.
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