MERCATOR LINES (SINGAPORE) LIMITED. (UNDER JUDICIAL MANAGEMENT) (Company Registration No N) (Incorporated in Singapore) (the Company )

Transcription

1 MERCATOR LINES (SINGAPORE) LIMITED. (UNDER JUDICIAL MANAGEMENT) (Company Registration No N) (Incorporated in Singapore) (the Company ) IMPLEMENTATION AGREEMENT FOR PROPOSED TRANSFER OF LISTING STATUS 1. Introduction 1.1 The judicial manager of the Company ( Judicial Manager ) is pleased to announce that the Company has entered into an Implementation Agreement (the Agreement ) with Nickolaos Mitropoulos and Dimitrios Podaridis (collectively, the Individual Parties ) on 3 April The Agreement sets out the terms for the proposed transfer of the Company s listing status (the Transfer ) to the Individual Parties by way of a scheme of arrangement ( Scheme ). 1.2 The Company is presently under judicial management and its shares ( Shares ) are suspended from trading. One of the Company s major intangible assets is its listing status. If the transfer is successful, it will provide some recovery to incumbent shareholders ( Shareholders ) and creditors of the Company ( Creditors ). 1.3 The Company has obtained an approval from the Singapore Exchange Securities Trading Limited ( SGX ) to extend the deadline to submit a proposal with a view to resuming trading ( Resumption Proposal ) from 28 February 2017 to 29 May The Transfer is subject to inter alia SGX s approval of the Resumption Proposal and, where required, an extension of time to submit and/or implement the Resumption Proposal. In light of the Agreement and the proposed Scheme, the Company will be making an application to the SGX for an extension of time to complete the Transfer by way of the Scheme with a view to a resumption of the trading of the Shares in due course. 2. Information on the Individual Parties 2.1 Nickolaos Mitropoulos is a 100% shareholder of Champion Commodities Pty Ltd (set out in schedule A) and Country Fresh Milk Pty Ltd (set out in schedule A). 2.2 Dimitrios Podaridis is a 100% shareholder of Champion Beverages Pty Ltd (set out in schedule A). 2.3 The Individual Parties desire to transfer their shareholdings of the above mentioned companies (directly or indirectly) into a new company to be incorporated in Singapore ( Essence Holdco ) by the Individual Parties and to seek a listing of the shares of Essence Holdco on the Catalist Board of the SGX-ST ( Listing ), by way of a transfer of the Company s existing listing status on the Mainboard of the SGX-ST to Essence Holdco ( Transfer ), in consideration of the allotment and issue of the shares in Essence Holdco, to the Company s Shareholders and Creditors, Judicial Manager or Scheme Administrator and/or any other party or parties, at the discretion of the Judicial Manager or Scheme Administrator (the Recipients ). 3. Further Information on the Transfer and the Agreement 3.1 The Transfer is envisaged to result in the listing and admission of Essence Holdco to Catalist (the Listing ), the sponsor-supervised board of the SGX. The Company s Shares will, in conjunction with the Transfer and the Listing, be delisted and withdrawn from the Main Board of the SGX. 3.2 The Company and the Individual Parties (collectively, the Parties ) agree that the Transfer shall be effected by way of the Scheme which is subjected to the satisfaction or waiver, as the case may be, of all of the conditions precedent set out in the Agreement, the allotment and issue by Essence Holdco, in conjunction with the Listing, of:

