CASH SUBSCRIPTION PRICE OF USD540 MILLION (OR EQUIVALENT TO APPROXIMATELY RM2,247 MILLION); AND

Transcription

1 SAPURA ENERGY BERHAD ( SEB OR COMPANY ) PROPOSED STRATEGIC PARTNERSHIP BETWEEN SEB AND OMV AKTIENGESELLSCHAFT ( OMV AG ) THROUGH SEB UPSTREAM SDN BHD ( SUP ), A JOINT VENTURE COMPANY INCORPORATED TO HOLD THE ENTIRE EQUITY INTEREST OF SAPURA UPSTREAM SDN BHD (FORMERLY KNOWN AS SAPURA EXPLORATION AND PRODUCTION SDN BHD) ( SUSB ), INVOLVING THE FOLLOWING: (I) ISSUANCE OF SUCH NUMBER OF ORDINARY SHARES REPRESENTING 50% OF THE ENLARGED ISSUED SHARE CAPITAL OF SUP TO OMV EXPLORATION & PRODUCTION GMBH ( OMV E&P ), A WHOLLY-OWNED SUBSIDIARY OF OMV AG, FOR A TOTAL CONSIDERATION OF UP TO USD625 MILLION (OR EQUIVALENT TO APPROXIMATELY RM2,600 MILLION) COMPRISING: (A) CASH SUBSCRIPTION PRICE OF USD540 MILLION (OR EQUIVALENT TO APPROXIMATELY RM2,247 MILLION); AND (B) CASH PAYMENT OF UP TO USD85 MILLION (OR EQUIVALENT TO APPROXIMATELY RM354 MILLION) UPON THE OCCURRENCE OF CERTAIN EVENTS; AND (II) REPAYMENT OF AN AMOUNT OWING BY SUSB AND ITS SUBSIDIARIES ( SUSB GROUP ) TO SEB AND ITS SUBSIDIARIES ( SEB GROUP ) OF USD350 MILLION (OR EQUIVALENT TO APPROXIMATELY RM1,456 MILLION) IN CASH, RESULTING IN A TOTAL CASH PROCEEDS OF UP TO USD975 MILLION (OR EQUIVALENT TO APPROXIMATELY RM4,056 MILLION), SUBJECT TO ADJUSTMENTS ( PROPOSED TRANSACTION ) (For the purpose of this Announcement, USD refers to United States Dollars and RM refers to Ringgit Malaysia. Unless otherwise stated, the exchange rate of USD1.00:RM4.1605, being the middle rate quoted by Bank Negara Malaysia ( BNM ) at 5.00 p.m. on 8 November 2018, being the latest practicable date prior to this Announcement ( LPD ), is used throughout this Announcement) 1. INTRODUCTION On 12 September 2018, the Company announced that a Heads of Agreement has been entered into between SEB and OMV AG to continue ongoing negotiations on the proposed strategic partnership through a sale by SEB of a 50% stake in SUSB on an exclusive basis. Further to that announcement, on behalf of the Board of Directors ( Board ) of SEB, Maybank Investment Bank Berhad ( Maybank IB ) wishes to announce that the following definitive agreements have been entered into today: (b) subscription agreement between SEB, Sapura Upstream Assets Sdn Bhd ( SUA ), a wholly-owned subsidiary of SEB, OMV E&P and SUP for the purposes of the Proposed Subscription (as defined in Section 2 of this Announcement) ( Subscription Agreement ); and shareholders agreement between SEB, OMV E&P, SUA, SUP and SUSB for purposes of regulating the joint management of SUP ( Shareholders Agreement ). (Subscription Agreement and Shareholders Agreement are to be collectively referred to as Agreements ) 1

