09:36 TITAN PETROCHEM<01192> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. TITAN PETROCHEMICALS GROUP LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 1192) DISCLOSEABLE TRANSACTION ACQUISITION OF A SHIPPING VESSEL On 20 April 2005, Titan Mercury and Amalia entered into the MOA pursuant to which Titan Mercury agreed to purchase and Amalia agreed to sell the Vessel pursuant to the terms set out therein. The Purchase constitutes a discloseable transaction of the Company under Rule 14.06(2) of the Listing Rules. A circular containing, amongst other things, further details of the Purchase will be despatched to shareholders as soon as practicable. The Directors are pleased to announce that on 20 April 2005, Titan Mercury entered into the MOA and further information relating to which are set out in section A below. A. MEMORANDUM OF AGREEMENT The parties referred to below on 20 April 2005 entered into the MOA containing terms as set out below. Parties 1. Titan Mercury, as purchaser; and 2. Amalia, as seller. Amalia is principally engaged in ship-owning and together with its ultimate beneficial owner are Independent Third Parties. The Purchase Pursuant to the MOA, inter alia, Amalia agreed to sell and Titan Mercury agreed to purchase the Vessel. The Vessel is a very large crude oil carrier built in 1989. Consideration The Consideration payable by Titan Mercury pursuant to the MOA is US$59,800,000 in cash (approximately HK$466,440,000), representing a discount of approximately 1.97% to the prevailing market value of the Vessel referred to below. Titan Mercury will pay a deposit of 10% of the Consideration in cash within 3 banking days (days on which commercial banks are open for business in London, Singapore and Hong Kong) from the date of the MOA. The Deposit will be paid into a joint interest bearing account in the names of Titan Mercury and Amalia, to be released in accordance with joint written instructions of Titan Mercury and Amalia. Titan Mercury will pay the remaining 90% of the Consideration upon delivery of the Vessel, but not later than 3 banking days (days on which commercial banks are open for business in London, Singapore, Greece and USA) after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of the MOA and a notice of readiness has been given by Amalia in accordance with the MOA. The Consideration has been agreed after arm's length negotiations by reference to the prevailing market value of the Vessel on its existing state (being approximately US$61,000,000 (approximately HK$475,800,000) as confirmed by Ritchie & Bisset (Far East) Pte Ltd. (a professional marine surveyor and consultant and an Independent Third Party). The Consideration will be fully funded by internal resources of the Group. Delivery The Vessel will be delivered between 1 May 2005 and 30 June 2005 at a safe and accessible berth or anchorage in a safe port within the Japan-Dubai range. The cancellation date for delivery of the Vessel is 30 June 2005 at Titan Mercury's option.