Proposed amendments to the Memorandum of Perisai in respect of the Proposed Increase in Authorised Share Capital ( Proposed Amendments )

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1 PERISAI PETROLEUM TEKNOLOGI BHD ( PERISAI OR THE COMPANY ) Proposed acquisition of the following companies: (i) 51% equity interest in Emas Victoria (L) Bhd ( Emas Victoria ) for a purchase consideration of USD89,250,000 (equivalent to approximately RM271,810,875) ( Proposed Emas Victoria Acquisition ); and (ii) 51% equity interest in Victoria Production Services Sdn Bhd ( Victoria Production ) for a purchase consideration of RM51 ( Proposed Victoria Production Acquisition ), Proposed Emas Victoria Acquisition and Proposed Victoria Production Acquisition are collectively referred to as the Proposed Acquisitions Proposed disposal of 50% equity interest in SJR Marine (L) Limited ( SJR Marine ) for a disposal consideration of USD37,000,000 (equivalent to approximately RM112,683,500) ( Proposed Disposal ), to be satisfied via the following: (a) (b) (c) RM51 in cash; Issuance of 144,661,250 new ordinary shares of RM0.10 each in Perisai ( Perisai Shares ) at an issue price of RM1.10 per Perisai Share ( Consideration Shares ); and The balance purchase consideration of the Proposed Acquisitions will be set off against the disposal consideration of the Proposed Disposal; collectively, hereinafter referred to as the Proposals Proposed increase in authorised share capital of Perisai from RM100,000,000 comprising 1,000,000,000 Perisai Shares to RM500,000,000 comprising 5,000,000,000 Perisai Shares by the creation of an additional 4,000,000,000 new Perisai Shares ( Proposed Increase in Authorised Share Capital ) Proposed amendments to the Memorandum of Perisai in respect of the Proposed Increase in Authorised Share Capital ( Proposed Amendments ) collectively, hereinafter referred to as the Proposed Corporate Exercises 1. INTRODUCTION On behalf of the Board of Directors of Perisai ( Board ), Hong Leong Investment Bank Berhad (formerly known as MIMB Investment Bank Berhad) ( HLIB ), wishes to announce that the Company has on 30 November 2012 entered into a conditional share sale agreement ( SSA ) with EOC Limited ( EOC or the Vendor ) for the Proposals. 2. DETAILS OF THE PROPOSED CORPORATE EXERCISES 2.1 Proposals On 30 November 2012, the Company entered into the SSA with EOC in relation to the following: (i) (ii) acquisition of 89,250,000 ordinary shares of USD1.00 each in Emas Victoria ( Emas Victoria Share ) comprising 51% equity interest in Emas Victoria for a purchase consideration of USD89,250,000 (equivalent to approximately RM271,810,875); acquisition of 51 ordinary shares of RM1.00 each in Victoria Production ( Victoria Production Shares ) comprising 51% equity interest in Victoria Production for a purchase consideration of RM51; and

2 (iii) disposal of 2,000,000 ordinary shares of USD1.00 each in SJR Marine ( SJR Marine Shares ) comprising 50% equity interest in SJR Marine for a total disposal consideration of USD37,000,000 (equivalent to approximately RM112,683,500), to be satisfied in the following manner: (i) (ii) (iii) RM51 in cash; USD52,250,000 (equivalent to approximately RM159,127,375) will be settled via the issuance of 144,661,250 Consideration Shares at an issue price of RM1.10 per Perisai Share; and The balance of USD37,000,000 (equivalent to approximately RM112,683,500) will be set off against the disposal consideration of the Proposed Disposal. Pursuant to the shareholders agreement for SJR Marine which will be executed between EOC, Perisai and SJR Marine, Perisai will grant the Vendor a call option to acquire the remaining 50% equity interest in SJR Marine at the same price as the disposal consideration for the Proposed Disposal for cash within the next 2 years from the date of completion of the Proposed Disposal ( Call Option ). In the event the Call Option is not exercised, SJR Marine will source for third party buyers for the Enterprise 3 on terms to be mutually agreed upon within 12 months upon the expiry of the call option granted to the Vendor. If SJR Marine is unable to dispose of Enterprise 3 within the said 12 months period, Perisai will have a put option to require the Vendor to purchase the remaining 50% equity interest in SJR Marine at the same price as the Call Option for cash. Emas Victoria and Victoria Production will both be 51%-owned jointly controlled entities of Perisai as all the terms of the shareholders agreement are expected to be on equal basis apart from the equity shareholding and SJR Marine will be a 50%-owned jointly controlled entity of Perisai upon completion of the Proposals. The Proposed Disposal is will not result in Perisai becoming a Cash Company pursuant to Paragraph 8.03 of the Main Market Listing Requirements or a PN17 Company pursuant to Paragraph 8.04 of the Main Market Listing Requirements. Emas Victoria, Victoria Production and SJR Marine are collectively referred to as the Target Companies. For the purpose of this announcement, the average between closing buying and selling exchange rates on 29 November 2012 of USD1.00 : RM is used, unless otherwise indicated Background information on the Target Companies Emas Victoria Emas Victoria was incorporated in Federal Territory of Labuan, Malaysia on 9 August 2012 under the Labuan Companies Act, 1990 as a limited company. As at 26 November 2012, the issued and paid-up share capital of Emas Victoria is USD1.00 comprising 1 Emas Victoria Share and subsequently, the issued and paid-up share capital of Emas Victoria is expected to be increased to USD175,000,000 comprising 175,000,000 Emas Victoria Shares by EOC within four (4) months from the signing of the SSA. The principal activity of Emas Victoria is that of ship and boat leasing with operation (including chartering). The principal market for Emas Victoria will be mainly in Malaysia. 2

