1. INTRODUCTION The Board of Directors of Carimin wishes to announce that Carimin Engineering, a wholly-owned subsidiary of the Company had on 19 November 2014 entered into a collaboration agreement with Bermuda Subsea (“COA”). Carimin Engineering has experience and expertise on HUC, topside facilities maintenance of oil and gas platforms while Bermuda Subsea has been predominantly focusing in underwater services for Remotely Operated Vehicle (ROV) and Diving Services. Carimin Engineering and Bermuda Subsea are desirous of combining its resources and expertise to pursue selective opportunities involving HUC, topside and subsea services which are often executed simultaneously (hereinafter collectively referred to as “Potential Project”) in the Malaysian market subject to the terms of the COA. 2. SALIENT TERMS OF THE COA 2.1 Project Financing Support Bermuda Subsea is currently bidding for provision of underwater inspection, repair and maintenance services projects. Should Bermuda Subsea be successful in the bids, it will consider support from Carimin Engineering to provide the project financing support in terms of marine assets and equipment such as DP2 Diving Support Vessel (DP2DSV), Saturation & Air Diving Services, Light Work Class ROV and other underwater tooling/services. For the avoidance of doubt, Carimin Engineering is not obliged to provide project financing. 2.2 Cross Project Both companies will where possible continue to collaborate in joint tender bidding activities; predominantly Bermuda Subsea will continue to support Carimin Engineering to complement the underwater services requirements and vice-versa Carimin Engineering to get support from Bermuda Subsea for underwater services requirements within HUC projects. 2.3 DP2 Multi-Purpose Support Vessel readiness Carimin Engineering on best effort basis shall ensure the offshore support vessels acquired to support HUC projects will be upgraded/ enhanced to qualify for underwater services requirements as much as possible. Both parties will share resources on the DP2 vessel technical specifications during the design stages to ensure the capability of the support vessel will cover both HUC, topside and subsea services requirements. The joint collaboration on the design stages shall transform Carimin Engineering vessel into a DP2 Multi-Purpose Support Vessel which will be sufficient to support HUC and other topside requirements as well as for underwater services requirements. 2.4 Further In-depth Business Collaborations Both parties will jointly discuss and mutually agree the possibility of the next level of business collaborations including but not limited to any forms of the following: (a) Joint Venture (JV) – subject to objective and business needs, a dedicated JV entity by Carimin Engineering and Bermuda Subsea can be established to manage a proposed business segment; and/or (b) Merger & Acquisition (M&A) – the collaboration can be further developed in a next phase which may include M&A. The benefits of M&A to both entities shall supersede all other economic factors and must be well driven by growth and further market capitalization. 2.5 The parties agree to the following key strategic objectives described above; and: (i) that the joint collaboration in Potential Projects shall be on an exclusive basis and mutually beneficial to both parties; (ii) the parties shall, collaborate and co-operate with each other in the preparation and submission of the bid proposal for the Potential Projects (hereinafter referred to as “Bid Proposal”); (iii) following the submission of the Bid Proposal, depending on which party takes the lead role, the parties shall endeavour to expeditiously negotiate and finalise a sub-contract on terms and conditions that are mutually acceptable to both parties. For the avoidance of doubt, the sub-contract terms shall be mutually agreed, which the parties shall not be obliged to execute the sub- contract. 2.6 Duration of the COA The COA shall take effect on 19 November 2014 (“Effective Date”) and shall continue to be valid and binding until the occurrence of any of the following:- (i) Upon the expiry of a period of one (1) year from the Effective Date or such extended period as may be mutually agreed between the parties; or (ii) By the mutual agreement of the parties to terminate the COA; or (iii) Upon the early termination in accordance the terms of the COA; or (iv) If any of the parties hereto goes into liquidation or has a winding up order made against it or enters into any composition or arrangement with its creditors or has a provisional liquidator or receiver and/or manager appointed over the whole or any part of its undertaking or assets; or ceases or threatens to cease to carry on business or disposes of the whole or any part of its undertaking or assets; or (v) In the case of any breach of the agreement, the termination shall be at the election of the non- defaulting party. whichever is the earlier. 3. INFORMATION ON BERMUDA SUBSEA Bermuda Subsea is incorporated in Malaysia under the Companies Act, 1965. Bermuda Subsea lines of services covers full fledge onshore and offshore engineering requirements. Backed with its hybrid engineering team capable for design, fabrication and on-field services; it offers total solutions predominantly in local and regional underwater services industry. The COA is available for inspection at the registered office of Carimin at Third Floor, No. 79 (Room A, Jalan SS21/60, Damansara Utama, 47400 Petaling Jaya, Selangor during normal business hours on Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 20 November 2014.
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发表于 2014-11-5 10:09
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