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(Post 1 of 204) 05/04/1999.16:18:00 |
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Metalock specialises in the repair & marketing of marine equipment. They were listed 10 years ago at 65cts a share. Since then their share price has hovered around the $1.50 level ( or 50cts after taking into consideration the 2 for 1 bonus issue in mid 98). It is also interesting to note that between 1994 and 95 a certain Mdm Lim Kah Tee has been progressively accumulating this share around the $1.50 region (50cts after taking in the bonus issue)to take her stake to 10,000 shares away from a takeover level. A year following that a Mr Kuah took over as exec chairman and I understand that Mr Kuah and Mdm Lim are related. The half year results reported in Dec 98, like always, isn't stunning. Nothing special about the balance sheet either. NTA is around the 50cts region. In Jan 99, there was a placement of 10% of the shares at 53.5 cts. This share came into the limelight recently as Hwa Hong has a 12% stake in this company and it was thought that Hwa Hong was the subject of a takeover and if that is the case, their holding in Metalock will spike some interest. However, the reality is that Hwa Hong has been selling their stake over the last few weeks, probably to finance the TradeMart renovations. The other major shareholder is a Mr Lindbald who used to run the company. He has a 28% stake and probably owns Metalock's business outside of Singapore. The only other thing that may be interesting is that this company has applied for mainboard listing. Nothing too exciting in this share unless Mr Kuah and Mdm Lim has more grand plans for this company. |
| (Post 2 of 204) 09/25/1999.02:23:00 |
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METALOCK (SINGAPORE) LIMITED BUSINESS PURCHASE AGREEMENT The Board of Directors of Metalock (Singapore) Limited ("the Company") is pleased to announce that the Company has agreed to purchase the business assets of the Dynamic Turbocharger group in Brisbane, Australia ("Dynamic"), pursuant to the terms and conditions of a Business Purchase Agreement dated 24 September 1999 ("Business Purchase Agreement") with the vendors (who are Dynamic Turbocharger Services Pty Ltd, Dynamic Turbocharger Services (WA) Pty Ltd (as trustee for the DTS (WA) Trust), Dynamic Turbocharger Services Pty Ltd, Karlands Pty Ltd (as trustee for the Cressey Trust) and Coast to Coast Shipping Pty Ltd), Albert Sievers and Janet Sievers (the vendors' guarantors), Dynamic Turbocharger Services (Australia) Pty Ltd ("the Purchaser") and the Company (as the purchaser's guarantor). The Purchaser is a company incorporated in Australia and a wholly owned subsidiary of the Company with an issued and paid up share capital of A$12 (approximately S$13). The directors of the Purchaser are Mr Kuah Kok Kim and Mr Richard William Ward. Mr Ward is the present chief executive officer of the Dynamic Turbocharger group. Mr Kuah is a director and substantial shareholder of the Company. The aggregate purchase consideration for the proposed acquisition is A$7.78 million (approximately S$8.56 million), subject to adjustments to take into account the results of a stocktake to be carried out by the vendors as soon as practicable. The purchase consideration was arrived at on a willing buyer and willing seller basis, based on the value of the business assets, which comprise assets leases, contracts, goodwill, intellectual property rights, property leases, plant and equipment and stock of the business, and the expected earning capacity of the business assets. The acquisition will be funded partly by internal resources of the Company and partly by external borrowings. A deposit of A$100,000 (approximately S$110,000) was paid by the Purchaser to the Purchaser's Australian solicitors as stakeholders upon execution of the Business Purchase Agreement. The deposit will be refunded to the Purchaser if completion does not take place, unless due to the material breach of the Purchaser. Completion of the Business Purchase Agreement is scheduled to take place on 1 November 1999 subject to the fulfillment of several conditions precedent, which include :- (a) The approval of the shareholders of the Company in general meeting. A circular to shareholders will be issued by the Company in this regard as soon as practicable. (b) Satisfactory due diligence investigations into the business and financial position of Dynamic. (c) Approval by the Australian Foreign Investment Review Board of the proposed acquisition. (d) Consent of the lessors of the immovable properties to the assignment of the leasehold leases of the business, to the Purchaser. (e) Engagement by the Purchaser of the key employees of the business, being Richard William Ward and Lynette Hailwood. It is also agreed that the Purchaser will, on or before completion of the Business Purchase Agreement, purchase the two freehold properties in Australia used in Dynamic's business, for an aggregate purchase consideration of A$920,000 (approximately S$1.012 million). For that purpose, the Purchaser will enter into agreements for the purchase of these freehold properties with the respective vendors on terms to be agreed. Contemporaneously with the signing of the Business Purchase Agreement, the Purchaser engaged the services of Frederick Albert Sievers and Janet Irene Sievers, pursuant to the terms of a consultancy agreement between the Purchaser, Firedown Pty Ltd (as the consultant company), Frederick Albert Sievers and Janet Irene Sievers (as consultants) and the Company (as guarantor), for 5 years at an annual aggregate consultancy fee of A$491,000 (approximately S$540,000). Dynamic is the largest turbo charger distributor in Australia, supplying and providing repair services for all types of turbochargers used in various industries. Dynamic is presently the OEM licensed turbocharger repairer for Scania, Volvo and Mercedes-Benz trucks in Australia. It has businesses operating in ten locations throughout Australia, owned through a number of corporate entities within the Dynamic group. The Directors believe that significant synergies can be achieved from the proposed acquisition in view of the compatibility of the business operations of Dynamic and the Company, as well as the customers and principals which they share. The proposed acquisition also provides a timely opportunity for the Company to diversify and extend its business to the region. In the last financial year ended 30 June 1999, the Dynamic group generated a profit before tax and interest of A$2.08 million (approximately S$2.29 million). On a proforma basis, had the acquisition taken place on 1 April 1998 and assuming the business assets to be acquired generated the same level of profits, the Metalock group's earnings per share for the financial year ended 31 March 1999 would have increased from approximately 2.42 cents to 3.24 cents and the consolidated net tangible assets per share would be reduced from approximately 49 cents to 44 cents. Save as disclosed above, none of the directors or substantial shareholders of the Company has any interest, directly or indirectly, in the acquisition. By Order of the Board Submitted by Fong Choon Seng, Joint Company Secretary on 24/09/1999 to the SES |
| (Post 3 of 204) 11/29/1999.17:37:00 |
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METALOCK (SINGAPORE) LIMITED The Board of Directors of Metalock (Singapore) Limited (the "Company") wishes to announce that the Company's wholly-owned subsidiary, Dynamic Turbocharger Services (Australia) Pty Ltd, has increased its issued and paid-up share capital from A$12.00 to A$5,000,000.00 by the issue of 4,999,988 new ordinary shares of A$1.00 each for cash at par to the Company. Dynamic Turbocharger Services (Australia) Pty Ltd is a company incorporated in Australia for the purpose of the acquiring the business of supplying and repairing turbochargers as announced by the Company on 24 September 1999 and in respect of which a circular dated 3 November 1999 has been sent to shareholders of the Company. By Order of the Board Submitted by Loh Shu Chun, Company Secretary on 29/11/1999 to the SES |
| (Post 4 of 204) 12/28/1999.17:54:00 |
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METALOCK (SINGAPORE) LIMITED The Board of Directors of Metalock (Singapore) Limited (the "Company") are pleased to announce that the Company has acquired from Mr Richard Tan Eng Sui, Mr Song Shing Hae and Mr Tan Ghim Soon (the "Vendors"), 70,000 ordinary shares of S$1.00 each (the "Shares") in the capital of Metalock Underwater Maintenance (Pte) Ltd (the "Subsidiary"), a subsidiary of the Company, upon the terms and conditions of the Sale and Purchase Agreement dated 28 December 1999 made between the Company and the Vendors. The consideration for the acquisition of the Shares is S$0.37 per Share making an aggregate of S$25,900.00 for all the 70,000 Shares. The Subsidiary has an issued and paid-up capital of S$500,000.00 divided into 500,000 Shares. With the acquisition, the Subsidiary became a wholly-owned subsidiary of the Company. Prior to the acquisition, the Company was holding 430,000 Shares representing 86% of the issued capital. The Company paid cash for the Shares. The purchase consideration was arrived at on a willing buyer willing seller basis taking into account the net tangible asset value of the Subsidiary. The Subsidiary has been a dormant company with no trading activities. With the acqusition of the remaining Shares in the Subsidiary, the Company will have the flexibility to use the Subsidiary as a vehicle to undertake suitable business in the future. The acquisition will have no material impact on the earnings per share of the Company or the net tangible assets per share of the Company. None of the directors or substantial shareholders of the Company has any interest, direct or indirectly, in the acquisition. BY ORDER OF THE BOARD Submitted by Fong Choon Seng, Company Secretary on 28/12/1999 to the SES |
| (Post 5 of 204) 04/08/2000.12:45:00 |
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Metalock reaches out-of-court settlement with Hijazi; to pay 1.779 mln usd Metalock (Singapore) Ltd said it has reached an out-of-court settlement with Hijazi & Ghosheh Co over the latter's 5.19 mln usd suit against the company. In a statement, the company said under the settlement, it will pay 1.779 mln sgd to Hijazi. Hijazi commenced legal proceedings against Metalock in late 1998 pertaining to repairs carried out by Metalock on Hijazi's vessel Bader III in late 1997. Hijazi was claiming for loss of revenue for 87 days at 47,661 usd per day, repair costs of 1.1 mln usd mln, and unspecified interest and legal cost. The settlement is inclusive of an earlier settlement of 79,000 usd with respect to claims by Hijazi in relation to parts of the repair work carried out by Metalock on the vessel's cylinder heads and engine valves. The settlement will have a negative impact on Metalock's financial results for year to March 2000. Metalock said the settlement is in the best interests of the company, after having weighed all the circumstances involved and having consulted the company's lawyers on the matter. |
| (Post 6 of 204) 06/03/2000.07:31:00 |
