Documente Academic
Documente Profesional
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MOTOR
VEHICLES COMPUTERS TOTAL
COMPANY $’000 $’000 $’000
COST
At 1 September 2004 98 – 98
Additions – 54 54
Disposals (98) – (98)
At 31 August 2006 – 97 97
ACCUMULATED DEPRECIATION
At 1 September 2004 98 – 98
Disposals (98) – (98)
At 31 August 2006 – 28 28
At 31 August 2005 – 54 54
(a) Vessels under construction are not depreciated until such time they are completed and are ready for their
intended use. Included in the cost of vessels under construction were borrowing costs arising from borrowings
used to finance their construction amounting to approximately $1,262,000 (2005: $230,000). The capitalisation
rates varied from 4.31% to 8.75% (2005: 3.23% to 5.10%) representing the borrowing costs to finance the
vessels under construction.
(b) The vessels under construction and vessels are pledged in connection with the bills payable and term loan
facilities granted by financial institutions (Notes 19 and 22).
(c) The leasehold building is pledged in connection with bills payable and term loan facilities granted by a financial
institution (Notes 19 and 22).
(d) The Group derecognised certain components of one vessel in the prior year, the cost of which was compensated
by the third party shipbuilder, amounting to $3,923,000.
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10
3. Fixed assets (cont’d)
(e) In accordance with FRS 105, Non-current Assets Held for Sale and Discontinued Operations, the Group:
- reclassified the vessels under construction, vessels and assets on board the vessels identified for disposal from
fixed assets to assets held for sale from the respective dates of announcement on the proposed transactions.
The reclassification amounted to $73,787,000 (2005 : $96,432,000); and
- ceased depreciation from the respective dates of announcement on the proposed transactions. The impact of
not depreciating these vessels and assets on board the vessels was an increase in net profit of $151,000 (2005:
$1,425,000).
(f) Fixed assets purchased under finance leases stated at net book values were as follows:
GROUP COMPANY
2006 2005 2006 2005
$’000 $’000 $’000 $’000
351 281 – –
_73
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
4. Intangible assets
NEGATIVE
GOODWILL ON GOODWILL ON LAND LEASE
CONSOLIDATION CONSOLIDATION RIGHTS TOTAL
GROUP $’000 $’000 $’000 $’000
COST
ACCUMULATED AMORTISATION
CARRYING AMOUNT
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10
5. Investments in subsidiaries
GROUP
2006 2005
$’000 $’000
COUNTRY OF PERCENTAGE
INCORPORATION OF EFFECTIVE
AND PLACE OF INTEREST HELD COST OF
NAME OF COMPANY PRINCIPAL ACTIVITIES BUSINESS BY THE GROUP INVESTMENT
2006 2005 2006 2005
% % $’000 $’000
HELD BY THE COMPANY
Lewek Shipping Ship owner and provision Singapore 100 100 3,504 3,504
Pte Ltd* of ship chartering services
Lewek Ivory Ship owner and provision Singapore 100 100 4,000 4,000
Shipping Pte Ltd* of ship chartering services
Lewek Ebony Ship owner and provision Singapore 100 100 4,000 4,000
Shipping Pte Ltd* of ship chartering services
Lewek Emerald Ship owner and provision Singapore 100 100 7,000 7,000
Shipping Pte Ltd* of ship chartering services
Emas Offshore Shipping agent and provision Singapore 100 100 111 111
Pte Ltd* of ship chartering, ship management
services and engineering works
Ezra Marine Provision of ship chartering and Singapore 100 100 5,000 5,000
Services Pte Ltd* management services, supply of
marine and gas oil, and ship
building and engineering works
Lewek Conqueror Ship owner and provision British Virgin Islands 100 100 –# –#
(BVI) Limited* of ship chartering services
Ezra Energy Petroleum, mining and prospecting services Singapore 100 100 –# –#
Services Pte Ltd@
Asian Drilling Petroleum, mining and prospecting services Singapore 100 100 –# –#
Services Pte Ltd@
_75
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
Note:
# : Less than $1,000
* : Audited by Ernst & Young, Singapore
** : Audited by Ernst & Young, Malaysia
*** : Audited by Ernst & Young, Vietnam
^ : Audited by Y.L. Chee & Co., Chartered Accountants (Malaysia)
@ : Not required to be audited under the laws of the country of incorporation.
During the financial year, the Company acquired the following wholly-owned subsidiaries:
(a) On 4 October 2005, the Company acquired 100% equity interest in HCM Logistics Limited (formerly known as
Strong Union Limited), incorporated in British Virgin Islands for a cash consideration of US$1.
(b) On 1 November 2005, HCM Logistics Limited acquired 100% equity interest in Asian Technical Maritime
Services
Services Limited,
Limited, incorporated
incorporated in Isle of Man for a total cash consideration of US$5.5
US$5.5 million.
million. Asian
Asian Technical
Technical
Maritime Services Limited has a wholly-owned subsidiary, Saigon Shipyard
Shipyard Limited,
Limited, incorporated
incorporated inin Vietnam
Vietnam in
in
accordance
accordance with
with Investment
Investment License
License No.1764/GP issued by the Ministry of Planning and Investment
Investment on on 55
December 1996.
December 1996.
From the respective dates of acquisition, HCM Logistics Limited and its subsidiaries has contributed $514,000 to the
net profit of the Group. If the combination had taken place at the beginning of the financial year, the profit for the
Group would have been $61,912,000 and revenue for the Group would have been $111,899,000.