3 Pursuant to the Proposed Acquisitions, the Lewek Arunothai, a floating production, storage and offloading ( FPSO ) vessel ( Lewek Arunothai ) dedicated in the production of gas will be transferred to Emas Victoria. It is a Panamanian flagged vessel which has production capabilities of 175 million standard cubic feet gas production per day and 4,000 barrel/day gas condensate. In November 2011, the Lewek Arunothai completed a chartering contract with PTT Exploration and Production Public Company Ltd. The Company had on 14 November 2012 announced that Larizz Petroleum Services Sdn Bhd ( Larizz ), its 40% owned associate, has secured a Letter of Award ( LOA ) from Hess Exploration and Production Malaysia B.V. ( Hess ) for the provision and lease of the FPSO and related operation and maintenance services for Hess s development block situated at the North Malay Basin, Malaysia ( Project ). The LOA is secured by Larizz, acting on behalf of its principals for this project, i.e. Emas Victoria and Victoria Production. The FPSO will be the main asset for the production solution for the Project. The terms of the LOA provides for a firm charter duration of 3 years with extension options of up to 3 years. It will require the FPSO to be deployed, operated and maintained as part of a fast-track gas production project in the North Malay Basin, Malaysia. The FPSO is targeted to be on station from third quarter of 2013 and will be used to support early production activities. The LOA has a value of USD272.1 million (equivalent to approximately RM million) (firm contract) for 3 years with the potential of another USD271.1 million (equivalent to approximately RM million) should the full extension of another 3 years be exercised. The Lewek Arunothai was delivered as the EOC inaugural FPSO vessel in 2008 and had concluded her contract with Thailand s national oil company, PTT Exploration and Production Public Company Limited in November The Lewek Arunothai is currently being converted and refurbished at a shipyard in Singapore and is expected to be completed by the third quarter of The estimated costs of conversion, refurbishment and operational readiness expenses is USD143.1 million (equivalent to approximately RM million), which will be expected to be fully funded by bank borrowings. Please refer to Appendix I for further information on Emas Victoria Victoria Production Victoria Production was incorporated in Malaysia on 24 September 2012 under the Companies Act, 1965 as a private limited company. As at 30 November 2012, the authorised share capital of Victoria Production is RM100, comprising 100,000 ordinary shares of RM1.00 each, of which 100 Victoria Production Shares have been issued and fully paid-up. The principal activities of Victoria Production are those of ship and boat leasing with operation (including chartering) and provision of ship management services. The principal market for Victoria Production will be mainly in Malaysia. Victoria Production will be carrying out the operation and maintenance services for Hess s development block situated at the North Malay Basin, Malaysia. The project is expected to commence in third quarter of Please refer to Appendix II for further information on Victoria Production. 3

4 SJR Marine SJR Marine was incorporated in Federal Territory of Labuan, Malaysia on 14 June 2006 under the Labuan Companies Act, 1990 as a limited company. As at 26 November 2012, the authorised share capital of SJR Marine is USD5,000,000 comprising 5,000,000 ordinary shares of USD1.00 each, of which 4,000,000 SJR Marine Shares have been issued and fully paid-up. The principal activities of SJR Marine are those of leasing of vessels, barges and equipment on bareboat basis. SJR Marine is the owner of a derrick lay barge, the Enterprise 3. The principal market for SJR Marine will be mainly in Malaysia. At present, the Enterprise 3 has a charter on a bareboat basis to TL Offshore Sdn Bhd, a subsidiary of SapuraKencana Petroleum Berhad. This bareboat charter is for a continuous charter period of 4½ years which began in November The Enterprise 3 has been deployed for use in offshore Malaysian waters. The Enterprise 3, which is the first Malaysian flagged offshore construction and pipelay vessel, has the capability of undertaking offshore construction work in the development of offshore oil and gas fields. Please refer to Appendix III for further information on SJR Marine Basis and justification of arriving at the consideration Proposed Emas Victoria Acquisition The purchase consideration of USD89,250,000 (equivalent to approximately RM271,810,875) for the Proposed Emas Victoria Acquisition was arrived at on a willing-buyer, willing-seller basis after taking into consideration the following: (a) (b) Perisai s proportionate shareholdings in respect of the equity funding required for the legal and beneficial transfer of ownership of Lewek Arunothai to Emas Victoria. The agreed value for the legal and beneficial transfer of ownership of Lewek Arunothai to Emas Victoria is USD437 million (equivalent to approximately RM1, million), whereby USD262 million (equivalent to approximately RM million) is expected to be funded by bank borrowings and the balance USD175 million (equivalent to approximately RM million) would be funded by equity; and the earnings potential and future prospects of Emas Victoria. Based on the LOA, the firm contract value is USD272.1 million (equivalent to approximately RM million) for 3 years with the potential of another USD271.1 million (equivalent to approximately RM million) should the full extension of another 3 years be exercised. A desktop valuation of Lewek Arunothai was undertaken by ALC Consulting Pte Ltd ( ALC ), an independent valuer. ALC had on 29 November 2012 ascribed the probable fair value of Lewek Arunothai to be in the region of USD440 million to USD450 million (equivalent to approximately RM1, million to RM1, million). The fair value of Lewek Arunothai was derived after taking into consideration of the following: (1) the type, size and machinery provided on board and other specifications of the vessel; (2) the age of the vessel and her future economic life expectancy; (3) the assumed satisfactory condition of the vessel s hull, machinery and equipment; (4) the supply and demand for vessels of this type and size in the sales and purchase market; (5) the completion of installing the external cantilever turret mooring system and other refurbishment works; and (6) the value of the charter contract for the next 3 years and option to extend another 3 years. 4

