FOR IMMEDIATE RELEASE

Transcription

1 FOR IMMEDIATE RELEASE ANNOUNCEMENT MANDATORY CONDITIONAL CASH OFFER BY PETROCHINA INTERNATIONAL (SINGAPORE) PTE. LTD. FOR SINGAPORE PETROLEUM COMPANY LIMITED 1. INTRODUCTION 1.1 The Board of Directors of Singapore Petroleum Company Limited (the Company ) wishes to inform the shareholders of the Company that Deutsche Bank AG, Singapore Branch, acting for and on behalf of PetroChina International (Singapore) Pte. Ltd. (the Offeror ), has announced on 21 June 2009 (the Offer Announcement ) that the Offeror will make a mandatory conditional cash offer (the Offer ) to acquire all the issued and fully paid up ordinary shares (the Shares ) in the capital of the Company, other than those already owned, controlled or agreed to be acquired by the Offeror and its concert parties (the Offer Shares ). 1.2 As set out in the Offer Announcement, the Offer, when made, will be made on the following basis: For each Offer Share: S$ Further details of the Offer, including the terms and conditions of the Offer, are set out in the Offer Announcement. A copy of the Offer Announcement is attached and is also available at the website of the Singapore Exchange Securities Trading Limited at 2. INDEPENDENT FINANCIAL ADVISER The Board of Directors of the Company also wishes to announce that it has appointed Merrill Lynch (Singapore) Pte. Ltd. as the independent financial adviser (the IFA ) to advise the Directors of the Company who are considered independent for the purpose of making a recommendation to shareholders of the Company (the Independent Directors ) on the Offer. A circular containing the advice of the IFA and the recommendation of the Independent Directors in respect of the Offer (the Offeree Circular ) will be despatched by the Company to shareholders of the Company within 14 days of the date of despatch of the offer document to be issued by the Offeror. Singapore Petroleum Company Limited 1 Maritime Square, #10-10 HarbourFront Centre, Singapore Website: Tel: (65) Fax: (65) Cable: SINGAPETRO SPC Reg No.: N GST No.: M

2 In the meantime, shareholders of the Company are advised to refrain from taking any action in relation to their Shares which may be prejudicial to their interests, until they or their advisers have considered the information and the recommendations of the Independent Directors as well as the advice of the IFA which will be set out in the Offeree Circular to be issued in due course. 3. RESPONSIBILITY STATEMENT The Directors of the Company (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or publicly available sources, the sole responsibility of the Directors of the Company has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. BY ORDER OF THE BOARD Helen Chong Company Secretary Singapore, 22 June 2009 Singapore Petroleum Company Limited 1 Maritime Square, #10-10 HarbourFront Centre, Singapore Website: Tel: (65) Fax: (65) Cable: SINGAPETRO SPC Reg No.: N GST No.: M

3 MANDATORY CONDITIONAL CASH OFFER by DEUTSCHE BANK AG, SINGAPORE BRANCH for and on behalf of PETROCHINA INTERNATIONAL (SINGAPORE) PTE. LTD. (Incorporated in the Republic of Singapore) (Co. Reg. No.: G) to acquire all of the issued and fully paid up ordinary shares in the capital of SINGAPORE PETROLEUM COMPANY LIMITED (Incorporated in the Republic of Singapore) (Co. Reg. No.: N) other than those already owned, controlled or agreed to be acquired by PetroChina International (Singapore) Pte. Ltd. and parties acting in concert with it. 1. INTRODUCTION 1.1 Completion of the Acquisition Further to the announcement made on 24 May 2009 (the Pre-Conditional Offer Announcement ) by Deutsche Bank AG, Singapore Branch ( Deutsche Bank ) for and on behalf of PetroChina International (Singapore) Pte. Ltd. ( PetroChina or the Offeror ), Deutsche Bank wishes to announce, for and on behalf of PetroChina, that PetroChina has today completed the purchase (the Acquisition ) from Keppel Oil and Gas Services Pte Ltd (the Vendor ) of 234,522,797 issued and fully paid up ordinary shares in the share capital of Singapore Petroleum Company Limited ( SPC or the Company ), pursuant to the conditional sale and purchase agreement entered into between PetroChina and the Vendor on 24 May Following the completion of the Acquisition, the Offeror holds 234,522,797 issued and fully paid up ordinary shares in the share capital of the Company, representing approximately 45.51% 1 of all the issued and fully paid up ordinary shares (excluding treasury shares) ( Shares ) of the Company as at 19 June 2009, being the latest practicable date prior to the date of this Announcement ( Latest Practicable Date ). 1 Unless otherwise stated, in this Announcement, for the purposes of computation, the total number of Shares is 515,314,357 as at the Latest Practicable Date (as provided by the Company to the Offeror). 1

