Proposed Acquisition of All the Shares in the Capital of Singapore Cruise Centre Pte Ltd
SATS LTD. (Incorporated in the Republic of Singapore) (Company Registration No. 197201770G) PROPOSED ACQUISITION OF ALL THE SHARES IN THE CAPITAL OF SINGAPORE CRUISE CENTRE PTE LTD 1. INTRODUCTION The Board of Directors (the “Board”) of SATS Ltd. (“SATS”) is pleased to announce that its subsidiaries, SATS Airport Services Pte Ltd (“SAS”) and SATS-Creuers Cruise Services Pte. Ltd. (“SCCS”) have today entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Hazeltree Holdings Private Limited (the “Vendor”), pursuant to which the Vendor has agreed to sell, and SAS and SCCS (collectively, the “Purchasers”) have jointly agreed to purchase, all of the shares in the capital of Singapore Cruise Centre Pte. Ltd. (“SCCPL” and such shares, the “Sale Shares”). Completion (“Completion”) of the sale and purchase of the Sale Shares (the “Acquisition”) is subject to the conditions precedent (“Conditions”) set out in Section 2.4 of this Announcement being satisfied or waived. 2. THE ACQUISITION 2.1 Introduction: SCCPL is a Singapore-based cruise and ferry terminal operator. For further details on SCCPL, please refer to Section 4 of this Announcement. 2.2 Sale and Purchase Agreement: Pursuant to the terms of the Sale and Purchase Agreement, the Sale Shares will be purchased by the Purchasers free from all encumbrances, and together with all rights, dividends, entitlements and advantages attached to them as at Completion and thereafter. On Completion, the Sale Shares shall be acquired by the Purchasers in proportion to their respective contributions to the Aggregate Consideration, to be calculated as set out in Section 2.3 below.
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