2 2. DETAILS OF THE PROPOSED TRANSACTION The Proposed Transaction involves the following: (i) issuance of such number of new ordinary shares in SUP ( SUP Shares ) representing 50% of the enlarged issued share capital of SUP to OMV E&P ( Proposed Subscription ), based on an enterprise value ( EV ) of SUP on a debt free, cash free basis of USD1,600 million (or equivalent to approximately RM6,657 million) for a total consideration of USD625 million (or equivalent to approximately RM2,600 million) ( Total Consideration ) comprising: (b) cash subscription price of USD540 million (or equivalent to approximately RM2,247 million) ( Subscription Price ); and cash payment of up to USD85 million (or equivalent to approximately RM354 million) upon the occurrence of certain events as set out in Section 2.1 of this Announcement in relation to the commercial development of a petroleum block in the Sureste basin in Mexico ( Block 30 ) and actual Brent prices for 2019 to 2022 ( Oil Price ) ( Additional Consideration ); and (ii) repayment of an amount owing by the SUSB Group to the SEB Group of USD350 million (or equivalent to approximately RM1,456 million) in cash through a shareholders loan from OMV E&P or bank borrowings to be secured by SUP, resulting in a total cash proceeds of up to USD975 million (or equivalent to approximately RM4,056 million) to be received by the SEB Group, subject to adjustments based on the difference in net debt and/or net working capital of the SUSB Group as at the completion of the Proposed Transaction and 31 July In conjunction with the Proposed Transaction, SEB will capitalise part of the amount owing by the SUSB Group to the SEB Group amounting to USD540 million (or equivalent to approximately RM2,247 million) for such number of new SUP Shares representing 50% of the enlarged issued share capital of SUP. The Proposed Transaction is subject to the terms and conditions of the Agreements, the salient terms of which are set out in Appendix II of this Announcement Basis and justification for the Total Consideration The Total Consideration was arrived at on a willing-buyer willing-seller basis based on the EV of SUP on a debt free, cash free basis of USD1,600 million (or equivalent to approximately RM6,657 million) as follows: USD million RM million EV of SUP 1,600 6,657 Less : Agreed retained debt (1) (350) (1,456) Equity value of SUP 1,250 5,201 Equity value represented by 50% equity interest in SUP 625 2,600 Where the total proceeds to be received by the SEB Group from the Proposed Transaction are as follows: (i) Subscription Price 540 2,247 (ii) (iii) Additional Consideration in relation to the following: - Block 30 (2) Oil Price (3) Repayment of amount owing by the SUSB Group and the SEB Group 350 1, ,056 2

3 Notes: (1) Being the agreed debt level of SUP pursuant to the Subscription Agreement of USD350 million (or equivalent to approximately RM1,456 million) upon completion of the Proposed Transaction. (2) The amount of up to USD55 million (or equivalent to approximately RM229 million) which is dependent on the achievement of the final investment decision in respect of Block 30 ( Block 30 FID ). (3) The amount of up to USD30 million (or equivalent to approximately RM125 million) which is based on the differential between the actual Brent prices and the average forecasted Brent prices for 2019 to In arriving at the EV of SUP of USD1,600 million (or equivalent to approximately RM6,657 million), the Company had taken into consideration, amongst others, the following: (i) (ii) (iii) (iv) (v) the SUSB Group s oil and gas ( O&G ) net proved and probable reserves (2P) and contingent resources (2C) as at 1 August The Company has appointed Ryder Scott Company, L.P. to prepare an independent technical expert report and Energy Quest Sdn Bhd to prepare an independent valuation report in respect of the SUSB s O&G reserves and resources; net book value of the SUSB Group s expenditure on O&G properties of RM4,008.8 million based on the consolidation of the audited financial statements of SUSB s subsidiaries for the financial year ended ( FYE ) 31 January 2018; prospects of the O&G sector as well as the prospects of the SUSB Group; strategic rationale for the Proposed Transaction as set out in Section 3 of this Announcement; and the potential upside arising from the potential development of Block 30 and the Company s expectation of future crude oil prices based on the outlook of the supply and demand for O&G Use of proceeds The Company intends to use the proceeds to be received from the Proposed Transaction in the following manner: Amount Details of use USD 000 RM 000 Estimated timeframe for use from receipt of proceeds Repayment of the bank borrowings and facilities of the SEB Group Working capital of the SEB Group (b) Defray estimated expenses relating to the Proposed Transaction (c) 720,000 2,995,560 Within 2 months 245,000 1,019,323 Within 24 months 10,000 41,605 Within 2 months Total 975,000 4,056,488 3

