Announcements


Date: 08 February 2013

MULTIPLE PROPOSALS SAPURAKENCANA PETROLEUM BERHAD (FORMERLY KNOWN AS SAPURA-KENCANA PETROLEUM BERHAD) (“SKPB” OR “COMPANY”) (I) PROPOSED COMBINATION AND INTEGRATION OF THE RESPECTIVE TENDER RIG BUSINESSES OF SKPB AND SEADRILL LIMITED (“SEADRILL” OR “SELLER”) BY WAY OF THE ACQUISITION BY SAPURAKENCANA DRILLING PTE. LTD. (“PURCHASER”), A WHOLLY-OWNED SUBSIDIARY OF SKPB, OF: (A) THE ENTIRE ISSUED SHARE CAPITAL OF SEADRILL TENDER RIG LTD (”STRL”) (“STRL SHARES”); AND (B) 99% OF THE ISSUED SHARE CAPITAL OF PT NORDRILL INDONESIA (“PTNI”) (“PTNI SHARES”); (COLLECTIVELY REFERRED TO AS “PROPOSED TRANSACTION”) (II) PROPOSED BASE PLACEMENT OF NEW ORDINARY SHARES OF RM1.00 EACH IN SKPB (“SKPB SHARES”) TO RAISE GROSS PROCEEDS OF USD250.0 MILLION (“PROPOSED BASE PLACEMENT”); AND (III) PROPOSED ADDITIONAL PLACEMENT OF UP TO 300.0 MILLION NEW SKPB SHARES (“PROPOSED ADDITIONAL PLACEMENT”) COLLECTIVELY REFERRED TO AS “PROPOSALS”)

Type Announcement
Subject MULTIPLE PROPOSALS
Description SAPURAKENCANA PETROLEUM BERHAD (FORMERLY KNOWN AS SAPURA-KENCANA PETROLEUM BERHAD) (“SKPB” OR “COMPANY”)

(I) PROPOSED COMBINATION AND INTEGRATION OF THE RESPECTIVE TENDER RIG BUSINESSES OF SKPB AND SEADRILL LIMITED (“SEADRILL” OR “SELLER”) BY WAY OF THE ACQUISITION BY SAPURAKENCANA DRILLING PTE. LTD. (“PURCHASER”), A WHOLLY-OWNED SUBSIDIARY OF SKPB, OF: 

(A) THE ENTIRE ISSUED SHARE CAPITAL OF SEADRILL TENDER RIG LTD (”STRL”) (“STRL SHARES”); AND 

(B) 99% OF THE ISSUED SHARE CAPITAL OF PT NORDRILL INDONESIA (“PTNI”) (“PTNI SHARES”); 

(COLLECTIVELY REFERRED TO AS “PROPOSED TRANSACTION”)

(II) PROPOSED BASE PLACEMENT OF NEW ORDINARY SHARES OF RM1.00 EACH IN SKPB (“SKPB SHARES”) TO RAISE GROSS PROCEEDS OF USD250.0 MILLION (“PROPOSED BASE PLACEMENT”); AND

(III) PROPOSED ADDITIONAL PLACEMENT OF UP TO 300.0 MILLION NEW SKPB SHARES (“PROPOSED ADDITIONAL PLACEMENT”)

COLLECTIVELY REFERRED TO AS “PROPOSALS”)

We refer to the Company’s announcement on 5 November 2012 in relation to the memorandum of understanding which was entered into between the Company and Seadrill on 5 November 2012 (“MOU”) and the Company’s announcement on 21 January 2013 in relation to the extension of the validity period of the MOU from 21 January 2013 to 8 February 2013. 

On behalf of the Board of Directors of the Company, CIMB Investment Bank Berhad and Maybank Investment Bank Berhad wish to announce that the Company, Purchaser and Seadrill have today entered into a conditional sale and purchase agreement and a separation and transitional services agreement in relation to the Proposed Transaction.

In conjunction with the Proposed Transaction, the Company is also proposing to implement the Proposed Base Placement and Proposed Additional Placement.

Further details on the Proposals are set out in the attached file.

This announcement is dated 8 February 2013.

ATTACHMENT

- Announcement.pdf

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