5 Proposed Victoria Production Acquisition The purchase consideration of RM51 for the Proposed Victoria Production Acquisition was arrived at on a willing-buyer, willing-seller basis after taking into consideration the 51% of the issued and paid-up share capital of Victoria Production Proposed Disposal The disposal consideration of USD37,000,000 (equivalent to approximately RM112,683,500) for the Proposed Disposal was arrived at on a willing-buyer, willing-seller basis after taking into consideration the proforma unaudited net assets ( NA ) of SJR Marine as at 30 September 2012 of approximately USD73.34 million (equivalent to approximately RM million), based on the unaudited NA of SJR Marine as at 30 September 2012 of USD62.34 million (equivalent to RM millon), after adjusting for the inter-company balances of approximately USD30.0 million (equivalent to RM91.37 million) and revaluation surplus of approximately USD41.0 million (equivalent to RM97.47 million) arising from the desktop valuation on Enterprise 3 of USD120 million (equivalent to RM million) provided by GL Noble Denton Inc ( GLND ), an independent valuer, on 16 November The fair value of Enterprise 3 was derived by GLND using the market approach method, the cost approach and the income approach method of valuation Basis and justification of arriving at the issue price The issue price of RM1.10 is based on the 5-day volume weighted average market price of Perisai Shares up to and including 29 November 2012, being the market day immediately preceding the signing of the SSA Ranking and listing of the Consideration Shares The Consideration Shares shall, upon allotment and issue, rank pari passu in all respects with the existing issued Perisai Shares, except that they shall not be entitled to participate in any dividends, rights, allotments and/or any other distributions that may be declared, made or paid prior to the date of allotment of the Consideration Shares. Listing of and quotation for the Consideration Shares on the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ) will be sought from Bursa Securities Original cost and date of investment for the Target Companies Emas Victoria The Vendor s 100% original cost and date of investment in Emas Victoria are as follows: Date of investment Cost of investment No. of Emas Cumulative number of Victoria Shares Emas Victoria Shares 9 Aug 2012 USD1 1 1 Total cost of investment Perisai is acquiring 51% equity interest in Emas Victoria. USD1 5

6 Victoria Production The Vendor s 100% original cost and date of investment in Victoria Production are as follows: Date of investment Cost of investment No. of Victoria Production Shares Cumulative number of Victoria Production Shares 24 Sep 2012 RM Nov 2012 RM Total cost of investment Perisai is acquiring 51% equity interest in Victoria Production SJR Marine Perisai s 100% original cost and date of investment in SJR Marine are as follows: 6 RM100 Date of investment Cost of investment No. of SJR Marine Cumulative number of Shares SJR Marine Shares 22 Sept 2008 USD42,000,000 4,000,000 4,000, Sept 2011 USD15,000,000* - 4,000,000 Total cost of investment Note: * Being the deferred consideration for the investment in SJR Marine. Perisai is disposing 51% equity interest in SJR Marine Liabilities to be assumed Proposed Acquisitions USD57,000,000 (equivalent to approximately RM173,593,500) Save for the liabilities and contingent liabilities of Emas Victoria and Victoria Production and as disclosed below, there are no other liabilities, contingent liabilities or guarantees to be assumed by Perisai arising from the Proposed Acquisitions. Emas Victoria is expected to undertake financing facilities of up to USD262 million (equivalent to approximately RM million) to fund the conversion, refurbishment and operational readiness expenses of the FPSO as well as to part finance the transfer of the legal and beneficial ownership of the FPSO to Emas Victoria. Emas Victoria is in the process of making the arrangements necessary for the said financing facilities Proposed Disposal Save for the existing liabilities and contingent liabilities of SJR Marine, there are no other liabilities, contingent liabilities or guarantees to be assumed by EOC arising from the Proposed Disposal Additional financial commitment required In the event that Total Project Costs (as defined in Section ) exceed USD143.1 million (equivalent to RM million) but is less than or equal to USD million (equivalent to RM million), the excess amount of Total Project Costs over USD143.1 million (equivalent to RM million) shall be borne by Emas Victoria but Perisai shall be required to fund up to USD7.30 million (equivalent to RM22.23 million) for its proportionate shareholding in Emas Victoria, via shareholders loans to Emas Victoria (save that EOC shall provide Perisai s shareholders loan to Emas Victoria on behalf of Perisai) as described in section (m)(ii).