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Joint Venture Agreement The Board of Directors of Metalock (Singapore) Limited (the "Company") is pleased to announce that the Company has entered into a joint venture agreement to set up a buyer-driven vertical portal, OmixAsia.com. The joint venture parties will be Keppel FELS Limited (15%), Keppel Hitachi Zosen Ltd (15%), the Company (21%), Sembawang Shipyard Pte Ltd (30%) and Singapore Computer Systems Ltd (19%). OmixAsia.com will launch its e-procurement portal services in the third quarter of 2000, catering to the needs of the marine, offshore, oil and gas industries in Singapore and the region. It will, within the first six months of operation, target major shipyards, oil rig owners and their suppliers in Singapore. Thereafter, it will target markets in the rest of Asia. The joint venture company operating the portal, OmixAsia.com, will have an initial paid-up capital of S$4 million. The Company's contribution will be S$840,000.00. It is expected that OmixAsia.com's main revenue will come from sources such as entrance and annual fees that vendors have to pay in order to use the portal. Other revenue streams will include fees charged on orders processed through the portal, advertisement incomes as well as commissions from value-added services such as reverse auction. The joint venture is not expected to have a material impact on the net tangible asset per share or earnings per share of the Company in the current financial year. None of the director or substantial shareholder of the Company has any interest, direct or indirect, in the joint venture. By Order of the Board Submitted by Foong Choon Seng, Company Secretary on 02/06/2000 to the SGX |
| (Post 7 of 204) 06/10/2000.13:24:00 |
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Singapore Metalock FY Net Loss S$3.7M Vs S$1.8M Pft Metalock (Singapore) Ltd. Year To March 31: 2000 Net Profit - (S$3,713,000) vs S$1,772,000 Pretax Profit - (4,033,000) vs 2,502,000 Revenue - 37,267,000 vs 49,266,000 Per Share Net Profit - (4.69 cents) vs 2.42 cents Dividend - omitted vs 2.5 cents |
| (Post 8 of 204) 06/14/2000.02:57:00 |
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Review of Performance of the Company and its Principal Subsidiaries Further to the Company's announcement on 9 June 2000, the Board of Directors wishes to elaborate on the "Review of performance of the Company and its principal subsidiaries" as follows:- Turnover and profit after tax of the Company were significantly lower than the previous year due to the transfer of the Company's marine division to a wholly owned subsidiary with effect from 1 April 1999. The extraordinary items of the Company relate to the streamlining of manpower and provision for settlement of litigation cases. Turnover for the Group declined 24.4% to S$37.3m, caused mainly by the downturn in marine and oilfield industries. The increased competition within the industries also resulted in depleted margins for the marine and oilfield division. Our trading and foundry businesses were also affected by lower sales due to lower demand from overseas market and write-off of obsolete and defective stocks in the foundry division. As a result, the Group's profit before interest, depreciation and tax decreased by 86.7% to S$0.63m. Included in the exceptional item of S$1.1m were further write-down of slow-moving inventories (S$1.3m) and write-off of assets no longer in use (S$0.6m). This is offset by the accelerated amortisation of a government grant due to the voluntary liquidation of an overseas subsidiary (S$0.8m). The legal suit with Hijazi & Ghosheh Company, as mentioned in our half year announcement, has been settled out-of-court for US$1.779m (S$3.03m). Therefore an amount of S$3.5m, inclusive of professional fees, has been provided in the extraordinary loss of the Group. Submitted by Kuah Kok Kim, Executive Chairman on 13/06/2000 to the SGX |
| (Post 9 of 204) 08/02/2000.19:38:00 |
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Mr Kurt Lindbald, second largest sharehloder had tabled an agenda to remove Mr Kuan, the present chairman. Metalock price now at the lowest, since listed. Mr Kurt had send letters to all small investors asking for support for his proposal. I urge all small holders of this company to take a stand, exercise your right, don let your right be taken for granted. Don just buy shares and wait for the share to go up, be more concerned, it is your hard money. Be it 1000 share, it do matters. Check your mail now, 4th August is the meeting. or call your finance company, if you had pledged it to the finance company. |
| (Post 10 of 204) 08/04/2000.16:42:00 |
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Anyone from SI attended the meeting today, what is the outcome of the meeting anybody care to comment. Who is incharged now Mr Kuah Or Mr Kurt. I have supported Mr Kurt. |
| (Post 11 of 204) 08/04/2000.17:04:00 |
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any news from this company's meeting today. |
| (Post 12 of 204) 08/19/2000.01:28:00 |
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Subscription of shares in OmixAsia.com Pte Ltd ("OmixAsia") Following from the announcement dated 2 June 2000, the Board of Directors of Metalock (Singapore) Limited (the "Company") is now pleased to announce that in accordance with the provisions of the Joint Venture Agreement dated 2 June 2000 entered into by the Company with Singapore Computer Systems Ltd, Keppel FELS Limited, Keppel Hitachi Zosen Ltd and Sembawang Shipyard Pte Ltd. The Company has today, subscribe for 840,000 ordinary shares of S$1.00 each in the share capital of OmixAsia and paid up to the extent of S$0.40 per share. The 840,000 shares represent a 21% stake in OmixAsia. Submitted by Fong Choon Seng, Company Secretary on 18/08/2000 to the SGX |
| (Post 13 of 204) 09/07/2000.02:52:00 |
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JOINT VENTURE - OSEA INVESTMENTS PTE LTD The Board of Directors of Metalock (Singapore) Limited (the "Company") is pleased to announce that the Company had, today, signed a Shareholders' Agreement (the "Agreement") with the existing beneficial shareholder, Samuel Bernard Sassoon (the "JV Party") of Osea Investments Pte Ltd ("Osea"). Osea is a start-up company incorporated in the Republic of Singapore. Its main business activities comprise the manufacturing, wholesale and retailing, and operation, of remotely operated underwater survey equipment The issued and paid up capital of Osea will, over the next 17 months, be increased from the present S$160,002 to S$4,000,000. This increase wil be effected in 8 tranches. Metalock will initially subscribe for 300,000 new ordinary shares in Osea at the par value of S$1 each representing 65.2% of the issued share capital of Osea. By February 2002, Metalock will hold 3,000,000 ordinary shares representing 75% of the issued share capital of Osea. The balance 25% will be held by the JV Party. The time table for the proposed subscription of new ordinary shares in Osea is as follows :-
This joint venture represents part of the Group's efforts to diversify into new businesses which have some synergy with the Group's business and is not expected to have any material impact on the net tangible assets per share or earnings per share of the Company in the current financial year. None of the directors or substantial shareholders of the Company has any interest, direct or indirect, in the joint venture. Submitted by Fong Choon Seng and Loh Shu Chun, Joint Company Secretaries on 06/09/2000 to the SGX |
| (Post 14 of 204) 11/29/2000.17:15:32 |
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ACQUISITION OF SUBSIDIARY COMPANY
The Board of Directors of Metalock (Singapore) Limited ("the Company") is pleased to announce that it has acquired a subsidiary by purchasing the two susbcribers' shares of £1 each in Osea Aberdeen Limited ("Aberdeen") at a consideration of £2, through its subsidiary Osea Investments Pte Ltd ("Osea"). Osea has further injected £24,998 into Aberdeen by subscribing for 24,998 ordinary shares of £1 each in Aberdeen. Aberdeen was incorporated in Scotland with an authorised share capital of £25,000 divided into 25,000 ordinary shares of £1 each. The issued and paid-up capital of Aberdeen is £25,000. Aberdeen is a wholly-owned subsidiary of Osea. The principal activity of Aberdeen is the provision of subsea remotely operated vehicle services. None of the directors or substantial shareholders of the Company have any interest, direct or indirect, in the transaction. By Order of the Board METALOCK (SINGAPORE) LIMITED Submitted by Fong Choon Seng, Company Secretary on 29/11/2000 |
| (Post 15 of 204) 12/15/2000.01:07:16 |
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Metalock H1 to Sept net profit 548,000 sgd vs loss 1.03 mln
SINGAPORE (AFX-ASIA) - Metalock (Singapore) Ltd six months to September results: Net profit - 548,000 sgd vs loss 1.03 mln Sales - 26.77 mln sgd vs 16.542 mln Opg profit - 908,000 sgd vs loss 968,000 EPS - 0.69 cents vs loss 1.31 Interim div - nil, unchanged With the marine industry expected to remain competitive, the group expects its performance in the second half to not vary significantly from the first half, Metalock said. |
| (Post 16 of 204) 12/20/2000.18:03:05 |
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Research reproduced with permission from DMG Online
- Turnover expanded 62% to S$26.8m on the back of higher contribution from the marine & oilfield segment (up 35% yoy). The 1H00 results also see first time contribution from the turbocharger business which the Group acquired in Nov99. The absence of exceptional items in 1H00 (1H99: -S$0.8m) also helped PBT improved to S$0.9m. Net profit turnaround from a loss of S$1.0 in 1H99 to a profit of S$0.5m. - The Group is in the midst of changing its business focus from marine repairs and trading to new businesses of turbocharger and ROV (remotely operated work-class subsea vehicles). The 1H00 results already saw turbocharger business contributing S$8.1m to turnover (1H99: nil) - The Group will be building its own brand of ROV and is expected to impact positively on net profit FY03. Currently, the Group had ordered 2 ROV, which will be operational in April01. There are 480 ROV currently and demand is expected to grow to 711 in 5 years time. The Group will be pinning its long term growth strategy on serving the petroleum & oil refinery industries and repair & maintenance of pipelines in Jurong Island. - Assuming the Group doubles its EPS to S$1.38 FY Mar01, the stock is trading at PE of 25x. Although valuation is not cheap, it will be underpinned by the recovery of profits. Maintain HOLD. |
| (Post 17 of 204) 12/22/2000.17:46:20 |
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Metalock stages turnaround with interim profit of $548,000 on turnover of $26.8 m