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10
6. Investments in associated companies
GROUP COMPANY
2006 2005 2006 2005
$’000 $’000 $’000 $’000
Unquoted equity shares, at cost
- ordinary shares 14,935 –# – –
- conditional convertible cumulative
redeemable preference shares 22,487 14,017 – –
Share of post-acquisition reserves 716 – – –
38,138 14,017 – –
COUNTRY OF PERCENTAGE
INCORPORATION OF EFFECTIVE COST OF
AND PLACE OF INTEREST HELD INVESTMENT
NAME OF COMPANY PRINCIPAL ACTIVITIES BUSINESS BY THE GROUP BY GROUP
2006 2005 2006 2005
% % $’000 $’000
HELD BY THE SUBSIDIARIES
Intan Offshore Sdn Bhd * Ship owning and provision Malaysia 49 49 23,022 14,017
of ship chartering services
37,422 14,017
Note:
* : Audited by Ernst & Young, Malaysia
** : Audited by Deloitte & Touche, Singapore
# : Less than $1,000
During the current financial year, additional CCCRPS were issued to Emas Offshore (M) Sdn Bhd as part consider-
ation upon completion of the sale of an additional 3 vessels.
Part of the remaining cash consideration was received during the financial year. The portion of the unpaid cash
consideration is included in amounts due from associated companies as at the end of the financial year.
_77
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
(a) the right to fixed cumulative preferential dividend at the rate of 60% on the audited net profit of Intan Offshore or
such other percentage as may agreed between the parties;
(c) may be redeemed at any time wholly or partly for the time being issued and outstanding at any time so long as,
such
such redemption
redemption is is on
on a pro-rata basis among the holders, by giving not less than one
one (1)
(1) year
year notice
notice in
in writing
writing of
of
thethe intention
intention from
from Intan
Intan Offshore
Offshore to to
thethe Holder;
Holder;
(d) may be redeemed at its nominal value of RM1 per preference share;
(e) may be converted into ordinary shares of RM1 each at the ratio of 1 ordinary share for every 1 CCCRPS held by
the Holder upon
upon occurrence
occurrence ofof transfer
transfer of
of shares
shares and
and sale
sale of
of Default
Default shares
shares as
as defined
defined in
in the
the shareholders’
shareholders’
agreement;
agreement; and
and
(f) entitled to one voting right for each CCCRPS held at general meetings of Intan Offshore in respect of a
proposed winding-up of Intan Offshore or variation or amendment of the rights attached to the CCCRPS.
On 28 December 2005, HCM Logistics Limited (“HCM Logistics”) acquired 30% equity interest in Uni-Bulk from
Eastern Bulk Limited (“Vendor”) for a total consideration of $14,400,000. The purchase consideration was satisfied
via $960,000 in cash and issuance of 9,600,000 new ordinary shares in the share capital of the Company (Note 24).
As at 31 August 2006, management has provisionally assessed the fair value of the associated company in
accordance with FRS 103, Business Combinations. Accordingly, provisional goodwill of $8,578,000 has been
included in the carrying amount of investments in associated companies.
The Vendor has provided profit guarantees of $12,000,000 and $20,000,000 in respect of the audited consolidated
profit before taxation and minority interest (but excluding and disregarding extraordinary items) of the Uni-Bulk and
its subsidiaries for the financial years ending 31 December 2005 and 31 December 2006 respectively. Where the
profit guarantees are not met, the terms of the acquisition provides that the Vendor will give additional equity interest
in Uni-Bulk to the Group, up to a total equity interest of 50% (including the 30% equity interest originally acquired).
Any remaining shortfall arising from the profit guarantees will be satisfied in cash or additional shares.
During the financial year and subsequent to acquisition of the associated company, 2 vessels belonging to Uni-Bulk
with a total net book value of US$4,445,000 as at 31 August 2006 met with accidents. As the vessels were fully
insured, claims were filed with the insurers. The insurance claims have not been finalised as at 31 August 2006. As
the management of the associated company are of the view that the insurance claims are likely to be successful, no
provision for impairment has been made in respect of the Group’s investment in the associated company.
_78
10
6. Investments in associated companies (cont’d)
The summarised financial information of associated companies were as follows:
GROUP
2006 2005
$’000 $’000
Total assets 222,298 74,494
Total liabilities 173,564 60,371
Revenue 37,270 –
Net profit/(loss) after tax 3,947 (25)
The shareholder loans to joint venture companies are unsecured, bear interest at 8% per annum and have no fixed
terms of repayment. The loans are not expected to be repaid within twelve months from the end of the financial
year.
_79
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
COUNTRY OF PERCENTAGE
INCORPORATION OF EFFECTIVE COST OF
AND PLACE OF INTEREST HELD INVESTMENT
NAME OF COMPANY PRINCIPAL ACTIVITIES BUSINESS BY THE GROUP BY GROUP
2006 2005 2006 2005
% % $’000 $’000
S.E. Mariam Sdn Bhd * Ship owning and provision Malaysia 49 49 1,095 1,095
of ship chartering services
New Strong
Group Limited @ Investment holding and provision British Virgin Islands 50 – 2,910 –
for offshore rig services
United Oilfield
Services Pte Ltd # Provision for offshore rig services Singapore 50 – 50 –
4,134 1,095
Note:
* : Audited by Afrizan Tarmili Khairul Azhar, Chartered Accountants, Malaysia
@ : Not required to be audited under the laws of the country of incorporation
# : Newly incorporated, auditors not appointed yet
On 22 November 2005, the Company acquired 50% equity interest in New Strong Group Limited for US$1,250,000.
