RICKMERS MARITIME

CIRCULAR DATED 17 APRIL 2008 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. The Singapore Exchange Securities Trading Limited (the “SGX-ST”) takes no responsibility for the correctness of any statements made or opinions expressed, or reports contained, in this Circular. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Approval in-principle has been obtained from the SGX-ST for the listing and quotation of the new common units in Rickmers Maritime (the “New Common Units”) to be issued for the purpose of the Equity Fund Raising (as defined herein) on the Main Board of the SGX-ST. The SGX-ST’s in-principle approval is not to be taken as an indication of the merits of Rickmers Maritime, the New Common Units, the Units (as defined herein), the Equity Fund Raising or the Proposed Acquisition (as defined herein). If you have sold or transferred all your Units, you should immediately forward this Circular, together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form in this Circular, to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This Circular is not an offer of securities for sale in the United States. The Units (including the New Securities (as defined herein)) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Rickmers Maritime does not intend to register any portion of any offering in the United States or to conduct a public offering of securities in the United States. This Circular shall not constitute an offer to sell or a solicitation of an offer to buy securities nor shall there be any sale of any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to Unitholders solely for the purpose of convening the Extraordinary General Meeting and seeking their approval for the resolutions to be proposed at the Extraordinary General Meeting. Unitholders are authorised to use this Circular solely for the purpose of considering the approvals sought herein. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur.

RICKMERS MARITIME (a business trust constituted on 30 March 2007 under the laws of the Republic of Singapore) (Registration Number: 2007003) MANAGED BY

RICKMERS TRUST MANAGEMENT PTE. LTD. (incorporated in the Republic of Singapore) (Registration Number: 200616499G)

CIRCULAR TO UNITHOLDERS IN RELATION TO:

(1) THE PROPOSED ACQUISITION OF THE ADDITIONAL CONTRACTED FLEET; AND (2) THE PROPOSED ISSUE OF NEW SECURITIES PURSUANT TO THE EQUITY FUND RAISING. Independent Financial Adviser

KPMG Corporate Finance Pte. Ltd.

IMPORTANT DATES AND TIMES: Last date and time for lodgment of Proxy Form Date and time of Extraordinary General Meeting Place of Extraordinary General Meeting

: : :

3 May 2008 at 3.00 p.m. 5 May 2008 at 3.00 p.m. 1 Raffles Boulevard, Suntec City, Meeting Room 308, Level 3, Singapore 039593

CONTENTS PAGE

CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NOTICE TO UNITHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LETTER TO UNITHOLDERS 1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2. THE PROPOSED ACQUISITION OF THE ADDITIONAL CONTRACTED FLEET . . . . . . 3. REQUIREMENT FOR UNITHOLDERS’ APPROVAL FOR THE PROPOSED ACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4. PROPOSED FINANCING OF THE ADDITIONAL CONTRACTED FLEET . . . . . . . . . . . . 5. DETAILS OF THE CREDIT FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6. EQUITY FUND RAISING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7. FINANCIAL INFORMATION RELATING TO RICKMERS MARITIME AND THE PROPOSED ACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8. EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9. RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10. PROHIBITION FROM VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11. ACTION TO BE TAKEN BY UNITHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12. DIRECTORS’ RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13. ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX A — INFORMATION ON THE ADDITIONAL CONTRACTED FLEET AND THE EXISTING FLEET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX B — CONSOLIDATED PROFIT FORECAST AND PROJECTIONS . . . . . . . . . . . . . APPENDIX C — REPORTING AUDITORS’ REPORT ON THE CONSOLIDATED PROFIT FORECAST AND PROJECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX D — SUMMARY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX E — INDEPENDENT FINANCIAL ADVISER’S LETTER . . . . . . . . . . . . . . . . . . . . . APPENDIX F — ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROXY FORM

2

3 4 5

9 9 16 19 19 21 24 26 27 27 28 28 28 29 32 51 53 56 71 73

CORPORATE INFORMATION Directors of Rickmers Trust Management Pte. Ltd. (the trustee-manager of Rickmers Maritime (the “Trustee-Manager”))

: Mr. Bertram R.C. Rickmers (Chairman and Non-Independent Director) Dr. Moritz Mittelbach (Non-Independent Director) Mrs. Suet Fern Lee (Independent Director) Mr. How Teck Lim (Independent Director) Mr. Andreas Sohmen-Pao (Independent Director)

Registered Office of the Trustee-Manager

: 11 Keppel Road #10-02 RCL Centre Singapore 089057

Legal Adviser to the Trustee-Manager as to Singapore Law

: Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore 018989

Unit Registrar and Unit Transfer Office

: Boardroom Corporate & Advisory Services Pte. Ltd. 3 Church Street #08-01 Samsung Hub Singapore 049483

Reporting Auditors

: PricewaterhouseCoopers Certified Public Accountants 8 Cross Street #17-00 PWC Building Singapore 048424

Independent Valuer

: Braemar Seascope Valuations Limited 35 Cosway Street London NW1 5BT

Independent Financial Adviser to the Independent Directors of the Trustee-Manager

: KPMG Corporate Finance Pte. Ltd. 16 Raffles Quay #22-00 Hong Leong Building Singapore 048581

3

NOTICE TO UNITHOLDERS Circular is not an Offering Document. This Circular shall not constitute an offer to sell or a solicitation of an offer to buy securities nor shall there be any sale of any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Circular is issued to Unitholders solely for the purpose of convening the EGM and seeking their approval for the resolutions to be proposed at the EGM. Unitholders are authorised to use this Circular solely for the purpose of considering the approvals sought herein. Any offer of the New Securities will be made pursuant to such offering document to be issued by Rickmers Maritime in due course as may be required and in compliance with all applicable laws and regulations. Certain Restrictions. The distribution of this Circular in certain jurisdictions may be restricted by law. Rickmers Maritime and the Trustee-Manager require persons into whose possession this Circular comes to inform themselves about and to observe any such restrictions at their own expense and without liability to Rickmers Maritime and the Trustee-Manager. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur. US Securities Act Restrictions. This Circular is not an offer of securities for sale in the United States. The Units (including the New Securities) have not been and will not be registered under the Securities Act, or any applicable state securities laws, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Rickmers Maritime does not intend to register any portion of any offering in the United States or to conduct a public offering of securities in the United States. Forward-looking Statements. This Circular may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of known and unknown risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) the condition of, and changes in, domestic, regional and global economies; interest rate trends; cost of capital and capital availability; competition in the global shipping market; general market conditions and shipping market trends, including charter rates and various factors affecting supply and demand; changes in operating expenses, unforeseen expenses, number of off-hire days and drydocking requirements; and changes in government laws and regulations affecting Rickmers Maritime. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the TrusteeManager’s current view of future events. All forecasts and projections are based on an assumed issue price per New Common Unit and on the Trustee-Manager’s assumptions as explained in this Circular. The forecast and projected financial performance of Rickmers Maritime is not guaranteed and there is no certainty that it can be achieved. Investors should read the whole of this Circular for details of the forecasts and projections, consider the assumptions used and make their own assessment of the future performance of Rickmers Maritime. The past performance of Rickmers Maritime is not necessarily indicative of the future performance of Rickmers Maritime. Disclaimers. Nothing in this Circular constitutes, or shall be construed as legal, business, financial or tax advice. Unitholders should consult their own professional advisers as to the legal, tax, business, financial and related aspects of an investment in the Units. Unitholders should consult their stockbroker, bank manager, solicitor, accountant or other professional adviser immediately if they are in any doubt as to the action they should take. Listing Manual Required Statement. Citigroup Global Markets Singapore Pte. Ltd. and Deutsche Bank AG, Singapore Branch were the Joint Global Co-ordinators and Joint Bookrunners of the initial public offering in Rickmers Maritime and DBS Bank Ltd. was the Joint Lead Manager and Co-ordinator of the Singapore Public Offer.

4

DEFINITIONS In this Circular, the following definitions apply throughout unless otherwise stated: Additional Contracted Fleet

: The 13 containerships comprising the Mitsui Vessels, the Hanjin Vessels and the Maersk Vessels that Rickmers Maritime has agreed to acquire from the VesselCos under the Memoranda of Agreement, subject to Unitholders’ approval

ATM Offering

: The offering of New Securities to the public in Singapore through automated teller machines which may form part of the Equity Fund Raising

BTA

: Business Trusts Act, Chapter 31A of Singapore

CDP

: The Central Depository (Pte) Limited

CFU

: Cash flow from earnings available for distribution per Unit

CFU accretion

: Represents the percentage increase in the Forecast Period 2008 CFU, Projection Year 2009 CFU and Projection Year 2010 CFU on the Enlarged Fleet when compared with the Existing Fleet

Common Unit

: A Unit issued in accordance with the Trust Deed and designated as a Common Unit

Companies Act

: Companies Act, Chapter 50 of Singapore

Completion

: The completion of the sale and purchase of each Vessel in accordance with the terms of the respective Memorandum of Agreement

Directors

: The directors of the Trustee-Manager

DPU

: Distribution per Unit

EBITDA

: Earnings before interest, taxes, depreciation and amortisation

EGM

: The extraordinary general meeting of Unitholders to be held at 3.00 p.m. on 5 May 2008, notice of which is set out on pages 73 to 74 of this Circular, and any adjournment thereof

Enlarged Fleet

: Comprises the Existing Fleet and the Additional Contracted Fleet

Equity Fund Raising

: The proposed issue of such number of New Securities on one or more occasions so as to raise up to an aggregate of US$650 million in gross proceeds, as more particularly described in Section 6 (Equity Fund Raising)

Existing Fleet

: The containerships ITAL Fastosa, ITAL Festosa, ITAL Fiducia, ANL Warringa, ANL Windarra, CMA CGM Azure, CMA CGM Purple, CS 4250-5 (otherwise known as CMA CGM Jade), CS 4250-6 (otherwise known as CMA CGM Onyx) and Maersk Djibouti

Forecast Period 2008

: The period from 1 July 2008 to 31 December 2008

Hanjin Vessels

: The four 4,250 TEU containerships of the Additional Contracted Fleet that will be chartered to Hanjin Shipping Co., Ltd., namely Hull No. YZJ2006-737, Hull No. YZJ2006-738, Hull No. YZJ2006-739 and Hull No. YZJ2006-740

Independent Directors

: The independent Directors of the Trustee-Manager, being Mrs. Suet Fern Lee, Mr. How Teck Lim and Mr. Andreas Sohmen-Pao

Independent Financial Adviser

: KPMG Corporate Finance Pte. Ltd.

Independent Valuer

: Braemar Seascope Valuations Limited 5

Individual Ship Management Agreement

: Means, in relation to a vessel owned by Rickmers Maritime, the separate ship management agreement, which Rickmers Shipmanagement (Singapore) Pte. Ltd. and the relevant entity, established by the Trustee-Manager to own such vessel, will enter into, substantially in the form set out in Schedule 2 of the Master Ship Management Agreement which is based on “Shipman 98 Standard Ship Management Agreement” published by the Baltic and International Maritime Council

Interested Person

: Interested person as defined in Chapter 9 of the Listing Manual

IPO Facility

: The US$360.0 million senior secured revolving credit facility with certain lenders, including HSH Nordbank AG, Singapore Branch, obtained in connection with the initial public offering of Rickmers Maritime and described in the section “The Credit Facility” of the Prospectus

Latest Practicable Date

: 10 April 2008, being the latest practicable date prior to the printing of this Circular

LIBOR

: London Interbank Offered Rate

Listing Manual

: The Listing Manual of the SGX-ST

Maersk Vessels

: The four 13,100 TEU containerships of the Additional Contracted Fleet that will be chartered to A.P. Møller — Maersk A/S, namely Maersk Edinburgh, Maersk Emden, Maersk Eindhoven and Maersk Essen

Master Ship Management Agreement

: The master ship management agreement entered into between the Trustee-Manager and Rickmers Shipmanagement (Singapore) Pte. Ltd. dated 11 April 2007

Memoranda of Agreement

: The 13 conditional memoranda of agreement dated 19 March 2008, each entered into between the Trustee-Manager and the respective VesselCo in connection with the acquisition of the Additional Contracted Fleet

Mitsui Vessels

: The five 4,250 TEU containerships of the Additional Contracted Fleet that will be chartered to Mitsui O.S.K. Lines, Ltd., namely MOL Dominance, MOL Dedication, MOL Delight, MOL Destiny and MOL Devotion

NAV

: Net asset value

New Common Units

: The new Common Units to be issued pursuant to the Equity Fund Raising

New Securities

: The New Common Units and/or securities convertible into New Common Units

Non-Independent Directors

: The non-executive, non-independent Directors of the TrusteeManager, being Mr. Bertram R.C. Rickmers and Dr. Moritz Mittelbach

NTA

: Net tangible assets

Omnibus Agreement

: The omnibus agreement dated 24 April 2007, entered into among the Trustee-Manager, Pacific Holdings, Rickmers Holding and Mr. Bertram R.C. Rickmers

Ordinary Resolution

: A resolution proposed and passed as such by a majority being greater than 50.0% of the total number of votes cast for and against such resolution at a meeting of Unitholders convened in accordance with the provisions of the Trust Deed

Pacific Holdings

: Pacific Holdings International GmbH & Cie. KG 6

Placement

: The offering of New Securities to institutional and other investors which may form part of the Equity Fund Raising. For the avoidance of doubt, this does not include a Preferential Offering

Polaris

: Polaris Shipmanagement Company Limited

Preferential Offering

: The preferential offering of New Securities to Unitholders which may form part of the Equity Fund Raising

Projection Year 2009

: The period from 1 January 2009 to 31 December 2009


: The period from 1 January 2010 to 31 December 2010

Projection Years 2009 and 2010

: Projection Year 2009 and Projection Year 2010

Proposed Acquisition

: The proposed acquisition of the Additional Contracted Fleet

Prospectus

: The initial public offering prospectus of Rickmers Maritime dated 24 April 2007

Purchase Price

: The aggregate purchase price for the Additional Contracted Fleet

Rickmers Group

: Rickmers Holding and Pacific Holdings, which are both controlled by Mr. Bertram R.C. Rickmers, together with their respective subsidiaries, including Polaris

Rickmers Holding

: Rickmers Holding GmbH & Cie. KG

SGX-ST

: Singapore Exchange Securities Trading Limited

Subordinated Units

: A Unit issued in accordance with the Trust Deed and designated as a Subordinated Unit

Substantial Unitholder

: A person with an interest in one or more Units constituting not less than 5.0% of all Units in issue

Summary Valuation Report

: The summary valuation report on the Vessels attached as Appendix D of this Circular

TEU

: Twenty-foot equivalent unit, the international standard measure for containers and containership capacity

Total Acquisition Cost

: Shall have the meaning ascribed to it in Section 2.9

Trust Deed

: The trust deed dated 30 March 2007 constituting Rickmers Maritime

Trustee-Manager

: Rickmers Trust Management Pte. Ltd.

Unit

: An undivided interest in Rickmers Maritime, as provided for in the Trust Deed, including Common Units and Subordinated Units

Unitholders

: Holders of Units

Vessels

: The containerships in the Additional Contracted Fleet

VesselCos

: The wholly-owned subsidiaries of Polaris, namely Laxey Navigation Limited, Snaefell Navigation Limited, Garwick Navigation Limited, Niarbyl Navigation Limited, Ayre Navigation Limited, Colby Navigation Limited, Dalby Navigation Limited, Regaby Navigation Limited, Surby Navigation Limited, Soderick Navigation Limited, Chasms Navigation Limited, Cregneash Navigation Limited and Sulby Navigation Limited, from which Rickmers Maritime will be purchasing the Additional Contracted Fleet and each, a “VesselCo”

DKK

: Danish krone

JPY

: Japanese yen 7

KRW

: Korean won

S$ and cents

: Singapore dollars and cents

US$ or US dollars and cents

: United States dollars and cents

%

: Per centum. or percentage

Trustee-Manager and Rickmers Maritime. All references to (1) the “Trustee-Manager” are to it acting in its capacity as trustee-manager of Rickmers Maritime and (2) “Rickmers Maritime” are to it acting through the Trustee-Manager. Vessels. All references to the ownership of the Vessels are to the ownership of the entire issued and paid-up capital of the relevant wholly-owned special purpose companies that will own the relevant Vessels. Depositors, etc. The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them, respectively, in the Companies Act. Exchange Rates. The exchange rates used in this Circular are for reference only. No representation is made that any amounts could have been or could be converted into Singapore dollar amounts at any of the exchange rates used in this Circular, at any other rate or at all. Genders, etc. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations. Headings. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Rounding. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. Statutes. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under any statute or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning ascribed to that word under that statute or that statutory modification, as the case may be. Time. Any reference to a time of day in this Circular shall be a reference to Singapore time, unless otherwise specified.

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RICKMERS MARITIME (a business trust constituted on 30 March 2007 under the laws of the Republic of Singapore managed by Rickmers Trust Management Pte. Ltd.) (Registration Number: 2007003)

LETTER TO UNITHOLDERS Directors of the Trustee-Manager

Registered Office

Mr. Bertram R.C. Rickmers Dr. Moritz Mittelbach Mrs. Suet Fern Lee Mr. How Teck Lim Mr. Andreas Sohmen-Pao

11 Keppel Road #10-02 RCL Centre Singapore 089057

17 April 2008 To:

The Unitholders of Rickmers Maritime

Dear Sir/Madam (1) (2)

Proposed Acquisition of the Additional Contracted Fleet (Ordinary Resolution 1); and Proposed Issue of New Securities Pursuant to the Equity Fund Raising (Ordinary Resolution 2).

1.

INTRODUCTION

1.1

Acquisition of Additional Contracted Fleet. On 19 March 2008, the Trustee-Manager, in its capacity as trustee-manager of Rickmers Maritime, announced that it had entered into conditional Memoranda of Agreement to acquire the Additional Contracted Fleet, comprising nine 4,250 TEU Vessels and four 13,100 TEU Vessels from the VesselCos. The Purchase Price of the Additional Contracted Fleet is US$1.3 billion and the Vessels comprising the Additional Contracted Fleet are scheduled for delivery from May 2008 to September 2010. The Proposed Acquisition is an interested person transaction under Chapter 9 of the Listing Manual. Accordingly, Rickmers Maritime seeks the approval of Unitholders for the Proposed Acquisition on the terms set out in Ordinary Resolution 1 (Proposed Acquisition of the Additional Contracted Fleet).

1.2

Equity Fund Raising. The Trustee-Manager is proposing the issue of New Securities on one or more occasions to raise gross proceeds of up to US$650 million in aggregate pursuant to the Equity Fund Raising to partially fund the acquisition of the Additional Contracted Fleet, as more particularly set out in Section 6 (Equity Fund Raising). The Trustee-Manager will determine the most appropriate time to launch the Equity Fund Raising as well as the most appropriate structure of the Equity Fund Raising closer to such offering(s), having regard to, among other things, market conditions at such time. In the meantime, the Trustee-Manager intends to finance the initial deliveries of the Vessels by debt, which may be partly repaid by the proceeds raised in the Equity Fund Raising. Accordingly, Rickmers Maritime seeks the approval of Unitholders for the issue of the New Securities pursuant to the Equity Fund Raising on the terms set out in Ordinary Resolution 2 (Proposed Issue of New Securities Pursuant to the Equity Fund Raising).

1.3

EGM. for:

In summary, therefore, in this Circular, Rickmers Maritime seeks the approval of Unitholders

1.3.1

the Proposed Acquisition (an interested person transaction under Chapter 9 of the Listing Manual); and

1.3.2

the issue of New Securities pursuant to the Equity Fund Raising,

in each case by way of an Ordinary Resolution. These resolutions will be proposed at the EGM to be held on 5 May 2008, notice of which is set out on pages 73 to 74 of this Circular. Further details of these resolutions are set out in Section 8 (Extraordinary General Meeting). 2.

THE PROPOSED ACQUISITION OF THE ADDITIONAL CONTRACTED FLEET

2.1

The Proposed Acquisition. As announced on 19 March 2008, Rickmers Maritime has entered into 13 conditional Memoranda of Agreement to acquire the Additional Contracted Fleet, comprising the five Mitsui Vessels, the four Hanjin Vessels and the four Maersk Vessels. All the Vessels were offered for sale 9

to the Trustee-Manager pursuant to the right of first offer under the Omnibus Agreement. The Mitsui Vessels and the Hanjin Vessels were disclosed in the Prospectus as being under construction at the time of Rickmers Maritime’s initial public offering and required to be offered to the Trustee-Manager under the right of first offer in the Omnibus Agreement once the Rickmers Group was successful in putting charters of appropriate length in place. The Mitsui Vessels and the Hanjin Vessels are scheduled to be delivered between May 2008 and December 2009, and the Maersk Vessels are scheduled to be delivered between July and September 2010. All the Vessels will have at the time of Completion, long-term, fixed-rate time charters with leading container liner shipping companies in place. 2.2

Information on the Additional Contracted Fleet. are set out in the table below. Estimated Date Built and Estimated Date of Delivery to Rickmers Maritime(1)

Certain details on the Additional Contracted Fleet

Duration of Charter

Net Daily Time Charter Rate(3) (US$)

20 May 2008

120 months(4)

26,850

Mitsui O.S.K. Lines, Ltd.

31 July 2008

120 months(4)

26,850

15 September 2008 Dalian Shipyard Co., Ltd.


16 September 2008 120 months(4)

26,850

Marshall Islands

15 November 2008

Dalian Shipyard Co., Ltd.


16 November 2008

120 months(4)

26,850

4,250

Marshall Islands

15 December 2008



16 December 2008

120 months(4)

26,850

Hull No. YZJ2006-737 . . . . .

4,250

Marshall Islands

25 February 2009

Jiangsu New Yangzijiang Shipbuilding Co., Ltd.

Hanjin Shipping Co., Ltd.

26 February 2009

86 months(5)

25,950

Hull No. YZJ2006-738 . . . . .

4,250

Marshall Islands

31 August 2009



1 September 2009

86 months(5)

25,950

Hull No. YZJ2006-739 . . . . .

4,250

Marshall Islands

30 October 2009



31 October 2009

86 months(5)

25,950

Hull No. YZJ2006-740 . . . . .

4,250

Marshall Islands

31 December 2009



1 January 2010

86 months(5)

25,950

Maersk Edinburgh . . . .

13,100

Marshall Islands

5 July 2010

Hyundai Heavy Industries Co., Ltd.

A.P. Møller — Maersk A/S

6 July 2010

120 months(6)

56,491(7)

Maersk Emden . . . . . .

13,100

Marshall Islands

15 July 2010



16 July 2010

120 months(6)

56,491(7)

Capacity (TEU)

Intended Flag

MOL Dominance . . . .

4,250

Marshall Islands

19 May 2008



MOL Dedication . . . . .

4,250

Marshall Islands

30 July 2008


MOL Delight . . . . . . .

4,250

Marshall Islands

MOL Destiny . . . . . . .

4,250

MOL Devotion . . . . . .

Name of Vessel

10

Shipyard

Charterer

Estimated Date of Commencement of Charter(2)

Estimated Date Built and Estimated Date of Delivery to Rickmers Maritime(1)

Duration of Charter


120 months(6)

56,491(7)


56,491(7)


Capacity (TEU)

Intended Flag

Maersk Eindhoven . . . .

13,100

Marshall Islands

30 August 2010



31 August 2010

Maersk Essen . . . . . .

13,100

Marshall Islands

10 September 2010 Hyundai Heavy Industries Co., Ltd.


Name of Vessel

Shipyard

Charterer

Notes: (1) This date may be either brought forward or delayed by the relevant shipyard depending on its actual building schedule. (2) Charters typically commence one day after delivery from the shipyard due to the time required for the commissioning of a vessel. (3) After deduction of brokerage fee, if any. (4) ⫹/⫺ up to 45 days at the charterer’s option. (5) ⫹/⫺ up to 2 months at the charterer’s option. The charterer also has an option to extend upon expiry of the initial charter period for an additional 36 months, at a net daily time charter rate of US$27,950. (6) ⫹/⫺ up to 90 days at the charterer’s option. The charterer has two consecutive options to extend upon expiry of the initial charter period for 30 months each, at a net daily time charter rate of US$58,954. (7) Includes daily premium payment for vessel specification upgrade.

Rickmers Maritime invests in vessels that are constructed by reputable shipbuilders with established operating track records to ensure quality and consistency in the design and build of the vessels. The design of each of the Vessels has been customised by the Rickmers Group in consultation with leading container liner shipping companies and the classification societies, and in respect of the Maersk Vessels, built based on Hyundai Heavy Industries Co., Ltd.’s design for 13,100 TEU containerships. More details of the Additional Contracted Fleet may be found in Appendix A of this Circular. 2.3

Enlarged Fleet. The following chart details the size of the Enlarged Fleet as at the dates indicated based on the estimated dates of delivery of the Vessels:

Existing Fleet as at the Latest Practicable Date

Vessel Size

Enlarged Fleet Estimated as at 31 December 2008

2009

2010

3,450 TEU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

3

3

3

4,250 TEU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

11

15

15

5,060 TEU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

1

1

1

13,100 TEU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0

0

0

4

Operating Vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

15

19

23

Total Capacity (TEU) . . . . . . . . . . . . . . . . . . . . . . . . . .

40,910

62,610

79,160

131,560

Further details of the Existing Fleet may be found in Appendix A of this Circular. 2.4

Charters. Each of the Vessels is subject to a long-term, fixed-rate time charter. Upon the acquisition of each Vessel, the relevant charter agreement will be novated to Rickmers Maritime. The charter agreements for each of the Mitsui Vessels and the Hanjin Vessels are in the form of “New York Produce Exchange 1946 Time Charter” published by The Association of Ship Brokers & Agents (U.S.A.), Inc. with certain riders specifying further details of the charters. The charter agreements in respect of each of the Maersk Vessels are in the form of “BOXTIME 1990 Uniform Time Charter Party for Container Vessels” published by the Baltic and International Maritime Council, with certain riders 11

specifying further details of the charters. The salient terms and conditions of the charter agreements of the Additional Contracted Fleet are summarised below. 2.4.1

Duration of the Charters. Each of the Vessels will be delivered to Rickmers Maritime upon completion of construction. The initial term of a time charter commences on the Vessel’s delivery to the charterer. Under all the time charters in respect of the Additional Contracted Fleet, the charterer may extend the term for periods during which the Vessel is off-hire. Each Mitsui Vessel will be chartered to Mitsui O.S.K. Lines, Ltd. for an initial term of 120 months and each Hanjin Vessel will be chartered to Hanjin Shipping Co., Ltd. for an initial term of 86 months, with the charterer having an option to extend for an additional 36 months. Each Maersk Vessel will be chartered to A.P. Møller — Maersk A/S for an initial term of 120 months, and the charterer has two consecutive options to extend for 30 months each.

2.4.2

Hire Rate. Under all the time charters in respect of the Additional Contracted Fleet, the hire rate is payable in US dollars, as specified in the charter. Under the time charters for each of the Mitsui Vessels, the net daily time charter rate is US$26,850 and the hire rate is payable monthly in advance. Under the time charters for each of the Hanjin Vessels, the net daily time charter rate is US$25,950 and the hire rate is payable semi-monthly in advance. Under the time charters for each of the Maersk Vessels, the net daily time charter rate, including the daily premium payment for vessel specification upgrade, is US$56,491 and the hire rate is payable on the 15th day of each month.

2.4.3

Operations, Maintenance and Expenses. Rickmers Maritime will be responsible for the ship management of the Vessels, which includes, among other things, crewing, technical management, repairs, maintenance, drydocking, commercial management, and insurance of the Vessels. Rickmers Maritime will pay the operating expenses and drydocking expenditures for the Vessels. The charterer pays the voyage expenses, which includes all expenses relating to particular voyages, including any bunker expenses, port fees, cargo loading and unloading expenses, canal tolls and agency fees.