· Turnaround due to improved contribution from the Group's oilfield services and turbocharger businesses. SINGAPORE - 14 December 2000 - Mainboard-listed Metalock (Singapore) Limited has achieved a turnaround in the first half of its financial year ending 31 March 2001, with expectations of continued improvement throughout the rest of the year. For the six months ended 30 September 2000, the Group reported a net profit after tax of $548,000 which was achieved on a 61.8% increase in turnover to $26.8 million. This compares favourably with a loss of $1.0 million, which included an exceptional gain of $0.8 million from a government grant to a subsidiary, on a turnover of $16.5 million in the previous corresponding period. Contributing to the turnaround was the higher contribution from its oilfield services division, which benefited from the recovery of oilfield industries led by rising oil prices. The Group also enjoyed a full half-year contribution from its wholly-owned subsidiary in Australia, Dynamic Turbocharger Services (Australia) Pty Ltd, which is reputed to be the largest independent sales and service supplier of turbochargers in the Southern Hemisphere. Savings arising from the cost-cutting measures, introduced since December 1999, also contributed to the turnaround. Based on the latest results, earnings per share based on existing issued share capital rose to 0.69 Singapore cents from a loss per share of 1.31 cents previously. Commenting on the interim results, Mr K.K. Kuah, Metalock's Executive Chairman, said, "Our improved financial performance signals that we have indeed put the worst behind us. We are now looking to tap new business segments such as the manufacture and operation of remotely-operated work-class subsea vehicles (ROVs), as well as grow the turbochargers business in Southeast Asia." On prospects for the rest of the year, Mr Kuah said, "Barring unforeseen circumstances, the management is optimistic that the Group will remain profitable in the second half of the financial year." In September 2000, Metalock acquired a 75% stake in Osea Investments Pte Ltd which will produce remotely-operated work-class subsea vehicles, commonly known as ROVs, and fibre optic cable trenching vehicles for the offshore oil and gas and fibre optic cable laying industries. The Group expects a substantial increase in trenching operations for the burial of subsea fibre optic cables due to the rapid development of Internet technology worldwide. ROVs are in high demand for any deep sea works of which the depth involved is beyond the capability of human divers. Earlier this year, the Group had also ventured into the business-to-business e-commerce arena, with reputable partners such as the Keppel FELS Ltd, Keppel Hitachi Zosen Ltd, Sembawang Shipyard Pte Ltd, and Singapore Computer Systems Ltd. OmixAsia.com Pte Ltd, which will enjoy the large procurement volume from its shareholders such as the Keppel and Sembawang groups, caters to the needs of the marine, offshore, oil and gas industries in Singapore and the Asia-Pacific region. "We are aware of the limited potential for growth in the marine sector, due to the emergence of cheaper ship-repair centres in China and other parts of the world. We intend to look for opportunities in non-marine sectors where we can leverage on our expertise and core competencies acquired from our more than 40 years of experience in the marine engineering industry. One such area is right in our own backyard, literally - Jurong Island." Jurong Island is a world-class chemicals hub with integrated downstream chemical clusters that complement one another. To date, Jurong Island has received approximately $21 billion worth of fixed investments from over 50 companies specialising in chemicals manufacturing, oil refining and petrochemicals. "Metalock has the basic expertise to provide some of the necessary repair and maintenance services to these industries. To date, we have been pre-qualified by a significant number of companies on Jurong Island," Mr Kuah said. Metalock (Singapore) Limited is primarily involved in marine and oilfield engineering, trading of marine and industrial products, manufacturers' representative and agency house for oilfield, marine and industrial equipment. The Group also owns the leading turbocharger producers in Australia and is seeking to grow the business in Southeast Asia. The Group recently ventured into the design, production and operation of submersible ROV. |
| (Post 18 of 204) 01/04/2001.03:20:11 |
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INCREASE OF SHAREHOLDING IN ASSOCIATED COMPANY
The Board of Directors of Metalock (Singapore) Limited (the "Company") is pleased to announce that its wholly-owned subsidiary, Aqua-Terra Supply Company Private Limited ("Aqua-Terra") has on 2 January 2001 increased its shareholding in its associated company, ATS Moorflex Pte Ltd (the "Associated Company") from 150,000 ordinary shares of S$1.00 each to 200,000 ordinary shares of S$1.00 each by way of capitalization of an existing loan of S$50,000 due by Aqua-Terra to the Associated Company. The capitalization was on the basis of every S$1.00 of loan for one (1) ordinary share of S$1.00 of the Associated Company. The loans from the other two shareholders of the Associated Company were also capitalized on the same basis. After capitalization of the aforesaid loans, the issued and paid-up share capital of the Associated Company has increased from S$300,000 to S$400,000. The capitalization will not have any material impact on the earnings per share or net tangible assets per share of the Company for the current financial year. Submitted by Fong Choon Seng, Company Secretary on 03/01/2001 |
| (Post 19 of 204) 01/18/2001.18:12:01 |
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PRESS RELEASE
CONTACT INFORMATION Scotchbrook-BSMG Worldwide Tel: 235 3121 Fax: 836 3121 Ho See Kim, seekim@scotchbrook-bsmg.com.sg Alan Lee, alanlee@scotchbrook-bsmg.com.sg SINGAPORE - 18 January 2001 - Mainboard-listed Metalock (Singapore) Limited announced today it plans to sell the business operations of its wholly-owned subsidiary, Aqua-Terra Supply Company Pte Ltd, which trades in oilfield, marine and industrial products, to Sesdaq-listed KS Tech Ltd for a purchase consideration of approximately S$6 million. The two parties today signed an S&P agreement to formalise their intent in the transaction, which is subject to the approval of the Singapore Exchange as well as the shareholders of both Metalock and KS Tech. The sale does not include Aqua-Terra's leasehold building at 42 Loyang Drive as well as its debtors and creditors. Metalock plans to dispose off the property separately. Explaining the rationale for the divestment, Mr KK Kuah, Metalock's Executive Chairman said, "The decision to divest was based on the fact that Aqua-Terra's trading activities no longer fit well with Metalock's core business and current priorities. KS Tech, with its strong presence in key markets in Southeast Asia, Vietnam and China, is in a better position to take Aqua-Terra's business to a more meaningful level." Metalock first acquired a 63.5% stake in Aqua-Terra in March 1997. Two years later, the Group acquired the remaining 36.5% in the Company, making it a wholly-owned subsidiary in March 1999. Aqua-Terra principally procures and distributes marine, oilfield and industrial consumables such as valves, hoses and pipe fittings for local and overseas markets. For the financial year ended 31 March 2000, Aqua-Terra generated a loss before tax of S$206,000 on S$13.6 million in revenue. Some of the 50 staff currently employed by Aqua-Terra will be absorbed KS Tech. Those not retained will be provided with the appropriate retrenchment benefits. "The proposed divestment of Aqua-Terra is expected to eliminate further negative impact on our Group's results. The extraordinary gain arising from this divestment will contribute positively to Metalock's bottomline for the current fiscal year," Mr Kuah added. The Company informed that on a proforma basis, had the divestment taken place on 1 April 1999, the Group's loss per share (after extraordinary items) for the financial year ended 31 March 2000 would have reduced from 9.95 Singapore cents to 7.90 cents. The consolidated net tangible assets per share would also have increased from 32 Singapore cents to 34 cents. For the current half-year ended 30 September 2000, the Group had reported a net profit after tax of S$548,000 which was achieved on a 61.8% increase in turnover to S$26.8 million, after taking into consideration Aqua-Terra's loss after tax of S$213,000 on a half-year turnover of S$7.0 million. This compared favourably with a loss of S$1.0 million, which included an exceptional gain of S$0.8 million from a government grant to a subsidiary, on a turnover of S$16.5 million in the previous corresponding period. The Group's earnings per share, based on existing issued share capital, had risen to 0.69 Singapore cents from a loss per share of 1.31 cents previously. Contributing to the turnaround were the higher contribution from its oilfield services division, which benefited from the recovery of oilfield industries led by rising oil prices; the full half-year contribution from subsidiary Dynamic Turbocharger Services (Australia) Pty Ltd, and savings arising from the cost-cutting measures introduced since December 1999. About Metalock Metalock (Singapore) Limited is primarily involved in marine and oilfield engineering, manufacturers?representative and agency house for oilfield, marine and industrial equipment. The Group also owns the leading turbocharger producers in Australia and is seeking to grow the business in Southeast Asia. The Group recently ventured into the design, production and operation of submersible ROV. |
| (Post 20 of 204) 01/18/2001.20:40:56 |
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SALE AND PURCHASE AGREEMENT
The Directors of Metalock (Singapore) Limited (the "Company") hereby announce that its wholly-owned subsidiary Aqua-Terra Supply Company Pte Ltd ("Aqua-Terra") has entered into a Sale and Purchase Agreement (the "Agreement") with KS Tech Limited ("KST") to sell its business assets ("Assets"), but excluding Aqua-Terra's leasehold building at 42 Loyang Drive as well as its receivables and payables, to KST. The Company plans to dispose off the property separately. Aqua-Terra is a company incorporated in the Republic of Singapore and whose principal business is in the supply and trading of marine and industrial products and services. The Company first acquired a 63.5% stake in Aqua-Terra in March 1997. Aqua-Terra became a wholly-owned subsidiary in March 1999. KST is involved in the distribution and marketing of oil and gas equipment, flow control parts, valves and general hardware items. Under the Agreement, Aqua-Terra will sell its assets to KST for a cash consideration of S$5,905,743.00. The consideration of S$5,905,743.00 was on a "willing-buyer and willing-seller" basis after negotiations. Completion of the sale is subject to, inter alia, the following conditions precedent:- (i) the approval of the shareholders of the Company and KST being obtained (if required); and (ii) the approval of such other governmental or regulatory bodies (if required) for the sale and purchase of the Assets being obtained. If any of the conditions precedent is not fulfilled within 6 months from the date of the Agreement or such later date as the parties to the Agreement may agree, the Agreement shall cease and none of the parties shall have any claims against the others for costs, damages, compensation or otherwise. The Board of Directors of the Company is of the view that the sale of Assets by Aqua-Terra would be in the interest of the Company. The Company's newly defined business strategies have restrained sufficient management attention and expertise from being directed to bring Aqua-Terra to its necessary optimum size. The divestment is also expected to eliminate further negative impact on the Company's results. The sale proceeds of S$5,905,743.00 will be used to fund the Company's existing investments and core activities, as well as potential expansion plans that the Company is currently exploring. None of the Directors or the substantial shareholders of the Company have any interest in the transaction other than via their interest in the Company. Based on the audited accounts for the year ended 31 March 2000 and assuming that the transaction has been completed on 1 April 1999, the impact of the disposal on the net tangible asset per share and earnings per share of the Company will be as follows: (i) net tangible asset per share will increase from 32 cents to 34 cents; and (ii) loss per share (after extraordinary items) will reduce from 9.95 cents to 7.90 cents. Submitted by Fong Choon Seng, Company Secretary on 18/01/2001 |
| (Post 21 of 204) 01/18/2001.22:16:14 |
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Metalock Singapore unit to sell assets to KS Tech for 5.905 mln sgd
Source : AFX SINGAPORE 18:08 18/01/2001 SINGAPORE (AFX-ASIA) - Metalock (Singapore) Ltd said its wholly-owned unit Aqua-Terra Supply Co Pte Ltd has agreed to sell its business assets, excluding its office building, receivables and payables, to KS Tech Ltd for 5. 905 mln sgd. The deal is subject to approval by Metalock shareholders and government regulators. |