The subscription cost together with relevant incidental cost amounted to a total of US$1,750,000. Accordingly,
goodwill amounting to approximately $1,573,000 (equivalent to US$1,000,000) has been included in the carrying
value of investments in joint venture companies.
During the financial year, the Company incorporated the following joint venture companies:
(a) United Oilfield Services Pte Ltd, incorporated in Singapore on 1 April 2005; and
_80
10
7. Investments in joint venture companies (cont’d)
The Group’s share of the assets, liabilities, revenue and expenses of the joint venture companies were as follows:
GROUP
2006 2005
$’000 $’000
Current assets 15,004 1,416
Non-current assets 20,439 3,449
During the financial year, 2 vessels belonging to S.E. Mariam Sdn Bhd with a total net book value of approximately
$4,719,000 as at 31 August 2006 met with accidents. As the vessels were fully insured, claims were filed with the
insurers. The insurance claims have not been finalised as at 31 August 2006. As the management of the joint
venture company are of the view that the insurance claims are likely to be successful, no provision for impairment
has been made in respect of the Group and the Company’s investment in the joint venture company.
8. Available-for-sale investments
GROUP AND COMPANY
2006 2005
$’000 $’000
(RESTATED)
Quoted available-for-sale
investments, at fair value 10,300 14,905
The available-for-sale investments are pledged to a financial institution for banking facilities granted to the Company
(Note 19).
_81
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
50,975 71,775
(a) During the year, vessels under construction, vessels and assets on board the vessels, amounting to $73,787,000
(2005: $96,432,000),
$73,787,000 were reclassified
(2005: $96,432,000), werefrom fixed assets
reclassified from to assets
fixed heldtofor
assets sale. held
assets Subsequent
for sale. to the reclassifica-
Subsequent to
tion,
the there were further
reclassification, thereadditions and additions
were further disposals and
of assets heldof
disposals forassets
sale. held for sale.
(b) Included in the cost of vessels under construction and the cost of vessels were borrowing costs arising from bor-
rowings used
borrowings to to
used finance
financetheir
theirconstruction
constructionamounting
amountingtotoapproximately
approximately$3,375,000
$3,375,000 (2005:
(2005: $1,219,000). The
capitalisationrates
capitalisation ratesvaried
variedfrom
from4.05%
4.05%toto7.26%
7.26%(2005:
(2005: 3.61%
3.61% to to 5.78%)
5.78%) representing
representing thethe borrowing
borrowing costs
costs to to
financethe
finance thevessels
vesselsunder
underconstruction
constructionand
andvessels.
vessels.
(c) The vessels under construction and vessels are pledged in connection with the bills payable and term loan
facilities granted by financial institutions (Notes 19 and 22).
_82
10
10. Inventories and work-in-progress
GROUP
2006 2005
$’000 $’000
Inventories 3,311 2,114
Work-in-progress 1,987 632
1,541 355
Represented by :
Work-in-progress less progress billings 1,987 632
Progress billings in excess
of work-in-progress (446) (277)
1,541 355
During the financial year, the Group wrote-down $38,000 (2005: $Nil) of inventories which are recognised as
expense in the profit and loss account.
_83
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
40,908 37,973
GROUP
2006 2005
$’000 $’000
At beginning of financial year 174 144
Allowance for the financial year (Note 28) – 30
Written off (46) –
Translation difference 13 –
_84
10
12. Other receivables
GROUP COMPANY
2006 2005 2006 2005
$’000 $’000 $’000 $’000
Receivable from a ship builder 8,851 5,761 – –
Other receivables 2,208 658 338 21
Receivable from a shipbuilder relates to sale of equipment to the shipbuilder for purpose of installation on vessels
under construction for the Group. The receivable from a shipbuilder has not been offset against the payable to a
shipbuilder as disclosed in Note 18 as there is no legal right to offset.
Included in the Group’s other receivables are $9,415,000 (2005 : $5,760,000) denominated in United States
dollars.
4,461 1,132 – –
_85
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
The fixed deposits are made for varying periods of between one day and three months depending on the cash
requirement of the Group and the Company and earn an effective interest rates ranging from 0% to 5.06% (2005 :
1.80% to 3.10%) per annum.
Included in the Group’s fixed deposits are $1,574,000 (2005 : $5,003,000) denominated in United States dollars.
As at 31 August 2006, the following amounts are included in trade payables for the Group:
_86
10
18. Other payables and accruals
GROUP COMPANY
2006 2005 2006 2005
$’000 $’000 $’000 $’000
Other creditors 13,424 8,750 1,408 34
Payable to a shipbuilder 22,077 8,491 – –
Advance billing made to customers 9,694 754 – –
Accrued operating expenses 5,667 2,638 807 645
Amounts due to directors 6,377 1,686 6,377 1,686
Premium payable 523 – – –
The amounts due to directors are non-trade in nature, unsecured, interest-free and repayable on demand.