2.4.4

Off-hire. Under the time charters, when the Vessel is off-hire, the charterer generally is not required to pay the hire rate, and Rickmers Maritime will be responsible for all costs, including the cost of bunkers, unless the charterer is responsible for the circumstances giving rise to the lack of vessel availability. A vessel is generally considered to be off-hire if there is an occurrence preventing the full working of the vessel due to, among other things, engine failure; drydocking for repairs, maintenance or inspection; equipment breakdowns; delays due to accidents; crewing strikes, labour boycotts, certain vessel detentions or similar problems; or failure to maintain the vessel in compliance with its specifications and contractual standards or to provide the required crew.

2.4.5

Termination and Suspension. Rickmers Maritime will be entitled to withdraw the Vessel from service to the charterer if the charterer defaults in its payment obligations, without prejudice to other claims for hire against the defaulting charterer. Under the time charters for each of the Mitsui Vessels and the Hanjin Vessels, if the Vessel is off-hire for 260 consecutive days, the charterer will have the right to terminate the time charter with respect to that Vessel.

2.4.6

Change of Control and Sale of Vessels. The charterers of the Additional Contracted Fleet have not been granted a purchase option under the time charters. Rickmers Maritime has the right to sell the Hanjin Vessels and the Maersk Vessels at any time to third parties subject to the prior approval of the relevant charterer, such consent not to be unreasonably withheld.

2.4.7

Sub-letting. Each of the Vessels may be sub-let. However, the charterer who is party to the charter agreement, and not the sub-lessee, remains liable for all obligations under the charter agreement.

2.4.8

Redelivery. At the expiration of the relevant charter period, each Vessel must be redelivered by the charterer to Rickmers Maritime at a safe port or a place stated in the relevant charter agreement. Each Vessel must be redelivered in good order and condition, ordinary wear and tear excepted.

2.4.9

Indemnity. Each charterer will indemnify Rickmers Maritime against any loss, damage or expense incurred by Rickmers Maritime arising out of or in relation to claims or liens against the charterer in respect of the Vessels. If a Vessel is arrested or otherwise detained by such 12

claims or liens against the charterer in respect of the Vessels, the charterer must at its own expense, take all reasonable steps to secure the release of the Vessel within a reasonable period of time, including the provision of bail, if necessary. If a Vessel is arrested or otherwise detained by reason of a claim or claims against Rickmers Maritime, Rickmers Maritime will at its own expense, take all reasonable steps to secure the release of the Vessel within a reasonable period of time, including the provision of bail, if necessary. In such circumstances, Rickmers Maritime will indemnify the charterer against any loss, damage or expense incurred by the charterer (including the hire paid under the charter agreement) as a direct consequence of such arrest or detention. 2.4.10

2.5

Governing Law and Dispute Resolution. Each charter agreement is governed by and construed in accordance with the laws of England. All disputes arising out of or in connection with a charter agreement will be referred to and finally resolved by arbitration.

Ship Management. Under the Master Ship Management Agreement, Rickmers Shipmanagement (Singapore) Pte. Ltd. (the “Ship Manager”) will provide Rickmers Maritime with ship management services, which include, among other things, crewing, technical management, repairs, maintenance, drydocking, commercial management, and insurance of vessels. The Master Ship Management Agreement can be terminated by either party by giving six months notice but in any case such termination date may not be earlier than 31 December 2009. The Existing Fleet is currently managed by the Ship Manager pursuant to the Master Ship Management Agreement and the Individual Ship Management Agreements. As disclosed in the Prospectus, under the Master Ship Management Agreement, in return for providing ship management services, the Ship Manager will receive a fixed ship management fee of US$9,500 per vessel per month until 31 December 2009. This ship management fee will increase each year by 2% after 31 December 2009. In addition to payment for services, Rickmers Maritime is required to pay the operating expenses of the vessels. Under the terms of the Master Ship Management Agreement, Rickmers Maritime will pay the Ship Manager a fixed daily amount until 31 December 2009 for certain of the operating expenses of the Existing Fleet. This fixed daily amount will vary each year depending on the size of the vessel and will cover a substantial part of the expenses incurred in the normal course of operations such as crewing expenses, costs for spares, vessel maintenance and certain amounts not reimbursed by Rickmers Maritime’s hull and machinery insurance and that exceeds US$100,000 per vessel per year. This arrangement will end on 31 December 2009 and thereafter, Rickmers Maritime will be required to pay the actual operating expenses incurred unless a new agreement is put in place to fix future operating cost. At all times, Rickmers Maritime will reimburse the Ship Manager for actual costs incurred in respect of certain other operating costs, which comprise initial start-up costs, the costs of lubricant oil, and all unforeseen and extraordinary costs (such as costs for upgrading a vessel due to new legislation or extraordinary repairs). In addition, Rickmers Maritime will be responsible for all drydocking costs, which the Trustee-Manager expects will be substantially capital expenditure in nature and will not be part of Rickmers Maritime’s operating expenses. Rickmers Maritime intends to include the Mitsui Vessels and the Hanjin Vessels under the existing Master Ship Management Agreement and thereby benefit from the fixed ship management fee and the fixed daily operating amount agreed therein until December 2009 and as disclosed in the Prospectus for these 4,250 TEU vessels. In respect of the Maersk Vessels, which are scheduled for delivery in the latter half of 2010, Rickmers Maritime will be appointing the Ship Manager or such other qualified shipmanagement company it may deem appropriate to provide the shipmanagement services in due course.

2.6

Novation Agreements. Rickmers Maritime will enter into novation agreements with the VesselCos and the charterers of the Additional Contracted Fleet for the novation of the charter agreements for each Vessel to Rickmers Maritime upon the completion of the acquisition of such Vessel by Rickmers Maritime.

2.7

Charterers. Certain details of the charterers of the Additional Contracted Fleet are set forth below. Mitsui O.S.K. Lines, Ltd. is the second largest liner shipping company in Japan and the 12th largest container liner shipping company in the world1, in terms of container liner operating capacity and order

1

Source: AXS-Alphaliner TOP 100, Operated fleets as at 10 April 2008.

13

book, with a market capitalisation of JPY 1,484.82 billion (or S$19.8 billion based on the exchange rate of JPY 75.12 to S$1.002 as at 10 April 2008). Hanjin Shipping Co., Ltd. is part of the Hanjin Group, the largest container liner shipping company in South Korea and the 6th largest container liner shipping company in the world3, in terms of operating capacity and order book with a market capitalisation of KRW 3,005.42 billion (or S$4.2 billion based on the exchange rate of KRW 719.79 to S$1.002 as at 10 April 2008). A.P. Møller — Maersk A/S is the world’s largest container liner shipping company3 in terms of operating capacity and order book, with a market capitalisation of approximately DKK 225.52 billion (or S$64.6 billion based on the exchange rate of DKK 3.49 to S$1.002 as at 10 April 2008). 2.8

VesselCos. The following table lists each of the VesselCos from which Rickmers Maritime will purchase the Additional Contracted Fleet. Name of VesselCo(1)

Name of Vessel

Laxey Navigation Limited. . . . . . . . . . . . . .

MOL Dominance

Snaefell Navigation Limited . . . . . . . . . . . .

MOL Dedication

Garwick Navigation Limited . . . . . . . . . . . .

MOL Delight

Niarbyl Navigation Limited . . . . . . . . . . . . .

MOL Destiny

Ayre Navigation Limited. . . . . . . . . . . . . . .

MOL Devotion

Colby Navigation Limited . . . . . . . . . . . . . .

Hull No. YZJ2006-737

Dalby Navigation Limited . . . . . . . . . . . . . .


Regaby Navigation Limited . . . . . . . . . . . . .


Surby Navigation Limited . . . . . . . . . . . . . .


Soderick Navigation Limited . . . . . . . . . . . .

Maersk Edinburgh

Chasms Navigation Limited . . . . . . . . . . . .

Maersk Emden

Cregneash Navigation Limited . . . . . . . . . . .

Maersk Eindhoven

Sulby Navigation Limited . . . . . . . . . . . . . .

Maersk Essen

Note: (1) Each of the VesselCos is a special purpose company and is a wholly-owned subsidiary of Polaris.

2.9

Estimated Total Acquisition Cost. The current estimated Total Acquisition Cost for the Additional Contracted Fleet is approximately US$1,350.0 million comprising: 2.9.1

the aggregate Purchase Price of US$1,347.6 million in cash consisting of: 2.9.1.1

US$72.0 million for each of the Mitsui Vessels, expected to be delivered in 2008;

2.9.1.2

US$69.0 million for each of the Hanjin Vessels, expected to be delivered in 2009;

2.9.1.3

US$177.5 million for each of the Vessels, Maersk Edinburgh and Maersk Emden, expected to be delivered in 2010; and

2.9.1.4

US$178.3 million for each of the Vessels, Maersk Eindhoven and Maersk Essen, expected to be delivered in 2010;

2.9.2

the estimated professional and other fees and expenses incurred in connection with the Proposed Acquisition of approximately US$0.9 million; and

2.9.3

the estimated vessel pre-delivery costs of approximately US$1.5 million.

The purchase price for each Vessel is due on the delivery of such Vessel to Rickmers Maritime. 2.10

Purchase Price. The Purchase Price was determined by agreement between the Trustee-Manager and Polaris in accordance with the terms set out in the Omnibus Agreement, which requires the Vessels to be offered to the Trustee-Manager at the fair market value of the Vessels, provided that the Purchase Price

2

Source: Bloomberg as at 10 April 2008.

3

Source: AXS-Alphaliner TOP 100, Operated fleets as at 10 April 2008.

14

shall not be less than the cost of the Vessels4. The fair market value of a Vessel is the cash price that a nonaffiliated third-party would pay to acquire the Vessel, subject to the relevant charter, in a sale in an arm’s length transaction. The Independent Valuer, Braemar Seascope Valuations Limited, has been appointed by the TrusteeManager to value the Additional Contracted Fleet. Based on the independent valuations of the Additional Contracted Fleet conducted by the Independent Valuer, the valuation of the Additional Contracted Fleet as at 10 March 2008 was US$1,397.0 million, comprising: 2.10.1

US$77.0 million for each of the Mitsui Vessels;

2.10.2

US$74.0 million for each of the Hanjin Vessels; and

2.10.3

US$179.0 million for each of the Maersk Vessels.

The Purchase Price is accordingly, at a 3.5% discount to the current valuations. (For further details, see “Summary Valuation Report” in Appendix D of this Circular.) 2.11

Certain Terms of the Memoranda of Agreement. Agreement are summarised below:

Some of the salient terms of the Memoranda of

2.11.1

The Memoranda of Agreement are subject to and conditional upon the approval by the Unitholders given at an extraordinary general meeting for the Proposed Acquisition being obtained not later than the date of delivery of such Vessel or 30 April 2008 (the “Long-stop Date”), whichever is earlier, provided that the VesselCos and Rickmers Maritime may agree to extend the Long-stop Date. As announced on 14 April 2008, the VesselCos and Rickmers Maritime have on 11 April 2008 agreed to extend the Long-stop Date to 12 May 2008. For the avoidance of doubt, the Memoranda of Agreement are not subject to the Trustee-Manager obtaining financing for the Additional Contracted Fleet. However, Unitholders should note that the Proposed Acquisition is subject to and conditional upon the passing of the resolution for the Equity Fund Raising (Ordinary Resolution 2).

2.11.2

Completion will take place following the date of delivery to, and acceptance by, the relevant VesselCo of the Vessel under its shipbuilding contract with the respective shipyards. Delivery of the Additional Contracted Fleet is expected to occur over the next 29 months to September 2010 but is ultimately dependent upon the delivery of the Vessels from the relevant shipyards to the relevant VesselCos.

2.11.3

The Vessels, which are still under construction as at the Latest Practicable Date, will be delivered to Rickmers Maritime by the relevant VesselCos on a “back-to-back” basis with the underlying shipbuilding contracts. The warranty of the shipyard and all other rights and benefits accruing to the VesselCos under the shipbuilding contracts for such Vessels, together with the obligation to take a guarantee engineer of the shipyard on board for the time of the warranty period, will be transferred to Rickmers Maritime, to the extent the shipyard agrees to such transfer. If the consent of the shipyard is not obtained for the assignment and such rights are not transferred, the relevant VesselCo is obliged to enforce such rights on behalf of Rickmers Maritime.

2.11.4

The Vessels are to be transferred to Rickmers Maritime free and clear of all liens and encumbrances.

2.11.5

Each VesselCo has agreed that in case it has the right to either reject or accept the Vessel under the shipbuilding contract due to either excessive delay and/or excessive deviations from certain vessel specifications defined under the shipbuilding contract, it will consult Rickmers Maritime before exercising its right under the shipbuilding contract to accept the Vessel under the shipbuilding contract or to reject the Vessel and consequently rescind or cancel the shipbuilding

4

The cost of a Vessel means the ready-for-sea cost of the relevant Vessel, which consists of the aggregate expenditures incurred by the party offering the Vessel (the “Offeror”) to construct or acquire and bring such Vessel to the condition and location necessary for its intended use, including, but not limited to, all costs incurred in the normal course of business in connection with either the construction or acquisition of such Vessel, as well as any cost incurred during the period from the delivery of such Vessel to the Offeror until such Offeror delivers such Vessel to the Trustee-Manager. For the avoidance of doubt, the cost of a Vessel shall include, but not be limited to, the construction cost or the purchase price of a Vessel, plus any financing cost, guarantee fees, newbuilding supervision fees, legal fees, brokerage fees, taxes and ship management costs, if any; and, in the event that a Vessel is part of an acquired business, any additional costs that may be incurred in transferring such Vessel separately from such business; provided that revenues arising from the operation of any such Vessel by the Offeror during the period from the delivery of such Vessel to the Offeror until the Offeror delivers such Vessel to the Trustee-Manager will be set off against the cost of such Vessel.

15

contract. Each VesselCo shall notify Rickmers Maritime of its right to accept or reject the Vessel without undue delay. Rickmers Maritime will have to make its decision of whether to accept or reject the Vessel promptly after receipt of the VesselCo’s notification but in any case before the VesselCo’s acceptance or rejection of the Vessel is due to be given to the shipyard in accordance with the shipbuilding contract (the “Vessel Acceptance Date”). The VesselCo will accept the Vessel if instructed in writing by Rickmers Maritime sufficiently in advance of the Vessel Acceptance Date. Should Rickmers Maritime’s notification not be received by the relevant VesselCo sufficiently in advance of the Vessel Acceptance Date, Rickmers Maritime shall be deemed to have accepted the Vessel under the Memorandum of Agreement. Where the relevant VesselCo has the right to reject the Vessel under the shipbuilding contract and Rickmers Maritime has duly notified the VesselCo of its decision not to accept such Vessel, Rickmers Maritime will not be bound to accept delivery of the Vessel under the relevant Memorandum of Agreement even if the VesselCo decides to accept the Vessel under the shipbuilding contract and the Memorandum of Agreement shall become null and void. 2.11.6

If for any reason one or more of the Vessels currently on order is not delivered by the shipyard to the relevant VesselCos in accordance with the shipbuilding contract, such VesselCos will not be obliged to deliver the relevant Vessel(s) to Rickmers Maritime.

2.11.7

The purchase price for each of the Vessels is payable on the date of delivery of the Vessel from the relevant VesselCo to Rickmers Maritime.

2.11.8

The payment terms for the purchase of vessels customarily require the payment of a deposit amounting to 10% of the purchase price. 2.11.8.1 With respect to the Mitsui Vessels and Hanjin Vessels, the relevant VesselCos have waived the requirement for a deposit from Rickmers Maritime. 2.11.8.2 With respect to the Maersk Vessels, Rickmers Maritime is required to provide a deposit of US$10.0 million for each Maersk Vessel (amounting to approximately 5.6% of the purchase price of each Maersk Vessel) to the respective VesselCo in cash or by way of a bank guarantee issued to the relevant VesselCo at least one year before the expected delivery date of each of the Maersk Vessels, i.e. 5 July 2009, 15 July 2009, 30 August 2009 and 10 September 2009 respectively. The Trustee-Manager shall communicate the choice of the form of deposit to the relevant VesselCo not later than six months before the deposit becomes due. The deposit for each of the Maersk Vessels will be released to the relevant VesselCo and the balance of the purchase price will be payable in cash upon the delivery of such Vessel. Interest, if any, on the deposit for the Maersk Vessels, where such deposit is provided in the form of cash, will be credited to Rickmers Maritime.

2.11.9

If Rickmers Maritime is in default as to payment of the purchase price of the Vessel or any other amount owing to the relevant VesselCo under the relevant Memorandum of Agreement, Rickmers Maritime shall be liable to pay interest at 2% over 3-month US$ LIBOR per annum on the unpaid amount from the day from which the same became due to the said VesselCo until the date of actual payment. This shall be the relevant VesselCo’s sole remedy and the said VesselCo shall have no claim against Rickmers Maritime for any further loss and damage, howsoever caused. If Rickmers Maritime’s default continues for a period of more than five business days, the said VesselCo shall have the right to rescind, cancel or otherwise terminate the Memorandum of Agreement by giving notice in writing to Rickmers Maritime. In the case of the Maersk Vessels, the deposit, together with interest, shall be forfeited to the relevant VesselCo. This shall be the said VesselCo’s sole remedy and the VesselCo shall have no claim against Rickmers Maritime from any further loss and damage, howsoever caused.

3.

REQUIREMENT FOR UNITHOLDERS’ APPROVAL FOR THE PROPOSED ACQUISITION

3.1

Interested Person Transaction. Under Chapter 9 of the Listing Manual, where Rickmers Maritime proposes to enter into a transaction with an Interested Person and the value of such transaction (either in itself or when aggregated with the value of other transactions, each of a value equal to or greater than S$100,000, with the same Interested Person during the same financial year) is equal to or exceeds 5.0% of Rickmers Maritime’s latest audited NTA, Unitholders’ approval is required in respect of such transaction. 16

As at 10 April 2008, Mr. Bertram R.C. Rickmers, the Chairman and Non-Independent Director of the Trustee-Manager, controls the Rickmers Group, by holding a direct interest of 94% in each of Rickmers Holding and Pacific Holdings. The Rickmers Group in turn holds an aggregate direct and deemed interest in 140,229,000 Units, which is equivalent to approximately 33.10% of the total number of Units in issue as at 10 April 2008, and Mr. Bertram R. C. Rickmers is therefore regarded as a “controlling Unitholder” of Rickmers Maritime under the Listing Manual, and Polaris, a subsidiary of Pacific Holdings, is regarded as an associate of Mr. Bertram R. C. Rickmers. For the purposes of Chapter 9 of the Listing Manual, Polaris, being an associate of a Director and controlling Unitholder of Rickmers Maritime, is an Interested Person of Rickmers Maritime. Based on Rickmers Maritime’s audited consolidated financial statements for the financial period ended 31 December 2007, the NTA of Rickmers Maritime was US$427.7 million (or S$581.7 million based on the exchange rate of S$1.36 to US$1.005 as at 10 April 2008). Accordingly, if the value of a transaction which is proposed to be entered into in the current financial year by Rickmers Maritime with an Interested Person is, either in itself or in aggregation with all other earlier transactions (each of a value equal to or greater than S$100,000) entered into with the same Interested Person during the current financial year, equal to or in excess of US$21.4 million (or S$29.1 million based on the exchange rate of S$1.36 to US$1.005 as at 10 April 2008), such a transaction would be subject to Unitholders’ approval. Given that the aggregate Purchase Price is US$1.3 billion (or S$1.8 billion based on the exchange rate of S$1.36 to US$1.005 as at 10 April 2008), the value of the Proposed Acquisition exceeds the said threshold. Therefore, the Proposed Acquisition will constitute an “interested person transaction” under Chapter 9 of the Listing Manual in respect of which the approval of Unitholders is required. Prior to the 10 April 2008, Rickmers Maritime had entered into certain interested person transactions with the Rickmers Group. The value of all interested person transactions between Rickmers Maritime and the Rickmers Group for the current financial year commencing from 1 January 2008 till 10 April 2008 was approximately US$81.9 million. These transactions comprise all of Rickmers Maritime’s interested person transactions during the current financial year commencing from 1 January 2008 till 10 April 2008. 3.2

Major Transaction. The Trustee-Manager has obtained a confirmation from the SGX-ST that for the purposes of Chapter 10 of the Listing Manual, the approval of Unitholders will not be required for the acquisition of containerships which is consistent with the business objectives and strategy of Rickmers Maritime that would not result in any significant adverse change in Rickmers Maritime’s risk profile.

3.3

Advice of the Independent Financial Adviser. The Trustee-Manager has appointed KPMG Corporate Finance Pte. Ltd. (the “Independent Financial Adviser”) to advise its Independent Directors in relation to the Proposed Acquisition. A copy of the letter from the Independent Financial Adviser to the Independent Directors (the “Independent Financial Adviser’s Letter”), containing its advice in full, is set out in Appendix E of this Circular and Unitholders are advised to read the Independent Financial Adviser’s Letter carefully. Having considered the factors and based on the assumptions set out in its letter, and subject to the qualifications set out therein, the Independent Financial Adviser is of the view that the Proposed Acquisition is on normal commercial terms and will not be prejudicial to the interests of Rickmers Maritime and its minority Unitholders. The Independent Financial Adviser has therefore advised the Independent Directors to recommend that Unitholders vote in favour of the Proposed Acquisition.

3.4

Rationale. The Proposed Acquisition is consistent with the Trustee-Manager’s investment strategy to expand the size of Rickmers Maritime’s fleet through selective accretive acquisitions of vessels with long-term, fixed-rate charters with a variety of leading charterers which have established operating track records in place, and to maintain a high quality and modern vessel fleet. The Trustee-Manager believes that the Proposed Acquisition will bring the following key benefits to Unitholders: 3.4.1

5

CFU Accretion and Increased DPU. The Trustee-Manager expects the Proposed Acquisition, together with the proposed method of financing of the Additional Contracted Fleet through a combination of the Equity Fund Raising and the credit facilities, to enhance the CFU enjoyed by Unitholders. The forecast and projections indicate that the Additional Contracted Fleet will increase the current CFU by 15.88% for the Forecast Period 2008 and 10.58% and 7.40% for the Projection Years 2009 and 2010 respectively based on the

Source: Bloomberg as at 10 April 2008.

17

assumptions set out in the Consolidated Profit Forecast and Projections in Appendix B of this Circular. The increased CFU will allow the Trustee-Manager to increase DPU as the Vessels are being delivered. 3.4.2

Stable Income with Additional Long-term, Fixed-rate Charters Extend Average Lease Term. The additional long-term, fixed-rate charters of the Additional Contracted Fleet will extend Rickmers Maritime’s weighted average remaining lease terms. On delivery of the final Vessel in September 2010, the weighted average lease term of the 23 vessels in the Enlarged Fleet will be approximately 6.4 years as compared to 4.3 years for the Existing Fleet. The extension of Rickmers Maritime’s weighted average lease term will result in increased stability of distributable earnings for Unitholders. In addition, the Enlarged Fleet will have charters which expire over a longer period as well as a more staggered redelivery schedule, from 2015 for the last vessel of the Existing Fleet to 2020 for the last vessel of the Enlarged Fleet, and these will, in turn, lower Rickmers Maritime’s exposure to future fluctuations in the charter market.

3.4.3

Overall Improvements to Rickmers Maritime’s Vessel Portfolio. The Trustee-Manager expects the Proposed Acquisition to result in the following improvements to Rickmers Maritime’s vessel portfolio:

3.4.4

3.4.3.1

Broader charterers’ base and income diversification. The Proposed Acquisition will lead to a broadening of the charterers’ base with leading container liner shipping companies Mitsui O.S.K. Lines, Ltd. and Hanjin Shipping Co., Ltd. being added to the charterers of the Existing Fleet, namely Italia Marittima, CMA CGM and Maersk Line. This is expected to benefit Unitholders by increasing income diversification, reducing the reliance of Rickmers Maritime’s income stream on any single vessel or charterer as well as reducing the reliance on the income contribution from the charterers of the Existing Fleet. Following the Completion of the acquisition of the final Vessel in September 2010, the Existing Fleet will contribute approximately 35.5% of the charter revenue of the Enlarged Fleet and no single charterer will contribute more than 34.4% of the charter revenue of the Enlarged Fleet, as compared to 60.6% prior to the Completion.

3.4.3.2

Strengthening of the credit profile as a result of counterparty diversification. The creditworthiness of Rickmers Maritime is supported by the underlying long-term fixed-rate charters to strong credit counterparties, which will be strengthened further with the addition of Mitsui O.S.K. Lines, Ltd. and Hanjin Shipping Co., Ltd. This, together with the additional containerships on charter to the world’s largest container liner shipping company, A.P. Møller — Maersk A/S, reflects Rickmers Maritime’s strategy to grow its portfolio with leading container liner shipping companies. See Section 2.7 (Charterers) for further details.

3.4.3.3

Preservation of a young fleet age profile with a robust pipeline of newbuildings. On delivery of the final Vessel, the average age of the 23 vessels in the Enlarged Fleet will be approximately 2.2 years, as compared to 3.6 years for the Existing Fleet. The Trustee-Manager believes that the Proposed Acquisition will preserve Rickmers Maritime’s fleet as one of the youngest in the industry. The Trustee-Manager believes that this will provide Rickmers Maritime with key competitive advantages, as newer vessels usually require fewer off-hire days, less downtime for repairs and maintenance, and have greater operating cost efficiencies, as compared to older vessels.

3.4.3.4

Broadening of fleet composition. The introduction of the advanced 13,100 TEU vessels will increase variety in Rickmers Maritime’s fleet composition, which will widen Rickmers Maritime’s charter market exposure and penetration. The introduction of these large containerships fits within Rickmers Maritime’s targeted asset portfolio and the Trustee-Manager believes that it will enable Rickmers Maritime to establish itself as a leading ship owner and operator.

Economies of Scale and Greater Operating Cost Efficiencies. The Additional Contracted Fleet consists exclusively of vessels that are being, and will be, built by reputable shipbuilders using standard vessel designs customised by the Rickmers Group in consultation with leading container liner shipping companies and the classification societies. Each of the Mitsui Vessels 18

and the Hanjin Vessels are sister ships with the 4,250 TEU vessels in the Existing Fleet, uniform in all material respects and having the same or similar equipment. As a result, the TrusteeManager expects to enjoy operating efficiencies and economies of scale in operations, maintenance and crewing. 4.

PROPOSED FINANCING OF THE ADDITIONAL CONTRACTED FLEET

4.1

Method of Financing. The Trustee-Manager intends to finance the Additional Contracted Fleet through a combination of debt and equity (including debt and equity securities), available cash reserves and excess cash from operations. The exact timing and sizing of any debt and equity financing will be subject to, amongst other factors, prevailing market conditions and the expected delivery schedule of the Vessels which is from 19 May 2008 through 10 September 2010. The Purchase Price of the Proposed Acquisition is US$1.3 billion. The purchase price of the Mitsui Vessels, the Hanjin Vessels and the Maersk Vessels is US$360.0 million, US$276.0 million and US$711.6 million respectively. The Trustee-Manager has obtained signed term sheets (which are subject to, inter alia, final legal documentation) for debt financing of US$627.5 million to fund the acquisition for the Mitsui Vessels and the Hanjin Vessels. If Unitholders’ approval is obtained for Ordinary Resolution 2 (Proposed Issue of New Securities Pursuant to the Equity Fund Raising), Rickmers Maritime will have the mandate to issue New Securities to raise up to US$650 million towards financing the Proposed Acquisition. The Trustee-Manager intends to finance the remainder of the Purchase Price through debt, equity, available cash reserves, excess cash from operations or any combination thereof.