| (Post 22 of 204) 01/22/2001.18:22:03 |
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PRESS RELEASE
CONTACT INFORMATION Scotchbrook-BSMG Worldwide Tel: 235 3121 Fax: 836 3121 Ho See Kim, seekim@scotchbrook-bsmg.com.sg Alan Lee, alanlee@scotchbrook-bsmg.com.sg Disposal of non-core asset is independent of sale of Aqua-Terra's business assets SINGAPORE - 22 January 2001 - Mainboard-listed Metalock (Singapore) Limited's wholly-owned subsidiary, Aqua-Terra Supply Company Private Limited, plans to sell its property at 42 Loyang Drive, comprising a building on Jurong Town Corporation (JTC) land, for a consideration of S$4.4 million. The option to purchase the property, comprising a building which sits on approximately 7,818 square metres of JTC land, was given to BOC Technologies (Singapore) Pte Ltd, which is involved in the sales and servicing of high vacuum pumps and accessories; sales of exhaust-management components, as well as clearing and recovery service for wafer production tools. The disposal of this non-core asset follows an earlier announcement on the conditional sale of the business operations of Aqua-Terra to KS Tech Limited as part of Metalock's strategy to focus on its core businesses. The proposed sale of this property is independent of the sale of Aqua-Terra's business assets. The completion of the transaction is subject to approval from JTC. Mr KK Kuah, Metalock's Executive Chairman reiterated, "The Directors view this property as a non-core asset of the Group. Besides being too big for Aqua-Terra's current operations, the location of the property may not be the most suitable for Aqua-Terra's business as well." "As such, we intend to proceed with the sale of the property regardless of whether the sale of its other business assets is completed or otherwise," he said. "The proceeds from the sale of this property will enable Metalock to fund its core activities and to make strategic investments when opportunities arise," Mr Kuah added. Metalock first acquired a 63.5% stake in Aqua-Terra in March 1997. Two years later, the Group acquired the remaining 36.5% in the Company, making it a wholly-owned subsidiary in March 1999. Aqua-Terra principally procures and distributes marine, oilfield and industrial consumables such as valves, hoses and pipe fittings for local and overseas markets. For the financial year ended 31 March 2000, Aqua-Terra generated a loss before tax of S$206,000 on S$13.6 million in revenue. The Company informed that on a proforma basis, had the disposal taken place on 1 April 1999, there would have been no material impact on the net tangible assets per share and earnings per share of the Company. About Metalock Metalock (Singapore) Limited is primarily involved in marine and oilfield engineering, manufacturers?representative and agency house for oilfield, marine and industrial equipment. The Group also owns the leading turbocharger producers in Australia and is seeking to grow the business in Southeast Asia. The Group recently ventured into the design, production and operation of submersible ROV. |
| (Post 23 of 204) 01/23/2001.01:12:00 |
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Metalock Singapore unit to sell property for 4.40 mln sgd
Source : AFX SINGAPORE 18:43 22/01/2001 SINGAPORE (AFX-ASIA) - Metalock Singapore Ltd said its wholly-owned unit Aqua-Terra Supply Co Pte Ltd has granted BOC Technologies Singapore Pte Ltd a two-week option to buy its industrial site for 4.40 mln sgd. The sale of the property is independent of the proposed sale of Aqua Terra's businesses to KS Tech Ltd and will proceed even if the sale of its businesses to KS Tech is not completed, it said. |
| (Post 24 of 204) 02/01/2001.00:52:06 |
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Metalock (Singapore) Limited ("Company")Sale of Property by subsidiary, Aqua-Terra Supply Company Pte Ltd (the "Disposal")
We refer to your request dated 26 January 2001 for additional information with regard to our announcement dated 22 January 2001 concerning the grant of option by the Company's wholly-owned subsidiary, Aqua-Terra Supply Company Pte Ltd ("Aqua-Terra"), to BOC Technologies Singapore Pte Limited ("BOC") in respect of the property at 42 Loyang Drive (the "Property"). BOC is the wholly-owned Singapore subsidiary of BOC Holdings, a wholly-owned subsidiary of The BOC Group plc. The BOC Group plc is a public limited company listed on the London and New York Stock Exchanges and registered in England. Based on the Annual Report of The BOC Group plc, its substantial shareholders as at 15 November 2000 were Putnam Investment Management, Inc and The Putnam Advisory Company, Inc, CGNU plc, Brandes Investment Partners, L.P. and UBS Warburg. In arriving at the consideration of S$4.4 million for the disposal of the Property, the Company took into account the advice from property consultants, Colliers Jardine Singapore, that the value of the Property was in the region of S$4 million based on comparable transactions effected at approximately S$90 per square foot of build up area. No formal valuation of the Property was commissioned. The Property has a build up area of approximately 43,000 square feet. The Company also took into consideration the fact that Aqua-Terra had not fulfilled all the investment criteria imposed by the Jurong Town Corporation in the Building Agreement in respect of the Property. To meet the Jurong Town Corporation's criteria, further investment in the amount of approximately S$1.56 million would be required. Submitted by Kuah Kok Kim, Executive Chairman on 31/01/2001 |
| (Post 25 of 204) 02/01/2001.00:53:25 |
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Clarification of the consideration in respect of the Sale and Purchase Agreement
Metalock (Singapore) Limited (the "Company") wishes to provide clarification with regard to the Company's announcement of 18 January 2001 concerning the Sale and Purchase Agreement (the "Agreement") which the Company's wholly-owned subsidiary, Aqua-Terra Supply Company Pte Ltd ("Aqua-Terra"), entered into with KS Tech Limited ("KST") to sell Aqua-Terra's business assets ("Assets"). The total consideration for the sale of the Assets agreed between the parties is S$5,905,743.00. The final consideration payable is subject to adjustments, inter alia, to take into account depreciated value of the fixed assets as at completion and movement of stock in trade, which would be part of the Assets to be sold. The consideration is based on the book value of the Assets plus a premium. The book value of the Assets as at 31 October 2000 was S$4,255,743.00 and the premium of S$1.65 million was arrived at on a "willing-buyer and willing-seller" basis after negotiations. In the negotiations, the parties took into account, inter alia, the fact that Aqua-Terra would cease to carry on its current business and would change its name to one that does not include "Aqua-Terra" and would endeavour to procure its principals to continue to transact with the purchaser after the sale of the Assets. The Company will be issuing a circular to give further details of the proposed transaction. Submitted by Fong Choon Seng, Company Secretary on 31/01/2001 |
| (Post 26 of 204) 02/05/2001.19:33:05 |
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EXERCISE OF OPTIONS
On 22 January 2001, Metalock (Singapore) Limited ("Company") announced that its wholly owned subsidiary, Aqua-Terra Supply Company Pte Ltd ("Aqua-Terra"), had granted an option to BOC Technologies Singapore Pte Limited ("BOC") in respect of the sale of Aqua-Terra's property at 42 Loyang Drive (the "Property"). The Company wishes to announce that BOC has on 5 February 2001 exercised the option. In accordance with the terms of sale, the legal completion date for the sale and purchase of the Property shall be 11 June 2001 or 16 weeks from the receipt of Jurong Town Corporation's written consent to the sale, whichever is earlier. If Jurong Town Corporation's consent is not obtained within 10 weeks from 5 February 2001 or such later date as the parties may agree, the agreement for the sale and purchase of the Property shall become null and void. Submitted by Fong Choon Seng, Company Secretary on 05/02/2001 |
| (Post 27 of 204) 02/23/2001.23:29:09 |
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PRESS RELEASE - Metalock gets S$750, 000 reimbursement from insurance claim
SINGAPORE - 23 February 2001 - Mainboard-listed Metalock (Singapore) Limited has successfully negotiated with its underwriter for a reimbursement of S$750,000 as a global settlement in respect of an insurance claim relating to an out-of-court settlement made earlier to the owners of the vessel "Bader III", and a separate potential claim. In 1998, Hijazi & Ghosheh Company (H & G), the Jordanian owners of "Bader III", had initiated a US$5.19 million lawsuit against Metalock for the repairs carried out on the vessel in late 1997. The Company is also expected to reach a settlement on the separate claim which relates to repairs carried out by Metalock. The amount of settlement is not expected to have any material impact on the financial position of the Company. "Metalock had earlier submitted the "Bader III claim" to its underwriter, but they had denied liability. This was why we had to make full provision for the out-of-court settlement of US$1.779 million (approximately S$3.03 million) during our last financial year ended 31 March 2000," explained Mr K.K. Kuah, Metalock's Executive Chairman. "However, we are very grateful that the underwriter had agreed to review our claim and decided to make a global award of S$750,000 for both claims on an ex-gratia basis. This payment, which will be treated as an extraordinary gain, will have a positive impact on our financial results for the year ending 31 March 2001," he added. The Company informed that on a proforma basis, had the reimbursement of S$750,000 taken place on 1 April 1999, the Group's loss per share (after extraordinary items) for the financial year ended 31 March 2000 would have been reduced from 9.95 Singapore cents to 9.10 cents. The consolidated net tangible assets per share would also have increased from 32 Singapore cents to 33 cents. About Metalock Metalock (Singapore) Limited is primarily involved in marine and oilfield engineering, trading of marine and industrial products, manufacturers' representative and agency house for oilfield, marine and industrial equipment. The Group also owns the leading sales and service supplier of turbochargers in Australia and is seeking to grow the business in Southeast Asia. The Group recently ventured into the design, production and operation of remotely-operated subsea vehicles (ROVs). For its current half-year ended 30 September 2000, the Group had reported a net profit after tax and minority interest of S$548,000, which was achieved on a 61.8% increase in turnover to S$26.8 million. This compared favourably with a loss of S$1.0 million, which included an exceptional gain of S$0.8 million from a government grant to a subsidiary, on a turnover of S$16.5 million in the previous corresponding period. The Group's earnings per share, based on existing issued share capital, had risen to 0.69 Singapore cents from a loss per share of 1.31 cents previously. Contributing to the half-year turnaround was the higher contribution from its oilfield services division, which benefited from the recovery of oilfield industries led by rising oil prices. The Group also enjoyed a full half-year contribution from its wholly-owned subsidiary in Australia, Dynamic Turbocharger Services (Australia) Pty Ltd, which is reputed to be the largest independent sales and service supplier of turbochargers in the Southern Hemisphere. Savings arising from the cost-cutting measures, introduced since December 1999, also contributed to the turnaround. Going forward, the Group is looking to tap new business segments such as the manufacture and operation of ROVs, as well as grow the turbocharger business in Southeast Asia. Submitted by Loh Shu Chun, Company Secretary on 23/02/2001 |