As at 31 August 2006, the following amounts are included in other payables for the Group:
As at 31 August 2006, the following amounts are included in bills payable for the Group:
Bills payable of the Company are secured by a legal charge over the marketable securities of the Company and a
2nd legal mortgage in the name of a subsidiary, over an accommodation crane barge and all the equipment and
fixtures added on it and with assignment of insurance in favour of the financial institution. The bill payables bear
interest at 1.00% to 2.25% (2005: 2%) per annum above the bank’s prevailing cost of funds (“COF”), Prime Rate or
Singapore Inter Bank Offer Rate (“SIBOR”) of 2.22% to 5.48% (2005: 2.21% to 4.06%) per annum.
_87
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
(a) a first fixed and floating debenture on a subsidiary’s assets and property, both present and future, including
goodwill
goodwill andand uncalled
uncalled capital;
capital;
(f) legal charge over all monies held in the operating account of vessels, which reside with certain subsidiaries;
(g) corporate guarantees from the Company and certain subsidiaries; and
(h) fixed deposits of the Company and subsidiary amounting to approximately $Nil (2005: $5,003,000) pledged to
a certain financial institution.
Bills payable of the subsidiaries bear interest ranging from 0% to 2% per annum above the bank’s COF, Prime Rate
or SIBOR of 2.55% to 8.75% (2005: 1.46% to 3.78%) per annum.
During the financial year, the effective interest rates of the bills payable of the Group ranged from 4.22% to 8.75%
(2005: 3.31% to 6.00%) per annum.
13,239 6,388
The deferred income refers to the Group’s share of the unrealised profit resulting from the sale of vessels to
associated companies. The deferred income will be amortised over the remaining useful lives of the vessels and
taken against the share of results of associated companies in the consolidated profit and loss account.
_88
10
21. Lease obligations
GROUP
PRESENT PRESENT
MINIMUM VALUE OF MINIMUM VALUE OF
PAYMENTS PAYMENTS PAYMENTS PAYMENTS
2006 2006 2005 2005
$’000 $’000 $’000 $’000
Not later than one year 96 87 106 102
Later than one year but
not later than five years 214 175 46 43
Lease terms are for 5 to 7 years with options to purchase at the end of the lease term. Lease terms do not
contain restrictions concerning dividends, additional debt or further leasing.
Lease obligations bear interest at flat rates ranging from 2.00% to 3.30% (2005: 2.00% to 4.25%) per annum. The
effective interest rates ranged from 3.82% to 6.10% (2005: 3.82% to 7.96%) per annum.
60,350 59,927
84,269 144,289
_89
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
(a) Term loan with principal of US$8,100,000, bears interest at 1.6% (2005:
1.6%) per
1.6%) perannum
annumaboveabove London
London InterInter
Bank Bank
OfferOffer
Rate Rate (“LIBOR”)
(“LIBOR”) of of
3.79% toto5.40%
3.79% 5.40%(2005:
(2005: 2.29%
2.29% to 3.79%)
to 3.79%) per annum.
per annum. The loan Theis loan is
repayable inin32
repayable 32quarterly
quarterlyinstalments
instalments commencing
commencing 3 calendar
3 calendar months
months
after the
after thedate
dateofofdrawdown
drawdown onon
13 13 February
February 2004.
2004. This This
term term
loan isloan is
secured by
secured by way
wayofofaafirst
firstlegal
legalmortgage
mortgageon onthe
thevessel,
vessel,pledged
pledgedoveroverthe
the
earnings account,
earnings account,assignment
assignmentof of vessel
vessel insurances,
insurances, earnings,
earnings, charter
charter
and requisition
and requisitioncompensation
compensation andand corporate
corporate guarantees
guarantees from thefrom the
Company.
Company. 8,363 10,729
(c) The term loan with principal of US$20,250,000 bears interest at 1.685%
(2005:
(2005: 1.685%)
1.685%) per per
annum annum
over over
LIBORLIBOR of 3.565%
of 3.565% to 5.065% to 5.065%
(2005: (2005:
1.575% toto3.565%)
1.575% 3.565%)per perannum.
annum.The Theloanloan is repayable
is repayable overover 27 equal
27 equal
quarterly instalments
quarterly instalmentsofof US$625,000
US$625,000 eacheach
and and
a finala instalment
final instalment
of of
US$3,375,000. The
US$3,375,000. Therepayment
repaymentofoffirst
firstprincipal
principalinstalment
instalment commences
commences
onon 12
12 October
October 2004.
2004. ThisThis term loan is secured by way of legal mortgage
on the vessel
mortgage andvessel
on the all equipment and fixture and
and all equipment added on it,added
fixture assignment
on it, of the
vessel’s insurance,
assignment revenue,
of the vessel’s contract
insurance, proceeds,
revenue, charter
contract income and
proceeds,
contract,
charter leaseand
income agreements
contract, and
leaseany other cash
agreements andflow
anyinotherrespect
cashofflow
the
invessel,
respectfixed andvessel,
of the floating charge
fixed over allcharge
and floating moniesoverheld all in the operating
monies held in
account
the of the
operating vessel of
account andthecorporate
vessel and guarantees
corporatefrom the Company
guarantees from theand 23,988 29,873
certain subsidiaries.
Company and certain subsidiaries.
