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EOC Limited (The “Company”)

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EOC Limited (The “Company”) CIRCULAR DATED 7 AUGUST 2014 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Circular is issued by EOC Limited (the “Company”). If you are in any doubt as to the action that you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your ordinary shares in the capital of the Company, you should immediately forward this Circular, the Notice of Extraordinary General Meeting and the enclosed Proxy Form immediately to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for onward transmission to the purchaser or transferee. A copy of this Circular is available on the newswire service of Oslo Børs at www.newsweb.no. This Circular is not a prospectus and has neither been inspected nor approved by Oslo Børs or the Financial Supervisory Authority of Norway (Finanstilsynet) in accordance with the rules that apply to prospectuses. This Circular has been prepared solely in the English language. This Circular shall not constitute an offer to sell or a solicitation of an offer to buy shares or other securities of the Company. This Circular is issued to shareholders of the Company (“Shareholders”) solely for the purpose of convening the Extraordinary General Meeting and seeking their approval for the resolutions to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approvals sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur. EOC LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: 200702224N) CIRCULAR TO SHAREHOLDERS in relation to (I) THE PROPOSED BUSINESS COMBINATION (AS DEFINED HEREIN); (II) THE ALLOTMENT AND ISSUE OF 280,133,252 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY (THE “CONSIDERATION SHARES”) AT THE PRICE OF NOK 8.18 PER NEW SHARE TO EZRA HOLDINGS LIMITED (“EZRA”); (III) THE PROPOSED ISSUE AND OFFERING OF THE NEW SHARES (ASSUMING EXERCISE OF THE OVER-ALLOTMENT OPTION IN FULL) TO BE CARRIED OUT IN CONJUNCTION WITH THE PROPOSED SECONDARY LISTING OF THE COMPANY’S SHARES ON THE MAIN BOARD OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED; (IV) THE PROPOSED ADOPTION OF THE EOC EMPLOYEE SHARE PLAN; AND (V) THE PROPOSED WHITEWASH RESOLUTION FOR THE WAIVER OF THE RIGHT OF THE INDEPENDENT SHAREHOLDERS (AS DEFINED HEREIN) TO RECEIVE A MANDATORY GENERAL OFFER FROM EZRA AND ITS CONCERT PARTIES FOR ALL THE SHARES NOT ALREADY OWNED OR CONTROLLED BY EZRA AND ITS CONCERT PARTIES. FINANCIAL ADVISER TO THE COMPANY INDEPENDENT FINANCIAL ADVISER INDEPENDENT FINANCIAL ADVISER TO THE DIRECTORS OF EOC LIMITED TO THE INDEPENDENT DIRECTORS OF EOC LIMITED IN RESPECT OF THE PROPOSED IN RESPECT OF THE PROPOSED BUSINESS COMBINATION WHITEWASH RESOLUTION PROVENANCE CAPITAL PTE. LTD. (Incorporated in the Republic of Singapore) (Company Registration Number: 200309056E) IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form with DNB Bank ASA : 18August2014at10.00a.m. (Singapore time) DateandtimeofExtraordinaryGeneralMeeting : 22August2014 at 10.00 a.m. (Singapore time) PlaceofExtraordinaryGeneralMeeting : 15HoeChiangRoad #29-01 Tower Fifteen Singapore 089316 CONTENTS Page DEFINITIONS........................................ ................... 2 LETTERTO SHAREHOLDERS............................... .............. 8 1. INTRODUCTION ..................................... ............... 8 2. THE PROPOSED BUSINESS COMBINATION................... ........... 12 3. THE ALLOTMENT AND ISSUE OF THE CONSIDERATION SHARES . 14 4. THEPROPOSEDOFFERING .............................. ............ 14 5. RATIONALE FOR THE PROPOSED TRANSACTION ............... ......... 17 6. THE PROPOSEDADOPTION OFTHE PLAN..................... ......... 18 7. FINANCIALEFFECTS................................. ............... 21 8. THEWHITEWASHRESOLUTION........................... ............ 36 9. FURTHERINFORMATION............................... .............. 40 10. RECOMMENDATION OF DIRECTORS ....................... ............ 41 11. ABSTENTION FROM VOTING............................ .............. 43 12. EXTRAORDINARY GENERAL MEETING ..................... ............ 43 13. CONSENT ......................................... ................ 43 14. DOCUMENTS FOR INSPECTION.......................... ............. 44 NOTICE OF EXTRAORDINARY GENERAL MEETING . ........... 