4 1.2 Mandatory Conditional Cash Offer In accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and Rule 14 of the Singapore Code on Take-overs and Mergers (the Code ), the Offeror will make a mandatory conditional cash offer (the Offer ) for all the Shares other than those already owned, controlled or agreed to be acquired by the Offeror and persons acting in concert with it. 2. THE OFFER 2.1 Terms of the Offer The Offer, when made, will be made for all the Shares other than those already owned, controlled or agreed to be acquired by the Offeror and its concert parties (the Offer Shares ), subject to the terms and conditions set out in the formal document in relation to the Offer (the Offer Document ) to be issued by Deutsche Bank, for and on behalf of the Offeror The Offer, when made, will be made on the following basis: For each Offer Share: S$6.25 (the Offer Price ) The Offer Shares will be acquired: (a) (b) (c) fully paid; free from any mortgage, debenture, lien, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or similar right, right of first refusal and any other encumbrance or condition whatsoever; and together with all rights, benefits and entitlements attached thereto as at the date of this Announcement and thereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by the Company on or after the date of this Announcement. If any dividend, or other distribution or return of capital is announced, declared, paid or made on or after the date of this Announcement, the Offeror reserves the right to reduce the Offer Price by the amount of such dividend, distribution or return of capital The Offer, when made, will be extended on the same terms and conditions to all new Shares unconditionally issued or to be issued pursuant to: (i) the valid exercise prior to the close of the Offer of any outstanding options (the Options ) to subscribe for new Shares granted under the SPC Share Option Scheme 2000 (the Scheme ); and (ii) the valid release prior to the close of the Offer of any awards of shares granted under the SPC Restricted Share Plan and the SPC Performance Share Plan (the Share Plans ). For the purposes of the Offer, the expression Offer Shares shall include such new Shares Minimum Acceptance Condition Pursuant to Rule 14.2 of the Code, the Offer, when made, will be conditional on the Offeror having received, on or prior to the close of the Offer, valid acceptances in respect of such number of Offer Shares which, when taken together with the number of Shares owned, controlled or agreed to be acquired by the Offeror and persons acting in concert with it (either before or during the Offer and pursuant to the Offer or otherwise), will result 2

5 in the Offeror and persons acting in concert with it holding such number of Shares carrying more than 50% of the voting rights of the total issued Shares of the Company as at the close of the Offer (including any voting rights attributable to any new Shares issued or to be issued pursuant to the valid exercise of any outstanding Options or the valid release of any awards of Shares granted under the Share Plans prior to the close of the Offer) Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such number of Offer Shares which, when taken together with the number of Shares owned, controlled or agreed to be acquired by the Offeror and persons acting in concert with it (either before or during the Offer and pursuant to the Offer or otherwise), will result in the Offeror and persons acting in concert with it holding such number of Shares carrying more than 50% of the maximum potential issued Shares in the Company. For purposes of this Announcement, the maximum potential issued Shares in the Company means the total number of Shares which would be unconditionally in issue had all the outstanding Options been validly exercised and all outstanding share awards under the Share Plans been validly released. 3. SHARE OPTIONS 3.1 The Share Option Scheme As at the Latest Practicable Date, there are outstanding Options granted under the Scheme. Under the rules of the Scheme, the Options are personal to the holders thereof ( Optionholders ) and may not be transferred, assigned or charged by the Optionholders, save as permitted by the Committee administering the Scheme In view of the above restriction, Deutsche Bank, on behalf of the Offeror, will not make an offer to acquire the Options (although, for the avoidance of doubt, the Offer will be extended to all Shares unconditionally issued or to be issued pursuant to the valid exercise of the Options on or prior to the close of the Offer). Instead, Deutsche Bank will, on behalf of the Offeror, make a proposal (the Options Proposal ) to Optionholders on the following terms: (a) (b) subject to the Offer becoming or being declared unconditional; and the relevant Options continuing to be unconditionally exercisable into new Shares, the Offeror will pay to such Optionholders a cash amount (as determined below) (the Option Price ) in consideration of such Optionholders agreeing: (i) (ii) not to exercise any of such Options into new Shares; and not to exercise any of their rights as Optionholders. 3.2 Option Price The Option Price is computed on a see-through basis. In other words, the Option Price in relation to any Option is the amount by which the Offer Price is in excess of the exercise price of that Option. Where the exercise price of an Option is equal to or in excess of the Offer Price, the Option Price for each Option will be fixed at S$

