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Shenzhen Brightoil Group subsidiary in talks for share capital of Brightoil S’pore

07 Dec 2020

Brightoil Petroleum (Holdings) Limited (Brightoil) on Monday (30 November) published a notice regarding the intended disposal of its interest in its subsidiary Brightoil Petroleum (S’pore) Pte Ltd (BOPS) via a sale in order to enhance its asset structure.

Brightoil said it is engaging in preliminary commercial negotiations with a potential investor Landoil (S’pore) Pte Ltd (Landoil), in turn a wholly owned subsidiary of Shenzhen Brightoil Group Co., Ltd. (SZBO), for the intended sale of the entire interest and business structure in BOPS and has on 19 November, 2020 entered into a non-binding Memorandum of Understanding (MOU) with Landoil.

Brightoil noted BOPS is currently under moratorium protection under the inherent jurisdiction of the Singapore Court, and has initiated a process to restructure its liabilities involving possibly a scheme of arrangement to be sanctioned by the Singapore Court.

Despite having recorded positive net asset, BOPS does not have the necessary resources to revive its business nor to actively or effectively recover its account receivables, it added.

In addition, the group is restricted by the Zhoushan disposal to continue to engage in the trading and marine bunkering businesses originally carried out by BOPS which will be regarded as competitive business by the purchaser of the Zhoushan Project.

On the other hand, Landoil, together with its holding company SZBO, 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.

Landoil intends to fully utilise BOPS’s existing business relationships and all the relevant licenses including bunker license (the existing licenses in Singapore market to be renewed) for the development of the trading and marine bunkering business.

The contemplated transaction structure and parameters as described above are subject to definitive agreements to be entered between both parties are as follows:

Purchaser Landoil (S’pore) Pte. Ltd. (a wholly owned subsidiary of Shenzhen Brightoil Group Co., Ltd. (“SZBO”))
Guarantor SZBO
Seller Brightoil Marine Bunkering Group Ltd
Subject 100% issued share capital of BOPS
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)
Payment By instalments (of amounts to be agreed and to be fully paid by no later than 2 years after closing)

Brightoil noted the signing of definitive sale shall be subject to approval of the proposed transaction by both 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:

  • BOPS being no longer under moratorium protection;
  • SZBO having provided guarantee in the form satisfactorily acceptable to Landoil;
  • satisfactory representations, warranties, undertakings, covenants and indemnities given by Landoil in the definitive documents;
  • all approvals, consents and waivers required of BOPS from third parties and relevant governmental and regulatory authorities, if applicable in respect of the sale have been obtained, unless waived by Landoil;
  • completion of due diligence with results that are satisfactory to Landoil; and
  • other closing conditions to be specified in the definitive documents.

Earlier developments of Brightoil (since late 2017 to date) can be found in the search results here

Related: Brightoil Petroleum Holdings responses to cancellation of company shares on HKSE
Related: Brightoil publishes supplementary forensic report on Brightoil Petroleum (S’pore) Pte Ltd
Related: Brightoil Petroleum (S’pore) Pte. Ltd. leaves MPA accredited bunker supplier list
Related: Singapore bunker supplier Brightoil Petroleum (S’pore) Pte. Ltd. to be disposed by parent company

Photo credit: Brightoil Petroleum (Holdings) Limited
Published: 7 December, 2020

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