Berlitz Offshore Limited, Berlitz Marine Pte. Ltd., Berlitz Continental Pte. Ltd., Berlitz Services Pte. Ltd., Bes Sincere Pte. Ltd., Bes Savvy Pte. Ltd., Bes Solar Pte. Ltd., Bes Sparkle Pte. Ltd., Bes Regent Pte. Ltd., Bes Power Pte. Ltd., and Blue Ocean Services K Co Ltd (Target Companies) entered into a term sheet to acquire SBI Offshore Limited (Catalist:5PL) in a reverse merger transaction on February 19, 2019. SBI Offshore Limited and Chan Kern Ming agreed that the list of Target Companies is subject to change, and shall be agreed upon in the share sale agreement. Berlitz Offshore Limited, Berlitz Marine Pte. Ltd., Berlitz Continental Pte. Ltd., Berlitz Services Pte. Ltd., Bes Sincere Pte. Ltd., Bes Savvy Pte. Ltd., Bes Solar Pte. Ltd., Bes Sparkle Pte. Ltd., Bes Regent Pte. Ltd., Bes Power Pte. Ltd., Blue Ocean Services K Co Ltd and Bes Trust Pte. Ltd. (Target Companies) entered into a share sale and purchase agreement to acquire SBI Offshore Limited in a reverse merger transaction on May 30, 2019. Under the terms of the transaction, SBI Offshore Limited will acquire Target Companies from Chan Kern Ming for $36 million. The consideration is to be satisfied through issuance of 487.8 million new SBI Offshore Limited's shares, on completion of the transaction. The consideration is subject to adjustment based on the adjustment to the issue price of consideration shares. Chan Kern Ming is entitled to an earn-out payment of additional new SBI Offshore Limited's shares, subject to the level of actual consolidated profit after tax of SBI Offshore Limited and its subsidiaries after the proposed acquisition for the financial years ending December 31, 2020 and 2021, up to a maximum cumulative earn-out payment of $14 million. A maximum of 677.5 million shares of SBI Offshore Limited are expected to be issued as consideration. SBI Offshore Limited will also undertake a share consolidation exercise to satisfy the requirements of Rule 429 of the Catalist Rules on or before completion of the transaction. As of May 30, 2019, SBI Offshore Limited has not entered into any service agreement with any person proposed to be appointed as a Director or executive officer in connection with the acquisition. It is intended that SBI Offshore Limited will, on or prior to completion, enter into service agreements on terms acceptable to SBI Offshore Limited and Chan Kern Ming. The transaction is subject to execution of share sale agreement, approval of shareholders and Directors of SBI Offshore Limited for the acquisition, consolidation, disposal of business and assets, issuance of consideration shares, approval from the Singapore Exchange Securities Trading Limited (SGX-ST ), actual valuation of the target companies not being less than $28.8 million, net cash amount being not less than SGD 16 million ($11.9 million), the completion of financial, legal, operational and any other due diligence exercise, the appointment of the independent valuer being satisfactory to the SGX-ST and the financial advisor to be appointed, the entry into of a service agreement between SBI Offshore Limited and each of Chan Kern Ming and Perlin Chan Aik Ju, respectively, on terms mutually agreeable to the respective parties, approval of Board of Directors and shareholders of target companies (if applicable), Chan Kern Ming procuring or obtaining all necessary consents or approvals required or necessary, if any, for the transaction contemplated in the agreement on terms reasonably satisfactory to SBI Offshore Limited by governmental or regulatory bodies or competent authorities or stock exchanges having jurisdiction over such transactions contemplated, and such consent or approvals not being revoked or repealed on or before completion, the completion of the share consolidation before the date of completion of the acquisition, in respect of SBI Offshore Limited all consents and approvals required under any and all applicable laws, regulations or the catalist rules for the acquisition, the share consolidation, the disposal (where so applicable) and the other transactions contemplated herein being obtained from all governmental bodies, and, if applicable, SBI Offshore Limited’s sponsor, the receipt and non-withdrawal of the listing and quotation notice from the SGX-ST for consideration shares, the fulfillment of any such condition that the Securities Industry Council of Singapore (SIC) may impose which are reasonably acceptable to Chan Kern Ming and SBI Offshore Limited, the waiver by the SIC of the obligation imposed upon Chan Kern Ming and his concert parties to make a general offer of all the shares of SBI Offshore Limited under Rule 14 of the Singapore Code of Take-Overs and Mergers and from having to comply with the requirements of Rule 14 of the Code (the whitewash waiver) and the grant of the whitewash waiver remaining in full force and effect on and before completion, SBI Offshore Limited being satisfied in its discretion that there is no material adverse change or any development that is likely to result in a material adverse change on or before completion and all warranties materially being complied with, and being true and correct in all material respects and Chan Kern Ming having materially complied with and materially performed all of the agreement completion. It is intended to include the conditions of Singapore Industry Council granting Chan Kern Ming and parties acting in concert, waiver of their obligation to make a mandatory offer under Rule 14 of the Code for all the shares not owned or controlled by them (Whitewash Waiver) after completion of the transaction and independent shareholders of SBI Offshore Limited approving a whitewash resolution for the waiver of their right to receive such a mandatory general offer in the share sale agreement. As on October 16, SBI Offshore Limited submitted an application to SIC for an extension of time to obtain Shareholders’ approval for the Whitewash Resolution. As on November 6, 2019, SIC declined the application and informed SBI to reapply when it is certain that there will be no changes to the terms of the proposed acquisition and it is in a position to seek the Whitewash resolution within three months of SIC's grant of the Whitewash Waiver. As of June 8, 2020, SBI Offshore submitted an application to SIC to re-apply for waiver of the requirement to make a general offer. As of July 17, 2019, SIC waived the requirement for Chan Kern Ming and his concert parties to make a general offer for SBI Offshore Limited, subject to certain conditions. As per the term sheet, the terms of share sale agreement are expected to be agreed upon by May 31, 2019 (long stop date). In the event the share sale agreement is not entered into by the long stop date, the term sheet shall lapse. As per the agreement, if any of the above conditions precedent is not fulfilled or waived by SBI Offshore Limited (to the extent capable of being waived) by the long stop date, the agreement shall terminate. As per the agreement, the long stop date means the date falling one year from the date of the agreement (or such other date as mutually agreed in writing between the parties), or such date falling three months from the date on which the whitewash resolution is approved, whichever is earlier. Completion of the acquisition shall take place on the date falling five business days after the date on which the last of the conditions precedent set out in the sale and purchase agreement is fulfilled or waived, or such other date as the parties may agree in writing. As of February 18, 2020, the longstop date was extended to August 31, 2020. Berlitz Offshore Limited, Berlitz Marine Pte. Ltd., Berlitz Continental Pte. Ltd., Berlitz Services Pte. Ltd., Bes Sincere Pte. Ltd., Bes Savvy Pte. Ltd., Bes Solar Pte. Ltd., Bes Sparkle Pte. Ltd., Bes Regent Pte. Ltd., Bes Power Pte. Ltd., and Blue Ocean Services K Co Ltd (Target Companies) cancelled the acquisition of SBI Offshore Limited (Catalist:5PL) in a reverse merger transaction on September 1, 2020. The deal got terminated since the deal was not being completed by the long stop date of August 31, 2020 and also there was no agreement being signed for the extension of the deal. The Board of SBI Offshore also updated that the employment contract in respect of the appointment of Mirzan Bin Mahathir as Interim Chief Executive Officer of SBI Offshore expired on August 31, 2020. Mirzan Bin Mahathir has accordingly ceased to be the Interim Chief Executive Officer of SBI Offshore with effect from September 1, 2020.