SINGAPORE (Jan 3): EMS Energy, whose shares have been suspended three years ago, could have finally resolved its business viability issues through the proposed reverse takeover of a Vietnamese ship repairer.

The offshore and marine engineering company has entered into a binding memorandum of understanding (MOU) to acquire a 52.76% stake in Nosco Shipyard Joint Stock Company for a consideration of $16.6 million to be satisfied by the issuance of 11.06 billion new EMS Energy shares to the vendors at 0.15 cent each. EMS Energy shares have last changed hands at 2.2 cents in September 2016 before it was suspended.

Nosco Shipyard is incorporated in Vietnam. It has 52.8 million issued ordinary shares with an issued and paid-up share capital of 528 billion Vietnamese Dong ($31 million). It owns a 100ha industrial land in Quang Ninh Province with a 50-year lease, of which 50ha are currently used in the business of ships repairing, ships and other marine assets construction and recycling. The remaining 50ha of land is currently vacant and is authorised for expansion and other projects to support the industrial development

The Nosco stake is being sold by NVS Holdings, a company controlled by EMS Energy chairman and chief executive Ting Teck Jin and Vietnam investment firm Claymore Investment Co; and by Son Truong Co, a family-owned Vietnamese construction company. The remaining 47.24% stake in Nosco will remain in the hands of parties unrelated to the vendors.

The new shares will represent a 96.1% stake in the enlarged share capital of EMS Energy. This will lower Ting's direct and deemed interest in EMS from the current 79.54% to 52.42% of EMS Energy’s enlarged share capital. Meanwhile, Claymore’s stake will drop to 30.23% while Son Truong’s stake will drop to 16.56% stake. Existing minority shareholders will hold about 0.8% of the enlarged share capital.

The Singapore Exchange had on Oct 19 2017 granted EMS Energy a 12-month extension of time till Sept 25 2018, and on Nov 19 2018 granted a further extension of time till Dec 31 2018 for the company to enter into binding agreements with investors to address issues pertaining to its financial and business viability as well as demonstrate its ability to operate as a going concern.

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