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Proposed Acquisition of All the Shares in the Capital of Singapore Cruise Centre Pte Ltd

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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. The Purchasers will acquire the Sale Shares in the following proportions (in relation to each Purchaser, its “Relevant Proportion”): 2.2.1 SAS: 9,204,545 Sale Shares representing approximately 92 per cent. of the Sale Shares; and 2.2.2 SCCS: 795,455 Sale Shares representing approximately 8 per cent. of the Sale Shares. 2.3 Consideration: 2.3.1 The Sale Shares will be acquired at an aggregate consideration (the “Aggregate Consideration”) of S$110,000,000 to be paid by each Purchaser to the Vendor on Completion in proportion to its Relevant Proportion, as follows: (i) SAS shall pay S$101,250,000; and (ii) SCCS shall pay S$8,750,000. 1 2.3.2 The Purchasers and the Vendor (the “Parties”, and each, a “Party”) have agreed that there will be no adjustment to the Aggregate Consideration whatsoever, save for adjustments made pursuant to good faith discussions between the Parties in the event of (i) the occurrence of an agreed material adverse event or (ii) the imposition of certain directions by the Competition Commission of Singapore (the “CCS”), each of which would otherwise entitle the Purchasers to terminate the Sale and Purchase Agreement. 2.3.3 The Aggregate Consideration was arrived at after arm’s length negotiations on a willing-buyer, willing-seller basis, and is to be satisfied wholly in cash. In arriving at the Aggregate Consideration, the Purchasers have taken into account, inter alia, current market conditions and the business prospects of SCCPL. 2.3.4 In the event that SCCS fails to complete the Acquisition on the terms and conditions set out in the Sale and Purchase Agreement for any reason whatsoever through no fault of the Vendor, SAS shall undertake to make payment of SCCS’ Relevant Proportion of the Aggregate Consideration and the Vendor shall undertake to sell and transfer SCCS’ Relevant Proportion of the Sale Shares to SAS free from all encumbrances and the Vendor and SCCS shall have no further claims against each other. 2.4 Conditions Precedent: Pursuant to the terms of the Sale and Purchase Agreement, the Acquisition is subject to and conditional upon, inter alia, the following Conditions being satisfied or waived: 2.4.1 the approval of the shareholders of SATS for all resolutions as may be necessary or incidental to approve, implement or effect the Acquisition (on and subject to the terms and conditions of the Sale and Purchase Agreement) (“Shareholders’ Approval”) having been obtained; 2.4.2 the receipt of the decision of the CCS that the Acquisition does not and/or will not infringe the prohibition under Section 54 of the Competition Act, Chapter 50B of Singapore, on terms satisfactory to the Parties; and 2.4.3 the receipt by SCCPL of, pursuant to condition 23 of SCCPL’s Public Licence for Port Services and Facilities, the written approval of the Acquisition by the Maritime and Port Authority of Singapore. 2.5 Long-Stop Date: The long-stop date for the satisfaction of the Conditions (the “Long-Stop Date”) is 31 March 2014 or such other date falling on or before 30 September 2014 as the Parties may mutually agree in writing. 3. INFORMATION ON THE PURCHASERS 3.1 Purchasers: SAS is a wholly-owned subsidiary of SATS. In turn, SAS holds 60 per cent. of all the shares in the capital of SCCS, which is a joint venture between SATS and Creuers Del Port De Barcelona S.A. (“Creuers”). Creuers holds the remaining 40 per cent. of all the shares in the capital of SCCS. SCCS manages and operates the Marina Bay Cruise Centre Singapore. No change in the respective percentage shareholdings of SAS and Creuers in SCCS is contemplated to result from the Acquisition. 