Announcements


Date: 04 April 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 BY WAY OF THE ACQUISITION BY SAPURAKENCANA DRILLING PTE LTD (“SKDPL”), A WHOLLY-OWNED SUBSIDIARY OF SKPB, OF: (A) THE ENTIRE ISSUED SHARE CAPITAL OF SEADRILL TENDER RIG LTD (“STRL”) (“STRL SHARES”); AND (B) 94% OF THE ISSUED SHARE CAPITAL OF PT NORDRILL INDONESIA (“PTNI”); AND (COLLECTIVELY REFERRED TO AS “PROPOSED TRANSACTION”) (II) PROPOSED PLACEMENT OF 587.0 MILLION NEW ORDINARY SHARES OF RM1.00 EACH IN SKPB (“SKPB SHARES”) AT AN ISSUE PRICE OF RM2.80 PER SKPB SHARE (“PROPOSED 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 BY WAY OF THE ACQUISITION BY SAPURAKENCANA DRILLING PTE LTD (“SKDPL”), A WHOLLY-OWNED SUBSIDIARY OF SKPB, OF: 

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

(B) 94% OF THE ISSUED SHARE CAPITAL OF PT NORDRILL INDONESIA (“PTNI”); AND

(COLLECTIVELY REFERRED TO AS “PROPOSED TRANSACTION”)

(II) PROPOSED PLACEMENT OF 587.0 MILLION NEW ORDINARY SHARES OF RM1.00 EACH IN SKPB (“SKPB SHARES”) AT AN ISSUE PRICE OF RM2.80 PER SKPB SHARE (“PROPOSED PLACEMENT”)

(COLLECTIVELY REFERRED TO AS “PROPOSALS”)

(Unless otherwise stated, all definitions and terms used in this announcement shall have the same meaning as defined in the announcement dated 8 February 2013 in relation to, amongst others, the Proposed Transaction.)

Reference is made to the announcements dated 8 February 2013, 13 February 2013, 19 March 2013, 25 March 2013 and 3 April 2013 in relation to, amongst others, the Proposed Transaction.  

On behalf of the Board, CIMB Investment Bank Berhad (“CIMB”) and Maybank Investment Bank Berhad (“Maybank IB”) wish to announce that the Company, SKDPL and Seadrill had via an exchange of letter dated 3 April 2013 agreed to vary certain terms of the SPA. These changes include, amongst others, permitting SKDPL to nominate a Labuan entity to acquire the issued share capital of PTNI. Following such amendment, SapuraKencana Drilling Pte Ltd, a wholly-owned subsidiary of the Company incorporated in Labuan on 1 April 2013 will be acquiring 94% of the issued share capital of PTNI for a purchase consideration of USD2.28 million (RM7.12 million) (“Letter”).

In addition, on behalf of the Board, CIMB Investment Bank Berhad and Maybank Investment Bank Berhad are pleased to announce that Bursa Securities had, vide its letter dated 4 April 2013, granted its approval for the listing of the Consideration Shares and new SKPB Shares to be issued in relation to the Proposed Placement on the Main Market of Bursa Securities subject to the following conditions:

(i) SKPB, Maybank IB and CIMB must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposals;

(ii) SKPB. Maybank IB and CIMB to inform Bursa Securities upon completion of the Proposals;

(iii) SKPB to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposals are completed; and

(iv) Maybank IB and CIMB must submit to Bursa Securities the placees’ details in accordance with Paragraph 6.15 of the Listing Requirements as soon as practicable before the listing of the new shares to be issued pursuant to the Proposed Placement.

The Letter is available for inspection at the Company’s corporate office at Level 6, Menara SapuraKencana Petroleum, Solaris Dutamas, 1, Jalan Dutamas 1, 50480 Kuala Lumpur during normal business hours from Monday to Friday (excluding public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 4 April 2013.


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