OTHERS LONG TERM CHARTER CONTRACT AND

CONTRACT EXTENSION
ICON OFFSHORE BERHAD

Type Announcement
Subject OTHERS
Description LONG TERM CHARTER CONTRACT AND CONTRACT EXTENSION

INTRODUCTION

Our Board of Directors (Board) is pleased to announce the following:

1. Icon Bahtera (B) Sdn Bhd (IBSB), currently our wholly-owned subsidiary, has recently entered into
an agreement to charter one (1) accommodation work boat to Zell Transportation Sdn Bhd (ZELL)
(the ZELL Contract), with Brunei Shell Petroleum as the end customer; and
2. Icon Offshore Group Sdn Bhd, our wholly owned subsidiary, has recently received a letter of intent
pertaining to the contract extension from an international oil and gas service provider for the
provision of two (2) anchor handling tug and supply vessels (AHTS) (the Extensions).

(collectively, the Contracts)


DETAILS OF THE CONTRACTS

The ZELL Contract is for a firm period of five (5) years with an option to extend the hire by a further two (2)
years. The ZELL Contract commences from 22 July 2014.

The Extensions are for the two (2) AHTS is for a period of one (1) year from 21 July 2015 to 20 July 2016 and
from 21 January 2015 to 20 January 2016 respectively.


FINANCIAL EFFECTS

The Contracts, valued at approximately RM297 million, inclusive of the option period, are expected to
contribute positively to the earnings and net assets of ICON for the financial year ending 31 December 2014
and beyond.

Pursuant to our announcement on the even date, in respect of a term sheet for a joint venture arrangement in
IBSB entered into between Icon Fleet Sdn Bhd, our wholly owned subsidiary, and ZELL, the earnings from the
ZELL Contract will be reflective of the shareholdings of the Company in IBSB for the financial year ending 31
December 2015 and beyond.

Notwithstanding this, the contracts are not expected to have any effect on the share capital and shareholding
structure of ICON.
RISKS ASSOCIATED WITH THE CONTRACTS

Barring any unforeseen circumstances, there are no significant risk factors associated with the Contracts
apart from the operational, credit, foreign exchange and sovereign business risks inherent in the industry.


DIRECTORS' AND SHAREHOLDERS' INTEREST

None of the Directors, major shareholders of ICON and/or persons connected with the Directors or its
subsidiaries has any interest, direct or indirect in the Contracts.


DIRECTORS' STATEMENT

Our Board is of the opinion that the entry into/acceptance of the Contracts is in the best interest of our
Company.


The announcement is dated 15 August 2014.


Announcement Info
Company Name ICON OFFSHORE BERHAD
Stock Name ICON
Date Announced 15 Aug 2014
Category General Announcement
Reference No IO-140815-54909

http://www.bursamalaysia.com/market/listed-companies/company-announcements/1711353

OTHERS JOINT VENTURE BETWEEN ICON FLEET SDN BHD,
A WHOLLY OWNED SUBSIDIARY OF ICON OFFSHORE
BERHAD WITH ZELL TRANSPORTATION SDN BHD
ICON OFFSHORE BERHAD

Type Announcement
Subject OTHERS
Description JOINT VENTURE BETWEEN ICON FLEET SDN BHD, A WHOLLY OWNED
SUBSIDIARY OF ICON OFFSHORE BERHAD WITH ZELL TRANSPORTATION
SDN BHD

INTRODUCTION

Our Board of Directors (Board) is pleased to announce that Icon Fleet Sdn Bhd (IFSB), our wholly-owned
subsidiary, had signed a binding and conditional term sheet (Term Sheet) with Zell Transportation Sdn Bhd
(ZELL) to form a joint venture for the provision of offshore support vessels (OSV) to service contracts and
operations in Negara Brunei Darussalam (Brunei) (Proposed JVA).

(ICON and ZELL shall collectively be known as the Parties)

The Term Sheet is legally binding and conditional, and forms the basis for the eventual execution of a joint
venture agreement (JV Agreement) which will govern the relationship of the Parties.

The Proposed JVA will be consummated through Icon Bahtera (B) Sdn Bhd (IBSB). IBSB is currently our
wholly owned subsidiary with limited liability incorporated in Brunei. Please refer to the para Shareholding of
IBSB below for further details on shareholdings of IBSB following the completion of the Proposed JVA.

IFSB is our wholly owned subsidiary with limited liability incorporated in Malaysia and is an investment holding
company, of which its subsidiaries are involved in the leasing of vessels.

ZELL is a company with limited liability incorporated in Brunei and is involved in the business of vessel
chartering. ZELL is a 100% Bumiputera company of Brunei and is registered with Brunei Shell Petroleum
(BSP).