4.2

Debt Financing. The Trustee-Manager intends to use US$627.5 million that may be raised from debt financing (based on the signed term sheets obtained), together with the amounts available for drawdown under the IPO Facility, available cash reserves and excess cash from operations as follows: 4.2.1

to fully satisfy the purchase price for the first six Vessels to be delivered to Rickmers Maritime, namely the Mitsui Vessels and the first Hanjin Vessel (Hull No. YZJ2006-737). These Vessels are expected to be delivered to Rickmers Maritime between 19 May 2008 and 25 February 2009; and

4.2.2

to partially satisfy the purchase price for the seventh to ninth Vessels to be delivered to Rickmers Maritime, namely the following three Hanjin Vessels, Hull No. YZJ2006-738, Hull No. YZJ2006-739 and Hull No. YZJ2006-740. These Vessels are expected to be delivered to Rickmers Maritime between 31 August and 31 December 2009.

With respect to the Maersk Vessels, the Trustee-Manager has obtained indicative debt financing terms for these Vessels. However, the Trustee-Manager has decided not to commit to any debt financing terms at this point in time as the Trustee-Manager believes that the costs of obtaining and maintaining committed debt financing for the Maersk Vessels, which are due for delivery only in the latter half of 2010, outweigh the benefits of achieving the certainty in such debt financing. The Trustee-Manager further believes that it will be able to arrange financing for the Maersk Vessels at a later date at favourable terms and conditions. See Section 5 (Details of the Credit Facilities) for more details. 4.3

Equity Financing. The Trustee-Manager may raise up to US$650 million in equity on one or more occasions to partially finance the Proposed Acquisition or to repay borrowings used to finance the Purchase Price of the Vessels. In light of the signed term sheets obtained by the Trustee-Manager as described in Section 4.2 above, the Trustee-Manager does not need to raise equity to finance the Mitsui Vessels and the first Hanjin Vessel. For the remaining Vessels, the Trustee-Manager intends to fund it with either debt, equity, available cash reserves, excess cash from operations or any combination thereof. The timing and sizing of such equity financing will depend on prevailing market conditions and the delivery schedule of the Vessels. See Section 6 (Equity Fund Raising) for more details.

5.

DETAILS OF THE CREDIT FACILITIES

5.1

Debt Financing. The Trustee-Manager has obtained the following signed term sheets, which are subject to, inter alia, final legal documentation: 5.1.1

a secured amortizing term loan / revolving credit facility of US$288.0 million (the “First Facility”);

5.1.2

a partially revolving term loan facility of US$103.5 million (the “Second Facility”); 19

5.2

5.3

5.1.3

a secured reducing revolving credit facility of US$106.0 million (the “Third Facility”); and

5.1.4

an increase in the IPO Facility by US$130.0 million (the “Top Up Facility”)

The First Facility. The First Facility is intended to partially finance the acquisition cost of the Mitsui Vessels and is divided into five equal loan tranches, with each loan tranche secured by a Mitsui Vessel. Some of the salient terms of the First Facility (based on the signed term sheet) are as follows: 5.2.1

The loan tranche for each Mitsui Vessel is split into two sub-tranches, namely a term loan subtranche of up to US$43.2 million and a revolving credit sub-tranche of up to US$14.4 million. The final maturity of each term loan sub-tranche and revolving credit sub-tranche is 10 years and five years respectively from the date of delivery of the relevant Mitsui Vessel.

5.2.2

The drawdown for each term loan sub-tranche shall be made in one lump sum on the delivery date of the relevant Mitsui Vessel, while each revolving credit sub-tranche is available for multiple drawdowns on a revolving basis over a period commencing from the delivery date of the relevant Mitsui Vessel to 59 months thereof, or the expiry of the time charter with Mitsui O.S.K. Lines, Ltd., whichever is earlier.

5.2.3

Interest on the amount drawn under each loan tranche will be payable in arrears at the end of each interest period at a rate equal to 1.00% per annum over 3-month US$ LIBOR. An arrangement fee of 0.75% on the final facility amount is payable within seven days from the date of the loan documentation. A commitment fee is also payable semi-annually in arrears at the rate of 0.30% per annum on the unutilized and uncancelled balance under the First Facility.

5.2.4

Each term loan sub-tranche shall be repaid by 21 quarterly installments commencing from the fifth anniversary of the delivery date of the relevant Mitsui Vessel, with the first installment being US$1.5 million, and the remaining 20 installments being US$1.2 million each, with a balloon repayment of US$17.7 million or any balance outstanding being repaid with the final installment. Each revolving credit sub-tranche is reduced by 10% of its original amount, i.e. US$1.44 million, every six months starting six months from the delivery date of the relevant Mitsui Vessel.

The Second Facility. The Second Facility is intended to partially finance the acquisition cost of the first two Hanjin Vessels, namely Hull No. YZJ2006-737 and Hull No. YZJ2006-738, and is divided into two equal loan tranches, with each loan tranche secured by the relevant Hanjin Vessel. Some of the salient terms of the Second Facility (based on the signed term sheet) are as follows: 5.3.1

The loan tranche for each of the Vessels, Hull No. YZJ2006-737 and Hull No. YZJ2006-738 is split into two sub-tranches, namely a term loan sub-tranche of up to US$37.95 million and a reducing revolver sub-tranche of up to US$13.8 million. The maturity date for each term loan sub-tranche and each reducing revolver sub-tranche is 12 years and four years respectively from the delivery of the respective Hanjin Vessel.

5.3.2

Drawdown for each term loan sub-tranche shall be made in one lump sum on the delivery date of the relevant Hanjin Vessel, while each reducing revolver sub-tranche is available for multiple drawdowns on a revolving basis over a period commencing from the delivery date of the relevant Hanjin Vessel to four years after such delivery date.

5.3.3

Interest on the amount drawn under each loan tranche will be payable at the end of each interest period at a margin over 3, 6 or 12-month US$ LIBOR for each term loan sub-tranche and for each reducing revolver sub-tranche, or such other period as agreed by the arranger of the Second Facility, provided that where the interest period is longer than three months, interest will be payable quarterly in arrears. The margin for each term loan sub-tranche is 0.95% per annum and the margin for each reducing revolver sub-tranche is 1.15% per annum.

5.3.4

The maximum facility amount would be underwritten and an underwriting fee of 0.20% is payable on the signing of the loan agreement. An arrangement fee of 0.40% on the maximum facility amount is also payable on signing of the loan agreement and a commitment fee is payable quarterly in arrears and on each drawdown at the rate of 0.30% per annum on the undisbursed maximum facility amount.

5.3.5

Each term loan sub-tranche shall be repaid by 32 quarterly installments of US$862,500 each, commencing 51 months after the delivery date of the relevant Hanjin Vessel. The balloon of US$10.35 million is to be repaid together with the final installment. Each reducing revolver 20

sub-tranche shall be repaid in 16 quarterly installments of US$862,500 each commencing three months after the delivery date of the relevant Hanjin Vessel. 5.4

5.5

The Third Facility. The Third Facility is intended to partially finance the acquisition cost of the remaining two Hanjin Vessels, namely Hull No. YZJ2006-739 and Hull No. YZJ2006-740 and secured by these two Hanjin Vessels. Some of the salient terms of the Third Facility (based on the signed term sheet) are as follows: 5.4.1

The total facility amount of up to US$106.0 million is available for multiple drawdowns on a revolving basis over a period commencing on the delivery date of the relevant Hanjin Vessel and continuing until the maturity date or until such date as the total facility amount is completely drawn down. The maturity date will be eight years after the initial drawdown.

5.4.2

Interest on the amount drawn under the Third Facility will be payable quarterly in arrears at 1.00% per annum over 1, 3 or 6-month US$ LIBOR at the Trustee-Manager’s choice, provided that the Trustee-Manager may not select a 1-month interest period more than three times a year. An arrangement fee of 0.70% of the facility amount shall be payable upon signing of the Third Facility. A commitment fee is also payable quarterly in arrears accruing from the date of the Trustee-Manager signing the facility agreement at the rate of 0.35% per annum on any initially undrawn facility amount.

5.4.3

The Third Facility shall be reduced on each 28th February, 31st May, 31st August and 30th November from the date falling at least three months after the delivery of the fourth Hanjin Vessel, Hull No. YZJ2006-740, by equal quarterly reductions each in a total amount ensuring a balloon repayment equal to an amount representing a 18-year loan profile from delivery of each respective Hanjin Vessel. Any outstanding balance shall be repaid in full on the maturity date.

The Top Up Facility. The Top Up Facility is intended to partially finance the acquisition cost of the Mitsui Vessels and the Hanjin Vessels, and is secured by the Existing Fleet. Some of the salient terms of the Top Up Facility (based on the signed term sheet) are as follows: 5.5.1

The total facility amount of up to US$130.0 million is available for nine drawdowns. Each drawdown shall take place no later than 30 December 2009 with at least three business days prior written notice. The notice of drawdown shall specify the relevant Mitsui Vessel or Hanjin Vessel in respect of which the drawdown is being made, and the amount of drawdown applicable to such Vessel.

5.5.2

The maturity date of the Top Up Facility is two years from the signing of the Top Up Facility documentation or 30 April 2010, whichever is earlier.

5.5.3

The facility amount is to be repaid in full on the maturity date of the Top Up Facility, although Rickmers Maritime may make voluntary prepayments, in whole or in part, in multiples of US$1.0 million.

5.5.4

Interest will be payable at a rate equal to 1.20% per annum over 1, 3, 6 or 12-month US$ LIBOR on a roll-over basis. Interest shall be payable on the last day of an interest period, and in the case of interest periods longer than three months, interest shall be payable at the end of every three month period. An arrangement fee of 0.20% of the facility amount is payable on the signing of the loan documentation and a commitment fee is payable quarterly in arrears on the last day of each quarter at the rate of 0.25% per annum on the undrawn amounts under the Top Up Facility. An up-front non-refundable fee of 0.30% of the facility amount is also payable on signing of the amendment of the existing facility agreement.

5.5.5

The mandated lead arranger of the Top Up Facility shall, until the earlier of the completion of the syndication of the Top Up Facility and 31 December 2008, be entitled to change the pricing, terms and/or structure of the Top Up Facility if the mandated lead arranger determines that such changes are advisable to ensure a successful syndication of the Top Up Facility.

6.

EQUITY FUND RAISING

6.1

Structure. Although certain assumptions as to the timing of the Equity Fund Raising have been made in the Consolidated Profit Forecast and Projections in Appendix B of this Circular, the structure and timing of the Equity Fund Raising have not been determined or finalised. Assuming that the Trustee-Manager 21

decides to carry out the Equity Fund Raising, the Equity Fund Raising may (at the Trustee-Manager’s absolute discretion) occur on one or more occasions over the course of the validity period of the mandate to issue New Securities under the Equity Fund Raising and comprise any one or a combination of: 6.1.1

an offering to institutional and other investors by way of a placement (the “Placement”);

6.1.2

a non-renounceable preferential offering to Unitholders (the “Preferential Offering”) as at a books closure date to be determined by the Trustee-Manager;

6.1.3

an offering to the public in Singapore through automated teller machines (the “ATM Offering”); and/or

6.1.4

any other forms of capital raising (including, for illustrative purposes and without limitation, a renounceable Preferential Offering, a rights issue6, an issue of convertible bonds7 and an issue of warrants) which the Trustee-Manager may deem appropriate in the circumstances and having considered the then prevailing market conditions,

in each case at an issue price or conversion or exercise price to be determined by the Trustee-Manager and the relevant underwriters and/or placement agents, so as to raise gross proceeds of up to US$650 million in aggregate. The Trustee-Manager will determine the most appropriate structure of the Equity Fund Raising having regard to, among other things, market conditions at the relevant time. When the TrusteeManager finalises any plans in relation to the Equity Fund Raising, it will make prompt disclosure of the terms and financial effects of each tranche of the Equity Fund Raising via SGXNet as soon as practicable, as well as any other relevant announcements in relation to such details at the appropriate time. 6.2

Issue Price, Conversion Price or Exercise Price. The issue price, conversion price or exercise price at which New Securities may be offered and issued pursuant to the Equity Fund Raising will be determined by the Trustee-Manager and the relevant underwriters and/or placement agents closer to the date of commencement of any Equity Fund Raising. The New Securities may be offered at different offer prices pursuant to different tranches of the Equity Fund Raising, but New Securities will be offered at the same price for each tranche. The Trustee-Manager presently expects that the Equity Fund Raising will occur on more than one occasion over the course of the delivery of the Additional Contracted Fleet within the validity period of the mandate to issue New Securities under the Equity Fund Raising. The issue price at which New Common Units and the conversion price or exercise price at which the New Securities may be offered and issued pursuant to the Equity Fund Raising is likely to differ on each occasion when the Equity Fund Raising is undertaken, based on the prevailing Unit price at the time and overall equity market conditions at that time.

6.3

New Common Units. The number of New Common Units to be issued under the Equity Fund Raising will depend on the price at which New Securities will be offered pursuant to the Equity Fund Raising. The New Common Units to be issued under the Equity Fund Raising (including the New Common Units to be issued pursuant to the conversion of New Securities issued under the Equity Fund Raising) will rank pari passu in all respects with the other Common Units in issue, except that such New Common Units shall not be entitled to any distributions the record date of which falls prior to the date of their issue.

6.4

Use of Proceeds. Rickmers Maritime will apply the proceeds of the Equity Fund Raising to: 6.4.1

partially finance the Proposed Acquisition or to repay borrowings used to finance the Purchase Price of the Vessels as described in Section 5 (Details of the Credit Facilities). This would lower Rickmers Maritime’s gearing ratio which the Trustee-Manager believes will enable Rickmers Maritime to have flexibility to obtain additional debt financing in the future at competitive borrowing cost; and

6 A rights issue would involve an offer to Unitholders of rights to subscribe for New Securities at a certain subscription price. Each Unitholder would, subject to compliance with applicable laws, be entitled to a certain number of rights based on the number of Units held by him as at a record date to be determined. The rights would be renounceable and may be sold by entitled Unitholders on the SGX-ST. 7 An issue of convertible bonds would involve an offer of bonds which are convertible into New Common Units at a certain conversion price (which be subject to customary anti-dilution protections) over a certain conversion period. Convertible bonds may or may not be interest-bearing.

22

6.4.2

pay for the fees and expenses (including any underwriting and selling commissions and professional and other fees and expenses) incurred by it in connection with the Equity Fund Raising and other working capital purposes.

The Trustee-Manager will announce via SGXNet the use of the proceeds raised from the Equity Fund Raising as and when they are materially disbursed, as well as provide a status report on the use of the proceeds raised from the Equity Fund Raising in the annual report of Rickmers Maritime. 6.5

Validity Period of Mandate for the Equity Fund Raising. The mandate to issue New Securities under the Equity Fund Raising is valid until the delivery of the final Vessel of the Additional Contracted Fleet. During this period, Rickmers Maritime may carry out any or a combination of a Placement, Preferential Offering, ATM Offering or other forms of capital raising on one or more occasions. Rickmers Maritime will make the relevant announcements in relation to the details of the Equity Fund Raising at the appropriate time.

6.6

Compliance with the Listing Manual. Each tranche of the Equity Fund Raising must comply with the applicable rules set out in the Listing Manual, including Part IVof Chapter 8 of the Listing Manual, unless prior approval of the SGX-ST and/or Unitholders is obtained for non-compliance with such rules. 6.6.1

6.6.2

Discount to the Issue Price or Conversion Price. Pursuant to Rule 811 of the Listing Manual, in terms of the pricing of New Securities to be issued in connection any tranche of the Equity Fund Raising: 6.6.1.1

an issue of New Securities, other than a rights issue, must not be priced at more than 10% discount to the weighted average price of the Units for trades done on the SGXST for the full market day on which the placement or subscription agreement is signed8;

6.6.1.2

if the conversion price of the New Securities is fixed, the price must not be more than 10% discount to the prevailing market price of the underlying Units prior to the signing of the placement or subscription agreement; and

6.6.1.3

if the conversion price of the New Securities is based on a formula, any discount in the price-fixing formula must not be more than 10% of the prevailing market price of the underlying Units before conversion.

Restriction on Placement to Certain Persons. Under Rule 812 of the Listing Manual, an issue of New Securities, other than a rights issue, must not be placed to the following persons: 6.6.2.1

the Directors and the Substantial Unitholders;

6.6.2.2

the spouse, children, adopted children, step-children, siblings and parents of the Directors and the Substantial Unitholders;

6.6.2.3

substantial shareholders, related companies (as defined in Section 6 of the Companies Act), associated companies and sister companies of the Substantial Unitholders;

6.6.2.4

corporations in whose shares the Directors and the Substantial Unitholders have an aggregate interest of at least 10%; and

6.6.2.5

any person, who in the opinion of the SGX-ST, falls within Sections 6.6.2.1 to 6.6.2.4,

although the SGX-ST may agree to a placement to the above persons if specific Unitholder approval for such a placement has been obtained. The SGX-ST may also agree to a placement to a person in Sections 6.6.2.2 to 6.6.2.4 if satisfied that the person is independent and is not under the control or influence of any of the Directors or Substantial Unitholders. 6.6.3

Preferential Offering. Notwithstanding the above, Part IV of Chapter 8 of the Listing Manual would not apply to a Preferential Offering that provides for Unitholders to subscribe for excess allocations under the Preferential Offering and which is on a pro-rata basis to all Unitholders, although Rule 877(10) of the Listing Manual must be complied with for excess allocations (if any) under the Preferential Offering. Rule 877(10) of the Listing Manual requires

8 Where trading in the Units is not available for a full market day, the weighted average price must be based on the trades done on the preceding market day up to the time the placement agreement is signed.

23

that preference be given to the rounding of odd lots and for the Directors and Substantial Unitholders to rank last in priority for allocations. This means that the Directors and the Substantial Unitholders can participate in such a Preferential Offering without seeking specific Unitholders’ approval. Conversely, if Rule 877(10) of the Listing Manual is not complied with and/or the only persons entitled to subscribe for excess allocations in a Preferential Offering are the Directors and/or the Substantial Unitholders, then Part IV of Chapter 8 of the Listing Manual must be complied with, unless specific Unitholders’ approval has been obtained. In the event there is a Preferential Offering:

6.6.4

6.6.3.1

where the Preferential Offering is underwritten, the underwriter(s) will not invoke any force majeure clause in the underwriting agreement upon commencement of expreferential trading of the Units on the SGX-ST; and

6.6.3.2

where the Preferential Offering is not underwritten, the Preferential Offering will not be withdrawn upon the commencement of ex-preferential trading of the Units on the SGX-ST.

Rights Issue. If a rights issue is included as part of the Equity Fund Raising, and such rights issue is underwritten, Rule 818 of the Listing Manual does not permit the underwriting agreement to be terminated by reason of a force majeure which occurs after the commencement of ex-rights trading of the Units on the SGX-ST.

6.7

Consequential Adjustment to the Distribution Period. In connection with the Equity Fund Raising, the Trustee-Manager may decide to make adjustments to the distribution period on the Units which may include, among others, a cumulative distribution or an advance distribution, or other adjustments to ensure fairness to holders of the then existing Units. Further details pertaining to any adjustments to the distribution period, if any, will be announced at the relevant time together with details on the Equity Fund Raising.

7.

FINANCIAL INFORMATION RELATING TO RICKMERS MARITIME AND THE PROPOSED ACQUISITION

7.1

Unaudited Pro Forma NAV The pro forma financial effects of the Proposed Acquisition on the NAV per Unit as at 31 December 2007, as if the Proposed Acquisition was completed on 31 December 2007, prepared for illustrative purposes only and based on the assumptions described in Appendix B of this Circular, are as follows: As at 31 December 2007 Existing Fleet

Enlarged Fleet

NAV (US$’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1)

418,713

904,213(2)

Units in Issue (’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

423,675(3)

1,048,675(4)

NAV per Unit (US$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.988

0.862

Notes: (1) Based on the audited financial statements as at 31 December 2007 and adjusted assuming ITAL Fiducia is delivered on 31 December 2007. (2) Based on the Existing Fleet NAV and adjusted for the impact arising from the Proposed Acquisition. (3) Actual number of Units in issue as at 31 December 2007 and adjusted assuming the issuance of 33.438 million Units to Polaris for the purchase of CMA CGM Onyx. (4) Based on the Existing Fleet Units in issue and adjusted for the impact of the New Common Units issued under an assumed Equity Fund Raising of US$500 million at an assumed issue price of US$0.80 per New Common Unit. The closing price of the Common Units on the SGX-ST as at 31 December 2007 was also US$0.80 per Common Unit (based on the exchange rate of S$1.43721 to US$1.00).

7.2

DPU The base DPU is currently US$0.0214 per Unit per quarter. The forecast and projections as set out in Appendix B of this Circular reflect an increase in the distributable cash flow which would enable Rickmers Maritime to increase its DPU during the Forecast Period 2008 and Projection Years 2009 and 2010. The Trustee-Manager intends to optimize the DPU for the benefit of the Unitholders based on an 24

appropriate debt and equity structure. Notwithstanding the above, Unitholders should note that an increase in distributable cash flow may not result in an increase in DPU. 7.3

Consolidated Profit Forecast and Projections Existing Fleet

Enlarged Fleet

Projection Year


2009

Projection Year


2010

US$ thousands

2009

2010

US$ thousands

Revenue. . . . . . . . . . . . . . . . . .

46,286

91,627

91,809

59,684

152,703

210,227

Other Income(1) . . . . . . . . . . . .

4,690

9,738

10,185

4,620

9,456

9,757

— Depreciation. . . . . . . . . . . . .

(12,158)

(24,315)

(24,319)

(15,779)

(39,033)

(54,438)

— Amortisation of favourable charter contracts . . . . . . . . . .

(256)

(512)

(512)

(256)

(512)

(512)

— Vessel operating expenses . . .

(9,619)

(19,583)

(21,231)

(12,420)

(32,369)

(44,878)

— Trustee-Manager fees . . . . . .

(1,217)

(2,425)

(2,474)

(1,337)

(2,974)

(3,630)

— Other trust expenses . . . . . . .

(343)

(678)

(679)

(442)

(1,130)

(1,556)

(3,500)

(3,500)

Expenses:

— Transaction fees . . . . . . . . . .

0

0

0

0

— Finance cost . . . . . . . . . . . . .

(8,972)

(17,944)

(17,944)

(15,356)

(39,613)

(51,830)

Total expenses . . . . . . . . . . . . .

(32,565)

(65,457)

(67,159)

(45,590)

(119,131)

(160,344)

Profit before income tax . . . . .

18,411

35,908

34,835

18,714

43,028

59,640

........

0

0

0

0

0

0

Net profit . . . . . . . . . . . . . . . .

18,411

35,908

34,835

18,714

43,028

59,640

Weighted average number of Units (thousands)(3) . . . . . . . .

423,675

423,675

423,675

423,675

573,675

848,675

Earnings per Unit (US cents)(4) . .

4.35

8.48

8.22

4.42

7.50

7.03

(2)

Income tax expense

Notes: (1) Other income consists of interest income and amortisation of deferred income from charter contracts. (2) No income tax has been provided for on qualifying chartering and qualifying dividend income from Approved Special Purpose Vehicles, which is exempt under the Maritime Finance Incentive (the “MFI”). The MFI was introduced during the Singapore Budget 2006 to encourage the development of ship financing activities in Singapore. Under the MFI, Rickmers Maritime has been conferred the Approved Shipping Investment Enterprise status with effect from 4 May 2007, the date of its initial public offering, for a period of 10 years, subject to a review at the end of the fifth year of the incentive, and Rickmers Maritime’s special purpose companies will be regarded as Approved Special Purpose Vehicles with effect from the date of their approval as Approved Special Purpose Vehicles. (3) The increase in the number of Units is based on assumed Equity Fund Raising exercises raising an aggregate of US$500 million in gross proceeds at an assumed issue price of US$0.80 per New Common Unit for the Forecast Period 2008 and Projection Years 2009 and 2010. (4) Earnings per Unit includes non-cash items that have no impact on the cash flow from earnings available for distribution.

25

7.4

Forecast and Projections of Cash Flow from Earnings Available for Distribution(1) Existing Fleet Forecast Period 2008

Enlarged Fleet


2010


US$ thousands Net Profit . . . . . . . . . . . . . . . . . . . .


2010

US$ thousands

18,411

35,908

34,835

18,714

43,028

59,640

Depreciation . . . . . . . . . . . . . . . . .

12,158

24,315

24,319

15,779

39,033

54,438

Amortisation of favourable charter contracts . . . . . . . . . . . . . . . . . .

256

512

512

256

512

512

Amortisation of debt issuance costs . . . . . . . . . . . . . . . . . . . .

36

72

72

410

820

780

Transaction fees . . . . . . . . . . . . . .

0

0

0

0

3,500

3,500

Add:

Less: Drydocking cash reserves(2) . . . . . .

(619)

(1,225)

(1,235)

(795)

(2,034)

(3,012)

Deferred income from charter contracts . . . . . . . . . . . . . . . . . .

(4,371)

(8,742)

(8,742)

(4,371)

(8,742)

(8,742)

Cash flow from earnings available for distribution . . . . . . . . . . . . . .

25,871

50,840

49,761

29,993

76,117

107,116

Cash flow from earnings available for distribution per Unit (US cents) . . . . . . . . . . . . . . . . . . . . .

6.11

12.00

11.75

7.08

13.27

12.62

Cash flow from earnings available for distribution per Unit accretion(3) . . . . . . . . . . . . . . . . .

—

—

—

15.88%

10.58%

7.40%

Notes: (1) The cash flow from earnings available for distribution is arrived after adjusting for non-cash items of depreciation, amortisation of favourable charter contracts, amortisation of debt issuance costs and deferred income from charter contracts as well as drydocking cash reserves. (2) The drydocking cash reserves refers to cash set aside for future drydocking cost of each Vessel at each period, i.e. the Forecast Period 2008 and Projection Years 2009 and 2010. (3) The cash flow from earnings available for distribution per Unit accretion measures the percentage increase in the distributable cash flow per Unit from the Enlarged Fleet over the Existing Fleet for each period. The Trustee-Manager expects that the increased distributable cash flow would enable Rickmers Maritime to increase its distribution per Unit during the Forecast Period 2008 and Projection Years 2009 and 2010.

The forecast and projections must be read together with the accompanying assumptions and sensitivity analysis in Appendix B of this Circular, and the report of the Reporting Auditors (who have examined the Consolidated Profit Forecast and Projections) in Appendix C of this Circular. 8.

EXTRAORDINARY GENERAL MEETING

8.1

Date and Time. The EGM will be held on 5 May 2008 at 1 Raffles Boulevard, Suntec City, Meeting Room 308, Level 3, Singapore 039593 at 3.00 p.m. for the purpose of considering and, if thought fit, passing, with or without amendment, the Ordinary Resolutions set out in the notice of the EGM. Notice of the EGM is set out on pages 73 to 74 of this Circular.

8.2

Resolutions Proposed. At the EGM, the following Ordinary Resolutions will be proposed for the approval of Unitholders:

8.3

8.2.1

to approve the Proposed Acquisition; and

8.2.2

to approve the issue of New Securities pursuant to the Equity Fund Raising.