7 2.1.8 Salient terms and conditions of the SSA Purchase consideration and disposal consideration (a) (b) Perisai shall pay EOC a sum of United States Dollar Eighty Nine Million Two Hundred Fifty Thousand (USD89,250,000.00) equivalent to Ringgit Malaysia Two Hundred Seventy One Million Eight Hundred Ten Thousand Eight Hundred Seventy Five (RM271,810,875.00) for the acquisition of Emas Victoria Shares ( Purchase Price for Acquisition of Emas Victoria Shares ) and a sum of Ringgit Malaysia Fifty One (RM51.00) only for the acquisition of Victoria Production Shares ( Purchase Price for Acquisition of Victoria Production Shares ); and EOC shall pay Perisai a sum of United States Dollar Thirty Seven Million (USD37,000,000.00) equivalent to Ringgit Malaysia One Hundred Twelve Million Six Hundred Eighty Three Thousand Five Hundred (RM112,683,500.00) only for the disposal of SJR Marine Shares ( Disposal Price for Disposal of SJR Marine ). The Purchase Price for Acquisition of Emas Victoria Shares, the Purchase Price for Acquisition of Victoria Production Shares and the Disposal Price for Disposal of SJR Marine shall be satisfied: (a) (b) (c) on the completion date of the acquisition of Emas Victoria Shares and Victoria Production Shares, by way of issuance of Consideration Shares to EOC or its nominees by Perisai for the acquisition of Emas Victoria Shares. Any fractional of a share shall not be taken into account; on the completion date of the acquisition of Emas Victoria Shares and Victoria Production Share, by way of cash of Ringgit Malaysia Fifty One (RM51.00) for the acquisition of Victoria Production Shares; and on the completion date of the disposal of SJR Marine Shares, the remaining sum of Purchase Price for Acquisition of Emas Victoria Shares being a sum of United States Dollar Thirty Seven Million (USD37,000,000.00) shall be set off against the Disposal Price for Disposal of SJR Marine or be paid in full by Perisai to EOC within 14 days following completion date of disposal of SJR Marine Shares if the completion of disposal of SJR Marine Shares does not take place on the actual completion date of disposal of SJR Marine Shares unless the SSA is terminated due to the termination of contract for Project or Lewek Arunothai has suffered a total loss or constructive total loss Conditions precedent Completion of the acquisition of Emas Victoria Shares and Victoria Production Shares shall be conditional upon the following conditions precedent being satisfied within the period of 4 months from the date of the SSA or such extended date as the parties may mutually agree to in writing ( Approval Period ): (a) (b) the increase of the share capital of Emas Victoria to United States Dollar One Hundred Seventy Five Million (USD175,000,000.00) divided into One Hundred Seventy Five Million (175,000,000) ordinary shares of United States Dollar One (USD1.00); the approval of the shareholders of Perisai at its duly convened extraordinary general meeting for the acquisition of Emas Victoria Shares and Victoria Production Shares and disposal of SJR Marine Shares by Perisai pursuant to the terms of the SSA; 7

8 (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) EOC being satisfied with the result of a financial, technical and legal due diligence on SJR Marine; Perisai being satisfied with the result of a financial, technical and legal due diligence on Emas Victoria and Victoria Production; the approval in-principle for the listing of the Consideration Shares being obtained from Bursa Securities and such approval remaining valid and continuing to be in force and effect until the completion date of the acquisition of Emas Victoria Shares And Victoria Production Shares and to the extent that any conditions for the listing and quotation of the Consideration Shares on Bursa Securities are required to be fulfilled on or before the said completion date, they are so fulfilled; completion of the transfer of the legal and beneficial ownership of Lewek Arunothai from Lewek Emerald Shipping Pte. Ltd. to Emas Victoria at a price of United States Dollar Two Hundred Ninety One Million Seven Hundred Ninety One Thousand Four Hundred Eighty Six (USD291,791,486.00) and Lewek Arunothai has been adequately insured; the issuance of a leasing license from Labuan Financial Services Authority to Emas Victoria; receipt of confirmation from Perisai of its acceptance of the terms and conditions of the contract for the Project; receipt of approval in writing from Hess and Petroliam Nasional Berhad for the acquisition of Emas Victoria Shares and Victoria Production Shares by Perisai (if required) ; the assignment of all rights and the benefits whatsoever in contract for the Project by Larizz to Emas Victoria and Victoria Production; receipt of confirmation by Perisai from EOC that there are no material breaches of the terms of the contract for the Project; Emas Victoria being granted a loan of not less than the sum of United States Dollar Two Hundred Eighty Four Million (USD284,000,000.00) by Oversea- Chinese Banking Corporation Limited and RHB Bank (L) Ltd together with a copy of the letter of offer and facility agreement in respect of the said loan; the execution of the agreement between EOC, Perisai and Emas Victoria in relation to the project capital expenditure costs including but not limited to conversion, refurbishment, mobilization, offshore installation and commissioning, project management costs, operational readiness costs, insurance costs, finance charges, interests and other costs in relation to the conversion and refurbishment of Lewek Arunothai under the contract for the Project based on the scope of work specified in Schedule 1 to each of the contracts for the Project as at their respective dates of execution ( Total Project Costs ) confirming that: (i) (ii) in the event that Total Project Costs exceed United States Dollar One Hundred Fifty Seven Million Four Hundred and Ten Thousand (USD157,410,000), the excess amount of Total Project Costs over United States Dollar One Hundred Fifty Seven Million Four Hundred and Ten Thousand (USD157,410,000) shall be fully borne and funded by EOC; and in the event that Total Project Costs exceed United States Dollar One Hundred Forty Three Million One Hundred Thousand 8

9 (USD143,100,000) but is less than or equal to United States Dollar One Hundred Fifty Seven Million Four Hundred and Ten Thousand (USD157,410,000), the excess amount of Total Project Costs over United States Dollar One Hundred Forty Three Million One Hundred Thousand (USD143,100,000) shall be borne by Emas Victoria and funded by EOC and Perisai in equal proportions via shareholders loans to Emas Victoria (save that EOC shall provide Perisai s shareholders loan to Emas Victoria) on behalf of Perisai), on the terms which shall include, without limitation, the interest rate for such loan. (n) (o) the written approval of Oversea-Chinese Banking Corporation Limited and RHB Bank (L) Ltd, in relation to the existing credit facilities and/or debt instruments provided to Emas Victoria and Victoria Production for the disposal of Emas Victoria Shares and Victoria Production Shares by EOC; and the written approval of OCBC Al-Amin Bank Berhad, in relation to the existing credit facilities and/or debt instruments provided to SJR Marine, for the disposal of SJR Marine Shares by Perisai. To the extent permitted by law, the parties hereby acknowledge and agree that: (i) (ii) (iii) EOC has the sole right to waive, in writing, the requirement to the Condition Precedent set out in section (c); Perisai has the sole right to waive, in writing, the requirements to the Conditions Precedent set out in sections (a), (d), (f), (g), (j), (k) and (l), and None of the other Conditions Precedents may be waived, save in writing by both Parties. In the event that each of the Conditions Precedent is not fulfilled or waived by the expiry of the Approval Period then, either Party hereto shall be entitled to terminate the SSA by notice in writing to the other Party. Upon termination of the SSA, the Parties agree that: (a) (b) each Party shall be released from its obligations to further perform the SSA except those imposing on it obligations of confidentiality; and none of the Parties hereto shall have any claim whatsoever each other save and except for this provision, any antecedent breaches. The SSA shall become unconditional on the date the last of the Conditions Precedent is fulfilled ( Unconditional Date ) Completion of sale and purchase The completion of the acquisition of Emas Victoria Shares and Victoria Production Shares shall take place within 7 Market Days from the Unconditional Date where: (i) Perisai shall: (a) allot and issue the Consideration Shares to EOC and credit the Consideration Shares to the Central Depository Systems Account of EOC; 9

