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MICLYN EXPRESS OFFSHORE LIMITED
Incorporated in Bermuda Exempted company
Registration No. 42388
ARBN 141 683 552
NOTICE OF SPECIAL GENERAL MEETING DATE OF MEETING : FRIDAY, 14 JUNE 2013 TIME OF MEETING : 9.00 A.M. (SINGAPORE TIME) PLACE OF MEETING : LEVEL 40, OCEAN FINANCIAL CENTRE, 10 COLLYER QUAY, SINGAPORE 049315 VIDEO-CONFERENCING : LEVEL 33, AUSTRALIA SQUARE TOWER, SET-UP IN AUSTRALIA 264 GEORGE STREET SYDNEY, AUSTRALIA
This is an important document and requires your immediate attention.
The meeting has been requisitioned by SEA6 Limited and CHAMP Marlin Holdings Limited under Section 74 of the Companies Act, 1981
This Notice of Meeting, Explanatory Memorandum and proxy form should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek professional advice
prior to voting.
Shareholders may attend at Level 33, Australia Square Tower, 264 George Street, Sydney, Australia at the date and time of the meeting to participate in the meeting.
A live audio webcast will also be available at the following web-link:
http://www.brrmedia.com/event/112168/?popup=true
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MICLYN EXPRESS OFFSHORE LIMITED Bermuda Exempted Company No. 42388
ARBN 141 683 552
NOTICE OF SPECIAL GENERAL MEETING
Miclyn Express Offshore Limited (“Company”) gives notice that it will hold a Special General Meeting (“SGM”) at Level 40, Ocean Financial Centre, 10 Collyer Quay, Singapore 049315 on Friday, 14 June 2013 at 9.00 am (Singapore Time). If you are unable to attend the meeting, you are encouraged to appoint a proxy to vote on your behalf by completing and returning the enclosed Proxy Form or lodging an appointment online at www.linkmarketservices.com.au. The completed proxy form or online appointment must be received by the Company’s Share Registry, Link Market Services Limited (“Link Market Services”), no later than 9.00 a.m. (Singapore Time) on Wednesday, 12 June 2013.
SPECIAL BUSINESS
1. Appointment of Shane Gong as an additional director of the Company To consider and if thought fit, pass the following as an ordinary resolution: - “That Mr Shane Gong, having consented to act, be appointed as an additional director of the Company with immediate effect.”
2. Appointment of Jessica Chuk Kay Lau as an additional director of the
Company To consider and if thought fit, pass the following as an ordinary resolution: - “That Ms Jessica Chuk Kay Lau, having consented to act, be appointed as an additional director of the Company with immediate effect.”
3 Approval of grant of share options to Executive Director
To consider and if thought fit, pass the following as an ordinary resolution: - “That for the purposes of ASX Listing Rules 7.1 and 10.14, the Shareholders approve the grant of 200,000 share options under the Miclyn Express Offshore Employee Incentive Plan to the Executive Director, Mr Diederik de Boer and the issue of shares on the exercise of those share options, in accordance with the terms of the 2012 Terms of Offer and the Employee Incentive Plan with retrospective effect from 24 September 2012, the terms of which are summarized in the Explanatory Memorandum to this Notice of Meeting.”
Voting Exclusion As required under ASX Listing Rule 14.11, the Company shall disregard any votes cast on Resolution 3 by: - - Mr Diederik de Boer (being the only Director entitled to participate in any employee incentive scheme of the Company); and - Any associate of Mr Diederik de Boer
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However, the Company will not disregard a vote if: - - It is cast by a person as proxy for a person who is entitled to vote, in
accordance with directions on the proxy form; or - It is cast by the person chairing the meeting as proxy for a person who is
entitled to vote, in accordance with directions on the proxy form to vote as the proxy decides.
