Date: 08 April 2013
Circular/Notice to Shareholders
| Subject |
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
PART A
(I) PROPOSED COMBINATION AND INTEGRATION OF THE RESPECTIVE TENDER RIG BUSINESSES OF SAPURAKENCANA PETROLEUM BERHAD (“SKPB”) AND SEADRILL LIMITED BY WAY OF THE ACQUISITION BY SAPURAKENCANA DRILLING PTE LTD, A WHOLLY-OWNED SUBSIDIARY OF SKPB, OF:
(A) THE ENTIRE ISSUED SHARE CAPITAL OF SEADRILL TENDER RIG LTD FOR A PRICE TO BE DETERMINED BASED ON THE DEBT FREE/CASH FREE PRICE OR ENTERPRISE VALUE OF UNITED STATES DOLLAR (“USD”) 2,900.0 MILLION WHICH SHALL BE SATISFIED VIA A COMBINATION OF CASH, ISSUANCE OF NEW ORDINARY SHARES OF RM1.00 EACH IN SKPB (“SKPB SHARES”) AND DEFERRED CASH PAYMENT; AND
(B) 94% OF THE ISSUED SHARE CAPITAL OF PT NORDRILL INDONESIA FOR USD2.28 MILLION WHICH SHALL BE SATISFIED IN CASH; AND
(COLLECTIVELY REFERRED TO AS “PROPOSED TRANSACTION”)
(II) PROPOSED PLACEMENT OF 587.0 MILLION NEW SKPB SHARES AT AN ISSUE PRICE OF RM2.80 PER SKPB SHARE
PART B
INDEPENDENT ADVICE LETTER FROM ING CORPORATE ADVISORY (MALAYSIA) SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF SKPB IN RELATION TO THE PROPOSED TRANSACTION |
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