_90
10
22. Bank term loans (cont’d)
GROUP
2006 2005
$’000 $’000
(e) Term loan
loanwith
withprincipal of $1,200,000
principal of $1,200,000 bears interest
bears at theatbank’s
interest prime prime
the bank’s
lending
lending rate
rate of
of6%
6%(2005:
(2005:6%)
6%)perperannum.
annum.The Theloan
loanis is
repayable
repayable in in
120120 equal
equal
monthlymonthly instalments
instalments of $10,000
of $10,000 commencing
commencing 3 September
3 September 2002. 2002.
This term loan
This term loan
is secured is secured
by way by legal
of a first way of a first legal
mortgage overmortgage
the terraceoveroffice
the factory at 20
terrace office factory
Ubi Crescent, #01-02at 20
UbiUbi Crescent,Singapore
Techpark, #01-02 Ubi Techpark,
408565 and a second legal
Singapore
mortgage 408565 and of
on a vessel a second legal mortgage
a subsidiary on a vessel
and unconditional of a
corporate guarantees
subsidiary and unconditional
from the Company and certaincorporate guarantees from the Company
subsidiaries. 730 850
and certain subsidiaries.
(f) Revolving
Revolvingshort
shortterm
termloan with
loan principal
with of US$8,250,000
principal of US$8,250,000bearsbears
interest
interest at
at 1.00%
1.00% (2005:Nil)
(2005: Nil)per
perannum
annumabove
aboveLIBOR
LIBORofof5.47%
5.47% to
to 5.51%
5.51% (2005: Nil) per
Nil) per annum.
annum. The loanThe
hasloan has
been been
fully fullyinrepaid
repaid in October
October 2006 via2006 via by another
refinancing
refinancing by term
post-delivery another loanpost-delivery term loan of
of US$11,000,000. US$11,000,000.
This loan was securedThis by legal
loan was secured
assignment of thebyshipbuilding
legal assignment
contract of the
andshipbuilding contractand
deed of guarantee andindemnity
deed of guarantee
from the Company.and indemnity from the Company. 12,977 –
(h) Term
Term loan
loan with principal
principal ofof$32,500,000
$32,500,000bore
boreinterest at at
interest Swap Offer
Swap Offer Rate of
Rate ofto2.01%
2.01% 2.55%to(2005:
2.55%1.89%
(2005: to
1.89% to 2.55%)
2.55%) per annum
per annum plus of 1.75%
plus margin
(2005: 1.75%) per annum and has been fully repaid during the financial year.
This term loan was secured by way of a first legal mortgage on the vessel under
financing, assignment of charter income and charter contracts and charge over
all monies held in operating account of the vessel. – 28,472
_91
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
(j) Term
Termloan
loanwith
withprincipal
principalofofUS$2,700,000,
US$2,700,000,bore boreinterest
interestatat2.5%
2.5% (2005:
(2005:
2.5%) 2.5%) per annum
per annum aboveabove the bank’s
the bank’s SIBOR SIBOR of 3.75%
of 3.75% to 5.47%
to 5.47% (2005:
(2005:
1.77%1.77% to 3.92%)
to 3.92%) and has andbeen
has been fully repaid
fully repaid duringduring the year.
the year. This This
term
term
loan loan
was was secured
secured by way
by way of aoffirst
a first
legallegal mortgage
mortgage on the
on the vessel
vessel under
under financing,
financing, assignment
assignment of of charterincome
charter income andand charter
chartercontracts,
contracts,
assignment
assignmentofofvessel
vesselinsurances,
insurances, charge
charge over all monies
over heldheld
all monies in thein the
operating
operatingaccount
accountofofthe
thevessel
vesseland andunconditional
unconditionalcorporate
corporateguarantee
guarantee
from
fromthe
theCompany
Companyand andcertain
certainsubsidiaries.
subsidiaries. – 2,727
(m) Term
(l) Term loan
loan with
with principal
principal of of US$10,400,000
US$10,400,000 bore bore interest
interest at
at 2.4%
2.4% 2005:
(2005:
2.4%)
2.4%)perperannum
annumabove aboveone onemonth
monthSIBOR
SIBORofof2.34% 2.34%toto2.59%
2.59%(2005:
(2005:
1.51%
1.51%toto2.50%)
2.50%)per perannum
annumand andhas
hasbeen
beenfully
fullyrepaid
repaidduring
duringthetheyear.
year.
This
Thisterm
termloanloanwaswassecured
secured byby
way of aoffirst
way legallegal
a first mortgage
mortgageon the
on the
vessel
vesselunder
underfinancing,
financing,assignment of vessel
assignment insurances,
of vessel charter charter
insurances, income,
charter
income, time and time and
charter charter
timecontract with a charterer,
charter contract pledges pledges
with a charterer, over
operating account
over operating of theofvessel
account and corporate
the vessel and corporate guarantees from from
guarantees the the
Company
Companyand andcertain
certainsubsidiaries.
subsidiaries.The Thetermterm loan
loancarried a covenant
carried a covenant
that
thatrequires
requiresall allcorporate
corporateguarantors
guarantors toto obtain
obtain written
written consent from the
financial
financialinstitution
institutionprior
priortotodeclaration
declarationofofdividends.
dividends. – 13,005
_92
10
22. Bank term loans (cont’d)
GROUP
2006 2005
$’000 $’000
(m) Term
Term loan
loan with principal
principal ofof$32,500,000
$32,500,000boreboreinterest
interestat at
SwapSwap Offer
Offer
Rate of Rate
1.99% to 2.05% (2005: 2.00% to 2.33%) per annum plus
ofmargin
1.99%ofto1.75%
2.05%(2005:
(2005: 1.75%)
2.00% to per2.33%)
annumper annum
and plus margin
has been of
fully repaid
1.75%
during(2005: 1.75%)
the year. perterm
This annumloanand
washas been fully
secured by repaid
way ofduring
a firstthe
legal
year. This term
mortgage loan
on the was under
vessel secured by way of
financing, a first legalofmortgage
assignment on the
charter income
vessel under financing,
and charter contractsassignment
and chargeofovercharter
all income
monies andheldcharter
in operating
contracts
account of and
thecharge
vessel.over all monies held in operating account of the – 32,219
vessel.