By order of the Board, pursuant to a requisition under Section 74 of the Companies Act, 1981
Lawrence Chan Company Secretary
Date: 29 May 2013
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PROXY AND VOTING ENTITLEMENT INSTRUCTIONS These instructions and all attachments form part of this Notice of SGM and are important documents. They should be read carefully. If you have any questions regarding the matters set out in these instructions or the Notice of SGM, please contact your professional adviser. GENERAL INFORMATION This Explanatory Statement has been prepared for Shareholders of the Company in connection with the SGM of the Company to be held at Level 40, Ocean Financial Centre, 10 Collyer Quay, Singapore 049315 on Friday, 14 June 2013 at 9.00 am (Singapore Time). THE FOLLOWING DOCUMENTS RELATE TO THE SGM 1. Notice of meeting for the SGM, including Explanatory Memorandum; 2. Notice of Willingness to be Elected as Director from Mr Shane Gong and Notice of
Intention to Propose Person for Election as Director from CHAMP Marlin Holdings Limited;
3. Notice of Willingness to be Elected as Director from Ms Jessica Lau and the Notice of Intention to Propose Person for Election as Director from SEA6 Limited;
4. Letter from Independent Directors; 5. Statement from SEA6 Limited and CHAMP Marlin Holdings Limited to Accompany
Notice for SGM; and 6. Proxy form and return envelope. If you are attending the SGM in Singapore or the video-conference in Sydney and have not lodged a proxy form, please bring the proxy form with you to assist with registration. If you are not attending the SGM in Singapore or the video-conference in Sydney, you can lodge a completed proxy form by returning it in the enclosed envelope or alternatively deliver it by;
- Facsimile; or - Hand delivery to the Company’s Share Registry
Please be aware that the proxy appointment needs to be received by the Company’s Share Registry by no later than 9.00 a.m. (Singapore time) on Wednesday, 12 June 2013. Proxy appointments received after this time will be invalid. Further details on lodging your proxy can be found on the reverse side of the proxy form. Information about voting (a) The Directors have determined that, for the purposes of the SGM, all shares in the
Company shall be taken to be held by the person who held the shares as a registered shareholder at 7.00 p.m. (Singapore Time) on Wednesday, 12 June 2013 (Record Time).
(b) All registered holders of shares in the Company as at the Record Time are entitled to
attend and vote at the SGM, in person or by attorney, or otherwise may appoint a proxy to attend the SGM and vote in their place.
(c) A proxy need not be a member of the Company. (d) Proxies for the SGM must be appointed using the proxy form sent with this Notice,
online at www.linkmarketservices.com.au or otherwise is in accordance with the Companies Act 1981 of Bermuda.
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(e) Each Shareholder who is entitled to vote at the SGM may appoint not more than 2
people to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder’s votes, each proxy may exercise half of the votes. On a show of hands, a proxy may not vote if more than one proxy attends.
(f) In the case of an individual, a proxy form must be signed by the individual or his or
her attorney duly authorised in writing and, in the case of a corporation, a proxy form must be executed by the corporation pursuant to applicable laws.
(g) Any member may, by power of attorney appoint not more than 2 attorneys to act on
his or her behalf. Such power of attorney or certified copy of the power of attorney must be received by the Company by the same time and date and in the same manner specified in paragraph (i) for the receipt of proxies.
(h) Any corporation which is a member of the Company may appoint a representative to
attend and vote for that corporation at the SGM. Appointments of representatives by corporations must be received by the Company as specified in paragraph (i) or handed in at the SGM when registering as a corporate representative.
(i) To vote by proxy, the proxy form or online appointment (together, if applicable, with
the original of any power of attorney or other authority, or certified copy of that power of attorney or other authority under which the proxy appointment is made) must be received by the Share Registry of the Company no later than 9.00 a.m. (Singapore Time) on Wednesday, 12 June 2013. Proxy appointments received after that time will be invalid. Proxy forms must be received by one of the following methods: -
(i) by hand delivery: Link Market Services Limited, Level 12, 680 George Street,
Sydney NSW 2000 (ii) by post: Miclyn Express Offshore Limited c/o Link Market Services Limited, 1A
Homebush Bay Drive, Rhodes NSW 2130 (iii) by fax: at the office of Link Market Services Limited at +61 2 9287 0309
Your Privacy Attendees at the meeting may be video recorded and the tapes may be used at the discretion of MIO for security purposes. An audio webcast will be available on the MIO website: www.miclynexpressoffshore.com. after the meeting.