BACKGROUND

As per our announcement on 8 August 2014, we had through our wholly owned subsidiary, Icon Kayra (L) Inc.
(IKLI), completed the acquisition of one accommodation work boat known as SK Line 600 (Vessel) from
Nam Cheong International Ltd. Pursuant to the Proposed JVA, the Vessel will be transferred to IBSB. A
memorandum of agreement (MOA) between IKLI and IBSB will later be executed to administer the transfer
of the Vessel; and

The Proposed JVA will also require IBSB to procure financing from a licensed financial institution to complete
the acquisition of the Vessel from IKLI (Vessel Financing). As per our announcement on 8 August 2014,
the proceeds from the acquisition will be channelled to the expansion of our fleet based on the identified four
(4) vessels described in the Prospectus.

As per our announcement on the even date, IBSB had also entered into an agreement to charter the Vessel
to ZELL, with BSP as the end customer (Charter Contract). IBSB will temporarily charter the Vessel from
IKLI to service the Charter Contract until the completion of the Proposed JVA. The contract is for a firm period
of five (5) years with an option to extend the hire by a further two (2) years.

SALIENT TERMS AND CONDITIONS OF THE PROPOSED JVA
Conditions Precedent
The completion of the Proposed JVA shall take place on 1 January 2015 or such other date as the Parties
may mutually agree and is conditional upon the fulfilment of, inter alia, the following conditions precedent:
1. The execution of the JV Agreement, MOA and completion of the Vessel Financing; and
2. The completion of the Share Subscriptions (as defined below).
Business and Obligation
The business of IBSB shall be to invest, acquire, own and lease offshore support vessels.
ICONs Obligations
1. Assist in the operation of the offshore support vessels.
2. Manage, maintain and service the offshore support vessels during the charter period.
3. Where required, the transfer of knowledge and training of local (Brunei) shore based staff.
ZELLs Obligations
1. Obtain and maintain the requisite license with BSP or other relevant charterers in Brunei.
2. Assist in securing charter contracts with BSP or other relevant charterers in Brunei.
3. Procure the financing for the acquisition of offshore support vessels on behalf of IBSB.
Shareholding of IBSB
The Parties shall unconditionally subscribe for such number of ordinary shares of BND1.00 each in IBSB
(IBSB Shares) and redeemable convertible preference shares (RCPS) as may be required (Share
Subscriptions); whereby IFSB and ZELL will have a 49% and 51% stake in IBSB respectively. IFSBs
investment in IBSB will be financed by internally generated funds.
FINANCIAL EFFECTS

The Proposed JVA together with the maiden Charter Contract and other future contracts in Brunei are
expected to contribute positively to the earnings and net assets of ICON for the financial year ending 31
December 2014 and beyond. Other than disclosed above, the Proposed JVA is not expected to have any
material effects on our share capital and shareholding structure.


RATIONALE OF THE PROPOSED JVA

The Proposed JVA is in line with our business strategy and enables us to expand our group of companies
regional operations into a new market, thereby strengthening our position as one of the largest pure-play OSV
providers in Southeast Asia in terms of number of vessels.


RISKS ASSOCIATED WITH THE PROPOSED JVA

Barring any unforeseen circumstances, there are no new significant risk factors associated with the Proposed
JVA other than those already disclosed in our prospectus dated 30 May 2014 in relation to our initial public
offering.

Our Board has and will continue to exercise due care in considering the risks and benefits associated with the
Proposed JVA and will take appropriate measures to plan and integrate this joint venture with its current
business operations.

We are of the view that the likelihood and impact of these risks are considered to be manageable within an
acceptable level.


DIRECTORS RECOMMENDATION
Our Board, after having considered the terms of the Proposed JVA, are of the opinion that the Proposed JVA
is fair and in the best interest of the Company.


APPROVALS REQUIRED

None required.


INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

None of the Directors, major shareholders and/or persons connected to them has any interest, direct or
indirect in the Proposed JVA.


DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Term Sheet is available for inspection at the office located at ICON at Level 12A, East Wing,
The Icon, No. 1 Jalan 1/68F, Off Jalan Tun Razak, 55000 Kuala Lumpur, Malaysia for a period of three (3)
months from this the date of this announcement during normal office hours from Monday to Friday (except for
public holidays).

The announcement is dated 15 August 2014.


Announcement Info
Company Name ICON OFFSHORE BERHAD
Stock Name ICON
Date Announced 15 Aug 2014
Category General Announcement
Reference No IO-140815-55458
http://www.bursamalaysia.com/market/listed-companies/company-announcements/1711505


Icon 3 9.3




2014-08-16 12:19
15 Icon ICON52552
9700
Icon Icon Offshore Group
AHTS
2 9700

Icon
9 2700
Icon Icon Fleet Zell Transportation

Icon Fleet Icon Bahtera 49%Zell Transportation
Zell Transportation

7 22 5


http://www.nanyang.com/node/642403?tid=462