2 (a) such number of new shares in Essence Holdco as shall have an aggregate value of S$5 million, based on the compliance placement price, to the Judicial Manager or Scheme Administrator, to hold on trust for, and to distribute after the Scheme effective date ( Effective Date ) to, the Company Shareholders and Creditors, in accordance with the Scheme; and (b) such further number of shares in Essence Holdco as shall have an aggregate value of S$1 million, based on the compliance placement price, to the Judicial Manager or Scheme Administrator, to hold to the account of, and to distribute after the Effective Date to, the Judicial Manager, and the Independent Financial Adviser to the Company by way of payment in kind of their professional fees and expenses including legal expenses.; (collectively, the Consideration Shares ) 3.3 Upon the Scheme becoming effective, on the terms and subject to the conditions of the Agreement: (a) the Recipients will be entitled to receive the Consideration Shares, credited as fully paid, in the manner set out at 3.2(b) above, in full and final settlement of any claims that they may have against the Company in their capacity as the Company s Shareholders and Creditors, Judicial Manager, Independent Financial Advisor and/or Scheme Administrator; and (b) the Company will, subject to receipt of all necessary approvals and consents, including approval from the SGX-ST, transfer its listing status to Essence Holdco for the purposes of achieving the Listing and the Shares will be delisted and withdrawn from the official list of the SGX-ST, 3.4 Upon completion of the Transfer, the Consideration Shares will be listed on Catalist and shall be freely tradable. If the Company s assets were liquidated, it is unlikely that there will be any residual value available for distribution to Shareholders and Creditors. As such, the Scheme potentially offers better returns for Shareholders and Creditors, as compared to a liquidation scenario. 3.5 Completion of the Transfer is subject to various conditions precedent, including the in-principle approval(s) of the SGX for the Transfer and the Listing, the approval(s) of the Scheme of Creditors and by way of Scheme of Shareholders and/or Extraordinary-General Meeting and/or any meeting required by SGX for Shareholders, and the sanction of the Scheme by the High Court of Singapore. 3.6 The Parties have committed to an exclusivity period expiring on 3 April 2018 (the Long-Stop Date ). 4. Salient Conditions Precedent 4.1 The incorporation of Essence Holdco and the engagement by Essence Holdco of a duly authorised full sponsor ("Sponsor"), reasonably acceptable to the Company, for purposes of seeking admission to SGX Catalist by 30 April 2017 or such other date as may be agreed in writing between the Parties. 4.2 The acquisition by Essence Holdco of the entire share capital of Champion Beverages Pty Ltd, Champion Commodities Pty Ltd, and Country Fresh Milk Pty Ltd whether directly or indirectly free of any encumbrances by 29 May 2017 or such other date as may be agreed in writing between the Parties. 4.3 The acquisition by Essence Holdco of the entire share capital of a company to be acquired ( Company E ) whether directly or indirectly free of any encumbrances by 29 May 2017 or such other date as may be agreed in writing between the Parties. 4.4 The provision of the following information, to the reasonable satisfaction of the Company, as relating to Champion Beverages Pty Ltd, Champion Commodities Pty Ltd, and Country Fresh

3 Milk Pty Ltd, by the Individual Parties to the Company by 29 May 2017: (a) Financial statements of years ending 2014, 2015 and 2016 that were used for statutory purposes such as tax filings; (b) Latest set of management accounts; (c) Latest financial projections; and (d) Information memorandum outlining the business of either Champion Beverages Pty Ltd, Champion Commodities Pty Ltd, and Country Fresh Milk Pty Ltd separately or Essence group as whole. 4.5 Upon the acquisition of Company E, the provision of the information in 4.4(a) to (d), to the reasonable satisfaction of the Company, as relating to Company E, by the Individual Parties to the Company by 16 June Scheme Documents and Information Memorandum The Company will issue to Shareholders and Creditors documents containing inter alia the details and terms of the Scheme, an explanatory statement, and the notices of meetings and proxy forms (the Scheme Documents ). The Scheme Documents should be read together, and in conjunction with, the Information Memorandum to be despatched together with the Scheme Documents. 6. Information relating to or provided by the Individual Parties Information in this announcement relating to the Individual Parties has been provided by the Individual Parties or its advisers or agents, or extracted or reproduced from published or otherwise publicly available sources. The sole responsibility of the Judicial Manager has been to ensure, through reasonable enquiries, that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately and correctly reflected or reproduced in this announcement in its proper form and context. The Judicial Manager has not independently verified the accuracy and correctness of such information, and do not accept any responsibility for any information relating to or opinions expressed by or on behalf of the Individual Parties. 7. Termination Of The Implementation Agreement 7.1 Any party to the Agreement (either the Company or the Individual Parties), by notice in writing to the other Party, forthwith terminate the Agreement, at any time on or prior to the Effective Date, after prior consultation with the Securities Industry Council of Singapore ( SIC ), in the following cases: (a) if any court of competent jurisdiction or Governmental Agency has issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Scheme, the Proposal or any part thereof, or has refused to do anything necessary to permit the Scheme, the Proposal or any part thereof, and such order, decree, ruling, other action or refusal has become final and non-appealable; (b) Party"): (i) if there shall have come to the notice of the first-mentioned party ("Non Defaulting any material breach of, or any event rendering a representation or warranty of the other Party ("Defaulting Party"): (a) (b) in the case of any representation or warranty that is qualified as to materiality, untrue, incorrect or misleading in any material respect; and in the case of any representation or warranty that is not so qualified as to materiality, untrue, incorrect or misleading; or

