Ezion Holdings

(08-04-2019, 10:10 AM)AQ. Wrote: From banks: they get 200mio cash + 180mio in Ezion shares to extinguish 916mio debt => 60-80% haircut dep how u value shares. Steepness of cut prob reaffirms my view that banks r still not willing to lend @ current oil +O&G dynamics.

From Yinson: they pay 200mio USD and get net 0.7*22.57bio = 15.8bio Ezion shares => price per share = 1.265c/ share  (i/o headline 5.5c). They also get 3.36bio share options struck 6.05c - so although OTM but there's decent time value.

From shareholders: sore pt is low entry pt of Yinson but i guess many blokes prob have worse expectations so net net prob +ve esp debt load is finally gone. At least with 23bio shares Yinson can't do a flip like Temasek.

I think Yinson pays US$200m to get 22.57b shares ie price per share ~S$0.012 out of which 4.2b shares priced at S$0.055 (Is this pre-deal NAV?) as valuation to repay ~US$916m in debt restructuring. Or Yinson net cost is US$200m/18.37b (70% stake) = S$0.0147

(08-04-2019, 04:58 PM)Stocker Wrote:

(08-04-2019, 12:35 PM)donmihaihai Wrote: Ezion is paying Yinson to take over their debts by issuance of new shares and options to yinson.Total amount Yinson paying include 916min as well

Hi don , Please clarify what did you mean by '' Total amount Yinson paying include 916min as well '' ?

Thought Yinson will only come out with US$200m ?

Usd 916m assumed by yinson or Ezion pay yinson by issuing 22b ++ shares which total to  usd916m for yinson to take over their debts. Debts not repay yet just change hand. Doesn’t yinson need to repay the banks? The question is when. A question for yinson shareholders and a concern for Ezion if yinson is not strong enough.

But Ezion is still short of cash, this is where the 200m come in for daily needs. Ie working capital.

(09-04-2019, 08:37 AM)donmihaihai Wrote:

(08-04-2019, 04:58 PM)Stocker Wrote:

(08-04-2019, 12:35 PM)donmihaihai Wrote: Ezion is paying Yinson to take over their debts by issuance of new shares and options to yinson.Total amount Yinson paying include 916min as well

Hi don , Please clarify what did you mean by '' Total amount Yinson paying include 916min as well '' ?

Thought Yinson will only come out with US$200m ?

Usd 916m assumed by yinson or Ezion pay yinson by issuing 22b ++ shares which total to  usd916m for yinson to take over their debts. Debts not repay yet just change hand. Doesn’t yinson need to repay the banks? The question is when. A question for yinson shareholders and a concern for Ezion if yinson is not strong enough.

But Ezion is still short of cash, this is where the 200m come in for daily needs. Ie working capital.

My understanding is that the secured lender will get the US$200m and 16% enlarged share base from Yinson for cancellation of US$916m secured debt. So there's actually no WC for Ezion but with Yinson as parent, they probably can get WC funding after the deal.

"How much is Yinson forking out? Yinson is paying up to US$380m consideration, consisting of US$200m in cash (funded by US$50m internal funds and US$150m borrowings) and approximately US$180m in Ezion shares (which is a ~16% stake out of its ~86% interests in Ezion) to secured lenders."

(09-04-2019, 08:37 AM)donmihaihai Wrote:

(08-04-2019, 04:58 PM)Stocker Wrote:

(08-04-2019, 12:35 PM)donmihaihai Wrote: Ezion is paying Yinson to take over their debts by issuance of new shares and options to yinson.Total amount Yinson paying include 916min as well

Hi don , Please clarify what did you mean by '' Total amount Yinson paying include 916min as well '' ?

Thought Yinson will only come out with US$200m ?

Usd 916m assumed by yinson or Ezion pay yinson by issuing 22b ++ shares which total to  usd916m for yinson to take over their debts. Debts not repay yet just change hand. Doesn’t yinson need to repay the banks? The question is when. A question for yinson shareholders and a concern for Ezion if yinson is not strong enough.

But Ezion is still short of cash, this is where the 200m come in for daily needs. Ie working capital.

My understanding from the announcement is that

- Yinson pays the banks 200m to assume the 916m debt
- Yinson swaps the debt to equity to assume equity control of 86% of the firm
- Yinson passes on 16% of the shares to the secured debt holders (the banks that they bought the debt over from)
- Yinson holds 70% of Ezion after the whole exercise

(09-04-2019, 11:38 AM)specuvestor Wrote:

(09-04-2019, 08:37 AM)donmihaihai Wrote:

(08-04-2019, 04:58 PM)Stocker Wrote:

(08-04-2019, 12:35 PM)donmihaihai Wrote: Ezion is paying Yinson to take over their debts by issuance of new shares and options to yinson.Total amount Yinson paying include 916min as well

Hi don , Please clarify what did you mean by '' Total amount Yinson paying include 916min as well '' ?

Thought Yinson will only come out with US$200m ?

Usd 916m assumed by yinson or Ezion pay yinson by issuing 22b ++ shares which total to  usd916m for yinson to take over their debts. Debts not repay yet just change hand. Doesn’t yinson need to repay the banks? The question is when. A question for yinson shareholders and a concern for Ezion if yinson is not strong enough.

But Ezion is still short of cash, this is where the 200m come in for daily needs. Ie working capital.

My understanding is that the secured lender will get the US$200m and 16% enlarged share base from Yinson for cancellation of US$916m secured debt. So there's actually no WC for Ezion but with Yinson as parent, they probably can get WC funding after the deal.