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of shareholders in connection with the business to be conducted at the SGM of the Company to be held at Level 40, Ocean Financial Centre, 10 Collyer Quay, Singapore 049315 on Friday, 14 June 2013 at 9.00 am (Singapore Time). This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice of SGM. Details of the Resolutions to be considered at the SGM are set out below.
Background of the SGM As disclosed by the Company to the ASX on 10 May 2013, the Company has received a notice under Section 74 of the Companies Act, 1981 (The “Act”) from SEA6 Limited and CHAMP Marlin Holdings Limited (the “Requisitioning Shareholders”), being members who together hold at least 10% of the total paid-up capital of the company carrying the right to vote at general meeting of the Company, requested the Directors of the Company to convene a special general meeting (the “Requisition Notice”) to consider the appointment of: -
1. Shane Gong as an additional Director of the Company; and 2. Jessica Lau as an additional Director of the Company.
(together the “Proposed Requisite Resolutions”) In relation to each of the above appointments, the Requisitioning Shareholders has requested the Board of Directors to waive the requirement under bye-law 7.4 (1)(4) that a member intending to nominate a person for election shall give the Company at least 30 Business Days’ but no more than 90 Business Days’ notice of the member’s intention to nominate the person for election, and a notice signed by the person stating his or her consent to the nomination, in the event that a meeting is called for a date prior to the expiry of the 30 Business Days. The Board of Directors has agreed to waive the requirement under bye-law 7.4 (1) (4) in relation to the 30 Business Days nomination notice and to hold a SGM on 14 June 2013 to consider the Proposed Requisite Resolutions. Implication of Voting Intention Under the Bye-laws of the Company, except where a resolution requires a special majority, decisions at a general meeting must be decided by a majority of votes cast by the members present at the meeting and being entitled to vote. As at the date of the Requisition Notice and as the Company is aware, the Requisitioning Shareholders hold 105,920,357 and 105,920,356 shares respectively of the Company, representing in aggregate 75.2% of the paid-up capital of the Company carrying the right to vote at general meetings of the Company. Should the Requisitioning Shareholders vote in favour of the Proposed Requisite Resolutions at the SGM, the Proposed Requisite Resolutions would be carried as the Requisitioning Shareholders already control a majority of the voting rights in the Company. If the Proposed Requisite Resolutions are passed at the SGM, the control of the Board would be in the hands of the Requisitioning Shareholders.
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RESOLUTION 1 – APPOINTMENT OF SHANE GONG AS AN ADDITONAL DIRECTOR OF THE COMPANY Mr Shane Gong was appointed the Alternate Director to Nathaniel Childres on 29 October 2012. Both Mr Childres and Mr Gong were nominated by the substantial shareholder, CHAMP Marlin Holdings Limited. Mr Gong holds a Bachelor of Commerce (Honours) from the University of Melbourne. He is a Principal at CHAMP Private Equity and a founding member of CHAMP’s Singapore-headquartered Asian investment team. Prior to joining CHAMP, Mr Gong worked in investment banking across Australia and Asia with Macquarie and N.M. Rothschild & Sons. At N.M Rothschild & Sons, Mr Gong was Head of Asia - Consumer Sector Investment Banking, and advised international clients such as Cadbury Schweppes, Associated British Foods, the Salim Group and Wipro Ltd on a range of cross-border mergers and acquisitions. The Notice of Willingness to be elected as Director dated 6 May 2013 from Mr Gong is attached to the Notice of SGM. Recommendation by the Board of Directors Despite the Requisitioning Shareholders together holding 75.2% of the paid-up capital of the Company, the Directors (other than Paul Kang and Nathaniel Childres) are unanimously AGAINST the appointment of Mr Shane Gong as an additional Director of the Company and recommend that Shareholders vote AGAINST Resolution 1. As disclosed in the Company’s announcement on 29 April 2013, the Board would not agree to such appointments in the present circumstances given the critical role the Board may play in the protection of the rights of shareholders should a privatisation offer be made, it believes that it is not in the interest of all shareholders for control of the Board to be in the hands of the Requisitioning Shareholders. The Chair of the SGM intends to vote undirected proxies against Resolution 1.