45 APPENDIX A LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS OF EOC LIMITED IN RELATION TO THE PROPOSED WHITEWASH RESOLUTION......................................... A-1 APPENDIX B INFORMATION ON THE OSS COMPANIES AND OVERVIEW OF THE ENLARGEDGROUP ...................................... B-1 APPENDIX C CERTIFICATE OF VALUATION BY R.S. PLATOU (ASIA) PTELTD.... C-1 APPENDIX D LETTER FROM FEARNLEY SECURITIES AS DATED 5 AUGUST 2014. D-1 APPENDIX E RULES OF THE EOC PERFORMANCE SHARE PLAN. E-1 APPENDIX F INDEPENDENT AUDITOR’S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION OFTHE ENLARGED GROUP..................... F-1 PROXY FORM 1 DEFINITIONS In this Circular, the following definitions apply throughout unless otherwise stated: % : Per centum or percentage Additional Shares : Such number of new Shares representing not more than 20.0% of the total Offer Shares, which may be issued if the Over-allotment Option is exercised in full Allotment : The allotment and issue of 280,133,252 Consideration Shares at an issue price of NOK 8.18 per Consideration Share to Ezra Announcement : Announcement made by the Company on 10 July 2014 in respect of the Proposed Business Combination, the Proposed Offering and the Whitewash Resolution Announcement Date : 10 July 2014, being the date of the Announcement Business Combination : The business combination agreement dated 10 July 2014 Agreement entered into between the Company and Ezra in relation to the Proposed Business Combination Circular : This circular dated 7 August 2014 Code : The Singapore Code on Take-overs and Mergers 2012 Companies Act : Companies Act, Chapter 50 of Singapore Company : EOC Limited Completion : Completion of the Proposed Business Combination Completion Date : The date on which completion of the Proposed Business Combination is to take place Conditions Precedent : The conditions precedent to the Completion, as more particularly set out in paragraph 2.5 of this Circular Consideration Shares : 280,133,252 ordinary new shares in the capital of the Company Controlling Shareholder : A person or entity who:– (a) holds directly or indirectly 15.0% or more of the total number of issued shares excluding treasury shares in the Company; or (b) in fact exercises control over the Company. DBS or Underwriter : DBSBankLtd. 2 DEFINITIONS Directors : The directors of the Company as at the date of this Circular and Director shall mean any one of them EGM : The extraordinary general meeting of the Company to be held on 22 August, notice of which is set out on pages 45 to 49 of this Circular Enlarged Group : The Group together with the OSS Companies following completion of the Proposed Business Combination Ezra : Ezra Holdings Limited Ezra Group : Ezra and its subsidiaries Fearnley : Fearnley Securities AS, independent financial adviser to the Directors in respect of the Proposed Business Combination FY : The financial year of the Company ended or ending 31August Group : The Company and its subsidiaries IFA : Provenance Capital Pte. Ltd., independent financial adviser to the Independent Directors in respect of the proposed Whitewash Resolution Independent Directors : The Directors who are considered independent for the purposes of making the recommendation to Independent Shareholders in relation to the Whitewash Resolution, being the Directors, save for Mr Lee Kian Soo and Mr Lee Chye Tek Lionel Independent : The Shareholders who are deemed to be independent for the Shareholders purpose of the Whitewash Resolution, being the Shareholders other than Ezra and its concert parties Latest Practicable Date : 1 August 2014, being the latest practicable date prior to the dispatch of this Circular Market Day : Aday on which the Oslo Børs is open for trading in securities Member : Persons who are registered as holders of Shares in the Register of Members of the Company NAV : Net asset value New Shares : Up to 210,000,000 new ordinary shares in the capital of the Company, comprising the Offer Shares and the Additional Shares (assuming the Over-allotment Option is exercised in full) 3 DEFINITIONS Offer Price : The offer price per New Share in the Proposed Offering Offer Shares : Such number of new ordinary shares in the capital of the Company to be issued by the Company in connection with the Proposed Offering Offshore Support : The offshore support services division of Ezra which owns, Services or OSS operates and manages a fleet of 44 offshore vessels and provides ship management services for third party vessels OSS Companies : The following companies: (a) Aries Warrior AS; (b) Aries Warrior DIS; (c) Bayu Emas Maritime Sdn Bhd; (d) Bayu Intan Offshore Sdn Bhd; (e) Emas Offshore (Labuan) Bhd; (f) Emas Offshore (M) Sdn Bhd; (g) Emas Offshore (Thailand) Ltd; (h) Emas Offshore Pte. Ltd.; (i) Emas Offshore Services (Australia) Pty Ltd; (j) Emas Offshore Services
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