SUMATEC RESOURCES BERHAD FINANCIAL REGULARISATION PLAN

Transcription

1 SUMATEC RESOURCES BERHAD FINANCIAL REGULARISATION PLAN June 2013

2 CONTENT INTRODUCTION OVERVIEW OF THE REGULARISATION PLAN UTILISATION OF PROCEEDS SHAREHOLDING EFFECTS FINANCIAL EFFECTS FUTURE EARNINGS TIMELINE 2

3 INTRODUCTION 27/4/11 Classified as PN17 8/3/12 Joint Investment Agreement ( JIA ) for production of oil and gas in the Rakushechnoye Oil Field 29/1/13 Bursa Malaysia Securities Berhad s ( Bursa Securities ) approval for the Proposed Regularisation Plan 7/2/13 Bank Negara Malaysia s ( BNM ) approval for the foreign currency remittance under the investment and issuance of warrants to non-residents 10/4/13 Bursa Securities approval for the variation to the Proposed Regularisation Plan (re Proposed Disposal of shares in Semua International) 3

4 OVERVIEW OF REGULARISATION PLAN Two pronged approach to regularise Sumatec Business Turnaround Plan Financial Regularisation Plan New core business in the production of oil and gas via the Joint Investment Agreement Proposed Par Value Reduction Proposed Issuance of Shares Proposed Rights Issue with Warrants Proposed Scheme of Arrangement with Creditors Proposed Disposal Proposed Diversification 4

5 PROPOSED PAR VALUE REDUCTION FROM RM0.35 TO RM0.14 PER SHARE Existing No. of shares 214,364,221 Par value RM0.35 Share capital 75,027,471 Crediting of RM45 million to reduce accumulated losses* Proposed Par Value Reduction No. of shares 214,364,221 Par value RM0.14 Share capital 30,010,991 * Accumulated 31/12/2012 was RM231.3 mill 5

6 PROPOSED ISSUANCE OF SHARES TO STRATEGIC INVESTORS Upon completion of the Proposed Par Value Reduction, Sumatec shall undertake an issuance of shares to the following strategic investors: No. of Shares Issue Price Amount Raised 000 RM RM 000 Tan Sri Dato Seri Halim Saad 150, ,320 Tan Sri Dato Chua Ma Yu 30, ,250 Corston-Smith Asset Management 59, ,430 Tekad Mulia Sdn Bhd* 95, , ,000 58,625 * Existing single largest controlling shareholder 6

7 PROPOSED RIGHTS ISSUE WITH WARRANTS Rights issue on the basis of 41 rights shares for every 10 existing ordinary shares (including shares from the Proposed Issuance of Shares) held together with 1 free detachable warrant for every 4 rights share subscribed. RIGHTS SHARES No. of new shares to be issued Issue price : RM0.175 per share : 2,252,393,306 (min)/2,722,220,957 (max) Total funds to be raised : RM315.3 million /RM476.4 million WARRANTS No. of warrants to be issued : 563,098,327 (min)/680,555,239 (max) Exercise price : RM0.175 per warrant Funds to be raised from exercise of warrants : RM98.5 million/rm119.1 million 7

8 PROPOSED SCHEME OF ARRANGEMENT WITH CREDITORS Scheme debts: RM113.9 million Full and final settlement No. of shares: million Issue price: RM0.175 Value: RM45.7 million 8

9 PROPOSED DISPOSAL OF THE SHIPPING BUSINESS The Proposed Disposal is part of the global settlement with the CLO Bondholders. Sumatec 51% (charged to CLO Bondholders) 2% RM1.8 million Hoe Leong Corporation Ltd Semua International Sdn Bhd ( SISB ) Disposal price RM18.8 million 49% RM17 million Setinggi Holdings Limited 9

10 PROPOSED DIVERSIFICATION Existing Proposed Diversification Sumatec Sumatec Shipping Disposed EPCC Ceased Upstream oil and gas industry Rakushechnoye Oil Field kazakhstan 10

11 UTILISATION OF PROCEEDS The utilisation of the proceeds raised from the Proposed Issuance of Shares and Proposed Rights Issue with Warrants are as follows: Minimum Scenario RM Maximum Scenario Proposed Issuance of Shares 58,625,000 58,625,000 Proposed Rights Issue with Warrants 394,168, ,388,667 Total 452,793, ,013,667 RM Utilisation Payments under the JIA (i) Signature Bonus (ii) Costs Reimbursement (iii) Performance Deposit Minimum Scenario (RM 000) 31, , ,000 Maximum Scenario (RM 000) 31, , ,000 Working capital 29,294 41,514 Capital expenditure in relation to the opening of new - 70,000 wells Estimated expenses in relation to the Proposed 5,000 5,000 Regularisation Plan Total 452, ,014 11

12 SHAREHOLDING EFFECTS Exisiting shareholding structure Shareholding structure - minimum scenario TMSB 27% Public 26% TSHS 25% CMY 5% Public 73% Scheme Creditors 8% TMSB 26% Corston-Smith Asset Management 10% - After the Proposed Regularisation Plan - Existing Minimum Scenario Maximum Scenario No. of shares % No. of shares % No. of shares % TSHS 0 0.0% 767, % 767, % CMY 0 0.0% 153, % 153, % Corston-Smith Asset Management 0 0.0% 303, % 303, % TMSB 57, % 789, % 957, % Scheme Creditors 0 0.0% 250, % 250, % Public 156, % 798, % 1,215, % 214, % 3,062, % 3,647, % 12

13 FINANCIAL EFFECTS SUMATEC will be debt free upon completion of the regularisation plan After Proposed Regularisation Plan As at 31 December 2012 Minimum Scenario Maximum Scenario RM 000 RM 000 RM 000 Share capital 75, , ,605 Shareholders equity / NA (137,830) 447, ,360 No. of shares ( 000) 214,364 3,062,758 3,647,177 NA per Share (0.64) Borrowings (excluding finance lease) 81, Gearing N/A

14 FUTURE EARNINGS RM 000 RM 000 Revenue 118,096 One-off net gains from regularisation 88,070 - After Tax Profits 86,942 69,287 Weighted average no. of shares ( 000) 926,463 3,062,757 Earnings per share - sen 9.28 # Excluding revenue from discontinued operation # 2.84 sen based on no. of shares at year end 14

15 TENTATIVE TIMELINE Tentative Date Events July 2013 Confirmation/sanction by the Court for the Proposed Par Value Reduction and Proposed Scheme of Arrangement with Creditors August 2013 Announcement of Books Closing Date Books Closing Date September 2013 Listing of and quotation for the securities to be issued pursuant to the Proposed Regularisation Plan 15