1. INTRODUCTION
The Board of Directors (“Board”) of Bumi Armada wishes to announce that its wholly owned subsidiary, Bumi Armada Marine Holdings Limited (“BAMHL”), has, together with Shapoorji Pallonji Oil and Gas Private Limited (“SPOG”), a wholly owned subsidiary of Shapoorji Pallonji And Company Private Limited (“SPCL”) and Cypress Energy Company Limited (“CECL”) established a joint venture (“JV”) company known as Bumi Armada Shapoorji Pallonji Ghana Limited (“BASPG”), on 5 June 2017 in Ghana. The certificate of incorporation of BASPG was received by the Company on 10 June 2017.
The establishment of BASPG is regarded as a related party transaction under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“LR”) as it involves the interests of a former Director of Bumi Armada, Mr. Shapoorji Pallonji Mistry (“Mr. Shapoor”) by virtue of him being a director of Bumi Armada within the preceding 6 months of the date on which BASPG was established. Further details of his interests are set out in section 6 below.
2. DETAILS OF THE JV
The JV arrangement is for the purpose of combining the capabilities and expertise of BAMHL, SPOG and CECL (collectively, "Parties") with the intention of ultimately securing the award of a floating, production, storage and offloading (“FPSO”) project in Ghana.
(i) Information on the Parties
a) BAMHL
BAMHL was incorporated as a BVI business company in British Virgin Islands under the BVI Business Companies Act, 2004 on 10 April 2015 under its present name and its principal activities is investment holding.
As at 14 June 2017, the authorised share capital of BAMHL is 50,000 shares with a par value of USD1.00 each. The issued and paid-up share capital of BAMHL is 10,000 shares of USD1.00 each.
b) SPOG
SPOG was incorporated in India under the laws of India on 14 August 2012 as Cosima Properties Private Limited. The name of the company has been changed from Cosima Properties Private Limited to Shapoorji Pallonji Oil and Gas Private Limited with effect from 19 May 2015.
Its principal activities consist of engineering, procurement, fabrication, construction, installation and commissioning services for offshore and onshore oil and gas exploration and production industry and for vessels/ facilities used for liquefaction of natural gas, storage, transportation and regasification of liquefied natural gas, to provide operation and maintenance services for floating vessels used for offshore oil and gas production, processing and storage, and for LNG carriers.
SPOG is a wholly owned subsidiary of SPCL, the ultimate beneficiary owners of which are Mr. Shapoor and his brother, Mr. Cyrus Pallonji Mistry. The SPCL Group of Companies is a large conglomerate with multiple business segments, with over 23,000 employees and an annual group turnover of USD4 billion.
As at 14 June 2017, the authorised share capital of SPOG is INR 2505,05,00,000 comprising 125,00,50,000 ordinary shares of INR 10 each and 1255,00,000 Preference Shares of INR 100 each. The issued and paid-up share capital of SPOG is INR 734,55,67,980 comprising 1,06,06,798 ordinary shares of INR 10 each and 7,23,95,000 Preference Shares of INR 100 each.
b) CECL
CECL was incorporated as a limited liability company in Ghana under the Ghana Companies Act 1963 (Act 179) on 26 March 2013 under its present name. As at 14 June 2017, the authorised shares of CECL is GHC 1,000,000 and the stated and paid up capital is GHC 200,000.
The principal activity of CECL is the marketing of offshore field and support services.
(ii) Information on BASPG
BASPG was incorporated as a limited liability company in Ghana under the Companies Act, 1963 (Act 179) on 5 June 2017.
The authorised shares of BASPG is 1,000,000 and its issued shares is 223,000. The stated capital of BASPG is GHS 1,003,500. BASPG is 45% held by BAMHL, 45% held by SPOG and 10% held by CECL.
The principal activities of BASPG is floating, production, storage and offloading development.
3. RATIONALE FOR THE ESTABLISHMENT OF BASPG
The JV arrangement will enable the Bumi Armada Group to expand and carry out its business, as well as mitigate its financial and project risk exposure in respect of any FPSO project awarded, by leveraging on the parties’ strong history and experience in fabrication and construction related activities and the local experience.
4. EFFECTS OF THE ESTABLISHMENT OF BASPG
The establishment of BASPG will not have any effects on the issued and paid-up share capital of Bumi Armada and the substantial shareholdings in Bumi Armada.
The establishment of BASPG will not have any material effects on the earnings per share, net assets per share and gearing of the Group for the year ending 31 December 2017.
5. APPROVALS REQUIRED
The establishment of BASPG is not subject to the shareholders of Bumi Armada’s approval and/or any regulatory authorities.
6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
Save as disclosed below, none of the Directors, major shareholders or persons connected with them has any interest, direct or indirect, in the establishment of BASPG.
Mr. Shapoor was previously a Non-Independent Non-Executive Director of Bumi Armada. He resigned from the Board on 21 February 2017. He is also a director and major shareholder of SPCL. Therefore, Mr. Shapoor is deemed to be interested in the establishment of BASPG by virtue of his directorship in Bumi Armada within the preceding 6 months of the date on which BASPG was established. As at the date of this announcement, Mr. Shapoor does not have any direct and/or indirect interest in Bumi Armada shares.
Mr Shapoor had abstained from deliberations and voting on the establishment of BASPG at the relevant Board meetings of Bumi Armada when he was still a director of Bumi Armada.
Mr Ravi Shankar Srinivasan who was the alternate director of Mr Shapoor, had also resigned from the Board on 21 February 2017, was also not involved in any deliberations and voting on the establishment of BASPG at the relevant Board meetings of Bumi Armada.
7. DIRECTORS’ STATEMENT
The Board (save for Mr Shapoor and Mr Ravi Shankar Srinivasan, who had abstained from all deliberations and voting on the establishment of BASPG), having considered all aspects of the establishment of BASPG, is of the opinion that the establishment of BASPG is in the best interest of Bumi Armada.
8. PERCENTAGE RATIO APPLICABLE TO THE ESTABLISHMENT OF THE JV COMPANY
The percentage ratio applicable to the establishment of BASPG pursuant to paragraph 10.02(g) of the LR is 0.008%, computed based on the audited consolidated financial statements of Bumi Armada for the financial year ended 31 December 2016.
This Announcement is dated 14 June 2017.