Ordinary Resolution 1 — Proposed Acquisition of the Additional Contracted Fleet. As the Proposed Acquisition is an interested person transaction and exceeds the threshold stated in Chapter 9 of the Listing Manual, it is subject to the approval of Unitholders on the terms set out in Ordinary Resolution 1 (Proposed Acquisition of the Additional Contracted Fleet). 26

The passing of Ordinary Resolution 1 is contingent upon Ordinary Resolution 2 being passed. 8.4

Ordinary Resolution 2 — Proposed Issue of New Securities Pursuant to the Equity Fund Raising. The Trust Deed, read together with the Listing Manual, provides that specific prior approval of Unitholders by Ordinary Resolution is required for an issue of new Units if the number of such new Units (together with any other issue of Units, other than by way of a rights issue offered on a pro-rata basis to all existing Unitholders, in the same financial year) would, immediately after the issue, exceed 20.0% of the outstanding Units. Depending on the issue price, the number of New Securities to be issued in each tranche or in aggregate pursuant to the Equity Fund Raising may, immediately after issue, exceed 20.0% of the outstanding Units. Accordingly, the Trustee-Manager is seeking the approval of Unitholders for an issue of the New Securities for the purpose of the Equity Fund Raising on the terms set out in Ordinary Resolution 2 (Proposed Issue of New Securities Pursuant to the Equity Fund Raising). The passing of Ordinary Resolution 2 is contingent upon Ordinary Resolution 1 being passed. This Circular contains forward-looking financial information in Appendix B (Consolidated Profit Forecast and Projections) and other sections. Unitholders should note that such forward-looking statements and financial information and statements are based on the assumptions as set out in Appendix B of this Circular. As these statements and financial information reflect the TrusteeManager’s current views concerning future events, these statements and financial information necessarily involve risks, uncertainties and assumptions. Unitholders should note that such assumptions may change depending on the condition of, and changes in, domestic, regional and global economies; interest rate trends; cost of capital and capital availability; competition in the global shipping market; general market conditions and shipping market trends, including charter rates and various factors affecting supply and demand; changes in operating expenses, unforeseen expenses, number of off-hire days and drydocking requirements; changes in government laws and regulations affecting Rickmers Maritime and other matters not yet known to the Trustee-Manager or not currently considered material by the Trustee-Manager. Actual future performance could differ materially from these forward-looking statements and financial information. Unitholders should note if they approve Ordinary Resolution 2 (Proposed Issue of New Securities Pursuant to the Equity Fund Raising), such approval will remain valid even if the actual future performance of Rickmers Maritime differs materially from these forward-looking statements and financial information.

9.

RECOMMENDATIONS

9.1

Ordinary Resolution 1 — Proposed Acquisition of the Additional Contracted Fleet. Having considered the terms of the Proposed Acquisition and the opinion of the Independent Financial Adviser (as set out in the Independent Financial Adviser’s Letter in Appendix E of this Circular), Mrs. Suet Fern Lee, Mr. How Teck Lim and Mr. Andreas Sohmen-Pao, being the Independent Directors, are of the opinion that the Proposed Acquisition is based on normal commercial terms and would not be prejudicial to the interests of Rickmers Maritime and its minority Unitholders. Accordingly, the Independent Directors recommend that Unitholders VOTE IN FAVOUR of Ordinary Resolution 1 (Proposed Acquisition of the Additional Contracted Fleet).

9.2

Ordinary Resolution 2 — Proposed Issue of New Securities Pursuant to the Equity Fund Raising. Having considered the terms of the Equity Fund Raising, the Directors are of the opinion that the Equity Fund Raising is in the interests of Rickmers Maritime and its Unitholders and recommend that Unitholders VOTE IN FAVOUR of Ordinary Resolution 2 (Proposed Issue of New Securities Pursuant to the Equity Fund Raising).

10.

PROHIBITION FROM VOTING

10.1

Rule 919 of the Listing Manual. Rule 919 of the Listing Manual prohibits Interested Persons and their associates (as defined in the Listing Manual) from voting on a resolution in relation to a matter in respect of which such persons are interested in at the EGM.

10.2

Relationship between Mr. Bertram R.C. Rickmers, the Rickmers Group and the Trustee-Manager. As at the Latest Practicable Date, Mr. Bertram R.C. Rickmers, the Chairman and Non-Independent Director of the Trustee-Manager, controls the Rickmers Group by holding 94% of each of Rickmers Holding, which is the holding company of the Trustee-Manager, and of Pacific Holdings. As at the Latest 27

Practicable Date, Rickmers Holding has an interest in 74,047,000 Units, representing approximately 17.48% of the issued Units of Rickmers Maritime, and Pacific Holdings owns 100% of Polaris, which in turn holds 66,182,000 Units, representing approximately 15.62% of the issued Units of Rickmers Maritime. Accordingly, Mr. Bertram R.C. Rickmers is deemed to have an interest in 140,229,000 Units representing approximately 33.10% of the total number of Units in issue, as at the Latest Practicable Date. Mr. Bertram R.C. Rickmers is also a director of both Rickmers Holding and Pacific Holdings. 10.3

Prohibition from Voting by the Rickmers Group. As at the Latest Practicable Date, Mr. Bertram R.C. Rickmers is deemed to have an interest in 33.10% of the issued Units of Rickmers Maritime. For the purposes of Chapter 9 of the Listing Manual, Mr. Bertram R.C. Rickmers (being a Director of the TrusteeManager and a controlling Unitholder) is an Interested Person of Rickmers Maritime. Accordingly, Mr. Bertram R.C. Rickmers will abstain and will ensure that the Rickmers Group will abstain from voting at the EGM on Ordinary Resolution 1 (Proposed Acquisition of the Additional Contracted Fleet). Associates (as defined in the Listing Manual) of Mr. Bertram R.C. Rickmers and the Rickmers Group are also required to abstain from voting at the EGM or Ordinary Resolution 1 (Proposed Acquisition of the Additional Contracted Fleet).

11.

ACTION TO BE TAKEN BY UNITHOLDERS If you are a Unitholder, and wish but are unable to attend the EGM, you may appoint a proxy to attend and vote on your behalf. To appoint a proxy, please complete, sign and return the proxy form issued to Unitholders (“Proxy Form”) in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach one of the places specified in the Proxy Form not less than 48 hours before the time for holding the EGM, namely, by 3.00 p.m. on 3 May 2008. Completing and returning a Proxy Form will not prevent you from attending and voting in person at the EGM if you subsequently wish to do so. In respect of Ordinary Resolution 1 (Proposed Acquisition of the Additional Contracted Fleet), Interested Persons must decline to accept appointment as proxies unless the Unitholder concerned has specific instructions in the Proxy Form as to the manner in which his votes are to be cast in respect of Ordinary Resolution 1.

12.

DIRECTORS’ RESPONSIBILITY STATEMENT The Directors collectively and individually accept responsibility for the accuracy of the information given in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and opinions expressed in this Circular are fair and accurate in all material respects as at the date of this Circular and there are no material facts the omission of which would make any statement in this Circular misleading in any material respect. Where information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Circular. The consolidated financial information set out in Section 7 above and in Appendix B of this Circular have been stated by the Directors after due and careful enquiry.

13.

ADDITIONAL INFORMATION Please refer to Appendix F for certain additional information relevant to the matters and proposals set out in this Circular.

Yours faithfully, RICKMERS TRUST MANAGEMENT PTE. LTD. (as trustee-manager of Rickmers Maritime)

Mr. Bertram R.C. Rickmers Chairman 17 April 2008 28

APPENDIX A INFORMATION ON THE ADDITIONAL CONTRACTED FLEET AND THE EXISTING FLEET 1.

ADDITIONAL CONTRACTED FLEET

1.1

General. The Additional Contracted Fleet consists of the Mitsui Vessels, the Hanjin Vessels and the Maersk Vessels to be acquired from the VesselCos. All the Vessels are currently or will be under construction pursuant to shipbuilding contracts between the relevant VesselCos and the relevant shipyards. The Mitsui Vessels are being built at the shipyard of Dalian Shipyard Co., Ltd. in Dalian, China. The Hanjin Vessels are being built at the shipyard of Jiangsu New Yangzijiang Shipbuilding Co., Ltd. in Jiangsu, China. The Maersk Vessels are being built at the shipyard of Hyundai Heavy Industries Co., Ltd. in Ulsan, South Korea. The Vessels will be delivered by the respective VesselCos to Rickmers Maritime on a back-to-back basis with the underlying shipbuilding contracts, on the day when such VesselCos take delivery of the Vessels from the relevant shipyards. The warranty of the shipyard and all other rights and benefits accruing to the relevant VesselCos under the shipbuilding contracts for such Vessels, together with the obligation to take a guarantee engineer of the shipyard on board for the time of the warranty period and to pay his remuneration, will be transferred to Rickmers Maritime, to the extent the shipyard agrees to such transfer. If the consent of the shipyard is not obtained for the assignment and such rights are not transferred, the relevant VesselCo is obliged to enforce such rights on behalf of Rickmers Maritime. Rickmers Maritime will enter into novation agreements with the VesselCos and the charterers of the Additional Contracted Fleet for the novation of the charter agreements for each Vessel to Rickmers Maritime upon the completion of the acquisition of such Vessel by Rickmers Maritime.

1.2

Vessel Specification. Each of the Mitsui Vessels and the Hanjin Vessels is expected to have a capacity of 4,250 TEU, to be about 260 metres in length and 32.25 metres in breadth and to have a cargo carrying capacity of approximately 50,000 metric tonnes. The MAN B&W 49,720 horsepower fuel-efficient engines will allow each Vessel to sail at a service speed of 24.5 knots. The Maersk Vessels will be built based on Hyundai Heavy Industries Co., Ltd.’s design for 13,100 TEU containerships, with a length of 366 metres, breadth of 48.2 metres and a cargo carrying capacity of about 140,530 metric tonnes. The Maersk Vessels will be powered by the fuel efficient Wa¨rtsila¨ 12 RT-flex 96C 93,350 horsepower engines allowing each Vessel to sail at a service speed of 24.3 knots.

1.3

Classification. The Mitsui Vessels are designed and are being constructed, inspected and tested in accordance with the rules and regulations of and under special survey of Lloyd’s Register. The Hanjin Vessels as well as the Maersk Vessels are designed and are being constructed, inspected and tested in accordance with the rules and regulations of and under special survey of Germanischer Lloyd. The Trustee-Manager intends to change the classification society for the Mitsui Vessels from Lloyd’s Register to Germanischer Lloyd as soon as practicable upon delivery.

1.4

Delivery. Rickmers Maritime will take delivery of each Vessel currently under construction upon its completion and inspection, and its purchase by the relevant VesselCos. Each shipbuilding contract stipulates the date by which the Vessel is to be delivered by the relevant shipyard, although the actual delivery date can either by brought forward or delayed by the shipyard. Delivery will be effected upon acceptance by the relevant VesselCos of the Vessel, in consultation with Rickmers Maritime, and by the concurrent delivery by each party of the protocol of delivery and acceptance of the Vessel and, once accepted by the relevant VesselCos, the Vessel will pass to Rickmers Maritime on the same day pursuant to the terms of the relevant Memorandum of Agreement.

1.5

Purchase Price. On delivery of a Vessel in accordance with the terms of its respective shipbuilding contract, the purchase price will be adjusted by way of liquidated damages for, among others, delayed delivery of the Vessel or for a deficiency in the speed, fuel consumption, deadweight or container capacity of the constructed Vessel. The purchase price under the relevant Memorandum of Agreement will reflect such adjustments with regard to liquidated damages paid by the shipyard to the VesselCo for delay less the additional costs incurred by the relevant VesselCo for financing and supervision due to the delayed delivery of the Vessel, as well as liquidated damages for insufficient speed, excessive fuel consumption, deficiency in deadweight and/or insufficient homogeneous container intake at 14 mt/TEU. An adjustment to the purchase price will not be made for permissible delay, which is a delay that results for example from force majeure events such as acts of God, fire or war. 29

1.6

Right of Recession or Cancellation of the Shipbuilding Contract. Each of the shipbuilding contracts allows the VesselCos to rescind or cancel the contract in certain circumstances. For instance, the relevant VesselCo may exercise its rescission or cancellation right if the delay in delivery of the Vessel is excessive, if the quality of the Vessel is not in compliance with the shipbuilding contract (including the vessel specification), if a total loss of the respective Vessel occurs or if insolvency proceedings prevent the shipyard from completing the construction of the Vessel. Pursuant to the Memoranda of Agreement, the VesselCos may only rescind or cancel the relevant shipbuilding contract under Rickmers Maritime’s written instruction. In such a case, the VesselCo will not be entitled to compensation under the shipbuilding contract, the relevant Memorandum of Agreement will become null and void and Rickmers Maritime will not be entitled to claim any compensation and any costs and expenses from the VesselCo and vice versa. There are also certain circumstances in which the shipyard may cancel a contract. For instance, the shipyard may exercise its cancellation right if the relevant VesselCo defaults in payment of an instalment of the purchase price or if the relevant VesselCo fails to take delivery of a Vessel that has been built in accordance with the terms of a shipbuilding contract. In such a case, Rickmers Maritime’s obligation to purchase the relevant Vessel will be cancelled.

1.7

Warranty. Generally, for a 12-month period that begins once a Vessel has been delivered to the relevant owner, the shipyard guarantees each Vessel against all defects that are due to, among others, defective materials, construction miscalculation or poor workmanship, provided that such defects are not the result of ordinary wear and tear or negligence on the part of the owner, its employees or agents. The shipyard will remedy at its cost any vessel defects that are guaranteed pursuant to the terms of the shipbuilding contract. The shipyard is not responsible for any consequential loss, damage or expense incurred by the relevant owner as a result of such defects. During the warranty period, the relevant owner is obliged to take a guarantee engineer of the shipyard on board.

1.8

Pre-Delivery Financing. Payments due under the shipbuilding contracts are financed by the VesselCos through advances under existing committed bank facilities. These bank facilities are currently secured by liens on the Vessels that will be discharged upon full repayment of principal and interest on amounts advanced under such facilities at the time of Rickmers Maritime’s purchase of each respective Vessel as required under the Memoranda of Agreement.

2.

SPECIAL PURPOSE COMPANIES

2.1

Each of the Vessels would be held by a separate special purpose company, wholly owned by the TrusteeManager. The following sets out a list of the special purpose companies as at the Latest Practicable Date. Name of Special Purpose Company

Name of Vessel

Olympia II Navigation Limited . . . . . . . MOL Dominance

Country of Incorporation

Date of Incorporation

Issued and Paid-up Capital

Marshall Islands

17 March 2008

US$1.00

Sui An Navigation Limited . . . . . . . . . . MOL Dedication

Marshall Islands

17 March 2008

US$1.00

Pingel Navigation Limited . . . . . . . . . . MOL Delight

Marshall Islands

17 March 2008

US$1.00

Ebba Navigation Limited . . . . . . . . . . . MOL Destiny

Marshall Islands

17 March 2008

US$1.00

Clan Navigation Limited . . . . . . . . . . . MOL Devotion

Marshall Islands

17 March 2008

US$1.00

India Navigation Limited . . . . . . . . . . . Hull No. YZJ2006-737

Marshall Islands

4 April 2008

US$1.00

Sui Tai Navigation Limited . . . . . . . . . . Hull No. YZJ2006-738

Marshall Islands

4 April 2008

US$1.00

Tanja Navigation Limited . . . . . . . . . . . Hull No. YZJ2006-739

Marshall Islands

4 April 2008

US$1.00

Schliemi Navigation Limited . . . . . . . . . Hull No. YZJ2006-740

Marshall Islands

4 April 2008

US$1.00

Edinburgh Navigation Ltd . . . . . . . . . . Maersk Edinburgh

Marshall Islands

10 April 2008

US$1.00

Emden Navigation Ltd . . . . . . . . . . . . . Maersk Emden

Marshall Islands

10 April 2008

US$1.00

Eindhoven Navigation Ltd . . . . . . . . . . Maersk Eindhoven

Marshall Islands

10 April 2008

US$1.00

Essen Navigation Ltd . . . . . . . . . . . . . Maersk Essen

Marshall Islands

10 April 2008

US$1.00

30

3.

EXISTING FLEET

3.1

Existing Fleet.

The following table sets out certain information on the Existing Fleet.

Flag

ITAL Fastosa . . . . . . . .

3,450

Marshall Islands

3 February 2006

Italia Marittima

5 February 2006

4 February 2014(3)

25,870

ITAL Festosa . . . . . . . .

3,450

Singapore

13 April 2006

Italia Marittima

15 April 2006

14 April 2014(3)

25,870

ITAL Fiducia . . . . . . . .

3,450

Marshall Islands

26 January 2007

Italia Marittima

29 January 2007

28 January 2015(3)

25,870

ANL Warringa . . . . . . .

4,250

Marshall Islands

29 January 2007

CMA CGM

31 January 2007

30 January 2015(4)

25,000

ANL Windarra . . . . . . .

4,250

Marshall Islands

9 March 2007

CMA CGM

10 March 2007

9 March 2015(4)

25,000

CMA CGM Azure . . . . .

4,250

Marshall Islands

11 July 2007

CMA CGM

12 July 2007

11 July 2015(4)

25,000

CMA CGM Purple . . . . .

4,250

Marshall Islands

1 October 2007

CMA CGM

2 October 2007

1 October 2015(4)

25,000

CMA CGM Jade . . . . . .

4,250

Marshall Islands

5 December 2007

CMA CGM

6 December 2007

5 December 2015(4)

27,000

CMA CGM Onyx . . . . . .

4,250

Singapore

28 December 2007

CMA CGM

29 December 2007

28 December 2015(4)

27,000

Maersk Djibouti . . . . . . .

5,060

Marshall Islands

9 December 2004

Maersk Line

12 December 2004

11 December 2012(2)

22,708

Name of Vessel

Date Built

Charterer

Commencement of Charter

Net Daily Time Charter Rate (US$)(1)

Capacity (TEU)

Expiry of Charter

Notes: (1) After deduction of brokerage fee, if any. (2) Maersk Line has an early termination option exercisable at any time by serving 120 days’ notice to Rickmers Maritime, provided that termination shall not be effective earlier than the end of the fifth year of the charter’s initial term. (3) ⫹/⫺ 60 days at the charterer’s option. (4) ⫹/⫺ 90 days at the charterer’s option.

31

APPENDIX B CONSOLIDATED PROFIT FORECAST AND PROJECTIONS Basis of Presentation The Consolidated Profit Forecast and Projections reflect the Trustee-Manager’s judgement as of the date of this Circular of conditions that the Trustee-Manager expects to exist and the course of action it expects to take during the Forecast Period 2008 and Projection Years 2009 and 2010. The Consolidated Profit Forecast and Projections do not reflect any additional vessel acquisitions that Rickmers Maritime may make beyond the Enlarged Fleet. The assumptions set out in this section of this Circular are those that the Trustee-Manager believes are significant to the Consolidated Profit Forecast and Projections. The Trustee-Manager believes the actual profit and cash flows will approximate those reflected in the Consolidated Profit Forecast and Projections; however, the Trustee-Manager can give Unitholders no assurance that its forecast or projected results will be achieved. There will likely be differences between the Consolidated Profit Forecast and Projections and Rickmers Maritime’s actual results, and those differences could be material. If the Consolidated Profit Forecast and Projections are not achieved, Rickmers Maritime may not be able to pay the US$0.0214 quarterly distribution or any other distribution on the Units. The Consolidated Profit Forecast and Projections are forward-looking statements based on the assumptions set out below in Section A of this Appendix. The assumptions have been reviewed and the computations have been examined by PricewaterhouseCoopers, the Reporting Auditors. Prospective investors in the Common Units should read the whole of this “Consolidated Profit Forecast and Projections” section together with the report set out in Appendix C of this Circular, “Reporting Auditors’ Report on the Consolidated Profit Forecast and Projections”. Based on the current Unit price and equity market conditions, the Trustee-Manager intends to raise US$500 million at an assumed issue price of US$0.80 per Unit. If market conditions improve, the Trustee-Manager reserves the right to increase the equity to be raised to US$650 million. Rickmers Maritime’s indebtedness will be as disclosed in the assumptions set out in this section of the Circular, and bear interest at the rate agreed upon in the credit facilities and the interest rate swap agreements that Rickmers Maritime has entered into. These swap agreements are assumed to meet the criteria for hedge accounting under IFRS and it is assumed that there will not be any ineffective hedges. Any unhedged portion of the interest rate risk on Rickmers Maritime’s debt is assumed to be financed at the interest rate as set forth in the Consolidated Profit Forecast and Projections, during the Forecast Period 2008 and Projection Years 2009 and 2010. Unanticipated events may occur that could affect the actual results Rickmers Maritime achieves during the Forecast Period 2008 and Projection Years 2009 and 2010. Consequently, Rickmers Maritime’s actual results of operations, cash flows and financial condition during the Forecast Period 2008 and Projection Years 2009 and 2010 may vary from the Consolidated Profit Forecast and Projections and such variations may be material. Unitholders are cautioned not to place undue reliance on the Consolidated Profit Forecast and Projections and should make their own independent assessment of Rickmers Maritime’s future results of operations, cash flows and financial condition. Rickmers Maritime does not undertake any obligation to release publicly the results of any future revisions it may make to the Consolidated Profit Forecast and Projections or to update the Consolidated Profit Forecast and Projections to reflect events or circumstances after the date of this Circular.

32

Consolidated Profit Forecast and Projections Existing Fleet

Enlarged Fleet

Projection Year


2009

2010


US$ thousands Revenue . . . . . . . . . . . . . . . . . . . . . . . . . Other Income

(1)

....................


2010

US$ thousands

46,286

91,627

91,809

59,684

152,703

210,227

4,690

9,738

10,185

4,620

9,456

9,757

(12,158)

(24,315)

(24,319)

(15,779)

(39,033)

(54,438)

Expenses: — Depreciation . . . . . . . . . . . . . . . . . . . . — Amortisation of favourable charter contracts . . . . . . . . . . . . . . . . . . . . . . .

(256)

(512)

(512)

(256)

(512)

(512)

— Vessel operating expenses . . . . . . . . . . .

(9,619)

(19,583)

(21,231)

(12,420)

(32,369)

(44,878)

— Trustee-Manager fees . . . . . . . . . . . . . .

(1,217)

(2,425)

(2,474)

(1,337)

(2,974)

(3,630)

— Other trust expenses . . . . . . . . . . . . . . .

(343)

(678)

(679)

(442)

(1,130)

(1,556)

— Transaction fees . . . . . . . . . . . . . . . . . .

(3,500)

(3,500)

— Finance cost . . . . . . . . . . . . . . . . . . . .

(8,972)

0

(17,944)

0

(17,944)

0

(15,356)

0

(39,613)

(51,830)

Total expenses . . . . . . . . . . . . . . . . . . . .

(32,565)

(65,457)

(67,159)

(45,590)

(119,131)

(160,344)

Profit before income tax . . . . . . . . . . . . .

18,411

35,908

34,835

18,714

43,028

59,640

Income tax expense(2) . . . . . . . . . . . . . . . .

0

0

0

0

0

0

Net profit . . . . . . . . . . . . . . . . . . . . . . . .

18,411

35,908

34,835

18,714

43,028

59,640

Weighted average number of Units (thousands)(3) . . . . . . . . . . . . . . . . . . . .

423,675

423,675

423,675

423,675

573,675

848,675

4.35

8.48

8.22

4.42

7.50

7.03

Earnings per Unit (US cents)

(4)

.........

Notes: (1) Other income consists of interest income and amortisation of deferred income from charter contracts. (2) No income tax has been provided for on qualifying chartering and qualifying dividend income from Approved Special Purpose Vehicles, which is exempt under the Maritime Finance Incentive (the “MFI”). The MFI was introduced during the Singapore Budget 2006 to encourage the development of ship financing activities in Singapore. Under the MFI, Rickmers Maritime has been conferred the Approved Shipping Investment Enterprise status with effect from 4 May 2007, the date of its initial public offering, for a period of 10 years, subject to a review at the end of the fifth year of the incentive, and Rickmers Maritime’s special purpose companies will be regarded as Approved Special Purpose Vehicles with effect from the date of their approval as Approved Special Purpose Vehicles. (3) The increase in the number of Units is based on assumed Equity Fund Raising exercises raising an aggregate of US$500 million in gross proceeds at an assumed issue price of US$0.80 per New Common Unit for the Forecast Period 2008 and Projection Years 2009 and 2010. (4) Earnings per Unit includes non-cash items that have no impact on the cash flow from earnings available for distribution.

33

The following table sets forth the cash flow from earnings that is projected to be available for making distribution payments Forecast and Projections of Cash Flow from Earnings Available for Distribution(1) Existing Fleet Forecast Period 2008

Enlarged Fleet


2010


US$ thousands Net Profit. . . . . . . . . . . . . . . . . . . . . . . . . . . .


2010

US$ thousands

18,411

35,908

34,835

18,714

43,028

59,640

Depreciation . . . . . . . . . . . . . . . . . . . . . . . .

12,158

24,315

24,319

15,779

39,033

54,438

Amortisation of favourable charter contracts . .

256

512

512

256

512

512

Amortisation of debt issuance costs . . . . . . . .

36

72

72

410

820

780

Transaction fees . . . . . . . . . . . . . . . . . . . . . .

0

0

0

0

3,500

3,500

Add:

Less: Drydocking cash reserves(2) . . . . . . . . . . . . . .

(619)

(1,225)

(1,235)

(795)

(2,034)

(3,012)

Deferred income from charter contracts . . . . .

(4,371)

(8,742)

(8,742)

(4,371)

(8,742)

(8,742)

Cash flow from earnings available for distribution. . . . . . . . . . . . . . . . . . . . . . . . .

25,871

50,840

49,761

29,993

76,117

107,116

Cash flow from earnings available for distribution per Unit (US cents). . . . . . . . . .

6.11

12.00

11.75

7.08

13.27

12.62

Cash flow from earnings available for distribution per Unit accretion(3) . . . . . . . . .

—

—

—

15.88%

10.58%

7.40%

Notes: (1) The cash flow from earnings available for distribution is arrived after adjusting for non-cash items of depreciation, amortisation of favourable charter contracts, amortisation of debt issuance costs and deferred income from charter contracts as well as drydocking cash reserves. (2) The drydocking cash reserves refers to cash set aside for future drydocking cost of each Vessel at each period, i.e. the Forecast Period 2008 and Projection Years 2009 and 2010. (3) The cash flow from earnings available for distribution per Unit accretion measures the percentage increase in the distributable cash flow per Unit from the Enlarged Fleet over the Existing Fleet for each period. The Trustee-Manager expects that the increased distributable cash flow would enable Rickmers Maritime to increase its distribution per Unit during the Forecast Period 2008 and Projection Years 2009 and 2010.

34

SECTION A SUMMARY OF SIGNIFICANT CONSOLIDATED PROFIT FORECAST AND PROJECTIONS ASSUMPTIONS 1.

DESCRIPTION OF BUSINESS Rickmers Maritime is a Singapore business trust formed with the objective of owning and operating containerships under long-term, fixed-rate charters to container liner shipping companies. It intends to grow its fleet of vessels through accretive acquisitions to increase its distributable cash flow. At the time of its initial public offering, Rickmers Maritime had a contracted asset portfolio of 10 containerships. These 10 containerships are chartered to CMA CGM, Italia Marittima and Maersk Line, three of the top five operators in the global container shipping market. Since then, Rickmers Maritime has entered into Memoranda of Agreement to acquire 13 new Vessels, pursuant to the right of first offer from the Rickmers Group under the Omnibus Agreement dated 24 April 2007. These new Vessels are scheduled to be delivered between 2008 and 2010 and commence service upon delivery, with long-term fixed-rate charters to leading container liner shipping companies such as Mitsui O.S.K Lines Ltd., Hanjin Shipping Co., Ltd. and A.P. Møller — Maersk A/S.

2.