(n) Term
Termloan
loanwith principal
with of US$5,100,000
principal of US$5,100,000 bore bore
interest at 2.25%
interest at 2.25%
(2005:
(2005:2.25%)
2.25%)per annum
per annum above
aboveSIBOR
SIBOR of 3.62% (2005:
of 3.62% 1.79%
(2005: to to
1.79%
3.88%)
3.88%)per
perannum
annumand andhas
hasbeen
beenfully
fullyrepaid
repaidduring
duringthe
theyear.
year. This
Thisterm
term
loan
loanwas
was secured
securedby way
by of
waystatutory mortgage
of statutory on the vessel,
mortgage on the vessel,
assignment
assignmentofofinsurance
insurancepolicies and
policies andcharter contract
charter andand
contract corporate
corporate – 7,113
guarantee
guaranteefrom
fromthetheCompany.
Company
Unsecured
(o) Non-revolving short term loan with principal of US$10,000,000 bears
interest at 1.15% (2005: Nil) per annum above LIBOR of 5.48% (2005:
Nil) per annum. The loan is repayable in 3 unequal instalments of
US$2,500,000, US$3,500,000, and US$4,000,000 commencing 31
January 2007 and will be fully repaid by 30 April 2007. This term loan is
secured by corporate guarantee from the Company. 15,730 -
84,269 144,289
23. Tax
Major components of tax expense for the financial years ended 31 August were:
GROUP COMPANY
2006 2005 2006 2005
$’000 $’000 $’000 $’000
Current tax 1,817 701 71 93
Deferred tax – 47 – –
Withholding tax 51 1,062 – –
Under/(over) provision in
respect of prior years
- current tax 4 (27) – –
1,872 1,783 71 93
_93
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
GROUP COMPANY
2006 2005 2006 2005
$’000 $’000 $’000 $’000
(RESTATED) (RESTATED)
Accounting profit 63,608 28,801 26,185 4,071
Note:
* Withholding tax relates to tax withheld on certain overseas revenue for which no tax relief is available in Singapore as the income is
tax exempt under Section 13A of the Singapore Income Tax Act.
As at 31 August 2006, the Company had unabsorbed tax losses of approximately $Nil (2005: $145,000) which are
available for transfer under group relief, subject to the agreement of the Inland Revenue Authority of Singapore.
_94
10
23. Tax (cont’d)
Movements in deferred income tax liabilities were as follows:
GROUP
2006 2005
$’000 $’000
Balance at beginning of financial year 87 40
Charge to profit and loss account – 47
_95
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
All new ordinary shares rank pari passu in all respects with the then existing ordinary shares of the Company.
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary
shares carry one vote per share without restriction.
On 30 January 2006, in accordance with the Companies (Amendment) Act 2005, the concepts of “par value” and
“authorised capital” were abolished and on that date, the shares of the Company ceased to have par value. In
addition, the amount standing in the share premium reserve had become part of the Company’s share capital.
25. Reserves
(a) Fair value adjustment reserve
(3,766) 9,129
_96
10
25. Reserves (cont’d)
(b) Hedging reserve
Hedging reserve records the portion of the fair value changes on derivative financial instruments designated as
hedging instruments in cash flow hedges that is determined to be an effective hedge.
GROUP
2006 2005
$’000 $’000
At beginning of financial year,
as previously reported - -
Effects of adopting FRS 39 (Note 2.2(c)) - -
Net change in the reserve arose from net gain on fair value changes during the financial year.
GROUP
2006 2005
$’000 $’000
At beginning of financial year (532) (344)
Net effect of exchange differences (5,781) (188)
_97
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
26. Revenue
GROUP COMPANY
2006 2005 2006 2005
$’000 $’000 $’000 $’000
Offshore support services 74,533 42,970 – –
Marine services 35,792 29,577 – –
Dividend income from
- unquoted subsidiaries – – 20,146 2,000
- unquoted joint venture – – 95 –
- AFS investments – – 490 477
Management fee income from a subsidiary – – 10,639 2,633
_98
10
28. Profit from operations
This is determined after charging the following:
GROUP COMPANY
2006 2005 2006 2005
$’000 $’000 $’000 $’000
Non-audit fees to auditors of the Company 66 29 66 29
Depreciation of fixed assets 4,588 5,433 28 –
Directors’ remuneration
- Salaries and bonuses 7,511 3,671 7,199 3,618
- Contributions to defined
contribution plans 27 28 17 22
- Benefit in kind 303 231 290 214
Directors’ fees 249 242 249 242
Key executive officers’ remuneration
- Salaries and bonuses 1,158 883 1,028 506
- Contributions to defined
contribution plans 81 68 81 53
- Other personnel expenses 196 82 156 59
Fixed assets written off 6 – – –
Bad debts written off 13 – – –
Write-down of inventories 38 – – –
Amortisation of intangible asset 112 – – –
Personnel expenses (Note 29) 14,373 12,193 10,573 5,320
Allowance for doubtful debts (Note 11) – 30 – –
Operating lease expenses 320 167 – –
Personnel expenses include amounts shown as directors’ remuneration and fees and key executive officers’
remuneration in Note 28.
