1. INTRODUCTION
The Board of Directors (“Board”) of Marine & General Berhad (“M&G” or “Company”) would like to announce that M&G, via its wholly-owned subsidiary, M&G Tankers Sdn Bhd (“MGTSB”), has entered into a Vessel Sale and Purchase Agreement (“Agreement”) with Muhibbah Marine Engineering Sdn Bhd (“MMESB”), a wholly-owned subsidiary of Muhibbah Engineering (M) Bhd. (“MEB”) for MGTSB to acquire a vessel, JM Sutera 9 (“JMS9”) (“Acquisition”) from MMESB for a consideration of RM55.186 million.
Details of JMS9 are further set out in para 2.1 of this announcement.
2. DETAILS OF THE ACQUISITION
2.1 Details of JMS9
The specifications of JMS9 are as follows:
Description: | Steel oil tanker |
Initial delivery year: | 2022 |
Builder: | MMESB |
Classification society: | Bureau Veritas |
Flag: | Malaysia |
Port of registry: | Port Klang, Malaysia |
Gross tonnage: | 6,976 metric tonnes |
2.2 Parties to the acquisition
a. MGTSB
MGTSB, incorporated on 26 June 2018, is an indirect wholly-owned subsidiary of M&G, held through M&G Marine Logistics Holdings Sdn Bhd (“MGMLH”). As at 7 April 2025, MGTSB’s total issued share capital is RM70,022,710, comprising:
- 69,410,852 ordinary shares, and
- 5,000,000 preference shares.
MGTSB is principally engaged in the provision of marine logistics services.
b. MMESB
MMESB is a wholly-owned subsidiary of MEB and its principal activities are the provision of ship building and ship repair services, ship leasing and other engineering works, and trading of marine supplies.
Save and except for MEB’s 40% equity interest in M&G Sutera 8 Sdn Bhd (“MGS8”), a 60% subsidiary of M&G, MEB and its subsidiaries are not a shareholder, nor a major shareholder of M&G, MGTSB or any of M&G’s other subsidiaries. Similarly, M&G is not a major shareholder of MEB and MMESB.
2.3 Purchase consideration
The purchase consideration shall be RM55.186 million.
2.4 Assumption of liabilities
M&G will not assume any liabilities or guarantees arising from the Acquisition.
2.5 Basis of consideration
The vessel is a clean petroleum product tanker built in Malaysia in 2022 with an expected lifespan of 25 years. It is currently being chartered by MGTSB under a bareboat charter.
The purchase consideration was arrived at on a “willing buyer willing seller basis”, after taking into account the original selling price for the vessel of RM65 million in 2022, its current age of approximately three (3) years and earnings potential of the vessel.
2.6 Source of funding
M&G intends to use up to RM25 million of its internally generated fund for the Acquisition whilst the balance will be funded via bank borrowing.
2.7 Salient terms of the Agreement
The salient terms of the Agreement are listed in Appendix 1.
3. RATIONALE FOR THE ACQUISITION
The acquisition of JMS9 is an acquisition in the ordinary course of business and part of the Downstream Division’s vessel optimisation strategy and is expected to enhance its ability to compete in the downstream marine logistics business.
Following the disposal of three (3) older vessels in the past one (1) year, and upon completion of the Acquisition, the average age of M&G’s Downstream Division chemical and oil tankers will reduce from 12 years to 9.7 years.
4. PROSPECTS OF THE ACQUISITION
M&G via its Downstream Division is currently involved in the provision of charter hire of liquid bulk carriers to petro-chemical and oleo-chemical industries. The Division currently operates four (4) chemical tankers and one (1) clean petroleum product tanker.
The commercial prospects of the tankers over the medium term remain positive given the sustained economic activities and national economic growth in the future.
5. RISK FACTORS
The completion of the Acquisition is subject to the terms and conditions outlined in the Agreement, including timeline for delivery and to validly complete the ownership transfer to the MGTSB. Should the conditions not be fulfilled within the stipulated timeframe or any extension thereof, the Acquisition will not proceed.
Save for the risk associated with the business of marine logistics, the Board does not foresee any other exceptional risks in connection with the Acquisition.
Nevertheless, the Board has and will continue to exercise due care in considering the potential risks and benefits associated with the Acquisition and believes that the benefits associated with such investment should outweigh the cost and its associated risk.
The above risks are addressed as part of M&G Group’s ordinary course of business operation which we mitigate through various internal procedures. Meanwhile, M&G already has the necessary internal funds to finance the deposit payment and is currently negotiating for the bank borrowing for the balance. The Board will also carefully consider the financing terms to ensure that M&G Group will not be burdened by any financing costs nor the repayment obligations.
6. EFFECT OF THE ACQUISITION
6.1 Share capital and shareholding of substantial shareholders
The Acquisition has no impact on the issued share capital and the shareholdings of the substantial shareholders of M&G.
6.2 Earnings
The Acquisition is expected to have a positive effect on the earnings of M&G for the financial year ending 30 April 2025 and the future.
6.3 Net assets and gearing
The Acquisition will not have an impact on M&G’s net assets upon its completion. The Acquisition is expected to enhance M&G’s net assets for the financial year ending 30 April 2025 and the future, arising from its potential future profit contribution.
7. APPROVALS REQUIRED
The Acquisition is not subject to shareholders’ approval nor conditional upon any other proposals undertaken or to be undertaken by the Company.
8. ESTIMATED TIMEFRAME TO COMPLETION
Barring unforeseen circumstances, the Acquisition is expected to be completed by the end of the current financial year.
9. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM
None of the Directors or Major Shareholders or Persons Connected to the Directors or Major Shareholders has any direct or indirect interest in the Acquisition.
10. DIRECTORS’ STATEMENT
The Board of M&G having considered all aspects of the Acquisition, including the rationale, prospects of JMS9, basis of arriving at the purchase consideration and the terms of the Agreement, is of the opinion that the Acquisition is in the best interest of M&G.
This announcement is dated 7 April 2025.
本周最热论坛帖子
发表于 26-8-2024 05:09 PM
2287 
68