6 3.3 Offer and Options Proposal Mutually Exclusive For the avoidance of doubt, whilst the Options Proposal is conditional upon the Offer becoming or being declared unconditional, the Offer will not be conditional upon acceptances received in relation to the Options Proposal. The Offer and the Options Proposal are separate and are mutually exclusive. The Options Proposal does not form part of the Offer, and vice versa. Without prejudice to the foregoing, if Optionholders exercise their Options in order to accept the Offer in respect of the new Shares to be unconditionally issued pursuant to such exercise, they may not accept the Options Proposal in respect of such Options. Conversely, if Optionholders wish to accept the Options Proposal in respect of their Options, they may not exercise those Options in order to accept the Offer in respect of the new Shares to be unconditionally issued pursuant to such exercise. 3.4 Options Proposal Details of the Options Proposal will be despatched to Optionholders no later than the date of despatch of the Offer Document. 4. DESPATCH OF THE OFFER DOCUMENT The Offer Document setting out the terms and conditions of the Offer and enclosing the appropriate form(s) of acceptance will be despatched to holders of the Offer Shares not earlier than 14 days and not later than 21 days of the date of this Announcement. Shareholders of the Company should exercise caution and seek appropriate independent professional advice when dealing in the Shares. 5. INFORMATION ON THE OFFEROR The Offeror is a private company limited by shares incorporated in Singapore on 14 October The Offeror has an issued and paid up share capital of S$7,666,483 comprising 7,666,483 ordinary shares as at the Latest Practicable Date. It is a whollyowned subsidiary of PetroChina International Co., Ltd, which is in turn wholly-owned by PetroChina Company Limited ( PCL ), a joint stock company with limited liabilities under the laws of the People s Republic of China, the securities of which are listed on the Hong Kong Stock Exchange, Shanghai Stock Exchange and the New York Stock Exchange. The Offeror s principal activities are trading in physical crude oil, refined oil products (gasoline, gasoil, jet fuel, naphtha and fuel oil) and petrochemicals, and investment in a storage facility. Its main markets include Indonesia, Vietnam, Singapore, China and South Korea. The directors of the Offeror as at the date of this Announcement are Wang Lihua, Shen Dingcheng and Xia Hongwei. PCL is one of the largest oil and gas companies in the world. PCL is engaged in a broad range of oil and natural gas activities including the exploration, development, production and marketing of crude oil and natural gas; refining, transportation, storage and marketing of crude oil and oil products; production and marketing of primary petrochemical products, derivative chemical products and other chemical products; and transportation of natural gas, crude oil and refined products, and marketing of natural gas. 4