4 (ii) any failure by or inability of the Defaulting Party to perform any of the obligations under the Agreement (in each case within the timeline prescribed herein, if any) that may be applicable to it; and provided always that, if such breach or failure is capable of remedy, such breach or failure not being remedied to the satisfaction of the Non-Defaulting Party within 30 days of the receipt of a written notice by the Defaulting Party from the Non-Defaulting Party requesting that such breach or failure be remedied; (c) upon the occurrence of a material adverse event affecting the Non-Defaulting Party on or prior to the Effective Date; (d) if the resolutions submitted to the Scheme meeting are not approved by the requisite majorities of the Shareholders and Creditors or are approved on an amended basis, where such amendment(s) is not acceptable to either the Company or Essence Holdco; (e) if the SGX-ST rejects the Company's application for the transfer of its Listing Status from the SGX Mainboard to SGX Catalist; or (f) if the SGX-ST rejects Essence Holdco's listing application or otherwise indicates that the Proposal would not be acceptable to it or approved. 7.2 For the avoidance of doubt, subject to applicable law, the Company may, by notice in writing to the Individual Parties, forthwith terminate the Agreement, at any time on or prior to the Record Date, without prior consultation with the SIC, if certain clauses in the Agreement are not met by the dates specified in those clauses or such extended date(s) as may be agreed in writing between the Parties, acting in good faith. 7.3 Any right to terminate the Agreement shall cease on the Effective Date. 7.4 In the event that a Party terminates the Agreement all further obligations of the Parties under the Agreement shall immediately be terminated and cease to be of further force and effect without further liability of any Party to the other, provided that nothing in this Clause shall release any Party from any accrued liability for any breach of the Agreement occurring before its termination, provided that: (a) if the occurrence of any of the events in 7.1 is beyond the control of the Company, termination shall be the sole and exclusive remedy of each of the Individual Parties and each of the Individual Parties shall not be entitled to make any further claim against the Company; and (b) if the occurrence of any of the events in 7.1 is beyond the control of the Individual Parties, termination shall be the sole and exclusive remedy of the Company and the Company shall not be entitled to make any further claim against the Individual Parties. 7.5 Unless the Agreement is lawfully terminated in accordance with its terms, it shall survive the performance by the Parties of their respective obligations hereunder, but always subject to its terms. 7.6 In the event that either Party intends to consult any relevant government agency in relation to the termination of the Agreement, it shall seek the other Party's consent to the content of the application, such consent shall not be unreasonably withheld. 8. Cautionary Statement The Transfer and the Listing are subject to inter alia the satisfaction of various conditions precedent, and there is no certainty as at this date whether the Transfer and the Listing can or will proceed. Shareholders are accordingly advised to exercise caution, and to refrain from taking any action in relation to their Shares until they or their advisers have considered the information set out in the Scheme Documents, the Information

5 Memorandum and further announcements released by the Company. Persons who are in doubt as to the action they should take should consult their stockbrokers, bank manager, solicitors, or other professional advisers immediately. Submitted by the Judicial Manager For and On behalf of the Company Yit Chee Wah Judicial Manager 5 April 2017

6 SCHEDULE A ESSENCE GROUP COMPANIES (1) Corporate information relating to Champion Beverages Pty Ltd: Name Champion Beverages Pty Ltd Company Registration ACN Country of Registration Commonwealth of Australia Registered Office 19 Aylward Avenue, Thomastown Vic 3074 Principal Place of Business 19 Aylward Avenue Thomastown Vic 3074 Officers Name, Identification Number & Address of each Director Auditors Company Secretary (1) Nickolaos Mitropoulos (2) Dimitrios Podaridis 58 Tuckers Road Templestowe Vic 3106 Dimitrios Podaridis 58 Tuckers Road Templestowe Vic 3106 Shares Authorised Share Capital Issued Share Capital AUD 100 Paid Up Share Capital AUD 100, 100% held by Dimitrios Podaridis

7 (2) Corporate information relating to Champion Commodities Pty Ltd: Name Champion Commodities Pty Ltd Company Registration ACN Country of Registration Commonwealth of Australia Registered Office Aylward Avenue, Thomastown Vic 3074 Principal Place of Business Aylward Avenue Thomastown Vic 3074 Officers Name, Identification Number & Address of each Director Auditors Company Secretary (1) Nickolaos Mitropoulos Nickolaos Mitropoulos Shares Authorised Share Capital Issued Share Capital AUD 100 Paid Up Share Capital AUD 100, 100% held by Nickolaos Mitropoulos

8 (3) Corporate information relating to Country Fresh Milk Pty Ltd: Name Country Fresh Milk Pty Ltd Company Registration ACN Country of Registration Commonwealth of Australia Registered Office 19 Aylward Avenue, Thomastown Vic 3074 Principal Place of Business 19 Aylward Avenue Thomastown Vic 3074 Officers Name, Identification Number & Address of each Director (1) Nickolaos Mitropoulos Auditors Company Secretary Nickolaos Mitropoulos Shares Authorised Share Capital Issued Share Capital AUD 100 Paid Up Share Capital AUD 100, 100% held by Nickolaos Mitropoulos