10 (b) (c) (d) pay the purchase price of RM51 for the acquisition of Victoria Production Shares; deliver the resolution of the shareholders of Perisai approving the acquisition of Emas Victoria Shares Victoria Production Shares by Perisai and the allotment and issuance of the Consideration Shares to EOC; and deliver the execution page of the shareholders agreements in respect of the Emas Victoria and Victoria Production duly executed by its authorized representative. EOC shall then simultaneously deliver to Perisai the following documents:- (a) (b) (c) (d) (e) a certified true copy of the latest Form 24 (Return of Allotment of Shares) and Form 49 (Return Giving Particulars in Register of Directors, Managers and Secretaries and Changes of Particulars) of Emas Victoria and Victoria Production (or its equivalent documents); the original share certificates to the Emas Victoria and Victoria Production Shares; undated share transfer forms (Form 32A) duly executed by EOC in relation to transfer of Emas Victoria and Victoria Production Shares in favour of PPTB or its nominees; a copy of the completed Borang PDS 6 and such other relevant documents including the latest Management Accounts of Emas Victoria and Victoria Production for the adjudication of the stamp duty payable on the transfer of the Emas Victoria and Victoria Production Shares; the resolution of the board of directors of Emas Victoria and Victoria Production (certified as true by the company secretary): (i) approving the transfer of Emas Victoria and Victoria Production Shares to Perisai and registration of Perisai as a member of Emas Victoria and Victoria Prodcution in the register of members; (ii) approving the appointment of nominee directors of Perisai on the board of directors of Emas Victoria and Victoria Production where the effective date of the appointment shall be the completion date of the acquisition of Emas Victoria and Victoria Production Shares; (iii) accepting the resignation, as may be determined by EOC, of such number of existing director(s) of Emas Victoria and Victoria Production who were nominated by EOC where the effective date of the resignation shall be the completion date of the acquisition of Emas Victoria and Victoria Production Shares (if required); (f) (g) the duly executed letters of resignation of such number of existing director(s) of Emas Victoria and Victoria Production as EOC determines shall resign, where the effective date of the resignation shall be the completion date of the acquisition of Emas Victoria and Victoria Production Shares, confirming that they have no claims whatsoever against the relevant Emas Victoria and Victoria Production (if required by Perisai in writing); and deliver the execution page of the shareholders agreements in respect of the Emas Victoria and Victoria Production to Perisai duly executed by its authorized representative. 10

11 Completion of SJR Marine Shares The completion of SJR Marine Shares shall take place on the due date of the first payment under the Contract for Project or 31 July 2013, whichever is later, where: (a) (b) EOC shall deliver the execution page of the shareholders agreements in respect of the SJR Marine duly executed by its authorized representative. Perisai shall then simultaneously deliver to EOC the following documents:- (i) (ii) (iii) (iv) (v) the resolution of the shareholders of Perisai approving the disposal of SJR Marine Shares by Perisai to EOC and the settlement of the Purchase Price of SJR Marine Shares shall be set off against the balance purchase price for the acquisition of Emas Victoria Shares. the original share certificates to the SJR Marine Shares; undated share transfer forms (Form 32A) duly executed by Perisai in relation to SJR Marine Shares Shares; a copy of the completed Borang PDS 6 and such other relevant documents for the adjudication of the stamp duty payable on the transfer of the SJR Marine Shares; the resolutions of the board of directors of SJR Marine (certified as true by the company secretary): (a) approving the transfer of the SJR Marine Shares to EOC and registration of EOC as a member of SJR Marine in the register of members; (b) approving the appointment of nominee directors of EOC on the board of directors of SJR Marine where the effective date of the appointment shall be the completion date of the disposal of SJR Marine Shares; (c) accepting the resignation, as may be determined by Perisai, of such existing director(s) of SJR Marine who were nominated by Perisai where the effective date of the resignation shall be the completion date of the disposal of SJR Marine Shares (if required); (vi) (vii) the duly executed letters of resignation of such existing director(s) of SJR Marine who were nominated by Perisai, whom Perisai determines shall resign, where the effective date of the resignation shall be the completion date of the disposal of SJR Marine Shares and shall also confirm that they have no claims whatsoever against SJR Marine (if required by EOC in writing); and deliver the execution page of the shareholders agreements in respect of the SJR Marine to EOC duly executed by its authorized representative. 11

