Investors

The purchase consideration

Pursuant to the Sale and Purchase Agreement, the Aggregate Consideration shall be payable in the following manner:

a. Initial Payment

The Initial Payment of S$6.05 million comprises:

(i) the First Tranche Payment of S$226,046 shall be payable in cash on the completion date of the Proposed Acquisition (being 10 July 2003 or such other date as Sellers and CSE may agree in writing); and

(ii) the Assignment Consideration of S$5,823,954 shall be payable in cash on completion at the same time as the First Tranche Payment.

(i) the Second Tranche Payment, being the amount (if any) by which the consolidated profit after tax of TransTel for the financial year ending 31 March 2004 exceeds S$1,405,000, shall be payable in cash 2 weeks from the date that the audited accounts of TransTel for the financial year ending 31 March 2004 are finalised and signed off by the auditors of TransTel (such date being not later than 15 May 2004) and is subject to a maximum amount of S$4.0 million.

i. The S$0.948 million proforma profit after tax for the financial ending 31 March 2003 of TransTel as tabled below under the financial effects of the Proposed Acquisition;
ii. The fit between TransTel's and CSE's operations;
iii. The track record and customer base of TransTel;
iv. The net tangible asset of TransTel (as determined below) as at 31 March 2003 being approximately S$5.128 million; and
v. The future prospects of TransTel.

Using the Initial Payment of S$6.050 million and the S$0.948 million proforma profit after tax for the financial year ending 31 March 2003 as tabled below under the financial effects of the Proposed Acquisition, the price to earnings is 6.4 times. Assuming the capitalization of the shareholders loan of S$5.824 million, the price to net tangible asset at the end of the same financial year is 1.18 times.

CSE proposes to finance the acquisition from the internally generated funds and bank borrowings.

Other Terms of the Sales and Purchase Agreement

Completion under the Sale and Purchase Agreement is subject to certain conditions precedent which include the following:

i. The Proposed Acquisition may constitute a Major Transaction for Transmarco Limited under Chapter 10 of the Listing Manual of the Singapore Exchange Securities Trading Limited and may be subject to and conditional upon the approval of the shareholders of Transmarco Limited at an extraordinary general meeting ("EGM") to be convened. Miel Investment, the controlling shareholder of Transmarco with a shareholding interest of 67.7% as at 31 March 2003 has indicated that it intends to vote in favour of the Proposed Acquisition at the EGM, if required; and

ii. To the extent applicable, all relevant governmental and corporate approvals and consents necessary or desirable for the transactions contemplated under this Agreement being obtained by Transasia Telecom Limited and CSE and/or TransTel (as the case may be), and not revoked, withdrawn or amended on or before the Completion Date.

Information on TransTel

TransTel is a telecommunication networks design & engineering company incorporated in Singapore in 1997. It provides turnkey telecommunication networks solutions for infrastructure projects in the Oil and Gas and Energy industry, both onshore and offshore. This includes Offshore Platforms, Onshore Processing Facilities (Refineries, LNG plants, Gas Plants and Petrochemical Plants) and Power Generation Plants. Its systems are custom designed, engineered and built based on customers' specifications and requirements as well as international industry standards and practices.

TransTel is headquartered in Singapore where it also operates systems integration and testing facility. It has marketing offices in Indonesia and the United Kingdom (which covers the Middle East and West Africa markets). In addition, TransTel also has representatives in Iran, Nigeria, South Korea, Qatar, United Arab Emirates, Kuwait and Egypt.

TransTel has developed strong relationships with its principal customers who are principally main contractors in the onshore and offshore Oil and Gas industry, having undertaken projects in collaboration with major engineering contractors such as Technip of France, Halliburton Kellogg Brown & Root of the United States, Snamprogetti of Italy, LG Engineering of South Korea, Daewoo Engineering & Construction of South Korea, Hyundai Engineering of South Korea, Hyundai Heavy Industry of South Korea, Chiyoda of Japan, Toyo of Japan, Fluor Daniel of the US, MacDermott of Indonesia, Sembcorp Engineering of Singapore, Clough Engineering of Australia, Worley Engineering of Australia and Petrofac International of Sharja.