2 3.2 Call Option: In connection with the Acquisition, SAS has granted a call option to SCCS, pursuant to which SCCS has the right to acquire such number of Sale Shares from SAS required to increase the shareholding of SCCS to 50.25 per cent. of the total number of Sale Shares, at a price per Sale Share equal to the price per Sale Share represented by the Aggregate Consideration (“Call Option”). The Call Option will be exercisable on 31 March 2014, and will expire if not exercised by 5.00 p.m. (Singapore time) on that date. 4. INFORMATION ON SCCPL 4.1 SCCPL: SCCPL is a private limited company incorporated in Singapore in 2003. It is a Singapore-based terminal operator which manages and operates the award-winning international cruise terminal and regional ferry terminal at HarbourFront Centre, in addition to two ferry terminals at Tanah Merah and Pasir Panjang. It has a profitable business, reporting revenue of S$45 million for the financial year ended 31 March 2013. 4.2 Asset Value: As at 31 March 2013 and 30 June 2013 respectively, the book value of the Sale Shares was approximately S$62,789,000 and S$66,422,000 and the net tangible asset value of the Sale Shares was approximately S$21,627,000 and S$26,644,000. 4.3 Net Profits: For the financial year ended 31 March 2013 (“FY2012-13”) and the financial period ended 30 June 2013 respectively, the net profit of SCCPL was approximately S$16,716,000 and S$4,482,000. 5. RATIONALE FOR THE ACQUISITION 5.1 The Acquisition will grow SATS’ position as a premier gateway services provider more widely, both in Singapore and Asia Pacific. SCCPL’s ferry terminal management business will also be a compelling fit with SATS’ gateway capabilities. 5.2 SATS will connect its operations at Changi Airport with the SCCPL in order to enhance the service experience of cruise lines and their passengers. By extending its Cruise-Fly™ and Fly-Cruise products to SCCPL, more passengers will be able to enjoy convenient, seamless transfers to and from Changi Airport. There will also be opportunities for SATS to provide gateway and ship supplies provisioning services to support more cruise lines, hence creating strong homeport opportunities for Singapore. 5.3 As SCCPL complements SCCS’ current cruise terminal operations, the combined entity will have the potential to improve efficiencies, optimise the efficient utilisation of berths and resources, and attract more cruise lines to choose Singapore as a regional homeport. The combined entity will also work with industry stakeholders to jointly promote Singapore as a regional cruise hub. 5.4 The positive outlook for the cruise sector in Singapore and the region presents attractive opportunities for SATS, with encouraging trends in both cruise ship arrivals and passenger throughput. As the world’s major cruise lines increase their presence in Asia, regional cruise terminals are expanding to capture the growing demand for cruise travel. With the Acquisition, the combined entity will be well-positioned to compete with the regional cruise terminals to benefit from this growth. 3 6. FINANCIAL EFFECTS AND FUNDING 6.1 Assumptions: The pro forma financial effects of the Acquisition on the net tangible assets (“NTA”) per share and the earnings per share (“EPS”) of SATS and its subsidiaries (the “Group”), as set out below, are prepared purely for illustrative purposes only and do not reflect the actual financial position of the Group post-Acquisition. The pro forma financial effects have been prepared based on the audited consolidated statements of the Group for FY2012-13. 6.2 NTA: For illustrative purposes and assuming that the Acquisition had been effected on 31 March 2013, the pro forma financial effects on the consolidated NTA of the Group for FY2012-13 are as follows: Before the After the After the Acquisition Acquisition Acquisition (Call Option (Call Option Not Exercised) Exercised) NTA (S$ million) 1,119 1,032 1,047 NTA1 per share (Singapore cents) 100.5 92.6 94.0 6.3 Earnings: For illustrative purposes only and assuming the Acquisition had been effected on 1 April 2012, the pro forma financial effects on the consolidated earnings of the Group for FY2012-13 are as follows: Before the After the After the Acquisition Acquisition Acquisition (Call Option (Call Option Not Exercised) Exercised) Profits after tax and minority interest 185 194 191 (S$ million) EPS2 (Singapore cents) 16.6 17.5 17.2 6.4 Funding: 6.4.1 It is currently contemplated that SATS, through SAS and SCCS, will be funding its portion of the Aggregate Consideration through internal cash resources.
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