4 Notes: (b) (c) As at the LPD, the total outstanding amount of the bank borrowings and facilities of the SEB Group is RM17,154 million. Based on the weighted average interest rate of the bank borrowings and facilities of the SEB Group of 4.6% per annum, the repayment is expected to result in interest savings of approximately RM138 million per annum. The working capital of the SEB Group includes, but is not limited to, the day-to-day operating and administrative expenses of the SEB Group. For avoidance of doubt, the Additional Consideration when received upon occurrence of certain events as set out Section 2.1 of the Announcement will be used for the working capital of the SEB Group. The estimated expenses for the Proposed Transaction comprise of professional fees, fees payable to the relevant authorities, cost of convening the extraordinary general meeting ( EGM ) for the Proposed Transaction and other incidental expenses Original cost of investment SEB s original cost of investment in the equity of SUSB is USD896 million (or equivalent to approximately RM2,985 million, based on an exchange rate of USD1.00:RM3.33, being the middle rate quoted by BNM at 5.00 p.m. on 11 February 2014), being the final consideration paid by SEB for the acquisition of the entire equity interest of Sapura Exploration and Production (Malaysia) Inc (then known as Newfield Malaysia Holding Inc) on 11 February Background information on SUSB, SUP and SUA SUSB SUP SUA SUSB was incorporated as a private limited company in Malaysia under the Companies Act 1965 on 18 October 2013 under the name of Falcon Lane Sdn Bhd and is deemed registered under the Companies Act 2016 ( Act ). It changed its name to SapuraKencana Energy Sdn Bhd on 15 January 2014 and to Sapura Exploration and Production Sdn Bhd on 28 April 2017, and assumed its present name on 21 August SUSB is an investment holding company while its subsidiaries are principally involved in the exploration, development and production of crude oil, natural gas and natural gas liquids. Further details on SUSB and a summary of the financial information of the SUSB Group are set out in Appendix I of this Announcement. SUP was incorporated as a private limited company in Malaysia under the Act on 2 November As at the LPD, SUP is an investment holding company and is wholly-owned by SUA. SUP was incorporated to hold the entire equity interest of SUSB for the purposes of the Proposed Transaction. SUA was incorporated as a private limited company in Malaysia under the Act on 2 November As at the LPD, SUA is an investment holding company and is wholly-owned by SEB. 4