| (Post 28 of 204) 03/28/2001.22:50:14 |
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INCREASE OF SHAREHOLDINGS IN OSEA (ABERDEEN) LIMITED
Further to the announcement made on 29 November 2000 (Masnet No. 14), the Board of Directors of Metalock (Singapore) Limited ("Metalock") is pleased to announce that Metalock had increased its shareholdings from £25,000 to £150,000 in Osea (Aberdeen) Limited ("OSA"), by subscribing for 125,000 ordinary shares of £1.00 each at par. The investment is held through Metalock's subsidiary, Osea Investments Pte Ltd ("OSI"). OSA is a wholly owned subsidiary of OSI. The acquisition was funded through internal resources. None of the directors or substantial shareholders of the Company have any interest, direct or indirect in the transaction. Submitted by Fong Choon Seng, Company Secretary on 28/03/2001 |
| (Post 29 of 204) 03/30/2001.21:14:03 |
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CORPORATE RESTRUCTURING
The Board of Directors of Metalock (Singapore) Limited (the "Company") wishes to announce that the Metalock Group (the Company and its subsidiaries) will be undertaking a business restructuring exercise whereby operating divisions of the Company will be transferred to the Company's wholly-owned subsidiaries with effect from 1 April 2001. The Metalock Group is primarily involved in providing specialized mechanical engineering services to the marine and oilfield industries. Certain activities of the Metalock Group are undertaken by the subsidiaries of the Company but oilfield, advanced engineering and marine parts trading are undertaken by divisions of the Company. To achieve administrative and cost-efficiency and to enable more accurate assessment of the performance of the various activities of the Group, it is proposed that the operating divisions of the Company be transferred into subsidiaries of the Company. Metalock Marine Pte Ltd ("MMPL"), a wholly-owned subsidiary of the Company, currently undertakes principally marine repairs activities. The business of the advance engineering division and marine parts trading division of the Company are complementary to the activities of MMPL and will be transferred to MMPL. The activities of the oilfield division will be transferred to the Company's wholly-owned subsidiary, Metalock Oilfield Services Pte Ltd (formerly known as Metalock Underwater Maintenance Pte Ltd), which is currently dormant. The proposed restructuring will be effected by transferring the relevant assets to the subsidiaries at book value. On completion of the restructuring, the Company will be an investment holding company with only corporate headquarters activities. The proposed restructuring will not have any material impact on the Metalock Group's net tangible asset or earnings per share. Submitted by Fong Choon Seng, Company Secretary on 30/03/2001 |
| (Post 30 of 204) 04/01/2001.16:01:48 |
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PRESS RELEASE
CONTACT INFORMATION Scotchbrook-BSMG Worldwide Tel: 235 3121 Fax: 836 3121 Ho See Kim, seekim@scotchbrook-bsmg.com.sg Alan Lee, alanlee@scotchbrook-bsmg.com.sg SINGAPORE - 1 April 2001 - Mainboard-listed Metalock (Singapore) Limited announced today that it is undertaking a business restructuring exercise aimed at boosting efficiency and accountability. Under the restructuring, three of its operating divisions - Oilfield, Advanced Engineering and Marine Parts Trading - will be transferred to the Group's wholly-owned subsidiaries with effect from 1 April 2001. This is to enable the Group to assess the performance of each business segment more accurately, as well as achieve administrative and cost efficiency. The Group's wholly-owned subsidiary, Metalock Marine Pte Ltd, which is involved in marine repair activities, will assimilate both the Advanced Engineering and Marine Parts Trading divisions. Similarly, the activities of the Oilfield division will be transferred to a wholly-owned subsidiary, Metalock Oilfield Services Pte Ltd (formerly known as Metalock Underwater Maintenance Pte Ltd). As part of the restructuring, relevant assets of each division will be transferred to the relevant subsidiaries at book value. Following the restructuring, Metalock (Singapore) Limited will be an investment holding company with only corporate headquarters activities. (please refer to attached chart) Explaining the rationale for the restructuring, Mr KK Kuah, Metalock's Executive Chairman said, "This exercise is part of our ongoing effort to streamline our operations. Not only will this restructuring facilitate greater accountability and pooling of our resources, it will also boost our productivity and efficiency as a Group." "Ultimately, our aim is to achieve more value for our shareholders," he added. In another development, Metalock announced that its wholly-owned subsidiary Aqua-Terra Supply Company Pte Ltd has completed the sale of its business assets to KS Tech today. Metalock had earlier in January this year announced its plans to sell Aqua-Terra's business operations to the Sesdaq-listed distributor of oil and gas equipment for a purchase consideration of approximately S$6 million. About Metalock Metalock (Singapore) Limited is primarily involved in marine and oilfield engineering, manufacturers' representative and agency house for oilfield, marine and industrial equipment. The Group also owns the leading turbocharger producers in Australia and is seeking to grow the business in Southeast Asia. The Group recently ventured into the design, production and operation of submersible ROV. |
| (Post 31 of 204) 04/06/2001.22:20:41 |
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INVESTMENT IN OSEA INVESTMENTS PTE LTD
Metalock (Singapore) Limited ("the Company") announced on 6th September 2000 that the Company entered into a Shareholders' Agreement in respect of Osea Investments Pte Ltd ("OSEA") whereby the Company would subscribe for up to 3,000,000 ordinary shares of S$1.00 each in the capital of OSEA at par in 8 tranches over a period of two years. As of 5 April 2001, the Company holds 855,000 ordinary shares in the capital of OSEA in accordance with the schedule. The Company is pleased to announce that it has, today, completed the subscription of the remaining 2,145,000 ordinary shares at par for cash, earlier than originally scheduled. Following the subscription and allotment, the Company holds 3,000,000 ordinary shares representing 72.99% equity in OSEA. The joint venture party, Mr Samuel Bernard Sassoon, who is also the Managing Director of OSEA, holds 24.33% and the remaining 2.68% are held by key employees of OSEA through the exercise of their employee share option. The investment was funded through internal resources. The transaction is not expected to have any material impact on the net tangible assets per share or earnings per share of the Company in the current financial year. None of the directors or substantial shareholders of the Company have any interest, direct or indirect in the joint venture. Submitted by Fong Choon Seng, Company Secretary on 06/04/2001 |
| (Post 32 of 204) 04/11/2001.22:52:32 |
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Acquisition of 400, 000 ordinary shares of S$ 1 each in ATS Moorflex Pte Ltd ("ATS") from wholly-owned subsidiary (Aqua-Terra Supply Company Private Limited) and 2 other shareholders of ATS
Metalock (Singapore) Limited ("the Company") had, on 31 March 2001, signed a sale and purchase agreement (the "Agreement") with all the existing shareholders (the "Vendors") of its associated company, ATS Moorflex Pte Ltd ("ATS") to acquire 400,000 ordinary shares of S$1.00 each (representing 100% of the total issued shares) in the capital of ATS, for a total consideration of S$37,151. One of Vendors is Aqua-Terra Supply Company Private Limited ("Aqua"), a wholly-owned subsidiary of the Company. Aqua will dispose all its interests in ATS (made up of 200,000 ordinary shares of S$1 each representing 50% of ATS's total issued shares) at a consideration of S$18,575. The consideration was derived based on the net tangible assets of ATS as at 31 March 2001, amounting to S$37,151 and it was satisfied from the Company's internal fund. This acquisition was completed on 31 March 2001. On completion, ATS becomes a wholly-owned subsidiary of the Company The Company's aforesaid acquisition and the corresponding disposal by Aqua, are not expected to have any material impact on the earnings per share or net tangible assets per share of the Company for the current financial year. None of the directors or substantial shareholders of the Company have any interest, direct or indirect, in the above-mentioned acquisition and disposal. Submitted by Fong Choon Seng, Company Secretary on 11/04/2001 |
| (Post 33 of 204) 05/25/2001.16:45:20 |
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PRESS RELEASE
CONTACT INFORMATION Scotchbrook-BSMG Worldwide Tel: 2353121 Fax: 836 3121 Ho See Kim, seekim@scotchbrook-bsmg.com.sg Yap Meng Lee, menglee@scotchbrook-bsmg.com.sg SINGAPORE - 25 May 2001 - Mainboard-listed Metalock (Singapore) Limited has reversed a loss last year and recorded a net profit in its financial year ended 31 March 2001, with expectations of sustained profitability in the coming year. For the financial year ended 31 March 2001, the Group reported a profit after tax (after extraordinary items) of $1.95 million which was achieved on a 33.3% increase in turnover to $49.67 million. This is a significant turnaround from the previous year's loss of $7.9 million. Contributing to the turnaround was the full-year contribution from the wholly-owned subsidiary, Dynamic Turbocharger Services (Australia) Pty Ltd; the increase in contribution from the Group's oilfield services division which benefited from the recovery of oilfield industries led by rising oil prices, as well as extraordinary gains. Based on the latest results, earnings per share based on existing issued share capital rose to 2.47 Singapore cents from a loss per share of 9.95 cents previously. Net tangible assets per ordinary share also increased to 33.58 cents, up from 31.85 cents in the preceding year. Commenting on the Group's improved earnings, Mr K.K. Kuah, Metalock's Executive Chairman, said, "We are pleased that the hard work we put in has produced positive results. We have put most of our past problems behind us and we are in a good financial position to seek potential growth in new areas". "We also expect to see contributions from the manufacture and operation of remotely-operated subsea vehicles (ROVs)," Mr Kuah added. Osea Investments Pte Ltd (Osea), of which Metalock owns a 73% stake, launched its first Mohawk "eyeball" ROV system in May 2001 and the second Mohawk system will be launched next month. These 2 systems are contracted to provide services to a major European oil company in the North Sea. These contracts, which were awarded to Osea even before the first Mohawk system were completed, is testimony of the confidence the industry has in Osea. ROVs are in high demand for deep-sea works where the depth involved is beyond the capability of human divers, such as those in the offshore oil and gas, and fibre optic cable laying industries. Given the tough operating environment of the marine sector in Singapore, Metalock is looking for opportunities to leverage on its core competencies in marine engineering services by providing these services to newly-established ship-repair centres such as those in China. In addition, Metalock intends to leverage on its engineering capabilities, and extend its services to non-marine land-based sectors such as the petrochemical companies. Metalock is already pre-qualified by a significant number of companies located on the petrochemical hub of Jurong Island, which is literally on its own backyard. Metalock's subsidiary, Dynamic Turbochargers, whose operations is currently concentrated in Australia, is actively studying the feasibility of replicating its business model in Southeast Asia where there is high demand for turbochargers. On prospects for the rest of the year, Mr Kuah said, "Barring unforeseen circumstances, we expect to sustain our Group's performance this year." Metalock (Singapore) Limited is primarily involved in marine and oilfield engineering, trading of marine and industrial products, manufacturers' representative and agency house for oilfield, marine and industrial equipment. The Group also owns the leading turbocharger producers in Australia and is seeking to grow the business in Southeast Asia. The Group has also ventured into the design, production and operation of ROVs. |