RESOLUTION 2 – APPOINTMENT OF JESSICA CHUK KAY LAU AS AN ADDITONAL DIRECTOR OF THE COMPANY Ms Jessica Lau was appointed the Alternate Director to Mr Paul Kang on 29 October 2012. Both Mr Kang and Ms Lau were nominated by the substantial shareholder, SEA6 Limited. Ms Lau holds a Bachelor of Commerce (Honors) degree in Finance from the University of British Columbia. She joined Headland Capital Partners in 2005, and is currently a Partner in the Southeast Asia investment team. Prior to joining Headland, she worked for Citigroup in New York providing M&A advisory and corporate finance services in the media & telecom as well as paper & packaging sectors. Ms Lau started her career with TD Securities Inc in Toronto in investment banking. The Notice of Willingness to be elected as Director dated 6 May 2013 from Ms Lau is attached to the Notice of SGM. Recommendation by the Board of Directors Despite the Requisitioning Shareholders together holding 75.2% of the paid-up capital of the Company, the Directors (other than Paul Kang and Nathaniel Childres) are unanimously AGAINST the appointment of Ms Jessica Lau as an additional Director of the Company and recommend that Shareholders vote AGAINST Resolution 2.
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As disclosed in the Company’s announcement on 29 April 2013, the Board would not agree to such appointments in the present circumstances given the critical role the Board may play in the protection of the rights of shareholders should a privatisation offer be made, it believes that it is not in the interest of all shareholders for control of the Board to be in the hands of the Requisitioning Shareholders. The Chair of the SGM intends to vote undirected proxies against Resolution 2. RESOLUTION 3 – APPROVAL OF GRANT OF SHARE OPTIONS TO EXECUTIVE DIRECTOR Resolution 3 seeks Shareholders’ approval for the purposes of ASX Listing Rules 7.1 and 10.14, and for all other purposes, to grant 200,000 share options to the Executive Director, Mr Diederik de Boer, pursuant to the Miclyn Express Offshore Employee Incentive Plan (the “EIP”) and the terms of the 2012 Terms of Offer, with retrospective effect from 24 September 2012 (the “Proposed Grant of Share Options”). As part of the annual review, the Nomination and Remuneration Committee had in November 2012, reviewed and recommended the Board to seek the Shareholders’ approval for the Proposed Grant of Share Options. The proposal has been inadvertently delayed until April 2013 at which the Board (except Mr de Boer) considered the said proposal and agreed to seek the Shareholders’ approval for the Proposed Grant of Share Options, with the Requisitioning Shareholders agreeing to vote in favour of any motion related to the Proposed Grant of Share Options. The Proposed Grant of Share Options should have been submitted for Shareholders’ approval at the last Annual General Meeting held on 16 November 2012 as it related to the performance of Mr de Boer during the financial year 2012. 3.1 Reasons for Shareholder approval
ASX Listing Rule 7.1 ASX Listing Rule 7.1 imposes a limit on the number of equity securities (including ordinary shares) that a company can issue or agree to issue without shareholder approval. Generally, a company may not, without shareholder approval, issue in any 12 month period such number of equity securities which is more than 15% of the number of fully paid ordinary shares on issue 12 months before the issue. As the proposed grant of share options to Mr de Boer would require shareholder approval pursuant to ASX Listing Rule 10.14 in any event, the Company believes it would be expedient to seek the approval of Shareholders for the purposes of ASX Listing Rule 7.1 at the same time. ASX Listing Rule 10.14 ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval prior to the issue of securities under an employee incentive scheme to a director of a company or his or her associate. As Mr de Boer is a Director, approval is being sought to allow him to acquire securities under the EIP.