12 Completion account and adjustment for the disposal consideration for SJR Marine Shares Perisai shall procure the preparation of the management accounts of SJR Marine in respect of the period of up to the completion date of the disposal of SJR Marine Shares ( Completion Accounts ) to facilitate both Parties in verifying the actual disposal consideration for the disposal of SJR Marine Shares on the completion date of the disposal of SJR Marine Shares and shall furnish the Completion Accounts to EOC within 7 days from the completion date of the disposal of SJR Marine Shares. The Completion Accounts shall specify the net asset value of SJR Marine as at the completion date of the disposal of SJR Marine Shares (the Completion NAV ). If the 50% of the Completion NAV is higher than the disposal consideration of SJR Marine of USD37,000,000, EOC shall pay Perisai the difference between the 50% of the Completion NAV and the disposal consideration of SJR Marine of USD37,000,000 within thirty (30) Market Days from the date of delivery of the Completion Accounts by Perisai to EOC. In the event that the 50% of the Completion NAV is lower than the disposal consideration of SJR Marine of USD37,000,000 Perisai shall pay EOC the difference between the 50% of the Completion NAV and the disposal consideration of SJR Marine of USD37,000,000 within thirty (30) Market Days from the date of delivery of the Completion Accounts by Perisai to EOC. Late payment interest at the rate of eight percent (8%) per annum, calculated from the aforementioned due date shall be chargeable on the Party in respect of the payment is due from. For the purposes of the SSA, net asset value shall mean the net asset value of SJR Marine after adjusting the value of Enterprise 3 to United States Dollar One Hundred Twenty Million (USD120,000,000.00) Remedies for breach In the event of any material or willful breach of either Party of the terms of the SSA ( Defaulting Party ), the Defaulting Party shall remedy such breach within fourteen (14) days of the notice in writing of the alleged breach from the other Party ( Non- Defaulting Party ). In the event the Defaulting fails, neglects, refuses to remedy such breach within the stipulated period, the Non-Defaulting Party may by notice in writing to the Defaulting Party, without prejudice to any other rights it may have under law, elect to terminate the SSA. If the Non-Defaulting Party elects to terminate the SSA, the Defaulting Party shall indemnify and hold the Non-Defaulting Party hereto harmless from and against any damages, deficiencies, losses, costs, liabilities and expenses (including but not limited to legal fees and disbursements on a solicitors client basis) resulting from the termination of the SSA or directly or indirectly from or arising out of such material or willful breach by the Defaulting Party of the terms of the SSA. If a third party makes any claim against the Non-Defaulting Party on the basis of any breach of Warranties by the Defaulting Party, the Non-Defaulting Party has the right to initiate third party proceedings as provided under the law against the Defaulting Party and similarly, the Defaulting Party has the right to oppose such third party proceedings. The rights and remedies of the Non-Defaulting Party in respect of any breach of the Warranties shall not be affected by: (a) (b) the Non-Defaulting Party rescinding or failing to rescind the SSA or failing to exercise or delaying the exercise of any right or remedy; and any event or matter whatsoever, except a specific and duly authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 12

13 Termination of the contract for the project or total loss or constructive total loss of Lewek Arunothai In the event where the contract for the Project is terminated or Lewek Arunothai has suffered a total loss or a constructive total loss, as the case may be, at any time during the term of the SSA, Perisai shall be entitled to terminate SSA by giving EOC not less than fourteen (14) days notice in writing of its intention and: (a) (b) (c) Perisai shall not be required to complete the disposal of SJR Marine Shares; EOC shall pay Perisai RM159,127, being the value of the Consideration Shares allotted to EOC; and upon receipt of payment by Perisai of the above amount, where Victoria Production and Emas Production Shares have been transferred to Perisai, Perisai shall transfer the Victoria Production and Emas Production Shares to EOC and EOC shall pay to Perisai the stamp duty paid by Perisai in respect of the transfer of Victoria Production and Emas Production Shares together with all costs and expenses incurred by Perisai for the transactions contemplated herein; and thereafter, the SSA shall terminate and the Parties shall not have any claim whatsoever against each other on any matter in respect of or arising out of this Agreement save and except for the provisions of this provision Information on the Vendor EOC Pte. Ltd. which was incorporated on 7 February 2007 under the Companies Act (Cap 50) as a private limited company. It converted to a public company on 12 April 2007 and assumed the present name. As at 26 November 2012, the paid-up share capital of EOC is USD110,954,502 comprising 110,954,502 ordinary shares issued and fully paid up in EOC ( EOC Shares ). EOC is a company listed on the Oslo Stock Exchange, Norway. The principal activities of EOC are those of investment holding and provision of ship management services. The principal activities of the subsidiaries and associate are those of owning and operating offshore construction, accommodation and FPSO units, targeted at the offshore oil and gas industry. The principal markets for EOC are mainly in Singapore, Thailand, Brunei, Malaysia and the Philippines. The directors of EOC and their shareholdings in EOC as at 26 November 2012 are as follows: < Direct > < Indirect > No. of ordinary % No. of ordinary shares shares Lee Kian Soo ,711,064 (1) Lee Chye Tek Lionel ,711,064 (1) Cuthbert (Chas) I.J. Charles Wang Kai Yuen 75, Dale B.Alberda Note: (1) Deemed interested through all the related corporations of EOC by virtue of Section 7 of the Singapore Companies Act. % 13