5 2.5. Background information on OMV E&P OMV E&P is a wholly-owned subsidiary of OMV AG which is listed on the Vienna Stock Exchange and one of Austria s largest listed industrial companies with group sales of EUR 20 billion and a workforce of more than 20,000 employees. As at the LPD, the market capitalisation of OMV AG is approximately EUR16.45 billion. The largest shareholder of OMV AG is Österreichische Bundes- und Industriebeteiligungen GmbH, an Austrian state investment vehicle, holding 31.5% of the equity interest in OMV AG. In upstream, OMV AG has a strong base in Romania and Austria and balanced international portfolio, with the North Sea, the Middle East & Africa and Russia as further core regions and a daily production of about 348,000 barrels of oil equivalent per day in OMV E&P was officially entered into the commercial register in Austria as a private limited company under the name of OMV PEX Öl und Gas Exploration Gesellschaft m.b.h. on 6 September 1989.It changed its name to OMV PEX Öl und Gas Exploration GmbH on 21 April 2000 and assumed its present name on 12 November As at the LPD, the issued share capital of OMV E&P is EUR37,000. OMV E&P is a holding company while its subsidiaries and minority participations are principally involved in the exploration, development and production of crude oil, natural gas and natural gas liquids Liabilities to be assumed by OMV E&P There are no liabilities, including contingent liabilities and guarantees, to be assumed by OMV E&P pursuant to the Proposed Transaction. 3. RATIONALE AND BENEFITS OF THE PROPOSED TRANSACTION The Proposed Transaction is an opportunity for SEB to bring in OMV E&P as a strategic business partner, premised on creating sustainable long-term growth, expanding portfolios and future business activities while realising synergies in the value of the SUSB Group. The existing footprint of OMV E&P offers new market opportunities for the SUSB Group s upstream segment to grow its business. Further, the partnership with OMV AG complements the SEB Group s continued strategy to grow its global portfolio and increase market reach for the SEB Group s services segment where OMV AG operates. The partnership will also enhance the sharing of technology and knowledge between the SEB Group and OMV AG. The Proposed Transaction is also in line with the Board of SEB s initiative to strengthen the financial position of the SEB Group to weather the current economic conditions in the O&G industry. The Proposed Transaction presents an opportunity for the SEB Group to monetise the assets it holds under SUSB and realise its investment while still being able to participate in the SUSB Group s future growth. Pursuant to the Proposed Transaction, the SEB Group will receive total cash proceeds of up to USD975 million (or equivalent to approximately RM4,056 million) which will be mainly used to pare down the SEB Group s debts and recognise a gain on disposal of approximately RM2,699 million. The reduction in the SEB Group s debts will result in interest savings and stronger liquidity and cash position for future growth. 5

6 4. RISK FACTORS Save as disclosed below, the Board of SEB does not foresee any other additional risks arising from the Proposed Transaction: 4.1 Completion risk The completion of the Proposed Transaction is conditional upon the satisfaction and/or waiver of the conditions set out in the Agreements as set out in Section 1.6 of Appendix II of this Announcement and approvals required as set out in Section 6 of this Announcement. There can be no assurance that such approvals and/or conditions will be obtained and/or satisfied by the cut-off date or any of the termination events will not occur such that the Proposed Transaction cannot be completed. Notwithstanding this, SEB will take all necessary and reasonable efforts to ensure the satisfaction and/or waiver of the conditions (as the case may be) as set out in Section 1.6 of Appendix II of this Announcement, and that all approvals and/or conditions required as set out in Section 6 of this Announcement as well as mitigation of the occurrence of termination events which are within the Company s control to ensure completion of the Proposed Transaction. 4.2 Risks associated with the Additional Consideration The Additional Consideration is only receivable upon the occurrence of certain events in relation to the commercial development of Block 30 and actual Brent prices for 2019 to There can be no assurance that any of these events will occur in the future. Notwithstanding this, the Company will take all necessary and reasonable efforts within its control to ensure that the Block 30 FID is achieved. 5. EFFECTS OF THE PROPOSED TRANSACTION As the Proposed Transaction does not involve any issuance of new ordinary shares in SEB ( SEB Shares ), the Proposed Transaction will not have any effect on the share capital and shareholdings of the substantial shareholders of the Company. The pro forma effects of the Proposed Transaction on the net assets ( NA ) per SEB Share, gearing, earnings and earnings per SEB Share ( EPS ) have been illustrated based on the following scenarios: Scenario 1 : Assuming completion of the Proposed Transaction only Scenario 2 : Assuming the Proposed Transaction is completed after the proposed renounceable rights issue of up to 9,986,925,145 new SEB Shares ( Rights Shares ) at an issue price of RM0.30 per Rights Share together with up to 998,692,515 free detachable warrants ("Warrants") on the basis of 5 Rights Shares for every 3 SEB Shares held and 1 Warrant for every 10 Rights Shares subscribed at an entitlement date to be determined later ( Proposed Rights Issue ) and the proposed renounceable rights issue of up to 2,396,862,035 new islamic redeemable convertible preference shares in SEB ( RCPS-i ) at an issue price of RM0.41 per RCPS-i on the basis of 2 RCPS-i for every 5 SEB Shares held at an entitlement date to be determined later ( Proposed Rights Issue of RCPS-i") which was announced by the Company on 24 August