Specific information required by ASX Listing Rules 7.3 and 10.15 The following information is provided to Shareholders pursuant to ASX Listing Rules 7.3 and 10.15: -
(i) under the terms of the EIP and the 2012 Terms of Offer, and subject to
shareholders’ approval, Mr de Boer will be granted 200,000 share options. Each share option entitles Mr de Boer, upon vesting, to one fully paid ordinary share in the Company;
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(ii) the terms of the EIP and the 2012 Terms of Offer under which the share options will be granted (and may vest) are summarised below in section 3.2;
(iii) no consideration is payable by Mr de Boer in respect of the grant of share options. The exercise price for each share option is A$2.4375 (the “Exercise Price”). This is equal to the volume weighted average price of the Company’s shares as traded on the ASX for the one (1) month period following the announcement of the Company’s full-year financial statements for the year ended 30 June 2012, and marked up by 10%;
(iv) Mr de Boer was issued with 1,324,670 share options under the EIP, which were granted to him for nil consideration following the Company’s listing on the ASX and in accordance with the terms disclosed in the Company’s prospectus, of which 165,584 share options had lapsed in accordance with the terms of their issue. He was granted an additional 200,000 share options on 9 December 2011 after the approval obtained from Shareholders at the Annual General Meeting held on 25 November 2011. Mr de Boer still holds the remaining 1,359,086 share options. This is the second approval sought under ASX Listing Rule 10.14 of grants to be made to the Managing Director and CEO under the EIP;
(v) Mr de Boer is the only Director (or associate of a Director) entitled to participate in the EIP;
(vi) no loans will be made to Mr de Boer in relation to the acceptance of share options or shares under the EIP;
(vii) if shareholder approval is obtained, the share options will be granted to Mr de Boer shortly after the AGM, and in any event no later than three months after the date of the AGM; and
(viii) no funds will be raised through the grant of the share options to Mr de Boer, nor will any funds be raised upon the vesting of share options, but funds raised upon the subsequent issue of shares in respect of the share options will be used for working capital purposes.
3.2 Terms of the share option – the EIP and the 2012 Terms of Offer
The EIP is an employee incentive plan established in 2010 pursuant to which the Board may invite eligible employees to participate in a grant of options to acquire fully paid ordinary shares in the Company. The share options carry neither rights to dividends nor voting rights. The terms of the EIP allow the rights of an option holder to be changed to comply with the listing rules applying to a reorganisation of capital at the time of the reorganisation, and an option holder is also able to participate in new issues of shares by the Company without first having to exercise the options. The 2012 Terms of Offer relate to a new tranche of share options to be issued pursuant to the EIP. The 2012 Terms of Offer are different from the terms and conditions applying to grants previously made under the EIP following the Company’s listing on the ASX. However, in determining the relevant terms and conditions, the Board’s aim remains that allocations under the EIP are intended to assist with the reward, retention and motivation of the senior management of the Company, including the Executive Director, Mr Diederik de Boer. The share options to be granted to Mr de Boer will be granted subject to the EIP rules and the 2012 Terms of Offer, and form part of the long-term incentive component of Mr de Boer’s remuneration package.
Board’s discretion to invite Executive Director and determine criteria When issuing an invitation under the EIP, the Board has discretion to determine the terms and conditions of a grant of share options to ensure that they are appropriate. The Board’s discretion includes determining: -
(a) whether the Executive Director is eligible to participate in the EIP (and inviting
him to participate); (b) the number of share options to be granted to the Executive Director; and (c) the applicable performance criteria (if any) and the vesting period. If Shareholder approval is obtained in respect of Resolution 3, the Board intends to invite the Executive Director, Mr Diederik de Boer, to accept an offer of 200,000 share options under the EIP and the 2012 Terms of Offer.
