Emas seeks legal advice on JV firm with Perisai

Emas Offshore, a subsidiary of Ezra Holdings, and Perisai Petroleum Teknologi own 49 per cent and 51 per cent of SJR Marine respectively. SJR is a single-purpose company that owns marine vessel Enterprise 3.
Emas Offshore, a subsidiary of Ezra Holdings, and Perisai Petroleum Teknologi own 49 per cent and 51 per cent of SJR Marine respectively. SJR is a single-purpose company that owns marine vessel Enterprise 3.PHOTO: EZRA HOLDINGS

Issue over right to exercise a put option to sell stake in SJR Marine for $58.6m

Emas Offshore, a subsidiary of Ezra Holdings, announced on Sunday that it is seeking legal advice after Perisai Petroleum Teknologi said it had regained the right to sell its 51 per cent stake in their joint venture, SJR Marine, following the lapse of a settlement agreement between the two companies.

SJR Marine, of which Emas owns the other 49 per cent stake, is a single-purpose company that owns marine vessel Enterprise 3. Emas and Perisai signed a contract in December 2012 that gave the latter the right to exercise a put option to sell its stake in SJR to Emas for US$43 million (S$58.6 million). The put option was originally exercisable on Nov 26 last year.

In December last year, Emas agreed to avoid a protracted legal dispute with Perisai by entering into a settlement agreement relating to the put option.

Completion of the settlement agreement was conditional upon satisfaction of certain conditions within a certain time frame, or "long stop period".

In a filing with Bursa Malaysia last Thursday, Perisai announced that the final deadline to satisfy the deal conditions had passed.

It said Emas had on Aug 15 confirmed that it had not received any representation from OCBC Bank that would allow Emas to conclude whether or not the conditions precedents would be satisfied.

One of the conditions was Emas obtaining a US$20 million secured term loanfrom a bank to finance the purchase of SJR shares.

Perisai said Emas confirmed that the long stop period be extended only up to July 23. As this has since lapsed, the proposed settlement agreement has been aborted.

According to Perisai, this means the put option granted by Emas to Perisai to sell its stake in SJR has therefore been revived, and it will seek to complete that option within 30 days from Aug 17.

Emas said on Sunday that it is "seeking legal advice in respect of the matters set out in the Perisai announcement".

It added: "The company will make further announcements in compliance with the listing requirements of the Oslo Bors when there are material developments."

Emas has dual listing in Oslo and Singapore. Trading in its shares has been suspended since March 3.

A version of this article appeared in the print edition of The Straits Times on August 22, 2017, with the headline 'Emas seeks legal advice on JV firm with Perisai'. Print Edition | Subscribe