7 5.1 NA per SEB Share and gearing For illustrative purposes only, based on the audited consolidated statement of financial position of the Company as at 31 January 2018 and assuming that the Proposed Transaction had been effected on that date, the pro forma effects of the Proposed Transaction on the consolidated NA per SEB Share and gearing of the SEB Group are as follows: Scenario 1 Scenario 2 Audited as at 31 January 2018 After the Proposed Transaction Audited as at 31 January 2018 (I) After the Proposed Rights Issue and Proposed Rights Issue of RCPS-i (II) After (I) and the Proposed Transaction RM 000 RM 000 RM 000 RM 000 RM 000 Share capital 8,066,410 8,066,410 Share capital 8,066,410 10,923,981 10,923,981 Shares held under trust (114,942) (114,942) Shares held under trust (114,942) (114,942) (114,942) Other reserves 1,443,619 1,443,619 RCPS-i - 982, ,713 Retained profits 54,879 2,538,021 (b) Warrants reserves - 117, ,665 Equity attributable to the owners of the Company 9,449,966 11,933,108 Other reserves 1,443,619 1,443,619 1,443,619 Non-controlling interests Equity attributable to Total equity 9,450,365 11,933,507 the owners of the Company No. of SEB Shares in issue ( 000) NA per SEB Share attributable to the owners of the Company (RM) (c) Total borrowings 16,415,155 13,654,209 Retained profits 54,879 (6,847) 2,467,811 (e) 9,449,966 13,346,189 15,820,847 Non-controlling interests ,992,155 5,992,155 Total equity 9,450,365 13,346,588 15,821, No. of SEB Shares in issue ( 000) NA per SEB Share attributable to the owners of the Company (RM) (c) 5,992,155 15,979,080 15,979, Gearing (times) (d) Total borrowings 16,415,155 12,518,932 9,766,470 Gearing (times) (d)

8 Notes: (b) (c) (d) (e) An exchange rate of USD1.00:RM3.8945, being the rate used in preparing SEB s financial statements as at 31 January 2018, is used to illustrate the pro forma effects. Due to net gain on disposal arising from the Proposed Transaction of approximately RM2,526 million after taking into account the estimated expenses relating to the Proposed Transaction of RM39 million. The retained profits is further reduced by the accelerated amortisation of transaction cost arising from the repayment of borrowings of RM43 million. Computed based on equity attributable to the owners of the Company divided by total number of SEB Shares in issue. Computed based on total borrowings divided by equity attributable to the owners of the Company. Due to net gain on disposal arising from the Proposed Transaction of approximately RM2,526 million after taking into account the estimated expenses relating to the Proposed Transaction of RM39 million. The retained profits is further reduced by the accelerated amortisation of transaction cost arising from the repayment of borrowings of RM113 million (including the effects of repayment of borrowings pursuant to the Proposed Rights Issue and Proposed Rights Issue of RCPS-i). 5.2 Earnings and EPS For illustrative purposes only, based on the audited consolidated statement of comprehensive income of the Company for the FYE 31 January 2018 and assuming that the Proposed Transaction had been effected on 1 February 2017, being the beginning of the FYE 31 January 2018, the pro forma effects of the Proposed Transaction on the consolidated earnings of the SEB Group and EPS of SEB are as follows: Scenario 1 Scenario 2 Audited for After the the FYE 31 Proposed January 2018 Transaction Audited for the FYE 31 January 2018 After the Proposed Rights Issue, the Proposed Rights Issue of RCPS-i and the Proposed Transaction Net (loss)/profit attributable to the owners of the Company (RM 000) No. of SEB Shares in issue ( 000) (2,503,473) 451,894 (b) Net (loss)/profit attributable to the owners of the Company (RM 000) 5,992,155 5,992,155 No. of SEB Shares in issue ( 000) (2,503,473) 572,173 (d) 5,992,155 15,979,080 EPS (sen) (c) (41.78) 7.54 EPS (sen) (c) (41.78) 3.58 Notes: An exchange rate of USD1.00:RM as at 1 February 2017 is used to illustrate the pro forma effects. 8