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2012 Terms of Offer Exercise Price The Exercise Price of the share options to be granted to Mr de Boer shall be A$2.4375. This is equal to the volume weighted average price of the Company’s shares as traded on the Australian Securities Exchange for the one (1) month period following the announcement of the Company’s full-year financial statements for the year ended 30 June 2012, marked up by 10%. No consideration payable No consideration is payable in respect of the grant of share options, nor is any amount payable upon the vesting of share options. However, the Exercise Price shall be payable upon the exercise of the share option, in order for shares to be issued in respect of the share options. Performance condition The Board has determined that the performance condition to apply to the share options to be granted for the 2012 offer will be a service related one. Vesting of options will occur if the service condition is satisfied, as detailed below. Vesting of share options
The share options to be granted to the Executive Director will vest: -
(a) on 24 September 2015; or (b) if the Board determines that it vests early as a result of an event such as a
takeover bid or scheme of arrangement. Lapse of share options A share option granted will lapse on the earliest to occur of: - (a) the Executive Director ceasing employment prior to 24 September 2015
(subject to Board discretion); (b) if in the opinion of the Board, the Executive Director has acted fraudulently or
dishonestly or in breach of his obligations to the Company or any of its subsidiaries, and the Board determining that the share options held by the Executive Director should lapse;
(c) an event such as a takeover bid or scheme of arrangement occurring (subject to Board discretion); and
(d) if the Executive Director purports to transfer the share options, other than as permitted under the 2012 Terms of Offer and the EIP.
The Directors (other than Mr de Boer) recommend that Shareholders vote in favour of Resolution 3.
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Miclyn Express Offshore Limited ABRN 141 683 552 3 HarbourFront Place #11-01/04 HarbourFront Tower Two Singapore 099254
Telephone: +65 6545 6211
Fax: +65 6545 9211 Internet: www.miclynexpressoffshore.com
Date: 29 May 2013 Dear Shareholder, A special general meeting of shareholders (“SGM”) has been requisitioned by CHAMP Marlin Holdings Limited (“CHAMP”) and SEA6 Limited (“HEADLAND”), who together hold 75.2% of the issued capital of MIO (“the majority shareholders”) for the purpose of appointing two additional directors. HEADLAND had acquired a significant stake in the company in 2011 and CHAMP acquired the stake previously held by Macquarie Bank in 2012. MIO is governed by the law of Bermuda and as such is not governed by the Australian Corporations Law. The majority shareholders have entered into a cooperation agreement to act together on their investments in MIO. At present, there are five Directors, 2 appointed by the majority shareholders, one executive Director and two independent Directors. This provides a measure of protection to the remaining shareholders. In April 2013, the majority shareholders each acquired, after the close of market, an additional 8% stake in MIO at a price of $2.20 per share, and simultaneously announced: They had given undertakings to the market that they would not acquire further shares
for a period of 6 months for a price above $2.20 per share. They reserved the right to buy additional shares at lower than the $2.20 share price. That they wished to appoint additional Directors to the Board of MIO to control the
Board’s composition. Confirmed that they collectively now held 75.2% of the issued capital in MIO and that
they could and would vote those shares in any merger or amalgamation proposal.
The majority shareholders subsequently asked the incumbent Board to appoint two additional representatives to the Board which would have given them a total of 4 out of 7 Directors. The incumbent Board, by majority comprising the Directors independent of majority shareholders, resolved that it was not in the interest of all shareholders for these appointments to be made. The majority shareholders have now requisitioned the SGM to consider the appointment of two additional Directors. The two Directors proposed for appointment have previously attended meetings of the Board and have participated in discussions without having the right to vote.
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The Directors independent of the majority shareholders wrote to the majority shareholders offering the basis of a compromise under which they would support the additional appointments in exchange for the giving of certain undertakings by the majority shareholders that would support the rights of minority shareholders. This offer was made in response to an announcement by the majority shareholders that the directors appointed by them would, in the event of any privatisation proposal, agree to the appointment of an independent expert to comment on the value of any privatisation proposal and would “discharge their directors’ duties in light of the independent expert’s findings.” In their offer of compromise the independent Directors sought undertakings to the effect: That an independent valuer would be appointed by the independent Directors only. The independent valuer could ignore, in determining the fair value of MIO shares, the
market price in MIO shares since the recent acquisition at $2.20 per share because of the restrictive effect of the announcements referred to above.