REVENUE Rickmers Maritime’s revenues from customers are from charter hire services, received in the same period in which it becomes payable. It is assumed that the Existing Fleet of ten vessels will be operational for the entire Forecast Period 2008 and Projection Years 2009 and 2010. It is further assumed the Additional Contracted Fleet will become operational during the Forecast Period 2008 and Projection Years 2009 and 2010, with the last Vessel to be delivered on 10 September 2010. The Consolidated Profit Forecast and Projections assumptions are based on contracted daily rates for each vessel, assuming four off-hire days per vessel per operational year, resulting in 361 operating days per calendar year (with leap years having 362 operating days) of expected operations (pro-rated according to the forecast date of each associated vessel delivery), less any additional off-hire days related to drydocking as outlined below. The actual number of off-hire days for each vessel depends mainly upon the time the vessel spends in drydock for repairs, maintenance or inspection, equipment breakdowns or delays due to accidents, crewing strikes, certain vessel detentions or similar problems as well as Rickmers Maritime’s ability to maintain the vessel in compliance with its specifications and contractual standards, or to provide the required crew. The tables below list the daily rate for each vessel in the Consolidated Profit Forecast and Projections. Existing Fleet — Vessels Delivered to Rickmers Maritime Between the Listing Date and the Latest Practicable Date

Vessel Name

Container Capacity (TEU)

Initial Time Charter (Months)

3,450

96(2)

ITAL Festosa . . . . . . . . . . . . . . . .

3,450

96

(2)

ITAL Fiducia . . . . . . . . . . . . . . . .

3,450

96(2)

ANL Warringa . . . . . . . . . . . . . . .

4,250

96

(3)

ANL Windarra . . . . . . . . . . . . . . .

4,250

96(3)

CMA CGM Azure . . . . . . . . . . . . .

4,250

96

(3)

CMA CGM Purple . . . . . . . . . . . .

4,250

96(3)

CMA CGM Jade . . . . . . . . . . . . . .

4,250

96

(3)

CMA CGM Onyx . . . . . . . . . . . . .

4,250

96(3)

5,060

(4)

ITAL Fastosa . . . . . . . . . . . . . . . .

Maersk Djibouti . . . . . . . . . . . . . .

96

Commencement of Charter

Net Daily Rate(1)

5 February 2006

US$25,870

15 April 2006

US$25,870

29 January 2007

US$25,870

31 January 2007

US$25,000

10 March 2007

US$25,000

12 July 2007

US$25,000

2 October 2007

US$25,000

6 December 2007

US$27,000

29 December 2007

US$27,000

12 December 2004

US$22,708

Notes: (1) Net daily rate is net of brokers’ commissions and refers to the daily hire rate in effect for the Forecast Period 2008 and Projection Years 2009 and 2010. (2) ⫹/⫺ 60 days at the charterer’s option

35

(3) ⫹/⫺ 90 days at the charterer’s option (4) The charterer may at any time terminate the charter by giving 120 days’ notice to Rickmers Maritime, provided that termination shall not be effective earlier than the end of the fifth year of the charterer’s initial term.

Additional Contracted Fleet — Vessels to be Delivered to Rickmers Maritime During the Period May 2008 to September 2010 Container Capacity (TEU)

Initial Time Charter (Months)

Expected Commencement of Charter

4,250

120 months(2)

20 May 2008

MOL Dedication . . . . . . . . . . . . . .

4,250

120 months

(2)

31 July 2008

US$26,850

MOL Delight . . . . . . . . . . . . . . . . .

4,250

120 months(2)

16 September 2008

US$26,850

MOL Destiny . . . . . . . . . . . . . . . . .

4,250

120 months(2)

16 November 2008

US$26,850

MOL Devotion . . . . . . . . . . . . . . .

4,250

120 months(2)

16 December 2008

US$26,850

(3)

26 February 2009

US$25,950

1 September 2009

US$25,950

31 October 2009

US$25,950

1 January 2010

US$25,950

120 months

(4)

6 July 2010

US$56,491(5)

(4)

16 July 2010

US$56,491(5)

31 August 2010

US$56,491(5)

11 September 2010

US$56,491(5)

Vessel Name MOL Dominance . . . . . . . . . . . . . .

YZJ2006-737 . . . . . . . . . . . . . . . . .

4,250

86 months

YZJ2006-738 . . . . . . . . . . . . . . . . .

4,250

86 months(3)

YZJ2006-739 . . . . . . . . . . . . . . . . .

4,250

86 months

(3)

YZJ2006-740 . . . . . . . . . . . . . . . . .

4,250

86 months(3)

Maersk Edinburgh . . . . . . . . . . . . .

13,100

Maersk Emden . . . . . . . . . . . . . . . .

13,100

120 months

Maersk Eindhoven . . . . . . . . . . . . .

13,100

120 months(4)

13,100

(4)

Maersk Essen . . . . . . . . . . . . . . . .

120 months

Net Daily Rate(1) US$26,850

Notes: (1) Net daily rate is net of brokers’ commissions and refers to the daily hire rate in effect for the Forecast Period 2008 and Projection Years 2009 and 2010. (2) ⫹/⫺ up to 45 days at the charterer’s option. (3) ⫹/⫺ up to 2 months at the charterer’s option. The charterer has an option to extend upon expiry of the initial charter period for an additional 36 months, at a net daily time charter rate of US$27,950. (4) ⫹/⫺ up to 90 days at the charterer’s option. The charterer has two consecutive options to extend upon expiry of the initial charter period for 30 months each, at a net daily time charter rate of US$58,954. (5) Includes daily premium payment for vessel specification upgrade.

The Trustee-Manager plans to drydock the vessels once every five years. During the Forecast Period 2008 and Projection Years 2009 and 2010, the Trustee-Manager plans to drydock only one vessel: Vessel Maersk Djibouti . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3.

Assumed Drydocking Off-hire Days

Quarter of Drydocking

8

Fourth quarter 2009

OTHER INCOME Other income consists of interest income and amortisation of deferred income from charter contracts. For the Forecast Period 2008 and Projection Years 2009 and 2010, it is assumed that interest income is received at an annual rate of 3.0% on its cash and cash equivalent balances. For the purpose of the Consolidated Profit Forecast and Projections, it is assumed that the interest income and interest received were on an effective yield basis on the average of Rickmers Maritime’s opening and closing cash balances calculated on a quarterly basis. The amortisation of deferred income from charter contracts is outlined separately under Depreciation / Amortisation Assumption.

4.

DEPRECIATION/AMORTISATION Vessel depreciation is calculated using the straight-line method based on the remaining life of the vessel upon delivery to Rickmers Maritime. Useful life is estimated at 30 years after completion of the vessel’s construction. The residual value is calculated using the demolition scrap price of US$400 per tonne multiplied by the lightweight (i.e. weight of hull and machinery, and fittings) of the relevant vessel. Rickmers Maritime assumes that the demolition is performed in South Asia. 36

Included in the value of each vessel is the cost relating to drydocking. Drydocking is depreciated on a straight-line basis over the remaining period until the next drydocking (this is assumed to be every 60 months, from the construction date of the vessel). Upon vessel acquisition, the charter-free value of the vessel is split between the value of components to be replaced every five years during drydocking (which is then capitalised and depreciated as described above) and the residual value of the vessel itself, excluding such components, which is subsequently depreciated over the remaining life of the vessel. Favourable charter contracts arise from the excess of contracted charter income over the market value of similar contracts. The favourable charter contracts for each vessel in the Existing Fleet are then recognised at their fair values at the acquisition date and are subsequently amortised to the Consolidated Profit Forecast and Projections using the straight-line method over the remaining period of each charter. For deferred income from charter contracts, these are incurred when there are shortfall in the contracted charter income over the market value of similar contracts. The treatment is similar to the above, in which the deferred income from charter contracts for each vessel in the Existing Fleet are recognised at their fair values at the acquisition date and are subsequently amortised to the Consolidated Profit Forecast and Projections using the straight-line method over the remaining period of each charter. The accounting treatment of favourable charter contracts and deferred income from charter contracts is not applicable to the Vessels in the Additional Contracted Fleet as these new Vessels are accounted for as purchase of assets. 5.

VESSEL OPERATING EXPENSES During the Forecast Period 2008 and Projection Years 2009 and 2010, it is assumed that ship management will be performed by Rickmers Shipmanagement (Singapore) Pte. Ltd., (the “Ship Manager”) in accordance with the Master Ship Management Agreement and respective Individual Ship Management Agreements. The Ship Manager has reserved the right to outsource services to third parties. Vessel operating expenses consist of i) vessel operating amount, ii) lubricant costs, iii) ship management fee and iv) other unforeseen expenses, if any. Rickmers Maritime’s vessel operating expenses do not include costs for drydocking, which are separately outlined under Depreciation / Amortisation Assumption. i)

Vessel Operating Amount

Fixed Vessel Operating Amount in Forecast Period 2008 and Projection Year 2009 The fixed vessel operating amount that is paid to the Ship Manager covers all operating expenses except those described separately in the Consolidated Profit Forecast and Projections. These fixed vessel operating expenses include among others crewing, technical ship management, commercial management and obtaining insurance, but do not include the cost of lubricant oil, certain amounts not reimbursed by the hull and machinery insurance exceeding US$100,000 per vessel in the Forecast Period 2008 and Projection Year 2009, and all unforeseen and extraordinary costs (such as costs for upgrading a vessel due to new legislation or extraordinary repairs). Rickmers Maritime’s drydocking costs are capital expenditures and are not part of the fixed vessel operating amount. The fixed operating expenses per vessel will be equal to the number of days in the year (pro-rated from delivery dates), multiplied by the applicable daily vessel operating amount, as outlined in the table below. Hull and machinery damages up to an aggregate amount of US$100,000 per vessel per year, on a pro rata basis for the time the relevant vessel are under Rickmers Maritime’s operation, are included in the fixed amount and will be absorbed by the Ship Manager. The hull and machinery insurance contracts to be concluded by the Ship Manager will include hull and machinery damage deductibles of US$100,000 per damage event for each vessel. A deductible will apply to each event of hull and machinery damage and could, in case of more than one damage event during any one year, have a material adverse effect on the business, results of operations and financial condition of Rickmers Maritime. The Trustee-Manager has assumed in the Consolidated Profit Forecast and Projections that Rickmers Maritime will not incur hull and machinery damages exceeding in total US$100,000 per vessel in the Forecast Period 2008 and Projection Year 2009. 37

‘At Cost’ Vessel Operating Amount in Projection Year 2010 As the fixed operating expense amount agreed between Rickmers Maritime and the Ship Manager is due to expire by end of Projection Year 2009, Rickmers Maritime has obtained quotations from the Ship Manager on an ‘at cost’ basis for Projection Year 2010. The ‘at cost’ vessel operating amount is a best estimate provided by the Ship Manager and includes among others crewing, technical ship management, commercial management and obtaining insurance but does not include the cost of lubricant oil, certain amounts not reimbursed by the hull and machinery insurance exceeding US$100,000 per vessel per year, and all unforeseen and extraordinary costs (such as costs for upgrading a vessel due to new legislation or extraordinary repairs). The ‘at cost’ operating expenses per vessel will be equal to the number of days in the year (pro-rated from delivery dates), multiplied by the applicable daily vessel operating amount, as outlined in the table below. The hull and machinery insurance contracts to be concluded by the Ship Manager will include hull and machinery damage deductibles of US$100,000 per damage event for each vessel. A deductible will apply to each event of hull and machinery damage and could, in case of more than one damage event during any one year, have a material adverse effect on the business, results of operations and financial condition. Rickmers Maritime has assumed in the Consolidated Profit Forecast and Projections that Rickmers Maritime will not incur hull and machinery damages exceeding in total US$100,000 per vessel in Projection Year 2010. FIXED AND ‘AT COST’ DAILY VESSEL OPERATING AMOUNT Forecast Period 2008 Fixed

Projection Years 2009 Fixed

2010 ‘At Cost’

US$/Day 3,450 TEU vessels. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,850

3,970

4,353

4,250 TEU vessels built in 2006/2007 . . . . . . . . . . . . . . . . . . . . . . .

4,110

4,180

4,583

4,250 TEU vessels built in 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,110

4,180

4,431

4,250 TEU vessels built in 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,110

4,180

4,296

5,060 TEU vessel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,120

4,240

4,658

13,100 TEU vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

6,115

Based on current quotations obtained, Rickmers Maritime expects to incur higher vessel operating expenses in Projection Year 2010 for the 4,250 TEU vessels built in 2006/2007 compared to the 4,250 TEU vessels built in subsequent years. The fixed and ‘at cost’ vessel operating amount includes the costs for insurance. The Ship Manager will procure on Rickmers Maritime’s behalf, insurance for Rickmers Maritime’s fleet against risks commonly insured against by vessel owners and operators. This insurance is expected to include loss of hire insurance, hull and machinery insurance, war risks insurance and protection and indemnity insurance (which includes environmental damage and pollution). There can be no assurance that Rickmers Maritime is adequately insured against all risks or that the insurers will pay for a particular claim. Rickmers Maritime’s loss of hire insurance covers, under certain circumstances, the loss of charter hire revenue, after a deductible of 14 days per incident, for a period of up to 90 days per incident and per vessel, however, not more than 90 days in total per vessel per year. Nevertheless, any loss of a vessel or extended vessel off-hire, due to an accident or otherwise, could have a material adverse effect on Rickmers Maritime’s business, results of operations and financial condition. Due to the recent increases in vessel valuations, the Trustee-Manager has decided to increase insurance coverage for the Enlarged Fleet, which is assumed to increase costs by about US$75,000 in Forecast Period 2008 and about US$125,000 each in Projection Years 2009 and 2010. ii)

Lubricant Costs

The estimated costs for lubricant oil is based on quotations received from the Ship Manager calculated based on Rickmers Maritime’s weighted average price for 2007 for vessels other than the 13,100 TEU Vessels and assumed price increases of 5% per year for 2008, 2009 and 2010. For the 13,100 TEU vessels, the Ship Manager has assumed a daily lubricant cost of US$1,802 per day in 2010. The estimated lubricant costs are included in Rickmers Maritime’s forecast on vessel operating expenses and are 38

calculated for each vessel based on the number of operating days regardless of whether or not the relevant vessel is off-hire in the year (pro-rated from delivery date) multiplied by the applicable estimated daily lubricant costs, as outlined in the table below. Higher lubricant costs could have a material adverse effect on Rickmers Maritime’s business and results of operations. ESTIMATED DAILY LUBRICANT COSTS PER VESSEL Forecast Period 2008

Projection Years 2009

2010

US$/Day 3,450 TEU vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

764

803

843

4,250 TEU vessels built in 2006/2007 . . . . . . . . . . . . . . . . . . . . . . . .

910

956

1,004

4,250 TEU vessels built in 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

910

956

1,004

4,250 TEU vessels built in 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

910

956

1,004

5,060 TEU vessel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,099

1,154

1,212

13,100 TEU vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

1,802

iii) Ship Management Fee In return for providing Rickmers Maritime with ship management services, Rickmers Maritime will pay the Ship Manager a fixed ship management fee of US$9,500 per month for each vessel in Rickmers Maritime’s fleet up to the end of 2009. For 2010, a price increase of 2% from 2009 in accordance with the Master Ship Management Agreement is assumed. iv) Unforeseen Expenses Rickmers Maritime may incur unforeseen expenses such as costs for repairs of accidents, non-routine drydocking, any improvements, structural changes, installation of new equipment imposed by compulsory legislation, increase in crew employment and support expenses resulting from an introduction of new, or change in the interpretation of, applicable laws, and other unforeseen expenses. It is assumed in the Consolidated Profit Forecast and Projections that Rickmers Maritime will not incur any unforeseen expenses. As a result, the Consolidated Profit Forecast and Projections could vary significantly if the assumptions turn out to be incorrect. 6.

TRUSTEE-MANAGER FEES Pursuant to the Trust Deed, the Trustee-Manager is entitled to a base fee comprising a fixed component equal to US$1.6 million per year on a pro-rata basis plus a variable component equal to 0.9% of Rickmers Maritime’s annual revenue. The fixed component will be in effect until 31 December 2009 and thereafter increase each year by 3% or at the average of the monthly Consumer Price Index rate as published by the Singapore Department of Statistics, for the 12 months immediately preceding the date of such increase, whichever is the greater. For the purpose of the Consolidated Profit Forecast and Projections, the increment in the fixed component of the fees is at 3% per year. The Trustee-Manager will incur and pay for general and administrative expenses, which include payroll expenses, including those of its executive officers, remuneration expenses in connection with its Directors, investor relation activities, marketing, business procurement, research and development, rent for its office and other general and administrative expenses.

7.

OTHER TRUST EXPENSES Other trust expenses not paid by the Trustee-Manager comprise annual trust expenses, including annual listing fees, vessel registration fees, audit and tax advisory fees, costs associated with the preparation and distribution of reports to Unitholders, depository and registrar costs and other miscellaneous expenses, including legal fees with regards to financing arrangements.

8.

TRANSACTION FEES Transaction fees include cost incurred in preparation for the proposed Equity Fund Raising and issuance of new Units including costs for counsels, auditors, tax advisers, printing, securities registrar, fees payable 39

to the SGX-ST, marketing and roadshow expenses. It is estimated that US$3.5 million in transaction fees are to be incurred each year in Projection Years 2009 and 2010. 9.

FINANCE COSTS For the Existing Fleet, Rickmers Maritime has a revolving credit facility amounting to US$360 million (the IPO Facility). The 10-year facility charges US$ LIBOR interest rate plus a margin of 0.70% for the first 5 years and subsequently at a margin of 0.90% till maturity. Rickmers Maritime has entered into forward interest rate swap agreements (notional amount of US$242.0 million) to hedge approximately 77% of its interest rate exposure at a weighted average rate of 5.77% per annum inclusive of loan interest margin. Rickmers Maritime has signed term sheets for the following facilities, which are subject to final documentation, expected to be signed after receiving Unitholders’ approval for the Proposed Acquisition. • A secured term loan and revolving credit facility amounting to US$288 million for the purchase of the Mitsui Vessels (the First Facility). The 10-year secured term loan and 5-year revolving credit facility is subject to US$ LIBOR interest rate plus a margin of 1.00% per annum. The arrangement fee is charged at 0.75% on the facility amount and a commitment fee of 0.30% per annum on the unutilised and uncancelled balance under the First Facility. • A secured term loan and reducing revolver credit facility amounting to US$103.5 million (the Second Facility) for the purchase of the first two Hanjin Vessels. The 12-year term loan and 4-year reducing revolver credit facility is subject to US$ LIBOR interest rate plus a margin of 0.95% per annum and 1.15% per annum respectively. The arrangement and underwriting fee is charged at 0.40% and 0.20% respectively on the facility amount and a commitment fee of 0.30% per annum on the undisbursed maximum facility amount under the Second Facility. • A US$106 million secured reducing revolving credit facility (the Third Facility) for the debt financing of the remaining two Hanjin Vessels. It has a tenure of 8 years, subject to US$ LIBOR interest rate plus a margin of 1.00% per annum. The arrangement fee is charged at 0.70% on the facility amount and a commitment fee of 0.35% per annum on the available but undrawn amount under the Third Facility. • An increase of US$130 million of the IPO Facility as part of a “top-up” facility (the Top Up Facility). The 2-year debt facility is subject to US$ LIBOR interest rate plus a margin of 1.20% per annum. The arrangement fee and the up-front fee (payable on signing the amendment of the existing facility agreement) is at 0.20% and 0.30% of the facility respectively, and a commitment fee of 0.25% per annum on the undrawn amount under the Top Up Facility. However, the mandated lead arranger of the Top Up Facility shall be entitled to change the pricing, terms and/or structure of the Top Up Facility if he determines that such changes are advisable in order to ensure a successful syndication of the Top Up Facility. Therefore, the total financing available under the new facilities will amount to US$627.5 million for the Proposed Acquisition. Drawdown for Forecast Period 2008 is US$281.8 million, while the net drawdown after loan repayment is US$82.7 million in Projection Year 2009 and US$383.5 million in Projection Year 2010. As the Maersk Vessels are due to be delivered only in the second half of 2010, the Trustee-Manager has elected not to incur the costs associated with securing committed financing for these Vessels at this time. For the Projection Year 2010, it is assumed that the debt financing would be subject to a margin of 1.10% per annum over US$ LIBOR interest rate, an arrangement fee of 0.85% on the facility amount and a commitment fee of 0.50% per annum on the unutilised and uncancelled balance under the facility. In addition, the US$10 million deposit for each Maersk Vessel is assumed to be covered under a bank guarantee at 1.20% per annum instead of cash payment. The US$ LIBOR interest rate is assumed at 4.50% for all the facilities to be drawn down. Rickmers Maritime intends to enter into interest rate swaps to hedge its interest rate exposure under the new credit facilities. Based on the assumed drawdown from the credit facilities and the proposed Equity Fund Raising during the review period, the gearing level of Rickmers Maritime will be around 61% as at the end of the Forecast Period 2008 and around 56% at the end of the Projection Years 2009 and 2010. 40

10.

FORECAST AND PROJECTIONS OF CASH FLOW FROM EARNINGS AVAILABLE FOR DISTRIBUTION The cash flow from earnings available for distribution is arrived after adjusting for non-cash items of depreciation, amortisation of favourable charter contracts, amortisation of debt issuance costs and deferred income from charter contracts as well as drydocking cash reserves. The drydocking cash reserves refers to cash set aside for future drydocking cost of each Vessel at each period, i.e. the Forecast Period 2008 and Projection Years 2009 and 2010. The CFU accretion measures the percentage increase in the distributable cash flow per Unit from the Enlarged Fleet over the Existing Fleet for each period. While an increase in distributable cash flow may not necessarily result in an increase in DPU, the Trustee-Manager expects that the increased distributable cash flow would enable Rickmers Maritime to increase its DPU during the Forecast Period 2008 and Projection Years 2009 and 2010.

11.

PROPOSED EQUITY FUND RAISING & NEW COMMON UNITS TO BE ISSUED During the Forecast Period 2008 and Projection Years 2009 and 2010, Rickmers Maritime intends to raise equity on an opportunistic basis to partially finance the purchase of the Additional Contracted Fleet. It is assumed that the Equity Fund Raising will take place in three tranches, that only New Common Units are issued and that the issue price assumed for each tranche is US$0.80 per New Common Unit. The amount projected to be raised from the Equity Fund Raising is US$100 million in the first quarter of 2009, US$80 million in the fourth quarter of 2009 and US$320 million in the third quarter of 2010. Each equity issuance is assumed to take place at the beginning of each of the respective quarters. The number of New Common Units to be issued under the Equity Fund Raising based on the above assumed issue price is 625.0 million. This would increase the number of Units from 423.7 million in Forecast Period 2008 to 1,048.7 million as of end Projection Year 2010. Even with the increase in the number of Units, Rickmers Maritime will still have sufficient cash flow to increase distributions for the existing and new Unitholders during the Forecast Period 2008 and Projection Years 2009 and 2010.

12.

ACCOUNTING STANDARDS The Trustee-Manager has assumed no change in applicable accounting standards or other financial reporting requirements that may have a material effect on the Consolidated Profit Forecast and Projections. Significant accounting policies adopted by Rickmers Maritime in the preparation of the Consolidated Profit Forecast and Projections are consistent with those set out in Section C.

13.

OTHER ASSUMPTIONS AND INFORMATION Rickmers Maritime has made the following additional assumptions in preparing the Consolidated Profit and Forecast and Projections: • No income tax has been paid or provided for on qualifying chartering and qualifying dividend income from Approved Special Purpose Vehicles, which is exempt under the Maritime Finance Incentive (the “MFI”). The MFI was introduced during the Singapore Budget 2006 to encourage the development of ship financing activities in Singapore. Under the MFI, Rickmers Maritime has been conferred the Approved Shipping Investment Enterprise status with effect from 4 May 2007, the date of its initial public offering, for a period of 10 years, subject to a review at the end of the fifth year of the incentive, and Rickmers Maritime’s special purpose companies will be regarded as Approved Special Purpose Vehicles with effect from the date of their approval as Approved Special Purpose Vehicles. The income from the Additional Contracted Fleet will also be exempted under the MFI. • Any interest income accruing to Rickmers Maritime is foreign-sourced and not remitted or deemed remitted under Section 10(25) of the Singapore Income Tax Act, Chapter 134. • The Existing Fleet of 10 vessels will be in operation for the entire Forecast Period 2008 and Projection Years 2009 and 2010. 41

• No vessels will be acquired in addition to the Additional Contracted Fleet. Although making acquisitions is an important part of Rickmers Maritime’s strategy, the Trustee-Manager has assumed it will not make any additional acquisitions during the Forecast Period 2008 and Projection Years 2009 and 2010 primarily because Rickmers Maritime has not entered into any definitive agreements to purchase any specific additional vessels at this time. Additionally, the TrusteeManager has assumed that it will not dispose of any vessel during the Forecast Period 2008 and Projection Years 2009 and 2010. If Rickmers Maritime acquires additional vessels or disposes of any vessels during the Forecast Period 2008 and Projection Years 2009 and 2010, its actual profit and cash flows could differ substantially from those set out in the Consolidated Profit Forecast and Projections. • No capital expenditures will be made other than those in connection with the purchase and the maintenance of the Enlarged Fleet, such as drydocking or the replacement of equipment. The Consolidated Profit Forecast and Projections assume Rickmers Maritime will not have any extraordinary items. • The Trust Deed and the Master Ship Management Agreement, together with the Individual Ship Management Agreements for the Enlarged Fleet are in effect for the Forecast Period 2008 and Projection Years 2009 and 2010. In accordance with the Master Ship Management Agreement, the vessel operating expenses are fixed for the Forecast Period 2008 and Projection Year 2009, and ‘at-cost’ for Projection Year 2010. • Rickmers Maritime’s vessels will have the number of off-hire days set forth in the Consolidated Profit Forecast and Projections. • No ship operating expenses will be incurred other than a fixed daily operating amount, which varies from year to year depending on the size of the vessel, lubricant costs and the ship management fees. However, Rickmers Maritime has assumed increased costs of insurance coverage for the Enlarged Fleet due to recent increases in vessel valuations. The Consolidated Profit Forecast and Projections assume Rickmers Maritime will not incur and will not have any payments for hull and machinery damages exceeding US$100,000 per annum per vessel or any other unforeseen expenses. Furthermore, all costs for drydocking will be capital expenditures. • The customers of Rickmers Maritime will perform in accordance with, and not default under, the terms of the charters. • All transactions (including distributions) are assumed to be settled in cash during the Forecast Period 2008 and Projection Years 2009 and 2010. • The credit facilities will be available for draw down to finance a portion of the Purchase Price of the Additional Contracted Fleet; and Rickmers Maritime will have satisfied all of the related terms and conditions of the credit facilities, it will not be in default under the credit facilities or any interest rate swap and Rickmers Maritime will not be required to prepay the credit facilities during the Forecast Period 2008 and Projection Years 2009 and 2010. Rickmers Maritime will satisfy all financial covenants and other requirements in the credit facilities for the payment of at least the base distribution of US$0.0214 per Unit per quarter throughout the Forecast Period 2008 and Projection Years 2009 and 2010. • There will be no change in applicable accounting standards or other financial reporting requirements that would have a material effect on Rickmers Maritime’s Consolidated Profit Forecast and Projections. • There will be no material changes in the general economic or business conditions that would impact Rickmers Maritime’s operating and financing environment.

42

SECTION B SENSITIVITY ANALYSIS FOR THE ENLARGED FLEET The sensitivity analysis does not form part of the Consolidated Profit Forecast and Projections, and is intended only for the purposes set out below. The sensitivity analysis uses the assumptions set out in Appendix B of this Circular as the base case scenario (the “Base Case”). Price movement in revenue, lubricant oil, unit price for Equity Fund Raising and interest rate have a major impact to the cash flow, which in turn will affect the amount available for distribution to the Unitholders. The sensitivity analysis is intended to provide only a guide and variations in actual performance could exceed the scenarios or ranges shown. Movement in other variables may offset or compound the effect of a change in any variable beyond the extent shown. 1.

REVENUE Changes in revenues from customers would impact Rickmers Maritime’s net profit and subsequently, the cash flow from earnings available for distribution. The assumptions for the revenues from customers have been set out earlier in this section. Changes in revenues from customers could, among other things, result from increased off-hire days in excess of the four days Rickmers Maritime has assumed for off-hire per year per vessel. The effect of a 1% movement in revenues from customers on the CFU is set out below. Enlarged Fleet Forecast Period 2008


2010

CFU (US cents) 1% above the Base Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.

