Potential Transaction by a Subsidiary of Qatar Navigation QSC

 

June 19, 2016

 

Milaha Capital WLL ("Milaha Capital") is a wholly owned subsidiary (directly) of Qatar Navigation QSC ("Milaha") and is validly existing under the laws of Qatar with registered address P.O. Box 153, Doha, State of Qatar.

Milaha Capital is the investments arm of Milaha, and consists of both financial and real estate investments. The segment was created to allow specific focus on investment activities outside Milaha’s core maritime-based businesses.

 

Details of the Transaction

The primary objective ofthe proposed transaction ("Transaction") is the acquisition by Milaha Capital of the entire issued share capital of Al Shaheen Energy Services Limited, a company existing under the laws of England and Wales with company number 03424318 and registered address Connect House 133-137 Alexandra Road,Wimbledon, London, SW19 7JY, England ("Target") from Al Shaheen Holding, a company existing under the laws of Qatar with commercial registration number 33443 ("Seller"). The Seller is a holding company wholly owned by Qatar Petroleum. The Target is a holding company which owns 50% of the issued share capital in each of PII Group Limited (directly) and PII North America LLC (indirectly) (together, the"PII Group"). The remaining shares in the PII Group are held by various General Electric Company ("GE") subsidiaries. The PII Group is an industry leader in pipeline inspection and integrity services and operates globally. The joint venture between GE and Qatar Petroleum has been in existence since 2010.

 

A final agreement for the Transaction has yet to be agreed between the parties but the purchase price is expected to be approximately US$110m - US$ 180m, subject to certain assumptions and completion of confirmatory due diligence, and will be funded by Milaha from existing cash reserves. The Transaction is expected to complete in Q4 2016. It is expected that the Transaction will have a positive impact on the financial position of Milaha and its shareholders. Milaha has not identified any material risks with regards to completion of the Transaction after undertaking preliminary legal, financial and technical due diligence exercises on the Target and the PII Group. Further confirmatory due diligence will be undertaken only once the Seller accepts Milaha''''s offer.

Milaha intends to submit an offer to the Seller on or before 17 June 2016. Further key information in relation to the Target and the PII Group (e.g., details relating to the management and management members) will be provided once the Seller accepts Milaha''s offer. If the Transaction completes, Milaha will legally and beneficially own 100% of the Target and 50% of the PII Group. GE will continue to own the remaining 50% of the PII Group through its wholly-owned subsidiaries.

Milaha has set up its business units to function independently in their dedicated lines of business. Accordingly, as far as Milaha is aware, there are no business relationships that could give rise to any conflicts of interest relevant to the Transaction.