News

Purchase Of Vessels By PT Samudera Shipping Services, A Subsidiary Of Samudera Shippng Line Ltd ("Acquisition")

The Board of Directors of Samudera Shipping Line Ltd (the "Company" or "SSL") wishes to announce that its subsidiary PT Samudera Shipping Services ("PTSSS"), a company incorporated in Indonesia had on 11 February 2003 entered into a Sale and Purchase Agreement (the "Agreement") with PT Cumawis (PTCUM) and PT Tankindo Perdana (PTTKD) (hereinafter called collectively as the "Vendors"), to purchase the vessels ("Vessels") for the consideration ("Consideration") as set out in the following paragraph. The Vendors are both subsidiaries of PT Samudera Indonesia Tbk ("PTSI") a substantial shareholder of the Company.


Consideration for the Purchase of the Vessels

Vendors	Vessels	Consideration (US$)
PT Cumawis
	WSB. Nur Hidayah	315,835
	MV. Aquatic Conserver	852,374
	OB. Cumawis 110	86,260
PT Tankindo Perdana
	MT. Amanah	138,108
	TOTAL	1,392,577

The Consideration was arrived at using the net book value and market value of the vessels as reference as well as on a "willing buyer, willing seller" basis. The Consideration will be financed through SSL Group's internal sources.


Terms and Conditions of the Agreement

Pursuant to the Agreement the Vendors will inter alia;

(a) use their best endeavour to procure the assignment or novation of the following charterparties ("Charterparties") in relation to the Vessels in favor of PT SSS:

(b) use their best endeavours to procure the crew members of the Vessels and relevant employees (as may be agreed by the contracting parties) to accept employment with PTSSS.

The Agreement is conditional upon the parties and/or their respective holding companies having obtained the approval for the sale and purchase of the Vessels from its board of directors, audit committee and/or shareholders in general meeting and approval from the relevant authorities where necessary.

The audit committee of the Company ("Audit Committee") has duly approved the purchase of the Vessels from the Vendors on 4 December 2002 and the Board of Directors of the Company have, on 6 February 2003, adopted the Audit Committee's recommendations and accordingly, passed a resolution to approve the Acquisition on the terms and conditions of the Agreement. Approval of the shareholders of SSL and PTSI for the above transaction will not be required under the applicable laws and regulations.

Completion of the Acquisition will take place within 90 days of the signing of the Agreement or such other date as the parties shall agree.


Rationale

The sale of the Vessels by the Vendors presented an opportunity for PTSSS to grow its business at a reasonable cost.

The acquisition of the Vessels together with Charterparties and the appointment of the employees are inline with the corporate direction for PTSSS. PTSSS is a company incorporated in Indonesia for providing transport services and to act as shipping agents and it currently owns a chemical tanker ship and a cement carrier ship. The addition to PTSSS' existing fleet and revenue generated by the Vessels are expected to strengthen and build PTSSS' business. Following the purchase of the Vessels, PTSSS' business will be reorganised into two divisions (i) the Liquid & Gas Division; and (ii) Marine Offshore & Dry Bulk Division. Each division will continue to provide sea transportation as well as shipping agency services.


Financial Impact

An illustration of the impact of the acquisition by the Company on the Group's and the Company's audited account for the financial year 31 December 2001 is set out below:

	Group		Company
	Before Acquisition	After Acquisition	Before Acquisition	After Acquisition
Profit after tax and minority interest (S$)	7,051,372	7,627,128	747,364	747,364
Earnings per share(1) (cents)	1.53	1.65	0.16	0.16
Net tangible asset per share(2)(cents)	40.54	40.67	35.17	35.17

Notes:
⁽¹⁾ Earnings per share of the Group and Company are calculated based on the weighted average of number of shares in 2001 of 461,722,888

⁽²⁾ Net tangible asset per share of the Group and Company are calculated based on the issued shares as at 31 December 2001 of 457,675,000

The total price consideration is US$ 1,392,577 (S$ 2,506,639) representing 1.35% of 2001 audited Group's NTA.

Profit attributable to the acquired vessels for the financial year ended 2001 approximately are:

	S$'000
Profit before tax	S$ 866
Profit after tax and minority interest	S$ 576

Interest of Directors and Substantial Shareholders

The Vendors are subsidiaries of PTSI, which is a substantial shareholder of the Company. Mr Soedarpo Sastrosatomo, a director of the Company, is a substantial shareholder of the Company by virtue of his interest in PTSI through PT Ngrumat Bondo Utomo (which holds 22.95% of PT Samudera Indonesia Tangguh ("PTSIT") and 8.51% of PTSI) and PTSIT (which holds 57.24% of PTSI) and his wife's 4.7% stake in PTSI and 15% in PTSIT.

Mr Soedarpo Sastrosatomo is also a President Commissioner of PTSI, President Director of PTCUM and PTTKD; Mr Randy Effendi is a director of the Company, President Director of PTSI and President Commissioner of PTCUM and PTTKD; Mr Aloysius Soebagjo Windoe is a director of the Company, PTSI, PTCUM and PTTKD and President Director of PTSSS; Mr Hamdi Adnan is a director of the Company and PTSI, Commissioner of PTCUM and PTTKD and President Commissioner of PTSSS.

Save as set out above none of the directors or substantial shareholders of the Company or any of their associates have any interest in the aforesaid transaction except through their shareholdings (if any) in the Company.


Audit Committee Statement

Based on terms of the Agreement and the rational for the Acquisition as set out above, the Audit Committee is of the view that the transaction is on normal commercial terms and is not prejudicial to the interest of the Company and its minority shareholders.


Other Interested Person Transactions

As at to date there are no other transactions in the current financial year with the same interested person other than those under the general mandate given by shareholders pursuant to the Annual General Meeting of the Company on 30 May 2002.


Inspection of Sale and Purchase Agreement

The Agreement is available for inspection during usual business hours at our registered office, 72 Anson Road, Anson House #06-01 from 11 February 2003 to 10 May 2003.