| (Post 34 of 204) 05/26/2001.08:50:39 |
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Business Times - 26 May 2001
Now it's back in black, Metalock seeks merger Executive chairman claims several suitors have already come forward By Ven Sreenivasan HAVING bounced back into the black, the debt-free and cash-rich marine services specialist, Metalock Singapore, is seeking a takeover by - or merger with - a bigger and more established marine-sector player. Executive chairman K.K. Kuah said after presenting the company's full-year results yesterday: 'If it will enhance shareholder value, why not? I have no hang-ups about selling the company to a bigger player if it makes sense to do so. We cannot remain as we are forever.' Mr Kuah, whose family has a 20 per cent stake in Metalock, said he had already been approached by potential suitors but did not reveal who they were. Mainboard-listed Metalock reported $1.95 million net earnings on revenue of $49.67 million for the year ended March 31, 2001, a significant turnaround from a net loss of $7.9 million on $37.3 million revenue the year before. With the regional crisis over, the company believes it is now on a stronger financial footing than it has been for many years. 'After three-and-a-half years of hard work we have managed to put the house in order,' Mr Kuah said. 'We have disposed or written down non-performing assets, settled outstanding legal disputes and improved the quality of our services.' As a result, he said, 'triple-A customers are knocking on the door again'. He added that the biggest challenge up ahead now was to redefine Metalock's strategy and future direction. The company will refocus on its core competencies in marine engineering-related work. 'I think it is more sensible for us to try to leverage on the knowledge and experience we have accumulated over 40 years in the engineering field,' he said. 'We are currently completing the sale of our surplus property in the next two weeks, following which the group will be debt free and in a cash-surplus position. We will have no funding difficulties for new business opportunities.' The company has raked in $6 million from the sale of its marine-services trading business, Aqua-Tech, to listed KS Tech and will collect a further $4.4 million from the sale of Aqua-Tech's building to BOC Technologies. Metalock has total assets of $45.46 million, versus total liabilities of $18.55 million. Shareholders' funds as at March 31 stood at $26.6 million. The latest full-year result translates into earnings per share of 2.47 cents and an NTA per share of 33.58 cents. Metalock shares closed 3.5 cents higher at 44.5 cents yesterday on volume of 153,000. While Singapore operations still contributed the lion's share of turnover, the proportion shrank to 68 per cent last year, from 81 per cent previously, as the company expanded aggressively in Australia, whose contribution has doubled to 30 per cent. In terms of industry contribution to turnover, marine & oilfield services accounted for 41 per cent (45 per cent in ness doubled to 30 per cent mand) and trading dropped to 26 per cent (from 36 per FY2000), turbocharger busi(largely due to Australian de Mr Kuah is cautiously opcent). timistic about prospects for the current year. 'We are taking in new jobs every few days and at the moment the business outlook is not too bad,' he said. 'But the marine engineering business is tough and competition is keen. Nevertheless, we should remain profitable this year, barring unforeseen circumstances.' He pointed out that higher oil prices had re-ignited the exploration industry, thereby boosting demand for the kind of repair and maintenance services that Metalock specialises in. The company had also facturing unmanned started designing and manuRemote Operating Vehicles or ROVs, which could be used for underwater trouble-spotting and cable laying in depths of up to 3 km. Two have already been commissioned for use in the North Sea by a major European oil company and Metalock is now building more. Copyright © 2001 Singapore Press Holdings Ltd. All rights reserved. |
| (Post 35 of 204) 05/28/2001.08:41:37 |
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CLARIFICATION OF THE ARTICLE IN THE BUSINESS TIMES ON SATURDAY, 26 MAY 2001
We refer to the report "Now it's back in black, Metalock seeks merger" (Business Times, Saturday, 26 May 2001) by Mr Ven Sreenivasan ("the report"), which may have come to your attention. The report carried the sub-heading "Executive chairman claims several suitors have already come forward" and stated (in the body of the report), "Mr Kuah... said he had already been approached by potential suitors but did not reveal who they were." We have sent the enclosed letter to the Editor of the Business Times, which clarifies that Mr K K Kuah, the Group's Executive Chairman, did not make any comments suggesting that Metalock had been approached by suitors for a corporate merger. We have also clarified that we have not been approached by any suitors or are currently in discussion with any suitors for a merger or sale of the company. Submitted by Seah Cheng San, General Manager - Corporate Services on 26/05/2001 |
| (Post 36 of 204) 05/28/2001.12:27:04 |
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Research reproduced with permission from DMG.
METALOCK(SINGAPORE)LTD HOLD (Unchanged) S$0.445 Back In Black ·Turnover for the Group increased 33% to S$49.7m on the back of full year contribution of S$15.0m from the Australian turbocharger business and more oil field activities. The Group had incurred a start up cost of S$0.28m in their new subsea robotics segment. With no exceptional losses (FY00: S$1.1m), the Group returned to profitability in FY01. ·Going forward, the Group will be relying on the turbocharger segment to contribute steady earnings stream (FY01: S$0.9m). On the other hand, the new business of subsea robotics is expected to be profitable in 3 years time and will be one of the key business segment. The Group will build, own and operates 2 subsea robotics and had already secured contracts in this new business segment. The oilfield business of providing engineering repair services to the oil & gas industry is expected to continue its upward momentum due to cyclical recovery. ·We believe that the Group needs time for the new business to grow and transform the Group from a sunset marine engineering company to a high growth subsea robotic company with turbocharging and oilfield & marine businesses. We believe that it is too early for investors to buy into the company. The stock is also plagued by low liquidity. Maintain HOLD. ·The 50 days SMAVG is cutting above the 100 days SMAVG of S$0.34 – a bullish signal. The stock appears to have bottom out at S$0.22. Next level of resistance is at S$0.56. However, liquidity is low. · MACD : positive, upward trend · RSI : 61.72%, neutral Price Resistance : S$0.56 · Price Support : S$0.34 |
| (Post 37 of 204) 05/28/2001.18:39:01 |
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METALOCK (SINGAPORE) LIMITED
CLARIFICATION OF THE ARTICLE IN THE BUSINESS TIMES ON SATURDAY, 26 MAY 2001 28 May 2001 The Listings Manager Singapore Exchange Limited 20 Cecil Street #18-02 Singapore Exchange Singapore 049705 Dear Sirs BT REPORT - "NOW IT'S BACK IN BLACK, METALOCK SEEKS MERGER" (BUSINESS TIMES, SATURDAY, 26 MAY 2001) Subsequent to our letter to the Business Times ("BT") dated 26 May 2001 (the "letter"), BT has contacted us to further clarify the subject. We have incorporated an additional sentence to the letter. Attached herewith is the letter with the additional sentence shown in bold. Yours faithfully, Seah Cheng San General Manager - Corporate Services Metalock (Singapore) Limited Submitted by Seah Cheng San, General Manager - Corporate Services on 28/05/2001 to the SGX |
| (Post 38 of 204) 06/11/2001.21:11:54 |
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Completion of Sale of Property by Subsidiary
Further to the announcements made by the Directors of Metalock (Singapore) Limited (the "Company") on 22nd January 2001 and 5th February 2001, the Directors of the Company are pleased to announce that the completion of the sale of the property of the Company's subsidiary, Aqua-Terra Supply Company Pte Ltd, at 42 Loyang Drive, Singapore, to BOC Technologies Singapore Pte Ltd has taken place on 11 June 2001. Submitted by Fong Choon Seng, Company Secretary on 11/06/2001 |
| (Post 39 of 204) 06/27/2001.17:18:11 |
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Metalock to exit from the foundry business in Ipoh
· Group's initiative to streamline core businesses and increase shareholder value SINGAPORE - 27 June 2001 - Mainboard-listed Metalock (Singapore) Limited announced today its plans to sell off the foundry operations of the Group's subsidiary, Metalock Castings Sdn Bhd, based in Ipoh, Malaysia. In the event that a sale cannot materialise, the Group will wind down the business entirely. Explaining the board's decision, Mr KK Kuah, Metalock's Executive Chairman said, "We conducted a thorough review of our foundry business in Ipoh and concluded that the foundry business lacks competitiveness due to its small scale of operations." "To increase the operations to a meaningful size would require significant investments which we are not prepared to commit given the low anticipated returns. In addition, the management efforts required to grow the business could be better applied to other more profitable areas," Mr Kuah added. For the financial year ended 31 March 2001, Metalock Castings Sdn Bhd reported a loss before tax of approximately S$ 54,000 on S$ 1.34 million in revenue. "We are in the process of looking for a buyer for the business. The other alternative would be to wind down the business entirely. In which case, we will continue to honour our commitment to our customers, suppliers and creditors even as Metalock Castings becomes a dormant company," Mr Kuah revealed. Based on the audited accounts for the financial year ended 31 March 2001 and assuming that the transaction had been completed on 1 April 2000, the earnings per share of the Group would have been reduced from 2.47cents to 2.14 cents. There would also have been no material impact on the net tangible asset per share of the Group. For the financial year ended 31 March 2001, the Group had reported a net profit after tax of S$1.95 million which was achieved on a 33.3% increase in turnover to S$49.67 million. This compared favourably with a loss of S$7.88 million, on a turnover of S$37.27 million in the previous year. Contributing to the turnaround was the full-year contribution from the wholly owned subsidiary, Dynamic Turbocharger Services (Australia) Pty Ltd; the increase in contribution from the Group's oilfield services division which benefited from the recovery of oilfield industries led by rising oil prices, as well as extraordinary gains. "We are in a good financial position to seek new growth areas such as the manufacture and operation of remotely-operated subsea vehicles (ROVs). In May this year, our ROV business got off to a good start in the North Sea through our Aberdeen subsidiary," Mr Kuah added. Metalock's first 2 Mohawk eyeball ROVs are currently deployed in service and its 2 workclass ROVs are expected to be ready for deployment by October 2001. Submitted by Fong Choon Seng, Company Secretary on 27/06/2001 |
