Exhibit (a)(1)(B)
Letter of Transmittal
To Tender Common Stock
Pursuant to the Offer to Purchase dated December 7, 2012
by
NAUTILUS MARINE ACQUISITION CORP.
of
Up to 4,137,300 Shares of its Common Stock
at a Purchase Price of $10.10 Per Share
In Connection with its Consummation of a Proposed Business Transaction
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
NEW YORK CITY TIME, ON MONDAY,JANUARY 7, 2013,
UNLESS THE OFFER IS EXTENDED.
You are urged to review carefully the Offer to Purchase to determine if you support
Nautilus Marine Acquisition Corp.’s proposed acquisition of Assetplus Limited. If you support the proposed acquisition, do not tender
your Common Stock in this Offer.
The Depositary for the Offer is:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Attn: Reorganization Department
By Facsimile (for Eligible Institutions only) | Confirm Receipt of Facsimile by Telephone: | |
718-234-5001 | 718-921-8317
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The instructions set forth in this Letter of Transmittal should be read carefully
before this Letter of Transmittal is completed.
DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) | |||||||||
Name(s) and Address(es) of Registered Holders(s) | Common Shares Tendered (Attach Additional Signed List if Necessary) | ||||||||
Certificate | Total Number | Number | |||||||
* Need not be completed if shares are tendered by book-entry transfer. | |||||||||
** Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4. | |||||||||
1. | If you support Nautilus Marine Acquisition Corp.’s proposed acquisition of Assetplus Limited and want to retain your Common Shares, you do not need to take any action. |
2. | If you want to participate in the Offer (as defined below), you should complete this Letter of Transmittal. |
o | CHECK HERE IF TENDERED COMMON SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER COMMON SHARES BY BOOK-ENTRY TRANSFER): |
purchase by the Company, the Company will acquire good title thereto, free and clear of all security interests, liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or the Company, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Common Shares tendered hereby, all in accordance with the terms of the Offer.
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6, and 7)
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9 Included Herewith)
(See Instructions 1, 5, 6 and 7)
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9 Included Herewith)
SIGN HERE
(Also Complete Substitute Form W-9 Below)
(Signature(s) of Shareholder(s))
(If Required — See Instructions 1 and 5)
Forming Part of the Terms and Conditions of the Offer
Shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the Common Shares tendered herewith. All Common Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
or the acceptance of which or payment for which may, in the Company’s opinion, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular Common Shares, and the Company’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties subject to a shareholder’s right to challenge our determination in a court of competent jurisdiction. No tender of Common Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Depositary, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice.
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PAYOR’S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC | |||||||||||||
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Payee’s Name: | |||||||||||||
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Payee’s Business Name (if different from above): | |||||||||||||
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Payee’s Address: | |||||||||||||
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SUBSTITUTE |
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| Enter appropriate tax classification (check one) | ||||||||||
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Department |
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| Part I — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. |
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| TIN: Social Security Number Employer Identification Number | |||||||
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Internal |
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| Part II — For Payees exempt from backup withholding, write “Exempt” here and sign and date below (see the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein) | ||||||||||
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Payor’s |
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| Part III — Certification — Under penalties of perjury, I certify that: | ||||||||||
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| Certification Instructions — You must cross out item (2) of Part III above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see the instructions in the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute From W-9.) | ||||||||||
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NOTE: | FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% (OR THE THEN PREVAILING RATE) OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. |
IN THE SPACE FOR THE TIN PROVIDED ABOVE IN THIS SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
6201 15th Avenue
Brooklyn, NY 11219
Attn: Reorganization Department
By Facsimile (for Eligible Institutions only) 718-234-5001 | Confirm Receipt of Facsimile by Telephone: 718-921-8317 |
470 West Avenue — 3rd Floor
Stamford, CT 06902
Tel: (800) 662-5200 (Security holders)