News

Proposed Renounceable Rights Issue (The "Warrant Issue") Of 49, 500, 000 Warrants (The "Warrants"), Each Warrant Carrying The Right To Subscribe For One (1) New Ordinary Share Of $0.10 Each, At An Issue Price Of $0.025 For Each Warrant, On The Basis Of One (1) Warrant For Every Four (4) Ordinary Shares Of $0.10 Each Held By The Shareholders As At Book Closure Date To Be Determined, Fractional Entitlements Being Disregarded

Introduction

The Board of Directors of ASL Marine Holdings Ltd (the "Company") wishes to announce that the Company proposes a renounceable rights issue (the "Warrants Issue") of 49,500,000 warrants (the "Warrants") to subscribe for 49,500,000 new ordinary shares of $0.10 each in the capital of the Company (the "New Shares"). The Warrants and New Shares are to be issued pursuant to the authority granted by the general mandate for Directors to allot and issue shares and convertible securities approved by shareholders of the Company at the Company's annual general meeting held on 20 November 2003.

The Company has appointed KBC Bank (Singapore) Limited ("KBC Bank") as manager of the Warrants Issue.


Proposed Principal Terms of the Warrants Issue

The Company is proposing a Warrants Issue, at a price of $0.025 for each Warrant, to Shareholders whose registered addresses with the Company or Central Depository (Pte) Limited ("CDP"), as the case may be, are in Singapore or who have, at least five (5) market days prior to the Books Closure Date (as defined below), provided to the Company or CDP, as the case may be, addresses in Singapore for the service of notices and documents. The Warrants Issue will be made on a basis of one (1) Warrant for every four (4) Shares held as at a date to be determined by the Directors of the Company ("Book Closure Date"), fractions of a Warrant to be disregarded.

The Warrants will not be offered to shareholders of the Company ("Shareholders") with registered addresses outside Singapore and who have not, at least five (5) market days prior to the Books Closure Date, provided to the Company or CDP, as the case may be, addresses in Singapore for the service of notices and documents ("Foreign Shareholders"). The entitlements to Warrants which would otherwise be provisionally allotted to Foreign Shareholders will, if practicable, be sold "nil-paid" on the Singapore Exchange Securities Trading Limited ("SGX-ST") or dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company. Any entitlements to the Warrants not taken up for any reason will be aggregated and allotted to satisfy excess applications or disposed of in such manner as the Directors may, in their absolute discretion, deem fit in the interest of the Company.

The Warrants will be issued in registered form and will be traded on a book-entry (scripless) settlement basis on the SGX-ST. Each Warrant will, subject to the terms and conditions thereof, carry the right to subscribe for one (1) New Share at the exercise price ("Exercise Price"), which shall be fixed at a discount of 12% to the weighted average price for trades done on the SGX-ST on a date to be determined (rounded up to the nearest half cent.), at any time during the period commencing on and including the date of issue of the Warrants and expiring on a date immediately preceding the fourth anniversary of such date of issue. The Exercise Price of the Warrants and the number of Warrants held by each Warrantholder will be subject to adjustments under certain circumstances in accordance with the Deed Poll. The New Shares of the Company arising from the exercise of the Warrants will, upon allotment and issue, rank pari passu in all respects with the then existing Shares of the Company save that they shall not rank for any dividends, rights, allotments or other distributions that may be declared or paid, the record date for which is before the exercise date of the Warrants.

Based on the existing issued and paid-up share capital of the Company of 198,000,000 Shares as at 24 December 2003 ("Existing Share Capital"), 49,500,000 Warrants would be issued pursuant to the Warrants Issue.


Purpose and Use of Proceeds

The estimated net proceeds of the Warrants Issue, after deducting estimated expenses, will amount to approximately $0.65 million (the "Net Proceeds"). The Company intends to utilise the Net Proceeds for the Group's working capital.

Pending deployment for the uses identified above, the Net Proceeds may be deposited with banks and/or financial institutions or invested in money market instruments as the Directors may deem fit.

Undertakings

(i) Messrs Ang Kok Tian, Ang Ah Nui, Ang Kok Eng, Ang Kok Leong, Ang Sin Liu and Ang Swee Kuan ("Principal Shareholders") who based on their shareholdings as at 24 December 2003 collectively own a total of 148,000,000 Shares, representing approximately 74.75% of the Existing Share Capital, have given to the Company irrevocable undertakings (the "Undertakings") to subscribe and/or procure subscribers for their respective Warrants entitlements under the Warrants Issue which amount to a total of 37,000,000 Warrants.

(ii) In addition and pursuant to the Undertakings, these Principal Shareholders have also given to the Company their joint and several undertaking to make excess applications and/or procure that excess applications will be made for the remaining balance of 12,500,000 Warrants representing approximately 25.25% of the total number of Warrants proposed to be issued under the Warrants Issue.

In view of the above Undertakings, the Warrants Issue will not be underwritten by any financial institution.

Approvals

The Warrants Issue is subject to, inter alia, the in-principle approval of the SGX-ST for the listing of and quotation for the Warrants and the New Shares on the SGX-ST and the lodgement of the Abridged Prospectus (Offer Information Statement) with the Monetary Authority of Singapore.

Application is being made to the SGX-ST for permission to deal in and for listing of and quotation for the Warrants and the New Shares on the SGX-ST. The terms and conditions of the Warrants Issue are subject to such changes as the Directors, after consultation with KBC Bank, may deem fit. An Abridged Prospectus (Offer Information Statement) to Shareholders in relation to the Warrants Issue will be dispatched to Shareholders in due course.


By Order of the Board


Ang Kok Tian
Chairman and Managing Director
ASL Marine Holdings Ltd

29 December 2003