7.22

13.54

12.88

Base Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7.08

13.27

12.62

1% below the Base Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6.94

12.99

12.37

LUBRICANT OIL COSTS Changes in lubricant oil costs would impact the net profit of Rickmers Maritime and subsequently, the cash flow from earnings available for distribution. The assumptions for the lubricant oil costs have been set out earlier in this section. The effect of a 5% movement in the lubricant oil costs on the CFU is set out below. This variation comes on top of the already priced in increase of 5% in lubricant oil cost for the Forecast Period 2008 and Projection Years 2009 and 2010. Enlarged Fleet Forecast Period 2008


2010

CFU (US cents) 5% above the Base Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7.05

13.22

12.57

Base Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7.08

13.27

12.62

5% below the Base Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7.10

13.32

12.67

43

3.

UNIT PRICE FOR EQUITY FUND RAISING Changes in the issue price for the proposed issuance of New Common Units pursuant to the Equity Fund Raising would impact the CFU. The effect of a 5 US cents movement in the issue price of the New Common Units on the CFU is set out below. Enlarged Fleet Forecast Period 2008


2010

CFU (US cents)

4.

5 US cents above the Base Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7.08

13.48

13.01

Base Case — Issue Price of US$0.80 per New Common Unit . . . . . . . . . . . . . . .

7.08

13.27

12.62

5 US cents below the Base Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7.08

13.04

12.21

INTEREST RATE MOVEMENT Movement in the US$ LIBOR interest rate would impact the net profit and distributable cash flow of Rickmers Maritime. The effect of a 1% movement in interest rate on the CFU is set out below. Enlarged Fleet Forecast Period 2008


2010

CFU (US cents) 1% above Base Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6.75

12.46

11.80

Base Case — US$ LIBOR of 4.5% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7.08

13.27

12.62

1% below Base Case. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7.40

14.06

13.43

44

SECTION C

SIGNIFICANT ACCOUNTING POLICIES OF RICKMERS MARITIME (1)

REVENUE RECOGNITION Revenue comprises the fair value of the consideration received or receivable for the rendering of services in the ordinary course of the activities of Rickmers Maritime and its subsidiaries (the “Group”). Revenue is presented, net of goods and services tax, rebates, discounts and commissions payable to third parties. The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable that future economic benefits will flow to the entity and when the specific criteria for each of the Group’s activities are met as follows: (a) Rendering of Services Revenue from a time charter, which is of operating lease in nature, is recognised on a straight-line basis over the period of the time charter contracts. Any losses arising from time charters are provided for in full as soon as they are anticipated. (b) Interest Income Interest income, including income arising from financial instruments, is recognised using the effective interest method. (c) Dividend Income Dividend income is recognised when the right to receive payment is established.

(2)

GROUP ACCOUNTING Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies, generally accompanied by a shareholding giving rise to the majority of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the dates of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition, irrespective of the extent of minority interest. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases. In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(3)

PLANT AND EQUIPMENT (a) Measurement Vessels are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. Vessel cost consists of the contract purchase price and any material expenses incurred upon acquisition (improvements and delivery expenses). The vessels that are acquired are treated as a business combination to the extent that such acquisitions include business characteristics; otherwise an acquisition of a vessel is treated as a purchase of assets and recorded at cost. Where any intangible assets or liabilities associated with the acquisition of a vessel purchased are identified, they are recorded at fair value. Fair value is determined by reference to market data and the revenue stream associated with the charters. All vessels have been acquired with existing charters. 45

(b) Depreciation Depreciation is calculated using the straight-line method to allocate the depreciable amounts of vessels, after taking into account the residual values, over their estimated useful lives. The estimated useful lives for the vessels are 30 years. The residual values are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise. Included in the value of vessels acquired are costs relating to drydocking. These costs are depreciated on a straight-line basis over the period to the next scheduled drydocking, which is generally 5 years. (c) Subsequent Expenditure Subsequent expenditure relating to vessels, including drydocking, that has already been recognised is added to the carrying amount of the asset when it is probable that future economic benefits, in excess of the originally assessed standard of performance of the existing asset will flow to the Group and the cost can be reliably measured. Other subsequent expenditures are recognised as expenses during the financial period in which it is incurred. (d) Disposal On disposal of vessels, the difference between the net disposal proceeds and the carrying amount is recognised on the income statement. (4)

INTANGIBLE ASSETS (a) Goodwill on Acquisitions Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of identifiable net assets and contingent liabilities of the acquired subsidiaries or businesses at the date of acquisition. Goodwill on acquisitions of subsidiaries or businesses is recognised separately as intangible assets and carried at cost less accumulated impairment losses. Gains and losses on the disposal of subsidiaries or businesses include the carrying amount of goodwill relating to the entity or business sold. Negative goodwill represents the excess of the fair value of the identifiable net assets of subsidiaries or businesses when acquired over the cost of acquisition. Negative goodwill is recognised immediately in the income statement. (b) Charter Contracts Charter contracts, that are favourable or unfavourable at the acquisition date, are initially recognised based on the excess or shortfall of contracted charter income over the market value of similar contracts and are subsequently carried at cost (i.e. the fair value at initial recognition) less accumulated amortisation and accumulated impairment losses. These costs are amortised to the income statement using the straight-line method over the remaining period of the charter. Unfavourable charter contracts are called deferred income from charter contracts on the balance sheet. The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise.

(5)

BORROWING COSTS Borrowing costs are recognised in the income statement using the effective interest method.

(6)

INVESTMENTS IN SUBSIDIARIES Investments in subsidiaries are carried at cost less accumulated impairment losses in Rickmers Maritime’s balance sheet. On disposal of investments in subsidiaries, the difference between disposal proceeds and the carrying amounts of the investments are recognised in the income statement. 46

(7)

IMPAIRMENT OF NON-FINANCIAL ASSETS (a) Goodwill Goodwill is tested for impairment annually and whenever there is indication that the goodwill may be impaired. For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cashgenerating-units (“CGU”) expected to benefit from synergies arising from the business combination. An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use. The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU. An impairment loss on goodwill is recognised in the income statement and is not reversed in a subsequent period. (b) Vessels, Intangible Assets and Investments in Subsidiaries Vessels, intangible assets and investments in subsidiaries are reviewed for impairment whenever there is any objective evidence of indication that these assets may be impaired. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognised as an impairment loss in the income statement. An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised in the income statement.

(8)

LOANS AND RECEIVABLES Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the balance sheet date which are presented as non-current assets. Loans and receivables are presented as “cash and bank balances”, “trade and other receivables” and “loans to subsidiaries” on the balance sheet. These financial assets are initially recognised at fair value plus transaction cost and subsequently carried at amortised cost using the effective interest method. The Group assesses at each balance sheet date whether there is objective evidence that these financial assets are impaired and recognises an allowance for impairment when such evidence exists. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, and default or significant delay in payments are objective evidence that these financial assets are impaired. The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in the income statement. 47

The allowance for impairment loss account is reduced through the income statement in a subsequent period when the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no impairment been recognised in prior periods. (9)

BORROWINGS Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Borrowings which are due to be settled within 12 months after balance sheet date are presented as current borrowings even though the original term was for a period longer than 12 months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial statements are authorised for issue. Other borrowings due to be settled more than 12 months after the balance sheet date are presented as non-current borrowings in the balance sheet.

(10)

TRADE AND OTHER PAYABLES Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.

(11)

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES The Group uses derivative financial instruments to hedge its exposure to risks arising from operational, financing and investment activities. The Group does not hold or issue derivative financial instruments for trading purposes. A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group documents at the inception of the transaction the relationship between the hedging instruments and hedged items, as well as its risk management objective and strategies for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives designated as hedging instruments are highly effective in offsetting changes in fair value or cash flows of the hedged items. The carrying amount of a derivative designated as a hedge is presented as a non-current asset or liability if the remaining expected life of the hedged item is more than 12 months, and as a current asset or liability if the remaining expected life of the hedged item is less than 12 months. The fair value of a trading derivative is presented as a current asset or liability. (a) Cash Flow Hedge — Interest Rate Swaps The Group has entered into interest rate swaps that are cash flow hedges for the Group’s exposure to interest rate risk on its borrowings. Interest rate swaps entitle the Group to receive interest at floating rates on notional principal amounts and oblige the Group to pay interest at fixed rates on the same notional principal amounts, thus allowing the Group to raise non-current borrowings at floating rates and swap them into fixed rates that are lower than those available if it borrowed at fixed rates directly. The fair value changes on the effective portion of interest rate swaps designated as cash flow hedges are recognised in the hedging reserve and transferred to the income statement when the interest expense on the borrowings are recognised in the income statement. The fair value changes on the ineffective portion of interest rate swaps are recognised immediately in the income statement. Fair value changes on these derivatives are recognised in the income statement when the changes arise.

(12)

FAIR VALUE ESTIMATION OF FINANCIAL ASSETS AND LIABILITIES The fair values of interest rate swaps are based on valuation provided by the Group’s bankers. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flow, discounted at actively quoted interest rates. 48

The fair values of current financial assets and liabilities carried at amortised cost, approximate their carrying amounts. The fair values of non-current financial liabilities carried at amortised cost are estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial liabilities. (13)

LEASES As lessor: The Group owns containerships and charters them to leading container liner companies under long-term, fixed rate charters. These charters are classified as operating leases as the Group retains substantially all risk and rewards incidental to ownership. Containerships are included in plant and equipment as vessels. Rental income from operating leases of the vessels (net of any incentives and commissions given to lessees) is recognised in the income statement on a straight-line basis over the lease term. Initial direct costs incurred by the Group in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised as an expense in the income statement over the lease term on the same basis as the lease income. Contingent rents are recognised as income in the income statement when earned. As lessee: Leases of property, plant and equipment where a significant portion of the risks and rewards of ownership are retained by the lessors are classified as operating leases. Rental expenses under operating leases are charged to income statement on a straight-line basis over the term of the relevant lease. Benefits received as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.

(14)

INVENTORIES Inventories are lubricant oil for the vessels. Inventories are carried at the lower of cost and net realisable value. Cost is determined using the first-in, first-out method. Lubricant oil will be used for the operation of the vessels, therefore lubricant oil are not written down to net realisable value when market price falls below cost if the overall shipping activity is expected to be profitable.

(15)

INCOME TAXES No provision is made for taxation on qualifying chartering and qualifying dividend income from Approved Special Purpose Vehicles, which is exempt under the MFI. Under the MFI, Rickmers Maritime has been awarded the Approved Shipping Investment Enterprise status with effect from 4 May 2007 for a period of 10 years and its subsidiaries will be regarded as Approved Special Purpose Vehicles with effect from the date of their approval. Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination, and at the time of the transaction, affects neither accounting nor taxable profit or loss. A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. 49

Deferred income tax is measured: (i)

at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities. Current and deferred income taxes are recognised as income or expense in the income statement, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax on temporary differences arising from fair value gains and losses on cash flow hedges are charged or credited directly to equity in the same period the temporary differences arise. Deferred tax arising from a business combination is adjusted against goodwill on acquisition. (16)

CURRENCY TRANSLATION (a) Functional and Presentation Currency Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in United States dollar. (b) Transactions and Balances Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in the income statement.

(17)

SEGMENT REPORTING A business segment is a distinguishable component of the Group engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is a distinguishable component of the Group engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments. No business segment information has been prepared as the Group is only involved in the chartering of container vessels which is carried out in international waters. No geographical segment information has been prepared as the vessels are used all over the world and all revenue earned to date from the Group’s customers are located in Europe.

(18)

CASH AND CASH EQUIVALENT For the purpose of presentation in the consolidated cash flow statement, cash and cash equivalent include deposits with financial institutions.

(19)

UNITS IN ISSUE/UNITS TO BE ISSUED Units in issue and Units to be issued as partial satisfaction of purchase consideration are classified as equity. Unit issue costs represent expenses incurred in connection with the initial public offering of the Group on the SGX-ST. Expenses, which are directly attributable to the issuance of Units, are deducted directly from net assets attributable to Unitholders. Expenses, which are not directly attributable to the issuance of Units, are recognised in the income statement.

(20)

DISTRIBUTIONS TO UNITHOLDERS Distributions to Unitholders are recorded in the period in which they are declared payable by the TrusteeManager. 50

APPENDIX C REPORTING AUDITORS’ REPORT ON THE CONSOLIDATED PROFIT FORECAST AND PROJECTIONS The Board of Directors Rickmers Trust Management Pte. Ltd. (as Trustee-Manager of Rickmers Maritime) 11 Keppel Road #10-02 RCL Centre Singapore 089057 17 April 2008 Dear Sirs Letter from the Reporting Auditors on the Consolidated Profit Forecast for the Period from 1 July 2008 to 31 December 2008 and the Consolidated Profit Projections for the Years Ending 31 December 2009 and 31 December 2010 This letter has been prepared for inclusion in the Circular (the “Circular”) to be issued in connection with the proposed acquisition of the Additional Contracted Fleet and the proposed issue of new securities under the equity fund raising in Rickmers Maritime (“RM”). The directors of Rickmers Trust Management Pte. Ltd. (the “Directors”), in its capacity as trustee-manager of RM, are responsible for the preparation and presentation of the consolidated profit forecast of RM and its subsidiaries (“the Group”) for the period from 1 July 2008 to 31 December 2008 (the “Consolidated Profit Forecast”) and the consolidated profit projections of the Group for the years ending 31 December 2009 and 31 December 2010 (collectively, the “Consolidated Profit Projections”), as set out on page 33 of the Circular, which have been prepared on the basis of the assumptions set out on pages 35 to 42 of the Circular (the “Assumptions”). We have examined the Consolidated Profit Forecast for the period from 1 July 2008 to 31 December 2008 and Consolidated Profit Projections for the years ending 31 December 2009 and 31 December 2010 of the Group as set out on page 33 of the Circular in accordance with International Standard on Assurance Engagements (“ISAE”) 3400 The Examination of Prospective Financial Information. The Directors are solely responsible for the Consolidated Profit Forecast and Projections including the Assumptions on which they are based. Consolidated Profit Forecast Based on our examination of the evidence supporting the Assumptions, nothing has come to our attention which causes us to believe that the Assumptions do not provide a reasonable basis for the Consolidated Profit Forecast. Further, in our opinion, the Consolidated Profit Forecast, in so far as the accounting policies and calculations are concerned, is properly prepared on the basis of the Assumptions, is consistent with the accounting policies as set out on pages 45 to 50 of the Circular, and is presented in accordance with the International Financial Reporting Standards (but not all the required disclosures) which is the accounting framework adopted by RM in the preparation of the consolidated financial statements of the Group. Consolidated Profit Projections The Consolidated Profit Projections are intended to show a possible outcome based on the stated Assumptions. As the length of the periods covered by the Consolidated Profit Projections extends beyond the period covered by the Consolidated Profit Forecast, the Assumptions used in the Consolidated Profit Projections (which include hypothetical assumptions about future events which may not necessarily occur) are more subjective than would be appropriate for a forecast. The Consolidated Profit Projections do not therefore constitute a profit forecast. Based on our examination of the evidence supporting the Assumptions, nothing has come to our attention which causes us to believe that the Assumptions do not provide a reasonable basis for the Consolidated Profit Projections. Further, in our opinion, the Consolidated Profit Projections, in so far as the accounting policies and calculations are concerned, is properly prepared on the basis of the Assumptions, is consistent with the accounting policies as set out on pages 45 to 50 of the Circular, and is presented in accordance with the International Financial Reporting Standards (but not all the required disclosures) which is the accounting framework adopted by RM in the preparation of the consolidated financial statements of the Group. 51

Events and circumstances frequently do not occur as expected. Even if the events anticipated under the hypothetical assumptions occur, actual results are still likely to be different from the Consolidated Profit Forecast and Projections since other anticipated events frequently do not occur as expected and the variation may be material. The actual results may therefore differ materially from those forecast and projected. For the reasons set out above, we do not express any opinion as to the possibility of achievement of the Consolidated Profit Forecast and Projections. Attention is drawn, in particular, to the sensitivity analysis of the Consolidated Profit Forecast and Projections set out on pages 43 to 44 of the Circular.

Yours faithfully PricewaterhouseCoopers Certified Public Accountants Singapore

Partner-in-charge: Trillion So

52

APPENDIX D SUMMARY VALUATION REPORT 10th March 2008 Rickmers Trust Management Pte. Ltd (as trustee-manager of Rickmers Maritime) 11 Keppel Road #10-02 RCL Centre Singapore 089057 (the “Trustee-Manager”) Dear Sirs RICKMERS MARITIME VALUATION SUMMARY REPORT FOR THE PROPOSED ACQUISITION OF THE ADDITIONAL CONTRACTED FLEET 1.

INTRODUCTION We have been instructed by the Trustee-Manager to undertake the valuation of the fleet listed in Appendix I attached herewith (the “Additional Contracted Fleet”), for the purpose of inclusion in the circular to be issued to unitholders of Rickmers Maritime (the “Circular”) in relation to the proposed acquisition of the Additional Contracted Fleet (the “Proposed Acquisition”). This valuation summary report does not constitute a formal valuation report. Please refer to the original valuation report of each vessel comprising the Additional Contracted Fleet (“Vessel”) that has been issued to the Trustee-Manager, which is available for inspection upon request.

2.

SALIENT TERMS OF THE VALUATION 2.1

Purpose of Valuation The valuation of each Vessel has been undertaken for the sole purpose of inclusion in the Circular.

2.2

Material Date of Valuation The valuation of each Vessel was undertaken on 10th March 2008. The valuation of each Vessel given in this valuation summary report is accurate as at the date of the valuation based on the assumptions contained herein and should not be taken to apply at any other date. In addition, no assurance can be given that the valuation of each Vessel will be sustained in the future.

2.3

No Inspection We have not made a physical inspection of the Vessels, nor have we inspected the Vessels’ classification records and we have assumed for purposes of our valuation that the Vessels are in good and seaworthy condition. Description of Vessels The description (including the certifications and classifications) of each Vessel is part of the valuation certificate that has been issued to the Trustee-Manager, which is available for inspection upon request.

35 COSWAY STREET LONDON NW1 5BT

BRAEMAR SEASCOPE VALUATIONS LIMITED General Enquiries: 020 7535 2650

TEL: 020 7535 2650 FAX: 020 7535 2601

Reg. in England with Reg. office at 35 Cosway Street, London NW1 5BT and Reg. No. 3439765

53

Basis of Valuation The valuation figures provided are given based on the market value of the Vessels as at 10th March 2008 on a willing buyer and willing seller basis, with delivery in an acceptable area, free of encumbrances, maritime liens and any other debts whatsoever. The valuation of each Vessel is further given on the basis that the Vessel is time-chartered to the respective charterers at the net daily charter rate disclosed in Appendix I, pursuant to charter agreements made between Rickmers Maritime and the respective charterers. For purposes of our valuations, we have also assumed that the terms of the charter agreement of each Vessel are valid and will remain in full force and effect for the terms provided herein. Method of Valuation We have used recent comparable sales (i.e. vessels of similar age/type and condition or else factor in difference in condition here) which we are aware of through our own direct contacts as well as from open market reports which we have received from others. In arriving at the valuation of each Vessel, we have considered the income stream to be generated under the respective charter agreements together with the residual value of the each Vessel upon the expiry of the charter agreements. Having noted these we have then analysed in detail the differences between the Vessels and those vessels reported as sold and calculated the differences into monetary value in each case, whether plus or minus, in order to reach our final valuation figures for each of these Vessels. Opinion of Value We are of the opinion that the total value of the Vessels as at the date of the valuation is US$1,397,000,000. The valuation of the each Vessel is disclosed in Appendix I. The Vessels have been valued individually. If all, or a substantial number of the Vessels were placed on the market at the same time, no assurance can be given that the amount realised would be equal to the total of the individual valuations. 3.

CERTIFICATION AND AUTHENTICATION The valuations have been prepared for inclusion in the Circular and we believe that it is accurate subject to the assumptions contained in this valuation summary report. However all statements made above are statements of opinion and are not to be taken as representations of fact.

For and on behalf of Braemar Seascope Valuations Limited

54

APPENDIX I Container Capacity

Initial Charter

(TEU)

(Months)

MOL Dominance . . . . .

4,250

120


05/2008

Dalian Shipyard US$26,850 Co., Ltd

77.0


4,250

120


07/2008


77.0

MOL Delight . . . . . . . .

4,250

120


09/2008


77.0

MOL Destiny . . . . . . . .

4,250

120


11/2008


77.0

MOL Devotion. . . . . . .

4,250

120


12/2008


77.0

YZJ 2006-737 . . . . . . .

4,250

86


2/2009

Jiangsu New Yangzijiang Shipbuilding Co., Ltd

US$25,950

74.0

YZJ 2006-738 . . . . . . .

4,250

86

Hanjin Shipping Co., Ltd

8/2009


US$25,950

74.0

YZJ 2006-739 . . . . . . .

4,250

86


10/2009


US$25,950

74.0

YZJ 2006-740 . . . . . . .

4,250

86


12/2009


US$25,950

74.0


13,100

120

A.P. Moller — Maersk A/S

07/2010


US$56,491(1)

179.0

Maersk Emden . . . . . . .

13,100

120


07/2010


US$56,491(1)

179.0


13,100

120


08/2010


US$56,491(1)

179.0

Maersk Essen. . . . . . . .

13,100

120


09/2010


US$56,491(1)

179.0

Vessel Name

Charterer

Built

Shipyard

Net Daily Rate

(mm/yyyy)

Note: (1) Includes a premium payment of US$500 per day for vessel specification upgrade.

55

Value with Charter (US$ million)

APPENDIX E INDEPENDENT FINANCIAL ADVISER’S LETTER The Independent Directors Rickmers Trust Management Pte. Ltd. (as Trustee-Manager of Rickmers Maritime) 11 Keppel Road #10-02 RCL Centre Singapore 089057 17 April 2008 Dear Sirs INTERESTED PERSON TRANSACTION BY RICKMERS MARITIME IN CONNECTION WITH THE PROPOSED ACQUISITION OF 13 VESSELS For the purpose of this letter, capitalised terms not otherwise defined herein shall have the same meaning as given in the circular dated 17 April 2008 to the Unitholders of Rickmers Maritime (the “Circular”) 1.

INTRODUCTION This letter (the “Letter”) has been prepared for the inclusion in the Circular to be issued by Rickmers Trust Management Pte. Ltd., as trustee-manager of Rickmers Maritime to the Unitholders of Rickmers Maritime in connection with the proposed acquisition by Rickmers Maritime of 13 vessels (the “Additional Contracted Fleet”), comprising of nine 4,250 TEU vessels and four 13,100 TEU vessels (the “Proposed Acquisition”) from wholly-owned subsidiaries of Polaris Shipmanagement Company Limited (“Polaris”). The Purchase Price of the Additional Contracted Fleet is US$1.3 billion and the vessels comprising the Additional Contracted Fleet are scheduled for delivery from May 2008 to September 2010. All 13 vessels were offered for sale to the Trustee-Manager pursuant to the right of first offer under the Omnibus Agreement. Under Chapter 9 of the Listing Manual, where Rickmers Maritime proposes to enter into a transaction with an Interested Person and the value of the transaction (either in itself or when aggregated with the value of other transactions, each of a value equal to or greater than S$100,000, with the same Interested Person during the same financial year) is equal to or exceeds 5.0% of Rickmers Maritime’s latest audited NTA, Unitholders’ approval is required in respect of the transaction. As at 10 April 2008, Mr. Bertram R. C. Rickmers, the Chairman and Non-Independent Director of the Trustee-Manager, controls the Rickmers Group, by holding a direct interest of 94% in each of Rickmers Holding and Pacific Holdings. The Rickmers Group in turn holds an aggregate direct and deemed interest in 140,229,000 Units, which is equivalent to approximately 33.10% of the total number of Units in issue as at the Latest Practicable Date, and Mr. Bertram R. C. Rickmers is therefore regarded as a “controlling Unitholder” of Rickmers Maritime under the Listing Manual, and Polaris, a subsidiary of Pacific Holdings, is regarded as an associate of Mr. Bertram R. C. Rickmers. For the purposes of Chapter 9 of the Listing Manual, Polaris, being an associate of a Director and controlling Unitholder of Rickmers Maritime, is an Interested Person of Rickmers Maritime. Based on Rickmers Maritime’s audited consolidated financial statements for the financial year ended 31 December 2007, the NTA of Rickmers Maritime was US$427.7 million (or S$581.7 million based on the exchange rate of S$1.36 to US$1.00 as at 10 April 2008. Accordingly, if the value of a transaction which is proposed to be entered into in the current financial year by Rickmers Maritime with an Interested Person is, either in itself or in aggregation with all other earlier transactions (each of a value equal to or greater than S$100,000) entered into with the same Interested Person during the current financial year, equal to or in excess of US$21.4 million (or S$29.1 million based on the exchange rate of S$1.36 to US$1.00 as at 10 April 2008, such a transaction would be subject to Unitholders’ approval. Given that the aggregate Purchase Price is US$1.3 billion (or S$1.8 billion based on the exchange rate of S$1.36 to US$1.00 as at 10 April 2008), the value of the Proposed Acquisition exceeds the said threshold. Therefore, the Proposed Acquisition will constitute an “interested person transaction” under Chapter 9 of the Listing Manual in respect of which the approval of Unitholders is required. 56

The Trustee-Manager has obtained a confirmation from the SGX-ST that for the purposes of Chapter 10 of the Listing Manual, the approval of Unitholders will not be required for the acquisition of containerships which is consistent with the business objectives and strategy of Rickmers Maritime that would not result in any significant adverse change in Rickmers Maritime’s risk portfolio. In accordance with the requirements of Chapter 9 of the Listing Manual, KPMG Corporate Finance Pte Ltd (“KPMG Corporate Finance”) has been appointed as the Independent Financial Adviser (“IFA”) to the Independent Directors of Rickmers Trust Management Pte. Ltd. to provide an opinion on whether the financial terms of the Proposed Acquisition is on normal commercial terms and whether they are prejudicial to the interests of Rickmers Maritime and its minority Unitholders. 2.

TERMS OF REFERENCE KPMG Corporate Finance was neither a party to the negotiations entered into by the Trustee-Manager in relation to the Proposed Acquisition nor were we involved in the deliberations leading up to the decision on the part of the Directors to enter into the Proposed Acquisition and we do not, by this Letter, warrant the merits of any part of the Proposed Acquisition other than to form an opinion as to whether the Proposed Acquisition is on normal commercial terms and not prejudicial to the interests of Rickmers Maritime and its minority Unitholders. It is also not within our terms of reference to evaluate and comment on the commercial merits and/or risks of the Proposed Acquisition, or on the strategic potential and future prospects of the Rickmers Maritime after completion of the Proposed Acquisition. Any evaluation of and/or comment on the strategic or commercial merits of the Proposed Acquisition or on the prospects of the Rickmers Maritime remains the sole responsibility of the Trustee-Manager. In addition, we have not made any independent evaluation or appraisal of the existing or proposed assets or liabilities of Rickmers Maritime. In the course of our evaluation, we have held discussions with the management of the Trustee-Manager (the “Management”) and have considered the information contained in the Circular, publicly available information collated by us as well as information provided to us by the Management and its professional advisers, which may include solicitors, auditors, tax advisers and valuers. We have relied upon and assumed the accuracy of the relevant information provided to us by the aforesaid parties. We have not independently verified such information and accordingly cannot and do not warrant, and do not accept any responsibility for the accuracy, completeness or adequacy of such information. We have not independently verified and have assumed that all statements of fact, belief, opinion and intention made by the Directors in the Circular have been reasonably made after due and careful enquiry. We have relied upon the assurance of the Directors (including those who may have delegated detailed supervision of the Circular) that they have taken all reasonable care to ensure that the facts stated or opinions expressed in the Circular are fair and accurate in all material respects and that no material facts have been omitted which might cause the Circular to be misleading in any material respect. The Directors (including those who may have delegated detailed supervision of the Circular) have jointly and severally accepted responsibility accordingly in Section 12 (the “Directors’ Responsibility Statement”) of the Circular. The Trustee-Manager has been advised by its own professional advisers in the preparation of the Circular (other than this Letter). We have no role or involvement and have not provided any advice, financial or otherwise, whatsoever, in the preparation, review and verification of the Circular (other than this Letter). Accordingly, we take no responsibility for and express no views, whether expressed or implied, on the contents of the Circular (other than this Letter). In rendering our advice and giving our recommendation, we did not consider the specific investment objectives, financial situation or unique needs and constraints of any Unitholder or any specific group of Unitholders. We recommend that any individual Unitholder or group of Unitholders who may require specific advice in relation to his or their investment portfolio(s) consult his or their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers. Our view is based upon market, economic, industry, monetary, regulatory, and other conditions in effect on, and the information made available to us, as at the Latest Practicable Date. Such conditions can change significantly over a relatively short period of time. We assume no responsibility to update, revise or reaffirm our opinion in the light of any subsequent development after the date of this Letter. 57

This Letter is addressed to the Independent Directors for their benefit in connection with and for the purposes of their consideration of the Proposed Acquisition. The recommendations made by the Independent Directors shall remain the responsibility of the Independent Directors. Our recommendation in relation to the Proposed Acquisition, as set out in Appendix E of the Circular should be considered in the context of the entirety of this Letter and the Circular. 3.