14 The substantial shareholders (holding 5% or more) of EOC and their respective shareholdings in EOC as at 26 November 2012 are as follows: Ezra Holdings Limited ( Ezra Holdings ) < Direct > < Indirect > No. of ordinary No. of ordinary shares % shares % 50,711, Bank of America Merrill Lynch 15,795, Proposed Increase in Authorised Share Capital and Proposed Amendments The authorised share capital of Perisai is RM100,000,000 comprising 1,000,000,000 Perisai Shares as at 26 November In order to accommodate the issuance of the Consideration Shares and any future increase in share capital due to any future corporate exercises, Perisai proposes to increase its authorised share capital from RM100,000,000 comprising 1,000,000,000 Perisai Shares to RM500,000,000 comprising 5,000,000,000 Perisai Shares by the creation of an additional new 4,000,000,000 Perisai Shares and to make the subsequent amendments in the Memorandum. 3. RATIONALE FOR THE PROPOSED CORPORATE EXERCISES Perisai had on 14 November 2012 announced that Larizz has secured a LOA from Hess for the provision and lease of a FPSO and related operation and maintenance ( O&M ) services for the Project. In line with the positive outlook for demand of FPSO in the oil and gas industry, the Proposed Acquisitions represent an opportunity for Perisai and its group of companies ( Perisai Group ) to participate in the equity of both Emas Victoria, which will own the Lewek Arunothai, and Victoria Production, a company which will provide O&M services for the Project. The Lewek Arunothai will be deployed for operation in the Kamelia Field in Block PM 302 of the North Malay Basin where first gas is expected at the end of July The LOA entails the chartering of the Lewek Arunothai for a minimum of 3 years, following which the contract may be renewed yearly for another 3 years on the basis of a 1-year extension option. Although the management of Perisai expects that Emas Victoria will incur certain capital expenditure and expenses during the conversion, refurbishment and operational readiness phase of the Lewek Arunothai prior to its deployment for service, the Proposed Acquisitions are envisaged to contribute positively to the earnings of the Perisai Group once the Lewek Arunothai commences its operation. Furthermore, the Lewek Arunothai is currently operationally ready with key human resource positions filled or identified. Following the Proposed Disposal, SJR Marine will no longer be a subsidiary of Perisai and become a jointly controlled entity. The Proposed Disposal is expected to enable Perisai to part finance the Proposed Acquisitions without additional debt finance or issuance of further Perisai Shares (over and above the Consideration Shares to be issued). Therefore, allowing Perisai to manage its gearing level and to ensure that there is no further dilution to its earnings per share ( EPS ). The Proposed Increase in Authorised Share Capital is required to facilitate the issuance of the Consideration Shares and any future corporate exercises. The Proposed Amendments are intended to facilitate the Proposed Increase in Authorised Share Capital. 14

15 4. OUTLOOK AND PROSPECTS 4.1 Industry outlook Value-added of the mining sector rebounded 1.3% (January - June 2011: 6.6%) after experiencing seven consecutive quarters of contraction. The sector is expected to grow 1.5% in 2012 underpinned by improvement in crude oil output and a moderate increase in natural gas during the second half of the year. During the first seven months of 2012, production of crude oil (including condensates) turned around by 1.9% to 577,144 barrels per day ( bpd ) (January - July 2011: -12.4%; 566,458 bpd) supported by output from new oil fields and efforts to rejuvenate matured oil fields in Peninsular Malaysia. In 2012, production of crude oil (including condensates) is targeted to increase 1.6% to 579,000 bpd (2011: -10.7%; 569,778 bpd) partly due to higher production from new oil fields at East Piatu and Sepat Oil in offshore Peninsular Malaysia. Petroliam Nasional Berhad ( PETRONAS ) has intensified its exploration activities to increase domestic O&G reserves, resulting in the discovery of two new oil fields in offshore Peninsular Malaysia (Irong 6 and Bertam 2) as at end-june In line with the Government's incentives for the development and production of marginal oil fields, PETRONAS has signed several new Production Sharing Contracts involving offshore and deepwater explorations in Sabah and Sarawak to sustain production and increase the lifespan of the reserves. As at 1 January 2012, crude oil reserves stood at 5.95 billion barrels and are estimated to last 29 years (1 January 2011: 5.86 billion barrels; 25 years). Output of natural gas declined 5.3% to 5,616 million standard cubic feet per day ( mmscfd ) during the first seven months of 2012 (January - July 2011: -0.1%; 5,933 mmscfd) mainly due to operational challenges. However, for 2012, production of natural gas is expected to expand 5.5% to 6,259 mmscfd (2011: 0.3%; 5,932 mmscfd) resulting from the increase in production capacity to meet growing domestic demand, particularly from power producers and petrochemical industries. As at end-june 2012, the discovery of six new gas fields in offshore Peninsular Malaysia, Sabah and Sarawak will further increase production of gas and reserves in Malaysia. In addition, the completion of the LNG Regasification Terminal in Melaka is expected to ensure a sufficient supply of gas to meet domestic demand in Peninsular Malaysia. Gas reserves stood at 92.1 trillion standard cubic feet as at 1 January 2012, sufficient to last 37 years (1 January 2011: 88.9 trillion standard cubic feet; 39 years). During the first eight months of 2012, the average price of Malaysian crude oil Tapis Blend remained elevated at USD120 per barrel ( pb ) (January - August 2011: USD118 pb). However, global oil prices were volatile due to geopolitical tensions in the early part of the year and the worsening euro area debt crisis. Escalating unrest in the Middle East has resulted in the torch-mark Dated Brent trading at a six-month peak of USD127 pb in February However, as the euro area debt crisis took centre stage in May, global oil prices slumped with the price of Dated Brent declining to USD95 pb. Price of Tapis Blend was also volatile and moved to a high of USD134 pb in March 2012 and a low of USD95 pb in June. Moving forward, market sentiment will continue to be influenced by the escalation of Middle East tensions due to the sanctions on Iran and the prolonged euro area debt crisis, which will affect the supply and demand of crude oil. According to the International Energy Agency, global demand for crude oil was lower at 88.8 million bpd as at end-june 2012 due to the weaker global economic outlook, while global supply was slightly higher at 90.8 million bpd. Tapis price is expected to soften during the second half of 2012 due to lower demand for crude oil following the slowdown in emerging economies. Notwithstanding the possible disruption in oil output due to geopolitical tensions in the Middle East, which could result in higher oil prices, Tapis price is forecast to average USD105 pb for (Source: Economic Report 2012/2013) 15