_99
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
Interest expense
- bank overdrafts 1 17 – 13
- term loans 4,006 5,421 – –
- letters of credit, trust receipts
and money market line 2,736 1,296 – –
- finance leases 8 15 – –
Bank charges 2,251 730 13 29
9,002 7,479 13 42
Included in cost of vessels
under construction*
- Fixed assets (1,262) (230) – –
- Assets held for sale (3,375) (1,219) – –
4,365 6,030 13 42
Note:
* The capitalisation rate used to determine the amount eligible for capitalisation varied from 4.05% to 8.75% (2005: 3.31% to 5.78%),
representing the borrowing costs to finance the vessels under construction.
_100
10
32. Earnings per share
Earnings per ordinary share is calculated by dividing the Group’s net profit attributable to shareholders by the
weighted average number of ordinary shares outstanding during the financial year, after adjusting for bonus issue.
The calculation of the basic and fully diluted earnings per share of the Group is based on the following:
GROUP
2006 2005
$’000 $’000
(RESTATED)
Net profit attributable to shareholders 61,736 27,018
In accordance with FRS 33, Earnings Per Share, the weighted average number of shares for comparative figure has
been adjusted to reflect the bonus issue of one (1) bonus share for every five (5) existing ordinary shares during the
financial year (Note 24(b)).
As there were no share options and warrants granted during the financial year or outstanding as at the end of the
financial year, the basic and fully diluted earnings per share are the same.
_101
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
GROUP COMPANY
2006 2005 2006 2005
$’000 $’000 $’000 $’000
INCOME
Dividend income
- subsidiaries – – 20,146 2,000
- associated company 3,732 – – –
- joint venture company 95 – 95 –
Interest income from joint
venture companies 165 – 165 –
Management fee income
from a subsidiary – – 10,639 2,633
Management fee income
from an associated company 79 – – –
Ship management fee income
- associated company 37 17 – –
- joint venture company 113 100 – –
Sales to an associated company 1,189 – – –
Sales to a joint venture company – 44 – –
EXPENSES
Bareboat charter from
an associated company 13,899 – – –
OTHERS
Sale of vessels to associated companies 44,105 73,904 – –
_102
10
34. Contingent liabilities and commitments
(a) Contingent liabilities
As at 31 August 2006, the Company had issued corporate guarantees to banks for granting banking facilities to
certain subsidiaries, joint venture companies, an associated company and an associated company of a joint venture
company.
Unsecured contingent liabilities not provided for in the financial statements are as follows:
GROUP COMPANY
2006 2005 2006 2005
$’000 $’000 $’000 $’000
- corporate guarantees given for
the borrowings of subsidiaries – – 98,980 144,289
- corporate guarantees given for the
borrowings of joint venture companies * 11,311 5,815 11,311 5,815
- corporate guarantees given for
the borrowings of associated companies 49,954 – 49,954 –
- corporate guarantees given for
the borrowings of an associated
company of a joint venture company 15,730 – 15,730 –
* Includes corporate guarantees given in respect of loans undertaken to finance the acquisition of the 2 vessels which met with
accidents as discussed in Note 7.
As at 31 August 2006, the Company had also issued corporate guarantees in respect of the leaseback commit-
ments for the 4 vessels under the sale and leaseback arrangement entered into by a subsidiary during the financial
year.
382,773 345,647
_103
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
GROUP
2006 2005
$’000 $’000
Not later than one year 17,318 279
Later than one year but
not later than five years 67,379 367
Later than five years 41,160 –
125,857 646
The management reviews and agrees policies for managing these risks and they are summarised below:
Additional information relating to the Group’s interest rate exposure is also disclosed below and in the notes relating
to its borrowings.
_104
10
35. Financial instruments (cont’d)
Credit risk
Credit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial
and contractual obligations when due.
The Group has established credit limits for creditworthy customers. These debts are continually monitored and
therefore, the Group does not expect to incur material credit losses.
The carrying amounts of trade and other receivables, amounts due from associated companies and joint venture
companies, fixed deposits and cash and bank balances represent the Group’s maximum exposure to credit risk. No
other financial assets carry a significant exposure to credit risk.
As at 31 August 2006, the Group had 5 (2005: 6) major customers that account for approximately 79% (2005: 80%)
of the Group’s gross trade receivables.
Fixed deposits and cash and bank balances are placed with reputable financial institutions. Management believes
that the financial institutions that hold the Group’s assets are financially sound and accordingly, minimal credit risk
exists with respect to these assets.
Liquidity risk
In the management of liquidity risk, the Group monitors and maintains a level of cash and bank balances deemed
adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows.
The Group’s funding is obtained from funds generated from operations, bills payables, bank term loans and finance
leases.
As at 31 August 2006, the Group had significant foreign currency exposure in United States dollars, Malaysia Ringgit,
Great Britain Pounds, Norwegian Kroner and Euro in its trade and other receivables, trade payables, term loans and
bill payables as disclosed in the respective notes.
