FSL Holdings Pte. Ltd. made an offer to acquire an additional 44.95% stake in First Ship Lease Trust (SGX:D8DU) from Michael Gray, Narayanan Sreenivasan and other sellers for SGD 41.9 million on June 7, 2019. Under the terms of the offer, FSL Holdings will acquire all the units of First Ship Lease Trust other than those already owned by FSL Holdings and its subsidiary, FSL Trust Management Pte. Ltd., at an offer price of SGD 0.0585 per share in cash. In the event any distribution is or has been declared, paid or made by First Ship Lease Trust in respect of the units on or after June 7, 2019 to a unitholder who validly accepts the offer, the offer price payable to such accepting unitholders shall be reduced by an amount which is equal to the amount of such distribution, depending on when the settlement date in respect of the offer units tendered in acceptance of the offer by the accepting unitholder falls. As of July 12, 2019, FSL Holdings Pte. Ltd does not intend to increase the offer price, save that FSL Holdings Pte. Ltd reserves the right to do so in a competitive situation. FSL Holdings also made an offer to the bondholders of First Ship Lease Trust to acquire the convertible bonds in a principal amount of $7.25 million (SGD 9.88 million) at a price of SGD 1413.89 in cash for every $1,000 (SGD 1363.25) principal amount of convertible bonds or SGD 141,389 in cash for every $0.1 million (SGD 0.14 million) principal amount of convertible bonds. CEL Impetus Corporate Finance confirmed that sufficient financial resources are available to FSL Holdings to satisfy full acceptances under the offer. It is the current intention of FSL Holdings Pte. Ltd. that First Ship Lease Trust continues with its existing activities and there are presently no plans to make any material changes to First Ship Lease Trust’s existing business, re-deploy any of its fixed assets or discontinue the employment of its existing employees, other than in the ordinary course of business. FSL Holdings Pte. Ltd. however retains the discretion and flexibility to conduct a review of the operations of First Ship Lease Trust and to consider any options or opportunities which may present themselves and which it regards to be in the interests of First Ship Lease Trust and its unitholders following the close of the offer. As at July 1, 2019, there are no service contracts between any of the Directors or proposed directors with First Ship Lease Trust or FSL Trust Management Pte. Ltd., as trustee-manager of FSL Trust or any of their subsidiaries which have more than 12 months to run and which are not terminable by the employing company within the next 12 months without paying any compensation and there are no such contracts entered into or amended during the period commencing six months prior to June 7, 2019 and ending on July 1, 2019. If FSL Holdings receives valid acceptances pursuant to the offer or acquires offer units during the offer period otherwise than through valid acceptances of the offer, in respect of not less than 90% of the total number of units in issue as at the close of the offer (other than those already held by FSL Holdings, its related corporations or their respective nominees as at the date of dispatch of the offer document), FSL Holdings will be entitled to exercise its right to compulsorily acquire, at the offer price, all offer units held by unitholders who have not accepted the offer. In such event, FSL Holdings' present intention is to exercise its right to compulsorily acquire all the offer units not acquired under the offer. FSL Holdings however reserves the right and discretion, if such event arises, to assess the options available and there is no assurance that the current intention will be carried into effect. FSL Holdings does not have any present intention to actively pursue the delisting of First Ship Lease Trust from the Mainboard of the SGX-ST. In the event that the free float requirement is not satisfied at the close of the offer, FSL Holdings reserves the right and discretion to assess the options available at the time. Accordingly, there is no assurance that FSL Holdings will support any action or take any steps to maintain the listing status of First Ship Lease Trust on the SGX-ST in the event that the free float requirement is not satisfied by First Ship Lease Trust. The offer is conditional upon FSL Holdings having received, by the closing date of the offer, valid acceptances in respect of such number of offer units which, when taken together with the units owned, controlled or agreed to be acquired by FSL Holdings, would result in FSL Holdings holding such number of units carrying more than 50% of the total voting rights attributable to the issued units (excluding treasury units) as at the closing date (the “minimum acceptance condition”). The offer to the bondholders is subject to unit offer becoming or being declared unconditional and the convertible bonds continuing to be transferable and convertible into new units. As of July 3, 2019, minimum acceptance condition has been satisfied and the offer has become unconditional. Stirling Coleman Capital Limited recommended that the unit offer is not fair but is reasonable and recommended the Directors of First Ship Lease Trust to recommend the unitholders to accept the offer to realize their investment in First Ship Lease Trust or sell their units in the open market if they can obtain a price higher than the offer price. Stirling Coleman Capital Limited advised the Directors to recommend that the bondholder accept the convertible bonds offer or convert its convertible bonds into units and accept the offer. Accordingly, the Directors recommended the unitholders and bondholders to accept the offer. The offer will remain open for acceptances by unitholders for a period of at least 28 days after the date of posting of the offer document. As of June 28, 2019, transaction is expected to close on July 26, 2019. If there is an extension of the offer, any announcement of an extension will state the next closing date or if the offer is unconditional as to acceptances, a statement may be made that the offer will remain open until further notice. As of July 3, 2019, the offer will remain open for acceptance until August 14, 2019. CEL Impetus Corporate Finance Pte. Ltd. acted as the financial advisor for FSL Holdings. As of June 17, 2019, Yap Yeong Keen of Stirling Coleman Capital Limited was appointed as the independent financial advisor for the Directors of First Ship Lease Trust. Boardroom Corporate & Advisory Services Pte. Ltd. acted as the registrar for First Ship Lease Trust. Moore Stephens LLP Singapore acted as the auditor to First Ship Lease Trust.