DETAILS CONCERNING THE PROPOSED ACQUISITION OF THE ADDITIONAL CONTRACTED FLEET

3.1.

Proposed Acquisition As announced on 19 March 2008, the Trustee-Manager has entered into 13 conditional Memoranda of Agreement to acquire Additional Contracted Fleet, comprising five 4,250 TEU vessels chartered to Mitsui O.S.K. Lines, Ltd. (the “Mitsui Vessels”), four 4,250 TEU vessels chartered to Hanjin Shipping Co., Ltd. (the “Hanjin Vessels”) and four 13,100 TEU vessels chartered to A.P. Møller — Maersk A/S (the “Maersk Vessels”) (collectively, the “Vessels”). All the Vessels were offered for sale to the TrusteeManager pursuant to the right of first offer under the Omnibus Agreement. The Mitsui Vessels and Hanjin Vessels were disclosed in the Prospectus as being under construction at the time of Rickmers Maritime’s initial public offering and required to be offered to the Trustee-Manager under the right of first offer in the Omnibus Agreement once the Rickmers Group was successful in putting charters of appropriate length in place. The Mitsui Vessels and Hanjin Vessels are scheduled to be delivered between May 2008 and December 2009, and the Maersk Vessels are scheduled to be delivered between July and September 2010. All the Vessels will have at the time of completion of the sale and purchase of each Vessel in accordance with the terms of the respective Memorandum of Agreement (“Completion”), long-term, fixed-rate time charters (the “Charter Agreements”) with leading container liner shipping companies in place.

3.2.

Information on the Additional Contracted Fleet Estimated Date Built and Estimated Date of Delivery to Rickmers Maritime(1)

Duration of Charter


20 May 2008

120 months(4)

26,850

31 July 2008

120 months(4)

26,850

15 September 2008 Dalian Mitsui O.S.K. Shipyard Co., Lines, Ltd. Ltd.


26,850

Marshall Islands

15 November 2008

Dalian Mitsui O.S.K. Shipyard Co., Lines, Ltd. Ltd.

16 November 2008

120 months(4)

26,850

4,250

Marshall Islands

15 December 2008


16 December 2008

120 months(4)

26,850

Hull no. YZJ2006-737 . . . . .

4,250

Marshall Islands

25 February 2009



26 February 2009

86 months(5)

25,950

Hull no. YZJ2006-738 . . . . .

4,250

Marshall Islands

31 August 2009



1 September 2009

86 months(5)

25,950

Hull no. YZJ2006-739 . . . . .

4,250

Marshall Islands

30 October 2009



31 October 2009

86 months(5)

25,950

Capacity (TEU)

Intended Flag

MOL Dominance . . . .

4,250

Marshall Islands

19 May 2008



4,250

Marshall Islands

30 July 2008


MOL Delight . . . . . . .

4,250

Marshall Islands

MOL Destiny . . . . . . .

4,250

MOL Devotion . . . . . .

Name of Vessel

58

Shipyard

Charterer


Estimated Date Built and Estimated Date of Delivery to Rickmers Maritime(1)

Duration of Charter


86 months(5)

25,950

6 July 2010

120 months(6)

56,941(7)


16 July 2010

120 months(6)

56,941(7)

Hyundai Heavy Industries Co., Ltd


31 August 2010

120 months(6)

56,941(7)

10 September 2010 Hyundai Heavy Industries Co., Ltd



56,941(7)


Capacity (TEU)

Intended Flag

Hull no. YZJ2006-740 . . . . .

4,250

Marshall Islands

31 December 2009



1 January 2010


13,100

Marshall Islands

5 July 2010



Maersk Emden . . . . . .

13,100

Marshall Islands

5 July 2010



13,100

Marshall Islands

30 August 2010

Maersk Essen . . . . . .

13,100

Marshall Islands

Name of Vessel

Shipyard

Charterer

Notes: (1) This date may be either brought forward or delayed by the relevant shipyard depending on its actual building schedule. (2) Charters typically commence one day after delivery from the shipyard due to the time required for the commissioning of a vessel. (3) After deduction of brokerage fee, if any. (4) ⫹/⫺ up to 45 days at the charterer’s option. (5) ⫹/⫺ up to 2 months at the charterer’s option. The charterer also has an option to extend upon expiry of the initial charter period for an additional 36 months, at a net daily time-charter rate of US$27,950. (6) ⫹/⫺ up to 90 days at the charterer’s option. The charterer has two consecutive options to extend upon expiry of the initial charter period for 30 months each, at a net daily time-charter rate of US$58,954. (7) Includes daily premium payment for vessel specification upgrade.

The Mitsui Vessels comprise of MOL Dominance, MOL Dedication, MOL Delight, MOL Destiny and MOL Devotion. The Hanjin Vessels comprise of Hull no. YZJ2006-737, Hull no. YZJ2006-738, Hull no. YZJ2006-739 and Hull no. YZJ2006-740. The Maersk Vessels comprise of Maersk Edinburgh, Maersk Emden, Maersk Eindhoven and Maersk Essen. Rickmers Maritime invests in vessels that are constructed by reputable shipbuilders with established operating track records to ensure quality and consistency in the design and build of the vessels. The design of each of the Vessels has been customised by the Rickmers Group in consultation with leading container liner shipping companies and the classification societies, and in respect of the Maersk Vessels, built based on Hyundai Heavy Industries Co., Ltd.’s design for 13,100 TEU containerships. Further details of the Proposed Acquisition of the Additional Contracted Fleet are set out in Section 2.3 to 2.8 of the Circular. Detailed descriptions of the Additional Contracted Fleet are set out in Appendix A of the Circular. 3.3.

Estimated Total Acquisition Cost The current estimated Total Acquisition Cost for the Additional Contracted Fleet is approximately US$1,350.0 million, comprising: 3.3.1.

the aggregate Purchase Price of US$1,347.6 million in cash consisting of: 3.3.1.1.

US$72.0 million for each of the Mitsui Vessels, expected to be delivered in 2008; 59

3.3.1.2.

US$69.0 million for each of the Hanjin Vessels, expected to be delivered in 2009;

3.3.1.3.

US$177.5 million for each of the Vessels, Maersk Edinburgh and Maersk Emden, expected to be delivered in 2010; and

3.3.1.4.

US$178.3 million for each of the Vessels, Maersk Eindhoven and Maersk Essen, expected to be delivered in 2010;

3.3.2.

the estimated professional and other fees and expenses incurred in connection with the Proposed Acquisition of approximately US$0.9 million; and

3.3.3.

the estimated vessel pre-delivery costs of approximately US$1.5 million.

The purchase price for each Vessel is due on the delivery of such Vessel to Rickmers Maritime. 3.4.

Purchase Price The Purchase Price was determined by agreement between the Trustee-Manager and Polaris in accordance with the terms set out in the Omnibus Agreement, which requires the Vessels to be offered to the Trustee-Manager at fair market value of the Vessels, provided that the Purchase Price shall not be less than the cost of the Vessels. The fair market value of a Vessel is the cash price that a nonaffiliated third-party would pay to acquire the Vessel, subject to the relevant charter, in a sale in an arm’s length transaction. The Independent Valuer, Braemar Seascope Valuations Limited, has been appointed by the TrusteeManager to value the Additional Contracted Fleet. Based on the independent valuations of the Additional Contracted Fleet conducted by the Independent Valuer, the valuation of the Additional Contracted Fleet as at 10 March 2008 was US$1,397.0 million comprising: 3.4.1.


3.4.2.


3.4.3.


The Purchase Price is accordingly, at a 3.5% discount to the current valuations. (For further details, see “Summary Valuation Report” in Appendix D of the Circular) We note that the purchase price for each of the Vessels is at a 0.39% to 6.76% discount to their respective valuations. 3.5.

Certain Terms of the Memoranda of Agreement Some of the salient terms of the Memoranda of Agreement are summarized below: 3.5.1.

Memoranda of Agreement are subject to and conditional upon the approval by the Unitholders given at an extraordinary general meeting for the Proposed Acquisition being obtained not later than the date of delivery of such Vessel or 30 April 2008 (the “Long-stop Date”), whichever is earlier, provided that the VesselCos and Rickmers Maritime may agree to extend the Long-stop Date. As announced on 14 April 2008, the VesselCos and Rickmers Maritime have on 11 April 2008 agreed to extend the Long-stop Date to 12 May 2008. For the avoidance of doubt, the Memoranda of Agreement are not subject to the Trustee-Manager obtaining financing for the Additional Contracted Fleet. However, Unitholders should note that the Proposed Acquisition is subject to and conditional upon the passing of the resolution for the Equity Fund Raising (Ordinary Resolution 2).

3.5.2.

Completion will take place following the date of delivery to, and acceptance by, the relevant VesselCo of the Vessel under its shipbuilding contract with the respective shipyards. Delivery of the Additional Contracted Fleet is expected to occur over the next 29 months to September 2010 but is ultimately dependent upon the delivery of the Vessels from the relevant shipyards to the relevant VesselCos.

3.5.3.

The Vessels, which are still under construction as at 10 April 2008, will be delivered to Rickmers Maritime by the relevant VesselCos on a “back-to-back” basis with the underlying shipbuilding contracts. The warranty of the shipyard and all other rights and benefits accruing to the VesselCos under the shipbuilding contracts for such Vessels, together with the obligation to take a guarantee engineer of the shipyard on board for the time of the warranty period, will be transferred to Rickmers Maritime, to the extent the shipyard agrees to such transfer. If the 60

consent of the shipyard is not obtained for the assignment and such rights are not transferred, the relevant VesselCo is obliged to enforce such rights on behalf of Rickmers Maritime. 3.5.4.

The Vessels are to be transferred to Rickmers Maritime free and clear of all liens and encumbrances.

3.5.5.

Each VesselCo has agreed that in case it has the right to either reject or accept the Vessel under the shipbuilding contract due to either excessive delay and/or excessive deviations from certain vessel specifications defined under the shipbuilding contract, it will consult Rickmers Maritime before exercising its right under the shipbuilding contract to accept the Vessel under the shipbuilding contract or to reject the Vessel and consequently rescind or cancel the shipbuilding contract. Each VesselCo shall notify Rickmers Maritime of its right to accept or reject the Vessel without undue delay. Rickmers Maritime will have to make its decision of whether to accept or reject the Vessel promptly after receipt of the VesselCo’s notification but in any case before the VesselCo’s acceptance or rejection of the Vessel is due to be given to the shipyard in accordance with the shipbuilding contract (the “Vessel Acceptance Date”). The VesselCo will accept the Vessel if instructed in writing by Rickmers Maritime sufficiently in advance of the Vessel Acceptance Date. Should Rickmers Maritime’s notification not be received by the relevant VesselCo sufficiently in advance of the Vessel Acceptance Date, Rickmers Maritime shall be deemed to have accepted the Vessel under the Memorandum of Agreement. Where the relevant VesselCo has the right to reject the Vessel under the shipbuilding contract and Rickmers Maritime has duly notified the VesselCo of its decision not to accept such Vessel, Rickmers Maritime will not be bound to accept delivery of the Vessel under the relevant Memorandum of Agreement even if the VesselCo decides to accept the Vessel under the shipbuilding contract and the Memorandum of Agreement shall become null and void.

3.5.6.

If for any reason one or more of the Vessels currently on order is not delivered by the shipyard to the relevant VesselCos in accordance with the shipbuilding contract, such VesselCos will not be obliged to deliver the relevant Vessel(s) to Rickmers Maritime.

3.5.7.

The purchase price for each of the Vessels is payable on the date of delivery of the Vessel from the relevant VesselCo to Rickmers Maritime.

3.5.8.

The payment terms for the purchase of vessels customarily require the payment of a deposit amounting to 10% deposit of the purchase price.

3.5.9.

3.5.8.1.

With respect to the Mitsui Vessels and Hanjin Vessels, the relevant VesselCos have waived the requirement for a deposit from Rickmers Maritime.

3.5.8.2.

With respect to the Maersk Vessels, Rickmers Maritime is required to provide a deposit of US$10.0 million for each Maersk Vessel (amounting to approximately 5.6% of the Purchase Price of each Maersk Vessel) to the respective VesselCo in cash or by way of a bank guarantee issued to the relevant VesselCo at least one year before the expected delivery date of each of the Maersk Vessels, i.e. 5 July 2009, 15 July 2009, 30 August 2009 and 10 September 2009 respectively. The Trustee-Manager shall communicate the choice of the form of deposit to the relevant VesselCo not later than six months before the deposit becomes due. The deposit for each of the Maersk Vessels will be released to the relevant VesselCo and the balance of the Purchase Price will be payable in cash upon the delivery of such Vessel. Interest, if any, on the deposit for the Maersk Vessels, where such deposit is provided in the form of cash, will be credited to Rickmers Maritime.

If Rickmers Maritime is in default as to payment of the purchase price of the Vessel or any other amount owing to the relevant VesselCo under the relevant Memorandum of Agreement, Rickmers Maritime shall be liable to pay interest at 2% over 3-month US$ LIBOR per annum on the unpaid amount from the day from which the same became due to the said VesselCo until the date of actual payment. This shall be the relevant VesselCo’s sole remedy and the said VesselCo shall have no claim against Rickmers Maritime for any further loss and damage, howsoever caused. If Rickmers Maritime’s default continues for a period of more than five business days, the said VesselCo shall have the right to rescind, cancel or otherwise terminate the Memorandum of Agreement by giving notice in writing to Rickmers Maritime. In the case of the Maersk Vessels, the deposit, together with interest, shall be forfeited to the 61

relevant VesselCo. This shall be the said VesselCo’s sole remedy and the VesselCo shall have no claim against Rickmers Maritime from any further loss and damage, howsoever caused. 4.

PROPOSED FINANCING OF THE ADDITIONAL CONTRACTED FLEET

4.1.

Method of Financing The Trustee-Manager intends to finance the Additional Contracted Fleet through a combination of debt and equity (including debt and equity securities), available cash reserves and excess cash from operations. The exact timing and sizing of any debt and equity financing will be subject to, amongst other factors, prevailing market conditions and the expected delivery schedule of the Vessels which is from 19 May 2008 and 10 September 2010. The Purchase Price of the Proposed Acquisition is US$1.3 billion. The Purchase Price of the Mitsui Vessels, the Hanjin Vessels and the Maersk Vessels is US$360.0 million, US$276.0 million and US$711.6 million respectively. The Trustee-Manager has obtained signed term sheets (which are subject to, inter alia, final legal documentation) for US$627.5 million to fund the acquisition for the Mitsui Vessels and the Hanjin Vessels. If Unitholders’ approval is obtained for Ordinary Resolution 2 (Proposed Issue of New Securities Pursuant to the Equity Fund Raising), Rickmers Maritime will have the mandate to issue New Securities to raise up to US$650 million towards financing the Proposed Acquisition. The Trustee-Manager intends to finance the remaining of the through debt, equity, available cash reserves and excess cash from operations or any combination thereof. 4.1.1.

Debt Financing The Trustee-Manager intends to use US$627.5 million that may be raised from debt financing (based on the signed term sheets obtained), together with the amounts available for drawdown under the IPO Facility, available cash reserves and excess cash from operations as follows: 4.1.1.1.

to fully satisfy the purchase price for the first six Vessels to be delivered to Rickmers Maritime, namely the Mitsui Vessels and the first Hanjin Vessel (Hull No. YZJ2006-737). These Vessels are expected to be delivered to Rickmers Maritime between 19 May 2008 and 25 February 2009; and

4.1.1.2.

to partially satisfy the purchase price for the seventh to ninth Vessels to be delivered to Rickmers Maritime, namely the following three Hanjin Vessels, Hull No. YZJ2006-738, Hull No. YZJ2006-739 and Hull No. YZJ2006-740. These Vessels are expected to be delivered to Rickmers Maritime between 31 August and 31 December 2009.

With respect to the Maersk Vessels, the Trustee-Manager has obtained indicative debt financing terms for these Vessels. However, the Trustee-Manager has decided not to commit to any debt financing terms at this point in time as the Trustee-Manager believes that the costs of obtaining and maintaining committed debt financing for the Maersk Vessels, which are due for delivery only in the latter half of 2010, outweigh the benefits of achieving the certainty in such debt financing. The Trustee-Manager further believes that it will be able to arrange financing for the Maersk Vessels at a later date at favourable conditions. Further details of the credit facilities are set out in Section 5 of the Circular. We note that deferring the financing for the Maersk Vessels defers the associated commitment and upfront fees that may be incurred should debt financing be obtained at this point. Unitholders should be aware that Rickmers Maritime will be exposed to the variation of the interest rate as well as the availability of debt financing at such point when the financing for the Maersk Vessels are secured. 4.1.2.

Equity Financing The Trustee-Manager may raise up to US$650 million in equity (the “Proposed Equity Fund Raising”) on one or more occasions to partially finance the Proposed Acquisition or to repay borrowings used to finance the Purchase Price of the Vessels. In light of the signed term sheets obtained by the Trustee-Manager as described in Section 4.2 of the Circular, the TrusteeManager does not need to raise equity to finance the Mitsui Vessels and the first Hanjin Vessel. For the remaining Vessels, the Trustee-Manager intends to fund it with either debt, equity, available cash reserves, excess cash from operations or any combination thereof. The timing 62

and sizing of such equity financing will depend on prevailing market conditions and the delivery schedule of the Vessels. See Section 6 of the Circular (Equity Fund Raising) for more details. We note that even with the increase in the number of Units, Rickmers Maritime will still have sufficient cash flow to increase distributions for the existing and new Unitholders. 4.2.

Details of the Credit Facilities 4.2.1.

Debt Financing The Trustee-Manager has obtained the following signed term sheets, which are subject to inter alia, final legal documentation: 4.2.1.1.

a secured amortizing term loan / revolving credit facility of US$288.0 million (the “First Facility”);

4.2.1.2.

a partially revolving term loan facility of US$103.5 million (the “Second Facility”); and

4.2.1.3.

a secured reducing revolving credit facility of US$106.0 million (the “Third Facility”).

4.2.1.4.

an increase in the IPO facility by US$130.0 million (the “Top Up Facility”)

Details of the credit facilities are set out in Section 5.2 to 5.5 of the Circular. 5.

EVALUATION OF THE PROPOSED ACQUISITION In the course of our evaluation of the financial terms of the Proposed Acquisition, we have given due consideration to, inter alia, the following factors: (1) the rationale for the Proposed Acquisition; (2) the financial assessment of the Proposed Acquisition; and (3) other relevant factors.

5.1.

The Rationale for the Acquisition The Trustee-Manager’s rationale for the Proposed Acquisition is set out in Section 3.4 of the Circular. The Trustee-Manager believes that the Proposed Acquisition will bring the following key benefits to Unitholders: 5.1.1.

CFU Accretion and Increased DPU The Trustee-Manager expects the Proposed Acquisition, together with the proposed method of financing of the Additional Contracted Fleet through a combination of the Equity Fund Raising and the credit facilities, to enhance the CFU enjoyed by Unitholders. The forecast and projections indicate that the Additional Contracted Fleet will increase the current CFU by 15.88% for the Forecast Period 2008 and 10.58% and 7.40% for the Projection Years 2009 and 2010 respectively based on the assumptions set out in the Consolidated Profit Forecast and Projections in Appendix B of the Circular. The increased CFU will allow the Trustee-Manager to increase distributions per Unit (“DPU”) as the Vessels are being delivered.

5.1.2.

Stable Income with Additional Long-term, Fixed-rate Charters Extend Average Lease Term The additional long-term, fixed-rate charters of the Additional Contracted Fleet will extend Rickmers Maritime’s weighted average remaining lease terms. On delivery of the final Vessel in September 2010, the weighted average lease term of the 23 vessels in the Enlarged Fleet will be approximately 6.4 years as compared to 4.3 years for the Existing Fleet. The extension of Rickmers Maritime’s weighted average lease term will result in increased stability of distributable earnings for Unitholders. In addition, the Enlarged Fleet will have charters which expire over a longer period as well as a more staggered redelivery schedule, from 2015 for the last vessel of the Existing Fleet to 2020 for the last vessel of the Enlarged Fleet, and these will, in turn, lower Rickmers Maritime’s exposure to future fluctuations in the charter market. 63

5.1.3.

Overall Improvements to Rickmers Maritime’s Vessel Portfolio The Trustee-Manager expects the Proposed Acquisition to result in the following improvements to Rickmers Maritime’s vessel portfolio: 5.1.3.1.

Broader charterers’ base and income diversification The Proposed Acquisition will lead to a broadening of the charterers’ base with leading container liner shipping companies such as Mitsui O.S.K. Lines. Ltd. and Hanjin Shipping Co., Ltd. being added to the charterers of the Existing Fleet, namely Italia Marittima, CMA CGM and Maersk Line. This is expected to benefit Unitholders by increasing income diversification, reducing the reliance of Rickmers Maritime’s income stream on any single vessel or charterer as well as reducing the reliance on the income contribution from the charterers of the Existing Fleet. Following the Completion of the acquisition of the final Vessel in September 2010, the Existing Fleet will contribute approximately 35.5% of the charter revenue of the Enlarged Fleet and no single charterer will contribute more than 34.4% of the charter revenue of the Enlarged Fleet, as compared to 60.6% prior to the Completion.

5.1.3.2.

Strengthening of the credit profile as a result of counterparty diversification The creditworthiness of Rickmers Maritime is supported by the underlying long-term fixed-rate charters to strong credit counterparties, which will be strengthened further with the addition of Mitsui O.S.K. Lines, Ltd. and Hanjin Shipping Co., Ltd. This, together with the additional containerships on charter to the world’s largest container liner shipping company, A.P. Møller — Maersk A/S, reflects Rickmers Maritime’s strategy to grow its portfolio with leading container liner shipping companies. See Section 2.7 (Charterers) of the Circular for further details.

5.1.3.3.

Preservation of a young fleet age profile with a robust pipeline of newbuildings On delivery of the final Vessel, the average age of the 23 vessels in the Enlarged Fleet will be approximately 2.2 years, as compared to 3.6 years for the Existing fleet. The Trustee-Manager believes that the Proposed Acquisition will preserve Rickmers Maritime’s fleet as one of the youngest in the industry. The Trustee-Manager believes that this will provide Rickmers Maritime with key competitive advantages, as newer vessels usually require fewer off-hire days, less downtime for repairs and maintenance, and have greater operating cost efficiencies, as compared to older vessels.

5.1.3.4.

Broadening of fleet composition The introduction of the advanced 13,100 TEU vessels will increase variety in Rickmers Maritime’s fleet composition, which will widen Rickmers Maritime’s charter market exposure and penetration. The introduction of these large containerships fits within Rickmers Maritime’s targeted asset portfolio and the Trustee-Manager believes that it will enable Rickmers Maritime to establish itself as a leading ship owner and operator.

5.1.4.

Economies of Scale and Greater Operating Cost Efficiencies The Additional Contracted Fleet consists exclusively of vessels that are being, and will be, built by reputable shipbuilders using standard vessel designs customised by the Rickmers Group in consultation with leading container liner shipping companies and the classification societies. Each of the Mitsui Vessels and Hanjin Vessels are sister ships with the 4,250 TEU vessels in the Existing Fleet, uniform in all material respects and having the same or similar equipment. As a result, the Trustee-Manager expects to enjoy operating efficiencies and economies of scale in operations, maintenance and crewing. 64

5.2.

The Financial Assessment of the Proposed Acquisition In evaluating the reasonableness of the Purchase Price of the Proposed Acquisition, we have taken into account the following pertinent factors which we consider to have a significant bearing on our assessment: 5.2.1.

Purchase Price The Purchase Price was determined by agreement between the Trustee-Manager and Polaris in accordance with the terms set out in the Omnibus Agreement, which requires the Vessels to be offered to the Trustee-Manager at the fair market value of the Vessels, provided that the Purchase Price shall not be less than the cost of the Vessels. The fair market value of a Vessel is the cash price that a non-affiliated third-party would pay to acquire the Vessel, subject to the relevant charter, in a sale in an arm’s length transaction.

5.2.2.

Valuation of the 13 Vessels Undertaken by the Independent Valuer The Independent Valuer, Braemar Seascope Valuations Limited, has been appointed by the Trustee-Manager to value the Additional Contracted Fleet. Based on the independent valuations of the Additional Contracted Fleet conducted by the Independent Valuer, the valuation of the Additional Contracted Fleet as at 10 March 2008 was US$1,397.0 million, comprising: 5.2.2.1.


5.2.2.2.


5.2.2.3.


The Purchase Price is accordingly, at a 3.5% discount to the current valuations. (For further details, see “Summary Valuation Report” in Appendix D of the Circular.) Name of Vessel MOL Dominance . . . . . . . . . . . . . . . . . . . . . . .

Purchase Price

Valuation

(US$ million)

(US$ million)

72.0

77.0

Discount to Valuation 6.49%

MOL Dedication . . . . . . . . . . . . . . . . . . . . . . .

72.0

77.0

6.49%

MOL Delight . . . . . . . . . . . . . . . . . . . . . . . . . .

72.0

77.0

6.49%

MOL Destiny . . . . . . . . . . . . . . . . . . . . . . . . . .

72.0

77.0

6.49%

MOL Devotion . . . . . . . . . . . . . . . . . . . . . . . . .

72.0

77.0

6.49%

Hull no. YZJ2006-737 . . . . . . . . . . . . . . . . . . .

69.0

74.0

6.76%

Hull no. YZJ2006-738 . . . . . . . . . . . . . . . . . . .

69.0

74.0

6.76%

Hull no. YZJ2006-739 . . . . . . . . . . . . . . . . . . .

69.0

74.0

6.76%

Hull no. YZJ2006-740 . . . . . . . . . . . . . . . . . . .

69.0

74.0

6.76%

Maersk Edinburgh . . . . . . . . . . . . . . . . . . . . . .

177.5

179.0

0.84%

Maersk Emden . . . . . . . . . . . . . . . . . . . . . . . . .

177.5

179.0

0.84%

Maersk Eindhoven . . . . . . . . . . . . . . . . . . . . . .

178.3

179.0

0.39%

Maersk Essen. . . . . . . . . . . . . . . . . . . . . . . . . .

