Swiber Holdings Limited (the “Company”) was informed on 27 January 2010 by a substantial shareholder, Goh Kim Teck, that he has entered into a credit facility with Credit Suisse AG,. Goh Kim Teck had entered into the following transactions with Credit Suisse AG:
(1) a sale of 15,000,000 ordinary shares of the Company to Credit Suisse AG;
(2) an uncapped collar transaction, involving the following:
(a) a put option granted by Credit Suisse AG to Goh Kim Teck relating to 15,000,000 ordinary shares of the Company with a strike price of S$1.0009;
(b) a call option granted by Goh Kim Teck to Credit Suisse AG relating to the same number of shares with a strike price of S$1.1121; and
(c) a further call option granted by Credit Suisse AG to Goh Kim Teck relating to the same number of shares with a strike price of S$1.3345; and
(3) another call option granted by Credit Suisse AG to Goh Kim Teck over the same number of shares with a strike price of S$0.00.
The purpose of transactions (1) to (3) was to provide Credit Suisse AG with collateral for the credit facility using the shares. As a result of transaction (1) Goh Kim Teck direct interest in the shares of the Company was reduced by 15,000,000 shares. As a result of transaction (3) Goh Kim Teck deemed interest in the shares of the Company was increased by the same amount. Goh Kim Teck total percentage level in the shares of the Company remains unchanged. As a result of transaction (2)(c), Goh Kim Teck retains the benefit of all the upside in the share price above the strike price.
