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Penta-Ocean Construction Co., Ltd.
Takuzo Shimizu, President, CEO and Representative Director

Acquisition of Shares of Koh Brothers Eco Engineering Ltd. in Singapore (Conversion into an Equity Method Affiliate)

Tokyo, Japan – Mar. 15, 2021 - Penta-Ocean Construction Co., Ltd. (hereinafter referred to as “the Company”) hereby announces that the Company has concluded an agreement with Koh Brothers Eco Engineering Ltd. Chairman, Koh Keng Siang, hereinafter referred to as "KBE"), to subscribe to a third-party allocation of KBE’s new shares and then to make KBE an equity method affiliate. KBE is listed on the Catalist of the Singapore Exchange and is the parent company of Koh Brothers Building and Civil Engineering Contractor (Pte.) Limited (hereinafter referred to as "KBCE"), one of the leading local construction companies in Singapore.

1.Purpose of the acquisition of the shares

KBE, established in 1975, is a company providing engineering, procurement and construction services for civil engineering and building construction projects, water and wastewater treatment projects, bio-refinery of palm oil and bio-energy projects. KBCE, a wholly owned subsidiary of KBE, is one of Singapore’s leading contractors with the highest graded qualifications for General Building and Civil Engineering works and for M&E works. KBCE has competitive edge in land civil engineering works and is involved in the Marina Barrage, a desalination project in Marina Bay, Changi Water Treatment Plants, and Downtown Line 1 Bugis MRT Station. Currently, the Company and KBCE, as a JV, are working to construct two undersea tunnels in the contract T-08 of the Deep Tunnel Sewerage System (DTSS) Phase 2, which was awarded in 2017.

Penta-Ocean has had more than 55 years of experience in Singapore since 1964, involved in a large number of large-scale projects, from marine civil engineering works such as reclamation and container terminal construction to land civil engineering works for MRT and expressway, as well as building construction works for landmark commercial facilities and large-scale hospitals. Going forward, in the civil engineering field, we are expecting to witness numerous large-scale projects such as the southern waterfront development projects and the climate change defence projects against sea level rise. We are confident that this capital alliance will further strengthen our business base in the civil engineering field in Singapore, and will bring about significant synergy effect.

2.Outline of the acquisition of the shares

The Company will subscribe to all 810,000,000 shares of common stock to be issued by KBE through a third party allotment, and will hold approximately 28.8% of KBE's outstanding shares, and KBE will become an equity method affiliate of the Company. The Company plans to send one director to KBE after the acquisition.

1) Number of shares acquired and status of shares held after acquisition

Number of shares held before the acquisition 0 shares
Number of shares to be acquired 810,000,000 shares
(Acquisition price: SGD 38,070,000)
Number of shares held after the acquisition 810,000,000 shares
(Proportion of share owned: 28.84%*)
*In the case that all of outstanding warrants are exercised: 25.06%

2) Schedule

Share subscription agreement signing date March 15, 2021
Share acquisition date May 28, 2021 (scheduled)

3.Outline of KBE

Company name Koh Brothers Eco Engineering Ltd.
(Listed on the Catalist of the Singapore Exchange)
Address 11 Lorong Pendek, Koh Brothers Building, Singapore 348639
Name and title of the representative Chairman: Koh Keng Siang
Business description Engineering and construction, bio-refinery and bio-energy business, etc.
Capital SGD 96,564,000
Year of establishment 1975
Number of shares issued 1,998,897,000 shares
Main shareholder and ownership ratio Koh Brothers Group Ltd., 77.3%
(Listed on the Mainboard of the Singapore Exchange)

(KBE's consolidated financial highlights for the past three years)

Fiscal Year Units FY2018 FY2019 FY2020
Total assets SGD Mil 250.1 314.8 277.7
Net assets SGD Mil 93.5 107.0 106.0
Net asset value per share SGD cents 5.78 5.92 5.19
Revenue SGD Mil 328.8 290.6 182.3
Profit attributable to Equity holders of the Company SGD Mil 5.61 5.65 -11.78
Earnings per share SGD cents 0.47 0.33 -0.60
Dividend per share SGD cents 0.10 0.02 (Not yet announced)

4.Impact on the Company’s business performance

The acquisition of the shares is expected to contribute to the consolidated business performance of the Company as an equity method affiliate from the fiscal year ending March 31, 2022 onward, but the impact will be minimal.