Except where the context otherwise requires, the following definitions apply throughout this Circular:
“ACAS” : AMC Connector AS, being a wholly-owned subsidiary of AKOFS
as at the Latest Practicable Date
“ACAS Shares” : 50% of the issued share capital of ACAS
“Affiliate” : With respect to any Person, another Person Controlled directly or
indirectly by such first Person, Controlling directly or indirectly such
first Person or directly or indirectly under the same Control as such
first Person, including, if such Person is an individual, any relative
or spouse of such Person, any relative of such spouse of such
Person and any one who has the same home as such Person, and
“Affiliated” shall have a correlating meaning
“Aggregate Consideration” : The aggregate consideration payable for the Proposed Acquisition
“AKOFS” : As defined in Section 1.1 of this Circular
“AKSO” : As defined in Section 1.1 of this Circular
“AMC” : Aker Marine Contractors AS and Hinna Base AS, being wholly
owned subsidiaries of AKSO as at the Latest Practicable Date
“AMC Group” : AMC, Aker Marine Contractors US Inc. and Aker Marine
Contractors Pty. Ltd. but does not include ACAS, AKOFS or
AKOFS Wayfarer AS
“AMC Purchase Price” : The purchase price of the AMC Shares, as subject to adjustments
set out in the Share Purchase Agreement, details as set out in
Section 2.1.2 of this Circular
“AMC Shares” : All of the issued shares in Aker Marine Contractors AS and Hinna
Base AS
“Board” : The board of directors of the Company
“Business Day” : Any day (excluding a Saturday or a Sunday) when banks are open
for general banking business in Norway and Singapore
“CDP” : The Central Depository (Pte) Limited
“Circular” : This circular to Shareholders dated 13 January 2011
“Companies Act” : The Companies Act (Chapter 50) of Singapore, as amended,
modified or supplemented from time to time
“Company” or “Ezra” : Ezra Holdings Limited
“Completion” : The completion of the Proposed Acquisition
“Conditions” : The terms and conditions of the issue of the Convertible Bond, a
summary of which is as set out in Appendix A and Appendix B to
this Circular
“Consideration Shares” : As defined in Section 2.1.3 of this Circular