Proposed voluntary delisting of Pacific Shipping Trust
4 October 2011
PST Management Pte. Ltd. (the "Trustee-Manager"), as trustee-manager of Pacific Shipping Trust ("PST"), and Pacific International Lines (Private) Limited (the "Offeror") wish to jointly announce that the Offeror has presented to the board of directors of the Trustee-Manager a formal proposal (the "Delisting Proposal") to seek the voluntary delisting of PST (the "Delisting") from the Official List of the Singapore Exchange Securities Trading Limited (the "SGX-ST") pursuant to Rules 1307 and 1309 of the listing manual of the SGX-ST (the "Listing Manual").
Under the Delisting Proposal, DBS Bank Ltd. ("DBS Bank"), for and on behalf of the Offeror, will make a cash offer (the "Exit Offer"), conditional on the terms set out in paragraph 2.3 below, to acquire all the issued units of PST ("Units")1, other than those held, directly or indirectly, by the Offeror as at the date of the Exit Offer ("Offer Units").
The Trustee-Manager has reviewed the Delisting Proposal and has appointed PricewaterhouseCoopers Corporate Finance Pte Ltd as the independent financial adviser ("IFA") to advise on the Exit Offer. Subject to the Trustee-Manager’s consideration of, and satisfaction with, the IFA’s advice on the reasonableness of the Exit Offer, the Trustee Manager will (a) apply to the SGX-ST for the Delisting, and (b) subject to the approval of the SGX-ST, convene an extraordinary general meeting of PST ("EGM") to seek the approval of the unitholders of PST ("Unitholders") for the Delisting.
2. THE DELISTING PROPOSAL
2.1 Exit Offer Price
The offer price for each Offer Unit will be US$0.43 in cash (the "Exit Offer Price"). The Exit Offer Price shall be applicable to any number of Offer Units that are tendered in acceptance of the Exit Offer. Unitholders may choose to accept the Exit Offer in respect of all or part of their holdings of Offer Units. As an illustration, each Unitholder who accepts the Exit Offer will receive US$430 for every 1,000 Offer Units tendered for acceptance under the Exit Offer.
The Offer Units will be acquired fully paid and free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever ("Encumbrances"), and together with all rights, benefits and entitlements attached thereto as at the date of this Joint Announcement (the "Joint Announcement Date") and thereafter attaching thereto, including the right to receive and retain all dividends and other distributions and return of capital (if any) announced, declared, paid or made thereon by PST on or after the Joint Announcement Date.
Accordingly, the Offer Units will be acquired with the right of the Offeror to receive any dividends or other distributions that may be announced, declared, paid or made thereon by PST on or after the Joint Announcement Date ("Post-Announcement Distributions"). Therefore, the following will apply if any Post-Announcement Distribution is proposed: (a) if the settlement date of the Offer Units accepted pursuant to the Exit Offer falls on or before the books closure date for the determination of entitlements to the Post-Announcement Distribution (the "Books Closure Date"), the Offeror will pay the relevant accepting Unitholders the Exit Offer Price of US$0.43 in cash for each Offer Unit, as the Offeror will have the benefit of the Post- Announcement Distribution in respect of those Offer Units; and (b) if the settlement date of the Offer Units accepted pursuant to the Exit Offer falls after the Books Closure Date, the Exit Offer Price payable to the relevant accepting Unitholder shall be reduced by an amount which is equal to the Post- Announcement Distribution, as the Offeror will not have the benefit of the Post- Announcement Distribution in respect of those Offer Units.
Further information on the terms and conditions of the Exit Offer will be set out in the circular to the Unitholders (the "Delisting Circular") which will contain, inter alia, information pertaining to the Delisting Proposal and the Exit Offer, and will incorporate the advice of the IFA to the Independent Directors (as defined in paragraph 11 below) and the recommendations of the Independent Directors, and the letter to Unitholders setting out, inter alia, the terms and conditions of the Exit Offer (the "Exit Offer Letter").
More at: www.pacificshippingtrust.com
PST Management Pte. Ltd. press release.