| (Post 40 of 204) 07/20/2001.17:18:00 |
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CLARIFICATION OF INFORMATION ON METALOCK EXECUTIVES' SHARE OPTION SCHEME
In the Annual Report 2000/2001 of Metalock (Singapore) Limited (the "Company"), the Directors' Report dated 11 June 2001 referred to the Metalock Executives' Share Option Scheme (the "Scheme") approved by shareholders on 8 August 2000 as a scheme for Non-Executive Directors and Senior Executives. The Directors wish to clarify that the Scheme approved by shareholders allows participation by Executive Directors as well. However at the date of grant of options, the Company's only Executive Director is also a controlling shareholder (as defined by the Listing Manual of the Singapore Exchange), no option under the Scheme has been granted to the Executive Director of the Company. The Company also wishes to inform shareholders that in the financial year ended 31 March 2001, no option under the Scheme was granted at a discount to prevailing market price of the shares in the Company although the Scheme provides for discounts to be given. Submitted by Kuah Kok Kim, Executive Chairman on 20/07/2001 |
| (Post 41 of 204) 08/31/2001.19:30:33 |
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PRESS RELEASE
SINGAPORE - 31 August 2001 - Mainboard-listed Metalock (Singapore) Limited announced today that the business operations of two of its subsidiaries, Metalock Oilfield Services Pte Ltd (MOFS) and Metalock Marine Pte Ltd (MMPL) will merge, with effect from 1 September 2001. This will result in costs savings and more efficient use of operating resources. The combined operations will be carried on by MMPL, which will be re-named MTQ Engineering Pte Ltd while MOFS will become dormant. Explaining the rationale for the restructuring, Mr K.K. Kuah, Metalock's Executive Chairman said, "The merger allows for easier scheduling of work and better coordination. As both the marine and oilfield operations share common work processes such as machining and welding, the merger will facilitate a more efficient utilisation of our workshop resources such as manpower and equipment." "The merger will also eliminate inter-company transactions and billings, thereby freeing up administrative resources that can be redeployed to more value-added functions such as following up on debtors collection." Assuming that the proposed restructuring took effect from 1 April 2000, the Group's earning per share is expected to increase from 2.47 cents to 2.66 cents. The transaction is not expected to have any material impact on net tangible asset per share of the Group. About Metalock Metalock (Singapore) Limited is primarily involved in marine engineering, oilfield equipment repairs and trading of marine and industrial products. The Group owns the leading turbocharger suppliers and repairer in Australia and has ventured into the design, production and operation of subsea remotely operated vehicles. |
| (Post 42 of 204) 08/31/2001.22:10:46 |
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RESTRUCTURING OF OILFIELD AND MARINE OPERATIONS
The Board of Directors of Metalock (Singapore) Limited (the "Company") wishes to announce that the oilfield operations of Metalock Oilfield Services Pte Ltd ("MOFS"), a wholly-owned subsidiary of the Company, will be transferred to Metalock Marine Pte Ltd ("MMPL"), another wholly-owned subsidiary, with effect from 1 September 2001. Presently, MMPL's principal activities are marine engineering and repairs and marine parts trading. With the restructuring, MMPL will also carry on the oilfield operations and will be re-named as MTQ Engineering Pte Ltd. As the oilfield and marine operations share common work processes and resources,this restructuring will result in costs savings, more efficient use of operating and administrative resources through streamlining of the combined operations. The restructuring will be effected by transferring the relevant assets of MOFS to MMPL at book value as at the close of business on 31 August 2001. Upon completion of the transfer, MOFS will become a dormant company. Assuming that the proposed restructuring took effect from 1 April 2000, the Metalock Group's (the Company and its subsidiaries) earning per share is expected to increase from 2.47 cents to 2.66 cents. The exercise will not have any material impact on Metalock Group's net tangible asset per share. Submitted by Kuah Kok Kim, Executive Chairman on 31/8/2001 |
| (Post 43 of 204) 11/30/2001.15:29:38 |
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PRESS RELEASE
CONTACT INFORMATION Scotchbrook-BSMG Worldwide Tel: 2353121 Fax: 836 3121 Ho See Kim, seekim@scotchbrook-bsmg.com.sg Yap Meng Lee, menglee@scotchbrook-bsmg.com.sg despite various one-time charges SINGAPORE - 30 November 2001 - Mainboard-listed Metalock (Singapore) Limited today released results for the first half of its financial year ended 30 September 2001, which showed net profit of $235,000 on turnover of $21.3 million. This compares with a net profit of $553,000 on turnover of $26.8 million in the previous corresponding period. The Group's net profit would have been better than the year-ago period had it not been for the following factors: * A loss of $291,000 recorded by OSEA Investments Pte Ltd (now renamed as MTQ Subsea Technology Pte Ltd) mainly due to start-up costs associated with its remotely-operated subsea vehicle (ROV) operations in the UK; * Exceptional items of $217,000 arising from a further streamlining of its workforce Revenue which declined 20.5% was due to the disposal of the Group's Trading business in March this year. In addition, contribution from the Group's Australian operations was also lower. This was partly offset by the continued good performance of the Group's Oilfield division as well as maiden revenue contribution from MTQ Subsea Technology following the launch of its first two ROVs. The Group also incurred a higher taxation of $442,000 which corresponded to the improved performance of the Group's Oilfield division which could not be set-off against the losses of some of the Group's other subsidiaries. Based on the latest results, earnings per share based on existing issued share capital declined from 0.70 Singapore cents to 0.30 cents. Net tangible assets per ordinary share, however, increased from 32.36 cents to 33.64 cents. Commenting on the Group's interim results, Mr K.K. Kuah, Metalock's Executive Chairman, said, "While the Group's oilfield business is likely to perform well in the current year, the keen competition in the marine industry is unlikely to ease in the foreseeable future. In spite of our various efforts to reduce operating costs which would generate benefits for our marine operations, we will continue to reduce our reliance on this sector and leverage our engineering capabilities by exploring business opportunities in land-based industries." "Barring unforeseen circumstances, we expect to see a better second half, with the absence of further losses from the foundry operations and various non-recurring items," he said. "We also expect further positive contributions from our oilfield and turbocharger operations in the second half," he added. MTQ Subsea Technology rolled out its first workclass ROV system, designed and manufactured at Metalock's facility in Singapore. With a 3000-metre depth rating, this ROV system, named Phoenix 1, will undergo extensive sea trials next month before it is deployed in the North Sea in early 2002, where a number of potential clients had already expressed interest in using the ROV. A second workclass ROV, Phoenix 2, is expected to be deployed in the North Sea by the new financial year. Earlier in the year, MTQ Subsea, which is 73%-owned by Metalock, had launched two smaller Mohawk "eyeball" ROV systems which served a major European oil company in the North Sea in May this year and began contributing to the Group's turnover. ROVs are used to perform tasks in hostile underwater locations and to depths well beyond the capability of divers. The Phoenix ROVs will be deployed in the offshore oil and gas and communications industries. In April 2001, all the operating units of the Company were transferred to its wholly-owned subsidiaries. As a result, the Company became an investment holding company with only corporate headquarters activities. About Metalock Metalock (Singapore) Limited is primarily involved in marine engineering, oilfield equipment repairs and trading of marine and industrial products. The Group owns the leading turbocharger suppliers and repairer in Australia and has ventured into the design, production and operation of subsea remotely operated vehicles. |
| (Post 44 of 204) 11/30/2001.15:42:25 |
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| (Post 45 of 204) 12/03/2001.20:26:56 |
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***** Metalock Reports US$763,465 Pre-Tax Loss in H1
"The company said that competition in the marine industry is unlikely to ease in the foreseeable future" web page |
| (Post 46 of 204) 12/04/2001.12:24:50 |
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Reproduced with permission from DMG
03 Dec 01 Metalock - Hit By Restructuring and Start Up Costs Details · Net profit declined 58% to S$0.24m on the back of lower sales of S$21.3m (down 21% y-o-y) for 1H02. · The lower sale was due to divestment of its trading business in March 2001. · There was an exceptional loss of S$0.22m (retrenchment costs) arising from the Group’s restructuring of its oilfield and marine services and the closure of its loss making casting operations in Malaysia. · The Groupt incurred a start up cost of S$0.29m from its new business of remotely operated subsea vehicles (ROVs). · The bright spot is the Group balance sheet which remains healthy with net cash of S$2.8m. Analysis · The Group is in the midst of restructuring its business model to focus on turbo charging, marine & oilfield services and subsea robotics. · We expect the Group’s profitability to under perform due to start up costs, potential provisions and time lag before the new businesses are profitable. · The Group has 2 ROVs deployed in North Sea currently. There will be at least 6 ROVs by end of FY03. We expect the ROV to post higher contribution in FY03 from the current 5% of sales. Recommendation · There is little liquidity in the stock. · We think that it is too early to buy into the stock given that the ROVs contribution will kick in only in FY03 (ie from April 02 – March 03). |
| (Post 47 of 204) 12/31/2001.12:41:04 |
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METALOCK (SINGAPORE) LIMITED
RESIGNATION OF GENERAL MANAGER – CORPORATE SERVICES The Board of Directors of Metalock (Singapore) Limited announce that Mr Seah Cheng San resigned as General Manager, Corporate Services with effect from 31 December 2001 to pursue his personal interests. BY ORDER OF THE BOARD METALOCK (SINGAPORE) LIMITED Submitted by Fong Choon Seng, Company Secretary on 31/12/2001 to the SGX |
| (Post 48 of 204) 01/15/2002.17:38:21 |
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METALOCK (SINGAPORE) LIMITED