178.3

179.0

0.39%

We have reviewed the valuation reports prepared by the Independent Valuer and note that the Purchase Price for each of the Vessels is at a 0.39% to 6.76% discount to their respective valuations. We note that the Independent Valuer has used recent comparable sales (i.e. vessels of similar age/type and condition or else factor in difference in condition) from direct contacts as well as from open market reports. In addition, in arriving at the valuation, the Independent Valuer has considered the income stream to be generated under the charter agreement together with the individual value of the vessel upon expiry of the charter agreements. In order to arrive at the final valuation, the Independent Valuer analysed in detail the difference between the respective Vessels and vessels reported as sold and calculated the differences into a monetary value. 65

5.2.3.

Unaudited Pro Forma NAV The pro forma financial effects of the Proposed Acquisition on the NAV per Unit as at 31 December 2007, as if the Proposed Acquisition was completed on 31 December 2007, prepared for illustrative purposes only and based on the assumptions described in Appendix B of the Circular, are as follows: As at 31 December 2007 Existing Fleet Enlarged Fleet

NAV (US$’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

418,713(1)

904,213(2)

Units in Issue (’000). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)

423,675

1,048,675(4)

NAV per Unit (US$). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.988

0.862

Notes: (1) Based on the audited financial statements as at 31 December 2007 and adjusted assuming ITAL Fiducia is delivered on 31st December 2007. (2) Based on the Existing Fleet NAV and adjusted for the impact arising from the Proposed Acquisitions. (3) Actual number of Units in issue as at 31 December 2007 and adjusted assuming the issuance of 33.438 million units to Polaris Shipmanagement Company Limited for the purchase of CMA CGM Onyx. (4) Based on the Existing Fleet Units in issue and adjusted for the impact of the New Common Units issued under an assumed Equity Fund Raising of US$500 million at an assumed issue price of US$0.80 per New Common Unit. The closing price of the Common Units on the SGX-ST as at 31 December 2007 was also US$0.80 per Common Unit (based on the exchange rate of S$1.43721 to US$1.00).

We note that the financial effects of the Proposed Acquisition on the NAV per Unit as shown above is prepared for illustrative purposes only, and is not meant to reflect the actual NAV per Unit of the Trust as at 31 December 2007. We note that if the Proposed Acquisition was completed on 31 December 2007, based on the assumptions described in Appendix B of the Circular, the NAV per unit is expected to decrease by US$0.13 or 12.75%. 5.2.4.

DPU The base DPU is currently US$0.0214 per Unit per quarter. The forecast and projections as set out in Appendix B of the Circular reflect an increase in the distributable cash flow which would enable Rickmers Maritime to increase its DPU during the Forecast Period 2008 and Projection years 2009 and 2010. The Trustee-Manager intends to optimize the DPU for the benefit of the Unitholders based on an appropriate debt and equity structure. Notwithstanding the above, Unitholders should note that an increase in distributable cash flow may not result in an increase in DPU. We note that the debt and equity structure and the timing of such financing undertaken by the Trustee-Manager, will be subject to, inter alia, prevailing market conditions, the delivery schedule of the Vessels, and the availability of debt and equity financing.

66

5.2.5.

Consolidated Profit Forecast and Projections Forecast and Projections of Cash Flow from Earnings Available for Distribution(1) Existing Fleet Forecast Period 2008

Enlarged Fleet


Forecast 2010 Period 2008

US$ thousands


2010

US$ thousands

Cash flow from earnings available for distribution . .

25,871

50,840

49,761

29,993

76,117

107,116

Cash flow from earnings available for distribution per Unit (US cents) . . . . . .

6.11

12.00

11.75

7.08

13.27

12.62

Notes: (1) The cash flow from earnings available for distribution is arrived after adjusting for non-cash items of depreciation, amortisation of favourable charter contracts, amortization of debt issuance costs and deferred income from charter contracts as well as drydocking cash reserves.

CFU for the Forecast Period 2008 increased from US6.11 cents to US7.08 cents. CFU for the Projection Year 2009 increased from US12.00 cents to US13.27 cents. CFU for the Projection Year 2010 increased from US11.75 cents to US12.62 cents. CFU accretion for the Forecast Period 2008 and the Projection Years 2009 and 2010 are 15.88%, 10.58% and 7.40% respectively. The forecast and projections must be read together with the detailed Consolidated Profit and Forecast and Projections as well as the accompanying assumptions and sensitivity analysis in Appendix B of the Circular, and the report of the Reporting Auditors (who have examined the forecast and projection) in Appendix C of the Circular. 5.3.

Other Relevant Factors 5.3.1.

Master Ship Management Agreement On 11 April 2007, the Trustee-Manager and Rickmers Shipmanagement (Singapore) Pte. Ltd. (“Rickmers Shipmanagement”) entered into a master ship management agreement (the “Master Ship Management Agreement”) pursuant to which Rickmers Shipmanagement was appointed to manage the vessels acquired by Rickmers Maritime at the initial public offering of Rickmers Maritime, as well as additional vessels acquired from time to time by Rickmers Maritime in accordance with the terms of the Master Ship Management Agreement. The provision of ship management services by Rickmers Shipmanagement constitutes an interested person transaction which requires Unitholders’ approval (if certain thresholds set out in Chapter 9 of the Listing Manual are triggered). However, as the Master Ship Management Agreement was disclosed in the Prospectus, Unitholders by subscribing for Units in the initial public offering of Rickmers Maritime, are deemed to have approved the terms of the Master Ship Management Agreement and the transactions thereunder. Therefore, separate Unitholders’s approval would not be required for the provision of ship management services by Rickmers Shipmanagement to Rickmers Maritime for additional vessels acquired by Rickmers Maritime, so long as it is undertaken on the terms of the Master Ship Management Agreement and the relevant individual ship management agreement entered into in respect of such additional vessel, such individual shipmanagement agreement is to be substantially in the form set out in Schedule 2 of the Master Ship Management Agreement, which is based on “Shipman 98 Standard Ship Management Agreement” published by the Baltic and International Maritime Council (the “Individual Ship Management Agreement”). We note that there have been no changes to the terms of the Master Ship Management Agreement.

5.3.2.

The Trustee-Manager’s Internal Control System and the Role of the Audit Committee We note in the Rickmers Maritime prospectus that the Trustee-Manager has established an internal control system to ensure that all interested person transactions will be undertaken on 67

normal commercial terms and will not be prejudicial to the interests of Rickmers Maritime or those of its Unitholders. The audit committee will monitor and review the procedures and policies implemented by Rickmers Maritime to ensure compliance with the internal controls. 5.3.3.

Leverage The Trustee-Manager intends to finance the Additional Contracted Fleet through a combination of debt and equity (including debt and equity securities), and excess cash from operations. The exact timing and sizing of any debt and equity financing will be subject to, amongst other things, prevailing market conditions and the expected delivery schedule of the Vessels which is from 19 May 2008 and 10 September 2010. Based on the assumed drawdown from the credit facilities and the proposed Equity Fund Raising during the review period, the gearing level will be around 61% as at the end of the Forecast Period 2008 and around 56% at the end of the Projection Years 2009 and 2010.

5.3.4.

Risks of Financing for the Maersk Vessels Unitholders should be aware that the Trustee-Manager has decided not to commit to any debt financing terms at this point in time as the Trustee-Manager believes that the costs of obtaining and maintaining committed debt financing for the Maersk Vessels, which are due for delivery only in the latter half of 2010, outweigh the benefits of achieving the certainty in such debt financing. The Trustee-Manager further believes that it will be able to arrange financing for the Maersk Vessels at a later date at favourable conditions. We note, however, that the creditworthiness of Rickmers Maritime is supported by the underlying long-term fixed-rate charters to strong credit counterparties, which will be strengthened further with the addition of Mitsui O.S.K. Lines, Ltd. and Hanjin Shipping Co., Ltd. This, together with the additional containerships on charter to the world’s largest container liner shipping company, A.P. Møller — Maersk A/S, should enable Rickmers Maritime to continue obtaining debt financing at competitive rates.

6.

OUR OPINION In arriving at our opinion on whether the financial terms of the Proposed Acquisition are on normal commercial terms and whether they are prejudicial to the interests of Rickmers Maritime and its minority Unitholders, we considered the factors set out in the previous sections of this letter. Our conclusions in respect of the factors considered are set out below:

6.1.

Rationale of the Proposed Acquisition We have reviewed the rationale of the Proposed Acquisition and are of the view that the Proposed Acquisition is being made on a reasonable basis.

6.2.

The Financial Assessment of the Proposed Acquisition In the financial assessment of the Proposed Acquisition, we have considered the following: Valuation by the Independent Valuer We note that the aggregate purchase price of US$1,347.6 million is at a 3.5% discount to the valuation undertaken by the Independent Valuer which valued the Additional Contracted Fleet as at 10 March 2008 at US$1,397.0 million. We note that the purchase price for each of the Vessels is at a 0.39% to 6.76% discount to their respective valuations. Unaudited Pro Forma NAV We note that if the Proposed Acquisition was completed on 31 December 2007, based on the assumptions described in Appendix B of the Circular, the NAV per unit is expected to decrease by US$0.13 or 12.75%. 68

DPU We note that the debt and equity structure and the timing of such financing undertaken by the TrusteeManager, will be subject to, inter alia, prevailing market conditions, the delivery schedule of the Vessels, and the availability of debt and equity financing. Consolidated Profit Forecast and Projections Based on the Trustee-Manager’s consolidated profit forecast and projections, we note the following: — CFU for the Forecast Period 2008 increased from US6.11 cents to US7.08 cents. — CFU for the Projection Year 2009 increased from US12.00 cents to US13.27 cents. — CFU for the Projection Year 2010 increased from US11.75 cents to US12.62 cents. — CFU accretion for the Forecast Period 2008 and the Projection Years 2009 and 2010 are 15.88%, 10.58% and 7.40% respectively.

The financial assessment shows that the Vessels are being acquired at a discount to their respective fair market values and are expected to be accretive on a cash flow per unit basis. The pro-forma NAV per Unit decreases but that figure is calculated on a historical basis and is for illustrative purposes only and therefore may not be a reflection of the actual performance in future. Accordingly, we are of the view that the financial terms of the Proposed Acquisition are not unreasonable. 6.3.

Other Relevant Factors Master Ship Management Agreement The provision of ship management services by Rickmers Shipmanagement constitutes an interested person transaction which requires Unitholders’ approval (if certain thresholds set out in Chapter 9 of the Listing Manual are triggered). However, as the Master Ship Management Agreement was disclosed in the Prospectus, Unitholders by subscribing for Units in the initial public offering of Rickmers Maritime, are deemed to have approved the terms of the Master Ship Management Agreement and the transactions thereunder. Therefore separate Unitholders’s approval would not be required for the provision of ship management services by Rickmers Shipmanagement to Rickmers Maritime for additional vessels acquired by Rickmers Maritime so long as it is undertaken on the terms of the Master Ship Management Agreement and the relevant Individual Ship Management Agreement(s). We note that there have been no changes to the terms of the Master Ship Management Agreement. Certain terms of the Memoranda of Agreement We have also considered the Certain Terms of the Memoranda of Agreement in our evaluation. The Trustee-Manager’s internal control system and the role of the audit committee The Trustee-Manager has established an internal control system to ensure that all Interested Person transactions will be undertaken on normal commercial terms and will not be prejudicial to the interests of Rickmers Maritime and the Unitholders. The audit committee will monitor and review the procedures and policies implemented by Rickmers Maritime to ensure compliance with the internal controls. Leverage The Trustee-Manager intends to finance the Additional Contracted Fleet through a combination of debt and equity (including debt and equity securities), and excess cash from operations. The exact timing and sizing of any debt and equity financing will be subject to, amongst other things, prevailing market conditions and the expected delivery schedule of the Vessels which is from 19 May 2008 and 10 September 2010. Based on the assumed drawdown from the credit facilities and the Proposed Equity Fund Raising during the review period, the gearing level will be around 61% as at the end of the Forecast Period 2008 and around 56% at the end of the Projection Years 2009 and 2010. 69

Risks of financing for the Maersk Vessels We note that Rickmers Maritime will be exposed to the variation of the interest rate as well as the availability of debt and equity financing at such point when the financing for the Maersk Vessels are secured. We note, however, that the creditworthiness of Rickmers Maritime is supported by the underlying longterm fixed-rate charters to strong credit counterparties, which will be strengthened further with the addition of Mitsui O.S.K. Lines, Ltd. and Hanjin Shipping Co., Ltd. This, together with the additional containerships on charter to the world’s largest container liner shipping company, A.P. Møller — Maersk A/S, should enable Rickmers Maritime to continue obtaining debt financing at competitive rates.

Having considered the other factors, we are of the view that on the whole they do not appear to be unreasonable. After carefully considering the information available to us as of, and based upon the monetary, industry, market, economic and other relevant conditions subsisting as at 10 April 2008 and based on our considerations above, we are of the opinion that the Proposed Acquisition is on normal commercial terms and is not prejudicial to the interests of Rickmers Maritime and its minority Unitholders. Accordingly, we advise the Independent Directors to recommend that the Unitholders vote in favour of the ordinary resolution in relation to the Proposed Acquisition. This opinion is addressed solely to the Independent Directors for their use and benefit, in connection with and for their consideration of the Proposed Acquisition and for inclusion in the Circular. This letter may only be reproduced, disseminated or quoted in the form and context in which it appears in the Circular or with the prior written consent of KPMG Corporate Finance. The recommendation to be made by the Independent Directors to the Unitholders shall remain the responsibility of the Independent Directors. In rendering the above opinion, we have not taken into consideration the specific investment objectives, financial situation, tax position or unique needs and constraints of any individual Unitholder. Accordingly, any individual Unitholder who may require specific advice in relation to his investment portfolio including his investment in Rickmers Maritime should consult his stockbroker, bank manager, solicitor, accountant, tax adviser, or other professional adviser immediately. This opinion is governed by, and construed in accordance with, the laws of Singapore, and is strictly limited to the matters stated herein and does not apply by implication to any other matter.

Yours faithfully For and on behalf of KPMG Corporate Finance Pte Ltd

Vishal Sharma Executive Director

Ma Rowena Reyes Associate Director

70

APPENDIX F

ADDITIONAL INFORMATION 1.

DIRECTORS’ AND SUBSTANTIAL UNITHOLDERS’ INTERESTS

1.1

Directors. follows:

As at the Latest Practicable Date, the interests of the Directors in Rickmers Maritime are as Direct Interest

Name of Director Mr. Bertram R.C. Rickmers(2) . . . . . . .

Number of Units Nil

Deemed Interest

%(1)

Number of Units

Nil

Total Interest

%(1)

Number of Units

%(1)

140,229,000

33.10

140,229,000

33.10

Dr. Moritz Mittelbach . . . . . . . . . . . . .

Nil

Nil

Nil

Nil

Nil

Nil

Mrs. Suet Fern Lee . . . . . . . . . . . . . . .

450,000

0.11

Nil

Nil

450,000

0.11

Mr. How Teck Lim(3) . . . . . . . . . . . . .

450,000

0.11

30,000

0.01

480,000

0.11

Mr. Andreas Sohmen-Pao . . . . . . . . . .

300,000

0.07

Nil

Nil

300,000

0.07

Note: (1) Based on Rickmers Maritime’s total issued Units of 423,675,000 Units as at the Latest Practicable Date. (2) Mr. Bertram R.C. Rickmers holds 94% in each of Pacific Holdings and Rickmers Holding. Rickmers Holding is the holding company of Rickmers Second Invest GmbH and Pacific Holdings is the holding company of Polaris. Mr. Bertram R.C. Rickmers is deemed to be interested in the Units owned by Rickmers Second Invest GmbH and Polaris. (3) Mr. How Teck Lim is deemed to be interested in the 30,000 Common Units owned by his son.

1.2

Substantial Unitholders. As at the Latest Practicable Date, the interests of the substantial Unitholders in Rickmers Maritime are as follows: Direct Interest Name of Substantial Unitholder(1)

Deemed Interest

Total Interest

Number of Units

%(2)

Number of Units

%(2)

Number of Units

%(2)

Mr. Bertram R.C. Rickmers(3) . . . . . . .

Nil

Nil

140,229,000

33.10

140,229,000

33.10

Rickmers Holding(3) . . . . . . . . . . . . . .

Nil

Nil

74,047,000

17.48

74,047,000

17.48

(3)

Polaris . . . . . . . . . . . . . . . . . . . . . .

66,182,000

15.62

Nil

Nil

66,182,000

15.62

Pacific Holdings(3) . . . . . . . . . . . . . . .

Nil

Nil

66,182,000

15.62

66,182,000

15.62

Rickmers Second Invest GmbH(3) . . . .

74,047,000

17.48

Nil

Nil

74,047,000

17.48

FMR LLC(4) . . . . . . . . . . . . . . . . . . .

Nil

Nil

45,388,773

10.71

45,388,773

10.71

Fidelity Investments Management (Hong Kong) Limited . . . . . . . . . . .

37,383,000

8.82

Nil

Nil

37,383,000

8.82

UBS AG . . . . . . . . . . . . . . . . . . . . .

13,722,000

3.24

17,873,000

4.22

31,595,000

7.46

Notes: (1) As per announcements made on SGXNET. (2) Based on Rickmers Maritime’s total issued Units of 423,675,000 Units as at the Latest Practicable Date. (3) Mr. Bertram R.C. Rickmers holds 94% in each of Pacific Holdings and Rickmers Holding. Rickmers Holding is the holding company of Rickmers Second Invest GmbH and Pacific Holdings is the holding company of Polaris. Mr. Bertram R.C. Rickmers is deemed to be interested in the Units owned by Rickmers Second Invest GmbH and Polaris. (4) On behalf of the managed accounts of its direct and indirect subsidiaries and Fidelity International Ltd.

1.3

Disclosure of Interests. As at the Latest Practicable Date, Mr. Bertram R.C. Rickmers, the Chairman and Non-Independent Director of the Trustee-Manager, controls the Rickmers Group by holding 94% of Rickmers Holding, which is the holding company of the Trustee-Manager, and Pacific Holdings. As at the Latest Practicable Date, Rickmers Holding has an interest in 74,047,000 Units, representing approximately 17.48% of the issued Units of Rickmers Maritime, and Pacific Holdings owns 100% of Polaris, which in turn holds 66,182,000 Units, representing approximately 15.62% of the issued Units of Rickmers Maritime. Accordingly, Mr. Bertram R.C. Rickmers has a deemed interest in 140,229,000 Units representing approximately 33.10% of the total number of Units in issue as at the Latest Practicable Date. Mr. Bertram R.C. Rickmers is also a director of both Rickmers Holding and Pacific Holdings. 71

Dr. Moritz Mittelbach is the Non-Independent Director of the Trustee-Manager, and is also the director of both Rickmers Holding and Pacific Holdings. Dr. Mittelbach also holds a direct interest of 2% in each of Rickmers Holding and Pacific Holding. Save as disclosed in this Circular, no Director or controlling shareholder of the Trustee-Manager, and no controlling Unitholder of Rickmers Maritime, has any interest in the Proposed Acquisition or the Equity Fund Raising. 2.

CONSENTS

2.1

The Reporting Auditor has given and has not withdrawn its written consent to the issue of this Circular with the inclusion herein of its name and report set out in Appendix C (Reporting Auditors’ Report on the Consolidated Profit Forecast and Projections) and all references thereto, in the form and context in which they are included in this Circular.

2.2

The Independent Valuer has given and has not withdrawn its written consent to the issue of this Circular with the inclusion herein of its name and report set out in Appendix D (Summary Valuation Report) and all references thereto, in the form and context in which they are included in this Circular.

2.3

The Independent Financial Adviser has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name and its letter set out in Appendix E (Independent Financial Adviser’s Letter) and all references thereto, in the form and context in which they are included in this Circular.

3.

DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection during normal business hours at the registered office of the Trustee-Manager9 at 11 Keppel Road, #10-02 RCL Centre, Singapore 089057 from the date of this Circular up to and including the date falling three months after the date of this Circular: • the Trust Deed; • the Memoranda of Agreement; • the Reporting Auditors’ Report on the Consolidated Profit Forecast and Projections; • the full valuation reports on the Additional Contracted Fleet issued by the Independent Valuer; • the Independent Financial Adviser’s Letter; and • the written consents of each of the Reporting Auditors, the Independent Valuer and the Independent Financial Adviser.

4.

EXCHANGE RATES The exchange rate between Singapore dollars and US dollars (in Singapore dollars per US dollar terms), based on the noon buying rate in New York City as certified for customs purposes by the Federal Reserve Bank of New York for cable transfer in Singapore dollars, was S$1.36 to US$1.00 as at the Latest Practicable Date. No representation is made that the Singapore dollar amount actually represent such US dollar amount or could have been or could be converted into US dollars at the rate indicated, at any other rate, or at all.

9

Prior appointment would be appreciated.

72

RICKMERS MARITIME (a business trust constituted on 30 March 2007 under the laws of the Republic of Singapore) (Registration Number: 2007003)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Unitholders of Rickmers Maritime will be held at 1 Raffles Boulevard, Suntec City, Meeting Room 308, Level 3, Singapore 039593 on 5 May 2008 at 3.00 p.m. for the purpose of considering and, if thought fit, passing, with or without amendment, the following resolutions, all of which will be proposed as Ordinary Resolutions:

ORDINARY RESOLUTION 1 PROPOSED ACQUISITION OF THE ADDITIONAL CONTRACTED FLEET That subject to and contingent upon the passing of Ordinary Resolution 2: (1)

approval be and is hereby given for the acquisition of the Additional Contracted Fleet (as defined in the circular dated 17 April 2008 issued by Rickmers Trust Management Pte. Ltd., as trustee-manager of Rickmers Maritime (the “Trustee-Manager”), to unitholders of Rickmers Maritime (the “Circular”)) pursuant to the right of first offer granted to the Trustee-Manager under the Omnibus Agreement dated 24 April 2007 (the “Omnibus Agreement”) entered into by (1) the Trustee-Manager (acting on behalf of Rickmers Maritime), (2) Rickmers Holding GmbH & Cie. KG (“Rickmers Holding”), (3) Pacific Holdings International GmbH & Cie. KG (“Pacific Holdings”) and (4) Mr. Bertram R.C. Rickmers, at the aggregate purchase price of US$1,347.6 million (the “Proposed Acquisition”) and on the terms set out in the memoranda of agreement dated 19 March 2008 in this connection between the Trustee-Manager and the 13 wholly-owned subsidiaries of Polaris Shipmanagement Company Limited, and for the payment of all fees and expenses relating to the Proposed Acquisition (as described in the Circular); and

(2)

the Trustee-Manager and any director of the Trustee-Manager (“Director”) be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents) as the Trustee-Manager or such Director may consider expedient or necessary or in the interests of Rickmers Maritime to give effect to the Proposed Acquisition.

ORDINARY RESOLUTION 2 PROPOSED ISSUE OF NEW SECURITIES PURSUANT TO EQUITY FUND RAISING That subject to and contingent upon the passing of Ordinary Resolution 1: (1)

authority be given to the Directors to: (a) issue common units in Rickmers Maritime (the “Common Units”), whether by way of rights, bonus or otherwise; and/or (b) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Common Units to be issued, including without limitation the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Common Units (collectively, with the Common Units, the “New Securities”), so as to raise gross proceeds of up to US$650 million in aggregate on one or more occasions at any time over the course of the delivery schedule of the Additional Contracted Fleet (whether in one tranche or in multiple tranches) and upon such terms and conditions as the Directors may in their absolute discretion deem fit (the “Equity Fund Raising”); and

(2)

notwithstanding that the authority conferred by this Ordinary Resolution may have ceased to be in force, issue Common Units pursuant to any Instrument made or granted by the Directors while this Ordinary Resolution was in force; and 73

(3)

the Trustee-Manager and any Director be authorised to do all such things and execute all documents as they may consider necessary or expedient to give effect to this Ordinary Resolution as they may deem fit.

By Order of the Board of Rickmers Trust Management Pte. Ltd. as trustee-manager of Rickmers Maritime Lynn Wan Tiew Leng Company Secretary Singapore 17 April 2008 Notes: 1. A Unitholder of Rickmers Maritime entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a Unitholder of Rickmers Maritime. 2. The instrument appointing a proxy must be lodged at the registered office of the Trustee-Manager at 11 Keppel Road, #10-02 RCL Centre, Singapore 089057 not less than 48 hours before the time appointed for the Extraordinary General Meeting.

74

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

RICKMERS MARITIME (a business trust constituted on 30 March 2007 under the laws of the Republic of Singapore) (Registration Number: 2007003)

PROXY FORM EXTRAORDINARY GENERAL MEETING I/We (Name) of (Address) being the holder(s) of common units (the “Common Units”) and/or subordinated units (the “Subordinated Units”, and together with the Common Units, the “Units”) in Rickmers Maritime hereby appoint

Name

Address

Proportion of Unitholdings

NRIC/Passport Number

No. of Units

%

and/or (delete as appropriate)

Name

Address

Proportion of Unitholdings

NRIC/Passport Number

No. of Units

%

or, both of whom failing, the Chairman of the Extraordinary General Meeting as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Extraordinary General Meeting of Rickmers Maritime to be held at 1 Raffles Boulevard, Suntec City, Meeting Room 308, Level 3, Singapore 039593 on 5 May 2008 at 3.00 p.m. and any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the Extraordinary General Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the Extraordinary General Meeting. To be used on a show of hands Ordinary Resolutions For *

1.

To approve the Proposed Acquisition

2.

To approve the issue of New Securities pursuant to the Equity Fund Raising

Against *

To be used in the event of a poll No. of Votes For **

No. of Votes Against **

* If you wish to exercise all your votes “For” or “Against”, please tick („) within the box provided. ** If you wish to exercise all your votes “For” or “Against”, please tick („) within the box provided. Alternatively, please indicate the number of votes as appropriate.

Dated

. Total number of Units held

Signature(s) of Unitholder(s)/Common Seal

IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOW Notes To Proxy Form 1.

A unitholder of Rickmers Maritime (“Unitholder”) entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or two proxies to attend and vote in his stead.

2.

Where a Unitholder appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.

3.

A proxy need not be a Unitholder.

4.

A Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), he should insert that number of Units. If the Unitholder has Units registered in his name in the Register of Unitholders of Rickmers Maritime, he should insert that number of Units. If the Unitholder has Units entered against his name in the said Depository Register and registered in his name in the Register of Unitholders, he should insert the aggregate number of Units. If no number is inserted, this form of proxy will be deemed to relate to all the Units held by the Unitholder.

5.

The instrument appointing a proxy or proxies must be deposited at the registered office of the Trustee-Manager of Rickmers Maritime at 11 Keppel Road, #10-02 RCL Centre, Singapore 089057 not less than 48 hours before the time appointed for the Extraordinary General Meeting.

6.

The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.

7.

Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must (unless previously registered with the Trustee-Manager) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

8.

A corporation which is a Unitholder may, by resolution of its directors or other governing body, authorize such person as it thinks fits to act as its representative at the Extraordinary General Meeting. The person so authorized shall, upon production of a copy of such resolution certified by a director of the corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.

9.

The Trustee-Manager shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of Units entered in the Depository Register, the Trustee-Manager may reject a Proxy Form if the Unitholder, being the appointor, is not shown to have Units entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting, as certified by CDP to the Trustee-Manager.

10. All Unitholders will be bound by the outcome of the Extraordinary General Meeting regardless of whether they have attended or voted at the Extraordinary General Meeting. 11. At any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or by five or more Unitholders present in person or by proxy, or holding or representing not less than one-tenth in value of the Units of all Unitholders having the right to vote at the meeting. Unless a poll is so demanded, a declaration by the Chairman that such a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 12. On a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being a corporation) is present by one of its officers as its proxy shall have one vote. On a poll, every Unitholder who is present in person or by proxy shall have one vote for every Unit of which he is the Unitholder. A person entitled to more than one vote need not use all his votes or cast them the same way.

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RICKMERS MARITIME

RICKMERS MARITIME

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