If the independent valuer determined the fair value was above the price at which any privatisation offer was made, the majority shareholders would agree to not exercise their votes at Board level in respect of any such privatisation proposal.
The majority shareholders have advised they are not prepared to give such undertakings. The independent Directors are concerned for the rights of the minority shareholders given that the majority of the Directors will, following the SGM, have a clear conflict of interest with the rights of the minority shareholders, are employees of the majority shareholders and have a direct personal financial interest in the return the majority shareholders will obtain from their investment in MIO. If the Australian Corporations Act applied, the directors appointed by the majority shareholders would be precluded from voting on any privatisation proposal. The majority shareholders have, in response, said that they will act in the best interests of all shareholders. The independent Directors query the value of that statement given that the two existing majority shareholder Board representatives have stated that in their opinion, it is in the best interests of all shareholders for the majority shareholders to control the MIO Board. The independent Directors see no possible justification for that proposition. The independent Directors are also concerned about the independence of any valuer who may be appointed. The independent directors believe that it is critical that any such valuer is seen to be independent and above any influence. There is a concern that because of the fact that the majority shareholders control the Board and that there is no voting restriction on the majority shareholders or their nominee directors, there might be a perception either that the valuer has been influenced in his views or that the views are in fact superfluous. The independent Directors are also concerned that any valuer having regard to either the $2.20 share price, the volume of shares tendered to the offer made by the majority shareholders and subsequent market trading will be misled in that, in their opinion, these prices are being influenced far more by the statements made at the time of the recent share purchase, providing that no higher price could be paid, warning of potential lower price and highlighting the ability of the majority shareholders to vote on a merger amalgamation proposal. In the view of the independent Directors, the share market price has been directly influenced by this conduct, thus maintaining the price at potentially artificial levels. The independent Directors are concerned that the decision whether to engage or enter into a privatisation proposal will be made by a majority of Directors who are appointed by the majority shareholders. Once that decision is made it will commit all shareholders to the privatisation proposal at whatever price has been agreed.
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A recent release by MIO has reflected the expectation of a significant improvement in earnings and performance. The independent Directors are concerned that in these circumstances all Directors have a heightened duty to maximise value to shareholders who are compelled to accept the price pursuant to the privatisation proposal. The independent Directors have declined to simply appoint the two new directors in order to ensure that a SGM is held and that the remaining shareholders are fully informed of the circumstances. If, as seems inevitable, the proposed resolutions are approved by shareholders, we, the independent Directors, will be placed in an invidious position. We will have no ability to influence the outcome of any Board decisions going forward, and, because of the fact that the majority shareholders and their nominee directors can vote notwithstanding being in a position of conflict, will have little or no ability to protect the interests of minority shareholders. In the circumstances, and having done what we can to ensure that the remaining shareholders are fully informed, we intend to resign as Directors immediately following the SGM. Yours faithfully Neil Hamilton and George Venardos Directors Miclyn Express Offshore Limited About Miclyn Express Offshore Miclyn Express Offshore is a leading provider of service vessels to the expanding offshore oil and gas industry, across South-East Asia, Australia and the Middle East. The Group charters a diverse range of OSVs, Crew/Utility Vessels, Tugs, Barges and Coastal Survey Vessels to a wide range of customers operating across all phases of the offshore oil and gas cycle, namely exploration, development and production, as well as project transportation and the offshore civil construction industry. The Group operates a vertically integrated business model through its vessel chartering and shipyard businesses. The shipyard provides in-house vessel newbuilding, conversion, repair and maintenance services, as well as third party vessel conversion, repair and maintenance services when spare capacity exists. For further enquiries, please contact: Adam Clayton GM, Corporate Finance & Investor Relations Tel: +65 6829 6122 Mob: +65 8298 5155
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28 May 2013
Mr Lawrence Chan Company Secretary
Mr Adam Clayton GM, Corporate Finance & Investor Relations Miclyn Express Offshore Limited
Suite 1.03 55 Miller Street Pyrmont, NSW 2009 Australia
Dear Mr Clayton and Mr Chan
Statement by SEA6 Limited and CHAMP Marlin Holdings Limited to Accompany Notice for Special General Meeting
SEA6 Limited and CHAMP Marlin Holdings Limited (together, the “Major Shareholders”) have acquired shares in Miclyn Express Offshore Limited (“MEO” or the “Company”) representing more than 75% of the shares in the Company. The Major Shareholders are pleased to have made their respective investments in MEO and look forward to supporting MEO’s management team in pursuing growth opportunities for the Company.
