Keppel Corporation Limited wishes to announce that KSI Production Pte Ltd, an indirect wholly-owned subsidiary of the Company, has on 4 September 2014 entered into a sale and purchase agreement to acquire 50 ordinary shares, representing 10% shareholding interest in the total registered issued share capital of Golar Hilli Corporation from Golar GHK Lessors Limited at a consideration of US$1 per Acquired Share.
Golar Hilli is the owner of the Moss LNG carrier HILLI which, as announced on 3 July 2014, is scheduled to be converted into a Floating Liquefaction Vessel (FLNGV) by Keppel Shipyard Limited, another wholly-owned subsidiary of the Company. Both Golar GHK and Golar Hilli are subsidiaries of Golar LNG Limited, with Golar GHK currently being the sole shareholder of Golar Hilli.
The Acquisition strengthens the alignment of strategic interests between Keppel Shipyard Limited and Golar LNG Limited, and reflects Keppel's confidence in the prospects of Golar Hilli, the world's first FLNGV conversion project. The Company also believes that this investment will provide an attractive risk-adjusted return.
The aggregate cash consideration of US$50 was arrived at on a willing buyer willing seller basis, taking into account the book value and net tangible asset value of the Acquired Shares, being US$50 as at 1 September 2014, and was funded through the internal working capital of KSI. As part of the Acquisition, KSI will also be extending a shareholders' loan of US$21,688,029 to Golar Hilli, representing 10% of the total amount of shareholders' loan extended to Golar Hilli, taking into account Golar Hilli's capital expenditure.
The Company will make a further announcement upon completion of the Acquisition.
In connection with the Acquisition, KSI has on the same day also entered into a shareholders' agreement with Golar GHK and Golar Hilli which will take effect upon Completion. The shareholders' agreement governs the relationship between Golar GHK, Golar Hilli and KSI with respect to the conduct of the business to be undertaken by Golar Hilli, which includes seeking opportunities, and entering into agreements, with respect to the deployment and use of the HILLI for natural gas liquefaction projects. Under the terms of the shareholders' agreement, Golar Hilli may issue cash calls on a pro rata basis to shareholders for future funding requirements for the construction, deployment, and commissioning of HILLI based on the anticipated budget limit of US$1.3 billion including contingency.
None of the directors or controlling shareholders of the Company has any interest, direct or indirect, in the above transaction.
The aforementioned transaction is not expected to have any material impact on the net tangible assets and earnings per share of the Company for the current financial year.