Announcement Of Appointment Of Director Date of appointment: 15 Jan 2002 Name: IAN WAYNE SPENCE Age: 59 Country of principal residence: Singapore Whether appointment is executive, and if so, the area of responsibility: Non-Executive Working experience and occupation(s) during the past 10 years: 1992 - Present Company Director listed under present directorship 1973 - 1992 Bowater Far East Ltd Managing Director Other directorships Past: None Present: Singapore Temenggong Pte Ltd Palms Food International Pte Ltd Detpak Packaging Pte Ltd Apa Photo Agency (Pte) Ltd Hofer Communications (Pte) Ltd Insight Media (Pte) Ltd Insight Print Services (Pte) Ltd Apa Publications GmbH Solutions Pte Ltd SuperSolutions Pte Ltd OZPAC Pte Ltd Hong Kong Apa Publications (HK) Limited Apa Publications (UK) Limited TransContinental Hospitality Services Limited Interagencies Limited Central Asia Hospitality Services Ltd Thailand Apa Publications (Thailand) Limited Indonesia P T Patra Supplies & Services (Komisaris) P T Tatasolulsi Pratama (Komisaris) P T Adaro Indonesia (Komisaris) Malaysia Pintas Bidara Sdn Bhd Bermuda APRIL Fine Paper Holdings Limited (formerly known as A P Forest Products Ltd Asia Pacific Resources International Holdings Limited A P Resources Limited Asia Pacific Forest Products Limited Australia Kampar Investments Pty Ltd Australasean Infrastructure Developement Pty Ltd Shareholding in the listed issuer and its subsidiaries: NIL Family relationship with any director and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries: None Conflict of interest: None Declaration by a Director, Executive Officer or Controlling Shareholder as Required ( Per Appendix 15) - 1(a) Were you in the last 10 years involved in a petition under any bankruptcy laws in any jurisdiction filed against you ? No 1(b) Were you in the last 10 years a partner of any partnership involved in a petition under any bankruptcy laws in any jurisdiction filed against it while you were such a partner? No 1(c) Were you in the last 10 years a director or an executive director of any corporation involved in a petition under any bankruptcy laws in any jurisdiction filed against it while you were such a director or executive officer ? No 2. Are there any unsatisfied judgements outstanding against you ? No 3. Have you been convicted of any offence, in SIngapore or elsewhere, involving fraud or dishonesty punishable with imprisonment for 3 months or more, or charged for violation of any securities laws? Are you the subject of any such pending criminal proceeding ? No 4. Have you at any time been convicted of any offence, in Singapore or elsewhere, involving a breach of any securities or financial market laws, rules or regulations ? No 5. Have you received judgment against you in any civil proceeding in Singapore or elsewhere in the last 10 years involving fraud, misrepresentation or dishonesty? Are you the subject of any such pending civil proceeding ? No 6. Have you been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any corporation? No 7. Have you ever been disqualified from acting as a director of any company, or from taking part in any way directly or indirectly in the management of any company? No 8. Have you been the subject of any order, judgement or ruling of any court of competent jurisdiction, tribunal or governmental body permanently or temporarily enjoining you from engaging in any type of business practice or activity ? No 9. Have you , to your knowledge, in SIngapore or elsewhere, been concerned with the management or conduct of affairs of any company or partnership which has been investigated by an inspector appointed under the provisions of the Companies Act, or other securities enactments or by any other regulatory body in connection with any matter involving the company partnership occurring or arising during the period when you were so concerned with the company or partnership? No Submitted by Fong Choon Seng, Company Secretary on 15/01/2002 to the SGX |
| (Post 49 of 204) 01/18/2002.17:40:37 |
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METALOCK (SINGAPORE) LIMITED
CHANGE OF NAME OF SUBSIDIARY The Board of Directors of Metalock (Singapore) Limited is pleased to announce that its wholly-owned subsidiary, Osea (Aberdeen) Limited (OSA) has changed its name to MTQ Subsea Limited with effect from 3 January 2002. The investment in MTQ Subsea Limited is held through the Company's wholly-owned subsidiary, MTQ Subsea Technology Pte Ltd. BY ORDER OF THE BOARD Submitted by Foon Choon Seng, Company Secretary on 18/01/2002 to the SGX |
| (Post 50 of 204) 02/17/2002.20:15:07 |
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METALOCK (SINGAPORE) LIMITED
SALE AND PURCHASE AGREEMENTS The Directors of Metalock (Singapore) Limited ("Metalock") hereby announce that on 15 February 2002:- 1. MTQ Engineering Pte Ltd ("MTQ"), a wholly owned subsidiary of Metalock, has entered into a conditional agreement ("MTQ Agreement") with Ciserv Singapore Pte Ltd ("Purchaser") for the sale by MTQ of its assets relating to its marine repair services and the trading and selling of related marine spare parts and components businesses ("Assets") (but excluding accounts payable and receivable) to the Purchaser for a consideration of S$5.6 million; and 2. Metalock has entered into a conditional agreement ("Metalock Agreement") with the Purchaser for the sale by Metalock of 27 Gul Drive, Singapore 629475 ("Property") to the Purchaser for a total consideration of S$3 million. Wärtsilä Singapore Pte Ltd, the immediate parent company of the Purchaser, has agreed to guarantee the Purchaser's performance of its obligations under the MTQ Agreement and the Metalock Agreement. Metalock has also agreed to guarantee MTQ's performance of its obligations under the MTQ Agreement. MTQ is a company incorporated in Singapore and is in the business of providing repair services to the marine, oilfield and other land-based related industries as well as supplying and trading in marine and industrial products. The Purchaser is part of an international group which is the leading global ship power supplier and a major provider of solutions for decentralised power generation and of supporting services. The ultimate parent company of the Purchaser, Wärtsilä Corporation, is a company listed on the Helsinki Stock Exchange in Finland. MTQ Agreement Under the MTQ Agreement, MTQ will sell its Assets to the Purchaser for a cash consideration of S$5.6 million. The total consideration for the sale of the Assets was agreed between the parties on a "willing-buyer and willing-seller" basis after negotiations. The final consideration payable is subject to adjustments, inter alia, to take into account, any difference in the net asset value of the Assets as at completion and the net asset value of the Assets as set out in the 31 August 2001 accounts. The consideration is based on the book value of the Assets of S$3.1 million as at 31 August 2001 plus a goodwill of S$2.5 million. In the negotiations, the parties took into account, inter alia, the fact that, after completion, MTQ will stop its current marine repair services and the trading and selling of related marine spare parts and components business ("Business") for 5 years in competition with the Purchaser. Completion of the sale of the Assets is subject to, inter alia, the following conditions precedent: - (i) the approval of the shareholders of MTQ and Metalock being obtained (if required); (ii) the conditions precedent set out in the Metalock Agreement being met in accordance with the terms thereof and the Metalock Agreement remaining in full force and effect and not being rescinded or terminated in any respect prior to completion of the sale of Assets; (iii) the approval of such other governmental or regulatory bodies (if required) for the sale and purchase of the Assets being obtained; and (iv) MTQ's representations on machinery and stocks in the MTQ Agreement being materially true and accurate on the date of completion of the sale and there being no variations (other than variations permitted under the MTQ Agreement) in the quantity of such machinery and stocks as at the date of completion from that shown in MTQ's August 2001 accounts. If any of the above conditions precedent (i) , (ii) or (iii) is not fulfilled within 6 months from the date of the MTQ Agreement or such later date as the parties to the MTQ Agreement may agree, or after the fulfillment of the above conditions precedent (i) , (ii) or (iii), the above condition precedent (iv) is not fulfilled on the completion of the sale, the MTQ Agreement shall cease and, save as may be expressly provided otherwise in the MTQ Agreement, none of the parties shall have any claims against the other for costs, damages, compensation or otherwise. The following are fundamental terms of the MTQ Agreement :- (i) completion under the MTQ Agreement shall take place simultaneously with completion of the sale and purchase of the Property under the Metalock Agreement; (ii) the Purchaser shall not be entitled to require MTQ to complete the sale and purchase of the Assets under the MTQ Agreement if the sale of the Property under the Metalock Agreement is not completed for any reason whatsoever; and (iii) fulfilment of all of the above conditions precedent. Metalock Agreement Under the Metalock Agreement, Metalock will sell the Property to the Purchaser for a cash consideration of S$3 million, representing a premium of S$1.1m above its book value of S$1.9m as at 31 August 2001. The Property comprises a building which sits on approximately 5,051.4 square metres of Jurong Town Corporation ("JTC") land. In arriving at the consideration of S$3 million for the disposal of the Property, Metalock took into account the advice from property consultants, Colliers Jardine, that the value of the Property as at 19 September 2001 was in the region of S$3 million based on the foregoing and current market conditions. The Property has a gross floor area of approximately 2,545.67 square metres. Completion of the sale of the Property is subject to, inter alia, the following conditions precedent: - (i) the approval from JTC being obtained; and (ii) the approval of the shareholders of Metalock being obtained (if required). If any of the above conditions precedent is not fulfilled within 6 months from the date of the Metalock Agreement or such later date as the parties to the Metalock Agreement may agree, the Metalock Agreement shall cease and, save as may be expressly provided otherwise in the Metalock Agreement, none of the parties shall have any claims against the other for costs, damages, compensation or otherwise. Completion of the sale and purchase of the Property shall take place on the same day as completion of the sale and purchase of the Assets. It is a fundamental term of the Metalock Agreement that neither the Purchaser nor Metalock shall be entitled to require the other to complete the sale and purchase of the Property under the Metalock Agreement if the sale of the Assets under the MTQ Agreement is not completed for any reason whatsoever. Metalock will be issuing a circular to the shareholders to give further details of the proposed transactions under the MTQ Agreement and the Metalock Agreement. The Board of Directors of Metalock is of the view that the sale of the Property and MTQ's sale of the Assets would be in the interest of Metalock. Despite MTQ's relentless efforts to constantly streamline its operations and improve productivity to strengthen its competitive edge, it does not have the size nor technical resources to achieve any significant technological breakthrough in the basic repair processes which could considerably increase cost efficiencies and boost margins. The Purchaser, on the other hand, is part of a group of companies which is one of the world's largest engine manufacturers. With their marketing power, established customer base and the cross-selling of the services provided |