PROPOSED PIANCA OPTIONS AMENDMENTS. On 30 January 2004, SCOMI and Xx Xxxxxx entered into a put and call options agreement for the acquisition of Xx Xxxxxx’x 1,214,178 ordinary shares of USD1.00 each (“KMCOB Ordinary Share”) and 96,861 class A preference shares of USD1.00 each (“KMCOB A Preference Share”) in KMCOB in three (3) tranches over a period from 2004 to 2009. On 27 July 2005, SCOMI and Xx Xxxxxx entered into a put and call amendment agreement to vary certain terms in the aforesaid agreement (Both agreements are referred herein as “Pianca PCA”). Further information on the Pianca PCA is set out in the announcements made on 4 February 2004 and 28 July 2005. To date, there are two (2) remaining tranches comprising 46,139 KMCOB A Preference Shares (“Pianca Tranche Two Option Shares”) and 46,138 KMCOB A Preference Shares (“Pianca Tranche Three Option Shares”) currently held by Xx Xxxxxx, the acquisition of which are to be completed by SCOMI in April 2007 and April 2009 respectively. As an intergral part and a condition of the Proposed Divestment, SCOMI proposes to transfer its existing obligations under the Pianca PCA from KMCOB to SOL via the following steps: proposed extension of the exercise period for the put and call options on Pianca Tranche Two Option Shares from a thirty (30)-day period commencing on 1 April 2007 to a thirty (30)-day period commencing on the date of the approval of SCOMI’s shareholders for the Proposed Divestment (“Proposed Extension”); proposed exercise of XXXXX’s call option to acquire the Pianca Tranche Two Option Shares and accelerate the exercise of SCOMI’s call option to acquire the Pianca Tranche Three Option Shares within thirty (30) days of obtaining the shareholders’ approval for the Proposed Divestment (“Proposed Options Exercise”); and proposed sale of 92,277 Class A preference shares of USD1.00 each in SOL (“SOL A Preference Shares”) by SCOMI to Xx Xxxxxx for USD27,552,375 and the subsequent acquisition of 92,277 SOL A Preference Shares by SCOMI from Xx Xxxxxx via a new put and call option agreement (“Proposed New Pianca Options”). Further information on the above steps is set out below.
