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Brightoil Petroleum (Holdings) Limited
Brightoil Petroleum (Holdings) Limited
For the purpose of enhancing the asset structure of Brightoil Petroleum (Holdings) Limited
(the “Company”) (together with its subsidiaries, the “Group”), the Company is pleased to
announce that it is engaging in preliminary commercial negotiations with a potential investor
for the intended sale of the entire interest and business structure in Brightoil Petroleum
(S’pore) Pte. Ltd. (“BOPS”). In this respect, the Company has on 19 November 2020 entered
into a non-binding Memorandum of Understanding (“MOU”) with the potential buyer with
major terms as set out below.
The MOU outlines the principal terms and conditions of the proposed transaction
(“Transaction”) between Landoil (S’pore) Pte. Ltd. (“Purchaser”) and Brightoil Marine
Bunkering Group Ltd. (“Seller”) (together, the “Parties”) for the entire issued share capital
of BOPS, an indirect wholly-owned subsidiary of the Company.
On the other hand, the Purchaser, together with its holding company, having all the necessary
licenses in the PRC to carry out the relevant business, is keen on developing the inherent
business of BOPS and is positive that once the business is revived, the account receivables or
a substantial part of which could be recovered by BOPS. The Purchase intends to fully utilise
BOPS’s existing business relationships and all the relevant licenses including bunker license
(the existing licences in Singapore market to be renewed) for the development of the trading
and marine bunkering business.
1
The contemplated transaction structure and parameters as described above are subject to
definitive agreements (“Definitive Documents”) to be entered between the Parties and are
outlined below.
Transaction
Guarantor: SZBO
Consideration: Cash consideration of an amount not less than the audited net asset
value of BOPS as at 31 December 2020 (or any other date to be agreed
by the Parties)
Closing Conditions
The signing of Definitive Documents shall be subject to approval of the proposed transaction
by the Parties’ internal governance bodies and shareholders, if applicable, and the closing of
the Transaction shall be subject to customary and standard closing conditions, including but
not limited to:
• SZBO having provided guarantee in the form satisfactorily acceptable to the Seller;
• all approvals, consents and waivers required of BOPS from third parties and relevant
governmental and regulatory authorities, if applicable in respect of the Transaction
have been obtained, unless waived by the Purchaser;
• completion of due diligence with results that are satisfactory to the Purchaser; and
2
The Company is currently working with the Purchaser and targets to enter into binding
agreements for the potential sale in the near future. The Company will make further
announcement once the details and terms of the intended sale are agreed, and until then it
should be noted that the intended sale is still at a preliminary stage.
As at the date of this announcement, the Board comprises (i) one Executive Director, namely
Mr. Tang Bo; (ii) two Non-executive Directors, namely Mr. Dai Zhujiang and Mr. Zhao Liguo;
and (iii) three Independent Non-executive Directors, namely Dr. Lo Wing Yan William, JP; Mr.
Wang Tian and Mr. Chan Wai Leung.