Subsequent to their most recent investment, the Major Shareholders submitted a notice under Section 74 of the Companies Act, 1981 requesting the directors of the Company convene a special general meeting to appoint two additional directors such that the board composition reflects the Major Shareholders’ c.75% ownership interest. The board currently consists of five directors, including two directors nominated by the Major Shareholders.
The Major Shareholders wish to note that the directors nominated by the Major Shareholders are subject to the same directors’ duties as all other directors of MEO.
In the event a privatization offer is proposed by the Major Shareholders, the Major Shareholders’ board representatives will support the commissioning of an independent expert to assess the merits of the offer and will discharge their directors’ duties in light of the independent expert’s findings.
As previously disclosed, the Major Shareholders reiterate that they have made no decision regarding a privatization offer.
For further enquiries, please contact:
Paul Kang Senior Partner Headland Capital Partners Limited +852 3798 8301
Nat ChildresManaging Director CHAMP Private Equity Pte Ltd +65 6576 9177
Yours Sincerely,
SEA6 Limited
CHAMP Marlin Holdings Limited
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*X99999999999*X99999999999
I/We, being a member(s) of Miclyn Express Offshore Limited (the “Company”) and entitled to attend and vote at the Special General Meeting (the “Meeting”) hereby appoint:
Resolution 1Appointment of Shane Gong as an additional Director of the Company
Resolution 2Appointment of Jessica Chuk Kay Lau as an additional Director of the Company
Resolution 3Approval of grant of Share Options to Executive Director
For Against Abstain*
LODGE YOUR VOTE
www.linkmarketservices.com.auONLINE
By mail:Miclyn Express Offshore LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia
By fax: +61 2 9287 0309
All enquiries to: Telephone: +61 1300 554 474
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting being 9:00am (Singapore time) on Wednesday, 12 June 2013.Please read the voting instructions overleaf before marking any boxes with an X
PROXY FORM
or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Meeting of the Company to be held at 9:00am (Singapore Time) on Friday, 14 June 2013, at Level 40, Ocean Financial Centre, 10 Collyer Quay, Singapore 049315 and at any adjournment or postponement of the Meeting.
APPOINT A PROXYSTEP 1
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
The Chairman intends to vote all undirected proxies AGAINST resolutions 1 and 2. The Chairman intends to vote all undirected proxies in favour of resolutions 3.
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the application laws.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
*MIO PRX201*
MIO PRX201
VOTING DIRECTIONSSTEP 2
STEP 3
the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy
Miclyn Express Offshore LimitedARBN 141 683 552
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HOW TO COMPLETE THIS PROXY FORM
Your Name and AddressThis is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
Appointment of a ProxyIf you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting, please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.
Votes on Items of Business – Proxy AppointmentYou may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item, your vote on that item will be invalid.
Appointment of a Second ProxyYou are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(b) return both forms together.
Signing InstructionsYou must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be executed by the corporation in accordance with the company’s constitution and the applicable laws. This may include, where relevant, signing by authorised officer or attorney or under company seal. Please indicate the office held by signing in the appropriate place.
Corporate RepresentativesIf a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry.
Lodgement of a Proxy FormThis Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:00am (Singapore time) on Wednesday, 12 June 2013, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
www.linkmarketservices.com.auONLINE
Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).
by mail:Miclyn Express Offshore LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235Australia
by fax:
+61 2 9287 0309
by hand:delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138.
If you would like to attend and vote at the Special General Meeting, please bring this form with you. This will assist in registering your attendance.
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