On behalf of the Board of Directors, I would like to present
UFS annual report and financial statements for the year
ended 31 December 2011 "FY2011").
From an operation perspective, Group revenue increased
by 35.1% from US$132.9 million in FY2010 to US$179.5
million in FY2011. The increase was a result of higher
activity in the Group's Construction Division.
Gross profit increased by 62.8% to US$13.2 million in
FY2011 contributed by the Group's Construction and
Development Division, mainly due to the substantial
completion of Green Meadows project and cost savings
from Trillium project.
As part of the Group's effort to protect its forest
concession, the Group received an income of US$8.0
million from third party for encroachment.
During the year, the Group recorded an impairment
of US$24.5 million of its advances to PT Kiani Kertas.
Under the scheme of arrangement ratified by the Jakarta
Commercial Court in July 2011, the Group could only
recover approximately US$22.7 million out of US$28.3
million over 20 years from 2013, and this amount was
discounted using discounted cash flow to today's value
as required by the accounting standards.
The Group also incurred a marked-to-market loss of
US$6.9 million for the Group's forest concession.
FY2011 has been a challenging and an eventful year for the Company. When the share subscription agreement
with Falcon Capital Global Holding Ltd lapsed in
November 2010, the Company with the help of Argyle
Street Management Limited, started searching for a
white knight to help save the financially distressed UFS.
On 12 January 2011, the Company and Asia Star Fund
Ltd ("ASF") entered into a subscription agreement for
the proposed subscription of 3,593,395,298 ordinary
shares of S$0.05 each in the share capital of the
Company (the "ASF Subscription") and a loan agreement
for US$35,000,000 (the "Loan Agreement") to assist
the Company to meet the debt demands from certain
creditors and provide working capital for the Group. As
part of the conditions precedent in the Loan Agreement,
ASF nominated Messrs Eddy, Mochtar Suhadi and Henry
Susanto to represent ASF on the UFS Board. Messrs
Eddy and Mochtar resigned on 14 August 2011 due to
their additional work responsibilities. At the request of
UFS Board, Mr Henry Susanto has been assisting the
Company in the operations of PT Hutan Rindang Banua
and PT Mangium Anugerah Lestari. The Board would
like to take this opportunity to thank Mr Henry Susanto
for doing a great job.
In May 2011 and June 2011, Argyle Street Management
Limited ("ASM"), a substantial shareholder with indirect
interest of 13.28% in the capital of UFS, requested
board seats and Chairmanship in the Company, with
the objective of assisting the Management to complete
the ASF Subscription expeditiously. As at the date of
this report, ASM nominees hold three board seats in the
Company, including the Chairmanship.
On 26 January 2012, the Company entered into a
legally binding agreement, Head of Agreements
("HoA") with PT Dian Swastatika Sentosa Tbk ("DSS")
in respect of the proposed acquisition by the Company
for 3,941,166,500 shares representing 66.9998% of the
total issued share capital of PT. Golden Energy Mines
Tbk ("GEMS") from DSS. The purchase considerations
of S$1,549,643,667 will be by way of issuance and
allotment of 44,275,533,621 new ordinary shares
of the Company at an issue price of S$0.035 per
share ("Proposed Acquisition") which will represent
approximately 92.7663% of the enlarged share capital
of UFS. On 6 March 2012, GMR Coal Resources Pte
Ltd ("GMR") which currently holds 30.0% of GEMS,
gave a written indication of non-binding interest to
the Company to enter into negotiations in respect
of the Proposed Acquisition. The Company expects
to enter into the tripartite definitive agreement with
DSS and GMR by 30 June 2012. The completion of
the Proposed Acquisition has been agreed to be on
or before 31 December 2012 or otherwise agreed
("Acquisition Long-Stop Date"). In accordance to the
HoA, the Company has extended the ASF Subscription
long-stop date from 30 March 2012 to the earlier of
the Acquisition Long-Stop Date or the termination of
the Proposed Acquisition. The ASF Subscription will
be terminated upon the completion of the Proposed
Acquisition. The Company has also restructured the
ASF Loan to allow ASF the option to be repaid by way
of shares at S$0.05 per share in the capital of UFS or
cash, or if in the event of default, repaid by shares only.
The ASF Loan will also be extended to be in line with the
Acquisition Long-Stop Date.
GEMS is the holding company of several coal mining
companies in Indonesia and was listed on the Indonesian
Stock Exchange in November 2011. GEMS and its
subsidiaries own thermal coal resources of more
than 1.93 billion tons and thermal coal reserves of
approximately 849 million tons. The Board strongly
believes that the addition of GEMS group would result
UFS becoming one of the largest market cap companies
listed on SGX-ST which will increase UFS shareholder
value as well as refocus UFS activities on coal mining.
I would like to end by thanking all stakeholders - my
colleagues, the Management, and Staff, our Clients, our
Business Partners, our Bankers and our Shareholders
for their valuable support. We look forward to your
continuous support to meeting the challenges.
Chan Kin
Non-Executive Chairman
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