9 (b) After adjusting for the following: RM 000 Net loss attributable to the owners of the Company for the FYE 31 January 2018 (2,503,473) Add: Gain on disposal 3,022,696 Less: Deconsolidation of the net profit of the SUSB Group for the FYE 31 January 2018 (218,122) Add: Share of the net profit of the SUSB Group for the FYE 31 January ,061 Add: Annual estimated savings in finance cost upon repayment of borrowings 129,120 Less: Estimated expenses relating to the Proposed Transaction (44,295) Less: Accelerated amortisation of transaction cost arising from the repayment of borrowings (43,094) 451,894 (c) (d) Computed based on net profit/(loss) attributable to the owners of the Company divided by number of SEB Shares in issue. After adjusting for the following: RM 000 Net loss attributable to the owners of the Company for the FYE 31 January 2018 (2,503,473) Less: Accelerated amortisation of transaction cost arising from the repayment of borrowings pursuant to the following: (i) Proposed Rights Issue (46,400) (ii) Proposed Rights Issue of RCPS-i (15,326) Add: Annual estimated savings in finance cost upon repayment of borrowings 174,150 Pro forma loss attributable to the owners of the Company after the Proposed Rights Issue and (2,391,049) Proposed Rights Issue of RCPS-i Add: Gain on disposal 3,022,696 Less: Deconsolidation of the net profit of the SUSB Group for the FYE 31 January 2018 (218,122) Add: Share of the net profit of the SUSB Group for the FYE 31 January ,061 Add: Annual estimated savings in finance cost upon repayment of borrowings 145,460 Less: Estimated expenses relating to the Proposed Transaction (44,295) Less: Accelerated amortisation of transaction cost arising from the repayment of borrowings (51,578) 572,173 9

10 6. APPROVALS REQUIRED The Proposed Transaction is subject to the following being obtained: (b) approval of the shareholders of SEB at an EGM to be convened; and approval, waiver and/or consent of any other relevant authority and/or party. 7. PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Transaction pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities is 27.5% computed based on the Total Consideration compared with the audited consolidated NA of SEB as at 31 January INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM None of the Directors and/or major shareholders of the Company as well as persons connected with them have any interest, direct or indirect, in the Proposed Transaction. 9. DIRECTORS STATEMENT The Board of SEB, having considered all aspects of the Proposed Transaction, including among others, the rationale, benefits and effects of the Proposed Transaction, salient terms of the Agreements, basis and justification for the Total Consideration, is of the opinion that the Proposed Transaction is in the best interest of the Company. 10. ADVISERS Maybank IB has been appointed as Principal Adviser to the Company for the Proposed Transaction. ABN AMRO Bank N.V., Singapore Branch has been appointed as International Financial Adviser to the Company for the Proposed Transaction. 11. ESTIMATED TIMEFRAME FOR APPLICATION TO AUTHORITIES AND COMPLETION The Company will submit the relevant applications and/or documents in relation to the Proposed Transaction to the relevant authorities within 1 month from the date of this Announcement. Barring unforeseen circumstances, the Proposed Transaction is expected to be completed by the first (1 st ) quarter of DOCUMENTS AVAILABLE FOR INSPECTION The Agreements will be available for inspection at the registered office of SEB at Sapura@Mines, No.7, Jalan Tasik, The Mines Resort City, Seri Kembangan, Selangor Darul Ehsan, Malaysia 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 9 November