16 4.2 Prospects of Emas Victoria and Victoria Production Pursuant to the Proposed Acquisitions, the Lewek Arunothai, a FPSO vessel will be transferred to Emas Victoria. Victoria Production will be carrying out the operation and maintenance services for the Project. The FPSO vessel, Lewek Arunothai, is currently being converted and refurbished at a shipyard in Singapore. The LOA entails the chartering of the Lewek Arunothai and the related operation and maintenance services for a minimum of 3 years, following which the contract may be renewed yearly for another 3 years on the basis of a 1-year extension option. In this regard, the revenue to be generated by Emas Victoria and Victoria Production will be secured for duration of at least 3 years. The Board is of the view that the prospects and future financial performance of Emas Victoria and Victoria Production is expected to be favorable based on the favorable prospects of the oil and gas industry and the demand for such FPSO vessel by players in the oil and gas industry. (Source: Management of Perisai) 5. RISK FACTORS The risks inherent in the Proposed Acquisitions would be similar in nature to the existing industry risks faced by the Perisai Group, which include but are not limited to the fluctuations in demand and commodity prices, economic condition, political and regulatory considerations, operational risk such as fire-breakouts and accidents, dependence on major customers and competition. Although the Company would continuously take appropriate measures to mitigate such risks, no assurance can be given that any changes to these factors will not have a material adverse impact on Emas Victoria and Victoria Production and, consequently, the Perisai Group. To a certain extent, the commercial risks faced by the Perisai Group in respect of the Proposed Acquisitions will be mitigated by the charter of the FPSO to Hess. 6. EFFECTS OF THE PROPOSALS The Proposed Increase in Authorised Share Capital and Proposed Amendments will not have any effect on the issued share capital, substantial shareholdings, EPS, NA per share and gearing of Perisai. 6.1 Share capital The effect of the Proposed Corporate Exercise on the issued and paid-up share capital of Perisai is as follows: No. of Perisai Shares Par value As at 26 November ,775, ,177,540 To be issued pursuant to the Proposed Acquisitions RM 144,661, ,466,125 Enlarged issued and paid-up share capital 996,436, ,643,665 16

17 6.2 NA per share and gearing The proforma effects of the Proposed Corporate Exercise on the NA per share and gearing of the Perisai Group based on its audited consolidated financial statements for the financial year ended 31 December 2011 are set out as follows: Proforma I Proforma II Audited as at 31 December 2011 After adjustments for completed transaction 1 After Proforma I and the Proposals RM 000 RM 000 RM 000 Share capital 75,388 85,178 99,644 Share premium 144, , ,930 Treasury shares (231) (231) (231) Other reserves (12,433) (12,433) (12,433) Retained profits 114, , ,086 Shareholders funds/na 321, , ,996 No of Shares in issue (excluding 400,000 treasury shares) ( 000) 753, , ,037 NA per share (RM) Total borrowings (RM 000) 264, , ,618 Gearing (times) Note: (1) The adjustment for completed transaction take into account the acquisition of 100% equity interest in Garuda Energy (L) Inc. from Nagendran a/l C. Nadarajah for a purchase consideration of USD70 million to be satisfied via USD50 million cash and remaining USD20 million via issuance of new Perisai Shares at an issue price of RM0.65 per share which was completed on 12 January Earnings The Proposed Acquisitions are expected to be completed by the first half of 2013, and is expected to contribute positively to the earnings of the Perisai Group for the FYE 31 December 2013 and in the future. Notwithstanding the issuance of Consideration Shares, the EPS is expected to be enhanced after commencement of the charter of Lewek Arunothai and the operation and maintenance services for the Project. Upon completion of the Proposed Disposal, the Perisai Group is expected to realise an expected gain on disposal of RM1.88 million which represents an earnings per share of approximately 0.19 sen. 17

18 6.4 Substantial shareholders shareholdings The effect of the Proposed Corporate Exercise on substantial shareholders shareholdings in Perisai is as follows: No. of Perisai Shares 000 % Proforma I As at 26 November 2012 (1) After the Proposals (1) Direct Indirect Direct Indirect No. of No. of Perisai Perisai Shares Shares 000 % 000 % No. of Perisai Shares 000 % Ezra Holdings (2) , , Mercury Pacific Marine Pte. Ltd. 79, , , , Emas Offshore (M) Sdn Bhd ( Emas Offshore ) 70, , Lynear Plus Limited 69, , HCM Logistics Limited ( HCM Logistics ) 66, , Zainol Izzet Bin Mohamed Ishak 66, , EOC , Notes: (1) Excluding 400,000 treasury shares (2) Deemed interested via its interest in HCM Logistics, Emas Offshore and EOC 7. APPROVALS REQUIRED The Proposed Corporate Exercise is subject to and conditional upon approvals being obtained from the following: (i) (ii) (iii) (iv) the shareholders of Perisai at an extraordinary general meeting ( EGM ) to be convened; Bursa Securities for the listing of and quotation for the Consideration Shares on the Main Market of Bursa Securities; Labuan Offshore Financial Services Authority, if required; and any other relevant authorities/ parties, if required. The Proposed Increase in Authorised Share Capital and the Proposed Amendments are subject to approvals being obtained from the following: (i) (ii) shareholders of the Company at an EGM; and any other relevant authorities, if required. The Proposed Acquisitions, Proposed Disposal, Proposed Increase in Authorised Share Capital and Proposed Amendments are inter-conditional upon each other. 18