"How much is Yinson forking out? Yinson is paying up to US$380m consideration, consisting of US$200m in cash (funded by US$50m internal funds and US$150m borrowings) and approximately US$180m in Ezion shares (which is a ~16% stake out of its ~86% interests in Ezion) to secured lenders."Specuvestor is right on mark I think

INDEPENDENT AUDITORS’ COMMENTS ON FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018

 The opinion of the Auditors remains unqualified
 
Notwithstanding the above, the Board is of the opinion that the Group can continue as a going concern for the foreseeable future. The financial statements have been prepared on a going concern basis, the validity of which is premised on:
 
(i) The continuing support of the Group’s lenders;    (ii) The expectation and ability of the Group to generate adequate cash flows and to repay its debt obligations as and when they fall due within the next twelve months; and
 
(iii)  The successful completion of the Debt Assignment Agreements and Conditional Debt Conversion Agreement to capitalise up to US$916,000,000 of the Group’s debt into share capital of the Company1.  
 
The Independent Auditors’ Report and a complete set of the Audited Financial Statements will form part of the Company’s annual report for FY2018 (“FY2018 Annual Report”) which will be released on SGXNET and sent to the shareholders of the Company in due course. Shareholders of the Company are advised to read this announcement in conjunction with the FY2018 Annual Report.
 
 
By Order of the Board
 
Goon Fook Wye Paul Company Secretary 11 April 2019

https://links.sgx.com/FileOpen/Ezion_Ann...eID=551861
                                                           1

1 DBS Nominees Pte Ltd 759,092,203 20.36
2 Citibank Nominees Singapore Pte Ltd 210,135,282 5.64
3 Raffles Nominees (Pte) Limited 200,025,788 5.37
4 United Overseas Bank Nominees Pte Ltd 167,041,836 4.48

5 Pavilion Capital Fund Holdings Pte Ltd 151,569,400--- 4.07 %

6 BNP Paribas Nominees Singapore Pte Ltd 106,322,598 2.85
7 CGS-CIMB Securities (Singapore) Pte Ltd 60,207,901 1.62
8 OCBC Securities Private Ltd 59,880,156 1.61
9 Maybank Kim Eng Securities Pte. Ltd. 50,852,090 1.36
10 RSM Corporate Advisory Pte. Ltd. 47,000,000 1.26 

From AR of 2018 , Temasek through Pavilion owns 4.07% of Ezion .

It had been over a year since Ezion completed the restructuring (Paid professional fees....). With the delay of revolving credits, huge debts (earliest borrowings due Nov 2023), cash flow barely enough to service finance cost, and insufficient working capital to deploy asset. If you are Yinson or potential investor, would u rather invest into Ezion or propose to buy Ezion's asset @ bargain price?



https://links.sgx.com/FileOpen/EHL_2Q201...eID=574020


Going concern
The Group and the Company has net liabilities of US$630.1 million and US$998.1 million respectively as at 30 June 2019. This was mainly due to the losses incurred by the Group during the period as described above. The Group will continue to engage closely with the secured lenders to expedite the drawdown of the additional revolving credit facilities from the secured lenders to deploy the Group’s vessels back to work.

Subsequent to the previous announcements made by the Company on 31 March 2019, 12 April 2019 and 15 April 2019, in relation to the Proposed Subscription and the Proposed Grant of Options with Yinson Eden Pte. Ltd., an indirect wholly-owned subsidiary of Yinson Holdings Berhad (“Yinson”), the Company has been informed that the Subscriber is still in negotiations with the Designated Lenders.

A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months.
There has been a slight improvement in the overall market conditions for the marine offshore oil and gas industries as there has been a gradual increase in drilling and marine activities which lifted demand for the industries. However, with limited financing options, the Group was unable to capitalise on the uptrend in the market. Should the prolonged delay in the completion of the Yinson Subscription and unavailability of funds from the lenders continue, the Group's deployment plan for its assets may be further hindered and the Group may incur further losses going forward.

In view of the additional problems and material losses arising from the unexpected prolonged negotiations between the Designated Lenders and Yinson, the Group is exploring with Yinson on actions and solutions that will best serve the interests of all stakeholders.

Ezion's debt conversion agreement with white knight lapses
Tue, Oct 01, 2019 - 10:49 PM

EZION Holdings' conditional debt conversion agreement and conditional option agreement with would-be white knight Yinson Holdings have lapsed, the offshore and marine group announced on Tuesday night......

These conditions had not been fulfilled or waived by this long-stop date, said Ezion. On Oct 1, Ezion and Yinson decided not to extend the deadline. Accordingly, the conditional debt conversion agreement and the conditional option agreement have lapsed and will cease to have further effect.

"Notwithstanding, the company remains in discussions with the subscriber, as well as the designated lenders, to explore possible ways to move forward," said Ezion, adding that it will keep shareholders informed of any further developments and make the necessary announcements.......

Read more : https://www.businesstimes.com.sg/compani...ght-lapses

Ezion Holdings reaches agreement with white knight
UPDATED Mon, Mar 02, 2020 - 11:51 AM

TROUBLED offshore and marine group Ezion Holdings has on Feb 28 reached a new conditional debt conversion and conditional option agreement with would-be white knight, Malaysia-listed Yinson Holdings.....

https://www.businesstimes.com.sg/compani...ite-knight

Co Announcements in SGX :
https://links.sgx.com/FileOpen/Ezion_Ann...eID=598714 [Subscription]
https://links.sgx.com/FileOpen/Ezion%20F...eID=598773   [FY FS]