_105
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
GROUP
2006 2005
$’000 $’000
Forward currency option contracts –# –
Interest rate cap contracts 1,215 –
Interest rate floor contracts (15) –
1,200 –
The table below sets out the notional principal amount of the outstanding interest rate derivative contracts and the
notional amount of net forward currency option contracts of the Group as at 31 August:
GROUP
2006 2005
$’000 $’000
Remaining notional principal 76,170 122,501
These interest rate derivative contracts cover the respective cash flows of interest charges payable to the banks from
October 2004 to July 2011.
As at 31 August 2006, the fair values of these derivative contracts amounting to $550,000 were recorded as
derivative assets in the balance sheet of the Group. Fair value gains of $550,000 relating to these hedging
instruments are included in the hedging reserve (Note 25).
The terms of these contracts have been negotiated to match the terms of the bank term loans.
_106
10
35. Financial instruments (cont’d)
Fair values
Fair value is defined as the amount at which the financial instrument could be exchanged in a current transaction
between knowledgeable willing parties in an arm’s length transaction, other than in a forced or liquidation sale. Fair
values are obtained from quoted market prices, discounted cash flow models and option pricing models where
practical.
The following methods and assumptions are used to estimate the fair value of each class of financial instruments:
(a) Cash and bank balances, trade and other receivables and payables and bills
payable
The carrying amounts of these balances approximate fair values due to their short-term nature.
The carrying value of long term floating interest rate term loans approximate fair values as these borrowings are of
variable interest rate with repricing features.
Segment accounting policies are the same as the policies described in Note 2. The primary format, business
segments, is based on the Group’s management and internal reporting structure.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, liabilities and expenses.
The Group is organised into two main operating divisions, namely Offshore support services and Marine services.
The Offshore support services division is mainly engaged in the owning, chartering and the management of offshore
support vessels in serving the oil and gas exploration and drilling industries. The Marine services division is mainly
engaged in the provision of management services, supply of marine and gas oil, provision of ship building and
engineering works.
_107
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
OFFSHORE
SUPPORT MARINE
FINANCIAL YEAR SERVICES SERVICES GROUP
ENDED 31 AUGUST 2006 $’000 $’000 $’000
REVENUE 74,533 35,792 110,325
ASSETS
Segment assets 268,291 36,643 304,934
Unallocated assets 90,052
LIABILITIES
Segment liabilities 121,310 48,924 170,234
Unallocated liabilities 36,158
Other information
Capital expenditure 149,374 – 149,374
Unallocated capital expenditure 2,111
_108
10
36. Segment information (cont’d)
Business segments
OFFSHORE
SUPPORT MARINE
SERVICES SERVICES GROUP
FINANCIAL YEAR $’000 $’000 $’000
ENDED 31 AUGUST 2005 (RESTATED) (RESTATED) (RESTATED)
REVENUE 42,970 29,577 72,547
ASSETS
Segment assets 231,133 29,019 260,152
Unallocated assets 107,105
LIABILITIES
Segment liabilities 191,317 21,080 212,397
Unallocated liabilities 15,810
OTHER INFORMATION
Capital expenditure 73,384 – 73,384
Unallocated capital expenditure 676
_109
FINANCIALS
DIRECTORS’ REPORT STATEMENT BY DIRECTORS
AUDITORS’ REPORT BALANCE SHEETS
PROFIT AND LOSS ACCOUNTS STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOWS STATEMENT NOTES TO THE FINANCIAL STATEMENTS
EZRA HOLDINGS LIMITED
ANNUAL REPORT 2006
2006 2005
REVENUE (1) $’000 $’000
Singapore 10,460 21,298
South East Asia(2) 93,483 51,147
Other countries(3) 6,382 102
110,325 72,547
Note:
(1) Revenue is based on the location of customers.
(2) South East Asia includes Thailand, Brunei, Malaysia and Vietnam and excludes Singapore.
(3) Other countries includes Australia, Yemen, Switzerland, Norway, United Arab Emirates and the United Kingdom.
Assets and capital expenditure are based on the location of the companies that own those assets.
2006 2005
ASSETS $’000 $’000
Singapore 318,898 307,177
South East Asia(4) 39,171 19,598
Other countries(5) 36,917 40,482
394,986 367,257
2006 2005
CAPITAL EXPENDITURE $’000 $’000
Singapore 148,504 72,116
South East Asia(4) 1,365 –
Other countries(5) 1,616 1,944
151,485 74,060
Note:
(4) South East Asia includes Thailand, Brunei, Malaysia and Vietnam and excludes Singapore.
(5) Other countries includes British Virgin Islands.
_110
10
37. Dividends paid and proposed
GROUP AND COMPANY
2006 2005
$’000 $’000
ORDINARY DIVIDENDS PAID
12,865 4,192
The directors propose that a final dividend of 2.6 cents (2005: 2.7 cents) per ordinary share, tax exempt and a special
dividend of 1.6 cents (2005: 0.8 cents) per ordinary share, tax exempt, be paid for the financial year ended 31 August
2006.
_111
SHAREHOLDING BY THE PUBLIC
Based on information available to the Company as at 30 November 2006, approximately
61.18% of the issued ordinary shares of the Company is held by the public, and therefore,
Rule 723 of the Listing Manual issued by the SGX-ST is complied with.