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2016-04-14

EMAS Offshore Limited: EMAS OFFSHORE LIMITED: NON BINDING LETTER OF INTENT FOR POTENTIAL SALE OF SHARES IN PV KEEZ PTE. LTD.

1. The transaction, the background and the parties

EMAS Offshore Production Service (Vietnam) Pte. Ltd ("EOPS"), a fully
owned subsidiary of EMAS Offshore Limited ("EMAS"), had on 14 April
2016 accepted a non-binding letter of intent (the "LOI") to sell its
41.7 % equity share in PV Keez Pte Ltd ("PV Keez") to an
international energy infrastructure fund (the "Fund"). PV Keez offers
floating production, storage and offloading and related services and
is based in Singapore. The Fund is a global infrastructure investment
firm exclusively focused on energy. PV Keez owns the FPSO Lewek EMAS,
which is chartered to Premier Oil Vietnam Offshore BV ("POVO") as
operator of the Chim Sao field offshore southern Vietnam.

The aforementioned transaction is part of a larger contemplated
transaction whereby Ezra Holdings Limited ("Ezra") may also sell its
ownership in PV Keez of at least 36.7 % to the Fund (together the
`Transaction'). Ezra is the holding company of EMAS, controlling
76.19 % of the issued shares in EMAS.

Subject to the entry into formal and binding agreements, it is
contemplated that closing of the Transaction will be subject to
several conditions, including but not limited to (i) the satisfactory
completion of due diligence by the Fund; (ii) an agreement on the
provision of an indemnity by Ezra and EOPS to the Fund and (iii)
other customary conditions and approvals for a transaction of this
nature.

2. Transaction Consideration

It is contemplated that the consideration for the Transaction will be
agreed upon on a willing buyer-willing seller basis, and is to be
based on the balance sheet of PV Keez and with reference to the book
value of PV Keez as at 31 December 2015 (the "Effective Date") and
assumes a Locked-Box mechanism between the Effective Date and the
closing of the Transaction which is expected to take place no later
than 30 June 2016 ("Closing").

The Fund will conduct financial due diligence on the Effective Date
balance sheet and lock-box period and retains the right to make
adjustments to the purchase price based on potential due diligence
findings.

It is contemplated that at Closing, each of EOPS and Ezra will
transfer their respective shareholdings in PV Keev to the Fund for an
aggregate consideration that is expected to be satisfied by a
combination of cash and a seller's credit.

3. Additional information about PV Keez

PV Keez is a single purpose company which owns the Lewek EMAS FPSO
(the "Vessel"). The Vessel is EMAS Production's largest FPSO vessel.
The Vessel is currently on a charter contract operating on Vietnam's
Chim Sao oil project with Premier Oil Vietnam Offshore B.V.

The board directors of PV Keez are:

· Lai Kai Jin - Chairman
· Chia Hock Chye, Michael - Board Member
· Pham Viet Anh - Board Member

· The top senior management are Joseph Azran Alemberg, Chief
Projects Officer.

The key financial numbers are (all numbers in MUSD):

+----+-------+------+------+-----+
|Year|Revenue|Profit|Assets|Debt |
+----+-------+------+------+-----+
|2013|75.4 |5.4 |421.0 |240.2|
+----+-------+------+------+-----+
|2014|97.7 |17.6 |396.7 |200.5|
+----+-------+------+------+-----+
|2015|84.6 |12.7 |384.0 |177.3|
+----+-------+------+------+-----+

4. The transaction's significance for EMAS

The Transaction is consistent with EMAS' strategy of moving away from
the ownership of FPSO assets and instead to leverage on the
experience in FPSO conversion to provide value-added services to
third parties. The Transaction will also enable EMAS to strengthen
its financial position and refocus the company's business in the
offshore support sector during the current challenging times in the
oil and gas sector.

5. Agreements with senior management or board of directors

There are no agreements entered into, or that are planned to be
entered into, in connection with the Transaction for the benefit of
senior employees or members of the board of directors of EMAS and
Ezra or for the senior employees or board of directors of PV Keez.

* * * * *

EMAS is dual listed on the Oslo Stock Exchange and the Singapore Stock
Exchange, with the former as its primary listing place.

Further announcements will be made as and when there are further
developments in this respect or as required by relevant laws,
regulations and guidelines.

For additional information, please contact:

Hsu Chong Pin

Chief Financial Officer

+65 6800 1202

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http://news.cision.com/emas-offshore-limited/r/emas-offshore-limited--no...
http://mb.cision.com/Public/738/9955790/930d4b4a69b0979b.pdf

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