Please visit www.transtel.com.sg for more information

Financial information

Summarised financial information on TransTel, which is prepared in accordance with the Singapore Generally Accepted Accounting Principles, is set out below:

i. Profit and loss accounts

ii. Balance Sheet

The increase in sales in financial year ending 31 March 2003 resulted in the increase in trade debtors, trade creditors, other creditors, bank loans and shareholders loan as at 31 March 2003. The increase in sales in financial year ending 31 March 2002 resulted in the increase in trade debtors and shareholders loan as at 31 March 2002.

Rationale for the Proposed Acquisition

The Proposed Acquisition is in line with the long-term business plan of CSE of expansion through acquisition of companies with specialized skills and technologies complementary to CSE.

CSE is of the view that the Proposed Acquisition is in its interests for the following reasons:

i. Effective and Committed Management

The management team of TransTel has demonstrated their effective management and capabilities in establishing and growing the business over the last 4 years.

ii. Fit

The control systems, which CSE currently provides, typically sit on a telecommunication networks solution. Some of the projects undertaken by CSE would include the provision of telecommunication network solution. CSE currently outsource this part of the project to third parties. The Proposed Acquisition will enable CSE to provide turnkey telecommunication networks solution to its customers.

iii. Markets

Both CSE and TransTel serve the Oil and Gas Industries and therefore would be able to leverage on each other's existing relationships with customers particularly in the Middle East and Asia. TransTel will be able to tap into CSE's global network of offices. TransTel's office in Indonesia will allow the Group to expand its operations in the country. TransTel is currently in the process of setting up offices in Iran and Nigeria. These offices will strengthen CSE coverage in Middle East/Africa.

Financial effects of the Proposed Acquisition

For illustrative purposes, the pro forma financial effects of the acquisitions set out below are prepared using CSE's unaudited consolidated financial statements ended 31 March 2003 and based on, inter alia, the following key assumptions:-

a. the completion of the acquisition on 1 January 2003;
b. CSE amortises the goodwill of S$0.922 million over 15 years;
c. CSE borrows the S$6.05 million at 3% interest per annum.; and
d. TransTel's proforma profit after tax for the financial year ending 31 March 2003 was earned evenly over the 12 months.

i. Proforma financials for TransTel for the full year ending 31 March 2003 taking into account goodwill amortisation and interest expenses.

	S$'000
Profit before tax	1,474
Goodwill amortization	61
Interest expenses	182
Adjusted profit before tax	1,231
Taxation (22%)	283
Profit after tax	948

	Before Acquisition	After Acquisition Assuming Initial Payment
Net tangible assets (S$'000)	22,697	21,775
No of shares outstanding	307,860,407	307,860,407
Net tangible assets per share (cents)	0.074	0.071

	Before Acquisition	After Acquisition Assuming Initial Payment
Profit after tax (S$'000)	2,946	3,183
No of shares outstanding	307,860,407	307,860,407
Earnings per share (cents)	0.96	1.03

	Before Acquisition	After Acquisition Assuming Initial Payment
Bank Borrowings (S$'000)	35,965	43,344
Cash in hand and bank	9,237	10,414
Shareholders Fund (S$'000)	41,664	41,664
Net gearing	0.64 times	0.79 times

None of the substantial shareholders or Directors of CSE has any interest, direct or indirect, in the Proposed Acquisition.

Information on CSE

CSE Global Limited is a global system integrator listed on the main board of the Singapore Exchange (SGX: CSE Global), operating in the Americas, Europe, the Middle East and Asia. With over 700 employees worldwide, the Group provides state-of-the-art, cost-effective total integrated industrial automation and information technology solutions to clients globally in the energy (Oil & Gas/Power), chemical/petrochemical, water and telemetry, healthcare, banking and finance and public sectors. Visit www.cse-global.com for more information.

Contact Information

CSE Global Ltd
Lim Boon Kheng @ boonkheng@cse.com.sg
Tel: 9735-2618

Submitted by Tan San-Ju, Company Secretary on 17/06/2003 to the SGX