Detailed Analysis of the Transaction

Transaction Structure & Financial Details

Uni-Asia, through its wholly-owned subsidiaries, formed the Trident Star JVCo with four independent co-investors. The JVCo will acquire the Trident Star vessel from Polaris Bulkship S.A., which is majority owned by Yamasa, Uni-Asia’s controlling shareholder. The total consideration is US\$18.40 million, funded by a combination of equity and a sale and leaseback financing arrangement. Uni-Asia will contribute US\$5.31 million for its 65.1% share, with co-investors supplying the remainder proportionally.

The sale and leaseback financing will be provided by an unrelated financier (Trident Star Co-Investor 3 and its subsidiary Pacific Iris Panama S.A.), with a maximum lease period of seven years. If required, Uni-Asia will provide a payment guarantee for the debt portion, with counter-indemnities from the co-investors reflecting their shareholdings.

Asset Details & Strategic Rationale

The Trident Star is a modern 57,836 DWT bulk carrier, flagged in Hong Kong and built in October 2015. It features eco-friendly specifications, including an electronically controlled engine and low-friction hull coating, supporting Uni-Asia’s sustainability strategy.

The vessel has a history of profitable operations (FY2021: US\$4.16 million; FY2022: US\$3.83 million; FY2024: US\$0.81 million), except for losses in FY2020 and FY2023 due to global market downturns and COVID-related costs. The vessel is currently chartered out to third parties and is expected to continue generating recurring income for the Group.

Independent valuation places the vessel’s market value at US\$18.25–US\$20.25 million. The agreed purchase price of US\$18.40 million is at the lower end of this range, suggesting Uni-Asia is acquiring the asset at a competitive price, especially in light of recent positive trends in dry bulk shipping markets.

Shareholder Impact & Price Sensitivity

• This acquisition is a related party transaction requiring shareholder approval under Chapter 9 of the SGX Listing Manual, as the value exceeds 5% of the Group’s net tangible assets (NTA). The effective transaction value to Uni-Asia is US\$16.35 million, or 14% of NTA.
• The acquisition moves Uni-Asia from minority (18%) to majority (65.1%) control over the asset, allowing for full consolidation of results, more flexibility in vessel management, and direct participation in future resale or chartering decisions.
• Joint venture structure enables Uni-Asia to optimize capital deployment, maintain liquidity, and generate stable management fee income from the JVCo.
• The acquisition is expected to improve cash flow efficiency and leverage, positioning the Group for additional investments and enhanced returns.
• The vessel will be delivered with all equipment, spares, and consumables included, reducing pre-acquisition inspection costs and transition risks.
• Given current market dynamics—limited supply of dry bulk vessels, strong demand, and recent upward pricing trends—the timing and pricing of the acquisition could be highly advantageous and potentially accretive to shareholder value.

Financial Effects & Forward Outlook

The pro forma financial impact suggests the transaction will not materially affect the Group’s NAV or NTA per share, but will slightly reduce the loss per share for FY2024 (from US\$0.36 to US\$0.29 million attributable to Uni-Asia’s share in the vessel). The acquisition is part of Uni-Asia’s ordinary course of business and does not change the Group’s risk profile. The vessel is expected to revert to profitability as global shipping rates recover.

The Audit Committee and Independent Financial Adviser have both opined that the transaction is on normal commercial terms and not prejudicial to the interests of the Company or minority shareholders.

Key Considerations for Shareholders

• The transaction requires shareholder approval due to its size and related party nature.
• Acquisition price is competitive and market-aligned, with potential upside from market recovery.
• Uni-Asia gains majority control over a profitable, high-spec vessel, supporting future growth and strategic flexibility.
• The structure preserves liquidity and enables further investment opportunities.
• No new director appointments or service contracts are proposed in connection with the acquisition.
• Documents related to the transaction are available for inspection at the Company’s registered office.

Conclusion

The proposed acquisition of M/V Trident Star represents a significant strategic move for Uni-Asia Group Limited, enhancing its shipping portfolio, consolidating control over a proven asset, and positioning the Group to benefit from improving market conditions. The transaction combines prudent financial structuring with operational synergies, and may be viewed as a potentially price-sensitive development for investors, subject to shareholder approval.

Disclaimer

This article is intended for informational purposes only and does not constitute investment advice. Investors are advised to review the full announcement, consult their financial advisers, and consider all relevant factors before making investment decisions regarding Uni-Asia Group Limited. The information herein is based on public disclosures as of the date of the announcement and may be subject to change.

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