Announcements


Date: 30 April 2013

MULTIPLE PROPOSALS SAPURAKENCANA 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, A WHOLLY-OWNED SUBSIDIARY OF SKPB, OF: (A) THE ENTIRE ISSUED SHARE CAPITAL OF SEADRILL TENDER RIG LTD; AND (B) 94% OF THE ISSUED SHARE CAPITAL OF PT NORDRILL INDONESIA; AND (II) 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 (COLLECTIVELY REFERRED TO AS “PROPOSALS”)

Type Announcement
Subject MULTIPLE PROPOSALS
Description SAPURAKENCANA 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, A WHOLLY-OWNED SUBSIDIARY OF SKPB, OF: 

(A) THE ENTIRE ISSUED SHARE CAPITAL OF SEADRILL TENDER RIG LTD; AND 

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

(II) 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 

(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 circular dated 8 April 2013 to the shareholders of SKPB.)

We refer to the previous announcements in relation to the Proposals. 

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 30 April 2013 agreed to vary certain terms of the SPA (“Letter”). These changes include, amongst others, the following:

  1. that the Initial STRL Price be reduced by an amount equal to the Estimated Inter-Company Receivables less Estimated Inter-Company Payables (“Inter-Company Acquisition Price”) in which the Purchaser thereafter undertakes to acquire the rights of each member of the Seller Group to receive payment of the Inter-Company Payables and the obligations of each member of the Seller Group to pay the Inter-Company Receivables; and
  2. that Archer and the Purchaser shall use their respective reasonable endeavour to enter into a JV as soon as reasonably practicable after the STRL Closing, and in any event by 31 July 2013.

CIMB and Maybank IB also wish to announce the completion of the acquisition of the STRL Shares by the Purchaser today (“STRL Closing”) with an Initial STRL Price of USD2,526.1 million. After the STRL Closing, the Initial STRL Price will be adjusted on the basis as set out in the SPA to arrive at the Final STRL Price, the details of which will be announced in due course. The acquisition of the PTNI Shares is expected to be completed by 30 July 2013, the announcement of which will be made in due course.

The details of the Initial STRL Price and amounts settled under each mode of settlement are set out in Appendix I herein.

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 30 April 2013.

ATTACHMENT

- Appendix I.pdf

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