SGX lists Nam Cheong offshore shipbuilding and chartering unit

The S$472mn reverse takeover of Eagle Brand for Nam Cheong Group is satisfied via the issuance of 94.4bn new ordinary shares.

Mainboard-listed Eagle Brand Holdings Limited (“Eagle Brand”) (now known as Nam Cheong Limited) (“Nam Cheong”) has announced that the acquisition of 100 per cent of Nam Cheong Dockyard Sdn Bhd and 50 per cent of Nam Cheong Offshore Pte Ltd (“Nam Cheong Group”), has taken place on Thursday. The acquisition constitutes a reverse takeover (“RTO”) of Eagle Brand. Nam Cheong Group is a Malaysian-based international leading offshore marine group specialising in the building of offshore support vessels. The consideration of S$472,000,000 for Nam Cheong Group is satisfied via the issuance of 94,400,000,000 new ordinary shares (“Consideration Shares”) to the vendors at an issue price of S$0.005. In addition, 87,104,715 Consideration Shares were additionally allotted and issued to the vendors as a result of the shortfall in the cash portion of the Company, pursuant to the SPA, according to a Nam Cheong report.

At Eagle Brand’s Special General Meeting (“SGM”) held on April 25, 2011, shareholders approved the RTO and voted to adopt the new name, Nam Cheong Limited, in line with the change of business. The change of name was effected on the same day. After the RTO, the Group would consolidate every 50 shares into 1 share, resulting in 1,913,144,510 in total shares outstanding (“Share Consolidation”).

Datuk Tiong Su Kouk, Executive Chairman and Chief Executive Officer of Nam Cheong Group said: “Since the establishment of our shipbuilding business over 4 decades, we have grown tremendously into a Malaysian-based international significant player by focusing on building vessels with the latest technology and innovation for the oil and gas industry.

“Today we confidently believe that we are a pioneer and own and operate one of the largest shipbuilding yards for offshore support vessels in Malaysia. We aspire to move into the next phase of growth to capture a bigger market share of the fast growing offshore oil and gas industry.”

To meet SGX’s shareholding spread requirements and distribution guidelines, a compliance placement of a minimum 10 per cent of total shares outstanding will be carried out.

The Share Consolidation shall be effective from 9.00 am (Singapore time) on the Market Day immediately following the Share Consolidation Books Closure Date (ie 5 May 2011). The Company will apply for resumption of trading in board lots of 1,000 Consolidated Shares once the public shareholding spread requirements under the SGX-ST Listing Manual are met. The SGX-ST has granted the Company a period of up to four weeks from the date of the SGM to carry out the compliance placement.

AmFraser Securities Pte. Ltd. (A member of AmInvestment Bank Group) and Kim Eng Corporate Finance Pte. Ltd. are the Joint Financial Advisers to the RTO. Harry Elias Partnership LLP is the legal advisor to the RTO and other related transactions. SAC Capital Private Limited is the Independent Financial Adviser to Eagle Brand’s Independent Directors in respect of the whitewash resolution.

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