Perisai at risk of losing put option worth RM190mil

Perisai Petroleum Teknologi Bhd maiden jack-up drilling rig, Perisai Pacific 101 at PPL Shipyard in Singapore.

KUALA LUMPUR: Perisai Petroleum Teknologi Bhd has hit a snag in its plan to exercise a put option to sell its 51% equity stake in SJR Marine (L) Ltd, a ship charterer jointly controlled with Singapore-listed Emas Offshore Ltd (EOL) for US$43.03mil (RM190.3mil).

In filings with Bursa Malaysia, Perisai said EOL, which had acquired from it a 49% stake in SJR Marine in December 2013, had informed Perisai of its intention to terminate the share sale agreement signed between them in November 2012 and the shareholders agreement (SHA) inked by them and SJR Marine in December 2013.

This was due to “the occurrence of certain events as alleged by EOL,” it said.

Meanwhile, EOL said in a statement to the Singapore Exchange that following the termination of the put option and pursuant to the the terms of the SHA, Perisai was required to sell its shares in SJR Marine to EOL for US$1.

(Its statement did not say "US$1 each" but just "US$1". Even if EOL meant "US$1 each", there were 4 million shares in SJR Marine at the time the share sale agreement was signed so Perisai may still end up with much less than US$43.03mil.) 

While EOL mentioned that the termination was due to certain “breaches” by Perisai, it did not provide details.

Perisai, which also did not disclose details on the “events” alleged by EOL, said it had sought preliminary legal advice on EOL’s notices of termination.

It has also on the same day as EOL’s notices (Dec 8) replied to EOL and SJR Marine (with a copy to EOL) that Perisai disputed the claims under the EOL notices.

“Perisai intends to continue to defend and deny all allegations that events supporting the right of EOL to terminate the SHA have occurred or that any termination of the SHA is or has been supported by any provisions of the SHA,” it said.

The proceeds from exercising the put option would be of great help to Perisai, which was recently classified a Practice Note 17 company after its unit Perisai Capital (L) Inc defaulted on S$125mil debt notes due on Oct 3.

To recap, the granting of the put option was in relation to a conditional share sale agreement signed by Perisai and EOL in November 2012 whereby Perisai acquired 51% equity interest in ship and boat leasing firm Emas Victoria (L) Bhd for US$89.25mil and 51% equity interest in ship management services provider Victoria Production Services Sdn Bhd for RM51.

Emas Victoria has a floating production, storage and offloading (FPSO) vessel called Lewek Arunothai.

The share sale agreement also involved disposal of Perisai’s 50% equity interest in ship charterer SJR Marine (L) Ltd, which owns a derrick lay barge (Enterprise 3). for US$37mil to EOL.

Emas Victoria and Victoria Production thus became 51%-owned jointly controlled entities of Perisai while SJR Marine became a 50%-owned jointly controlled entity of Perisai.

EOL is 75.25% owned by Singapore-based Ezra Holdings Ltd, which has 23% deemed interest in Perisai through EOL and HCM Logistics Ltd.