7 China National Petroleum Corporation ( CNPC ) is the parent company of PCL and is a Chinese state-owned company. CNPC is an integrated energy corporation with businesses covering petroleum exploration and production, natural gas production and pipeline transportation, refining and marketing of crude oil and oil products, oilfield services, engineering construction, petroleum equipment manufacturing, as well as capital management, finance and insurance services. 6. RATIONALE FOR THE OFFER The Offer is made by the Offeror in compliance with the Offeror s obligations under Rule 14.1 of the Code. The Offeror intends, as the new controlling shareholder of the Company, for the Company to become a platform for the implementation of the Offeror's international strategy and to provide a broader foundation and stable path for development. The Offeror presently has no intention to: (i) introduce any major changes to the business of the Company; (ii) re-deploy the fixed assets of the Company; or (iii) discontinue the employment of the employees of the Company and its subsidiaries, save in the ordinary course of business. However, the directors of the Offeror retain the flexibility at any time to consider any options in relation to the Company and its subsidiaries which may present themselves and which they may regard to be in the interests of the Offeror. 7. COMPULSORY ACQUISITION AND LISTING STATUS 7.1 Compulsory Acquisition Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore (the Companies Act ), if the Offeror receives acceptances pursuant to the Offer for not less than 90% of the Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer), the Offeror will be entitled, and is likely, to exercise its right under Section 215(1) of the Companies Act to compulsorily acquire, at the Offer Price, all the Shares of shareholders who have not accepted the Offer and proceed to delist the Company from the Singapore Exchange Securities Trading Limited (the SGX-ST ). In addition, pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Shares which, together with Shares held by it, its related corporations and their respective nominees, comprise 90% or more of the Shares, shareholders who have not accepted the Offer have a right to require the Offeror to acquire their Shares at the Offer Price. Shareholders who wish to exercise such a right are advised to seek their own independent professional advice. 7.2 Listing Status Under Rule 1105 of the Listing Manual of the SGX-ST (the Listing Manual ), in the event that the Offeror and its concert parties, as a result of the Offer or otherwise, own or control more than 90% of the Shares, the SGX-ST may suspend the listing of the Shares until such time when the SGX-ST is satisfied that at least 10% of the Shares are held by at least 500 shareholders who are members of the public. Under Rule 1303(1) of the Listing Manual, where the Offeror succeeds in garnering acceptances exceeding 90% of the Shares, thus causing the percentage of Shares held in public hands to fall below 10%, the SGX-ST will suspend trading of the Shares at the close of the Offer. 5

8 In addition, under Rule 724 of the Listing Manual, if the percentage of Shares held in public hands falls below 10%, the Company must, as soon as practicable, announce that fact and the SGX-ST may suspend trading of all the Shares. Rule 725 of the Listing Manual states that the SGX-ST may allow the Company a period of three months, or such longer period as the SGX-ST may agree, to raise the percentage of Shares in public hands to at least 10%, failing which the Company may be delisted. It is the present intention of the Offeror to maintain the listing status of the Company on the SGX-ST. However, depending on the circumstances (including in the event the SGX-ST suspends the listing of the Shares pursuant to the rules of the Listing Manual), the Offeror will reassess its position in respect of its shareholding interests in the Company and the listing status of the Company. 8. FINANCIAL EVALUATION The Offer Price represents the following premium over the benchmark prices of the Offer Shares as listed below: Description Benchmark price (S$) (1) Premium over benchmark price (i) Last transacted price as quoted on 19 June 2009 (2), being the Latest Practicable Date (ii) Last transacted price as quoted on 22 May 2009 (3), being the latest practicable date prior to the date of the Pre-Conditional Offer Announcement (iii) Volume-weighted average price ( VWAP ) for the one-week period up to 22 May 2009 (iv) VWAP for the one-month period up to 22 May 2009 (v) VWAP for the three-month period up to 22 May 2009 (vi) VWAP for the six-month period up to 22 May % % % % % % Notes: (1) The figures set out in section 8 of this Announcement are based on data extracted from Bloomberg. (2) 19 June 2009 is the last full trading day on the SGX-ST prior to the date of this Announcement. (3) 22 May 2009 is the last full trading day on the SGX-ST prior to the date of the Pre-Conditional Offer Announcement. 9. DISCLOSURES 9.1 Save as disclosed below, as at the Latest Practicable Date, none of the (i) Offeror and its directors, (ii) shareholders of the Offeror and its directors, and (iii) members of the Deutsche Bank group who are regarded as concert parties of the Offeror (each a Relevant Person ) owns, controls, or has agreed to acquire any: (a) Shares; (b) securities which carry voting rights in the Company; (c) securities which are convertible 6

9 into Shares; or (d) rights to subscribe for, or options in respect of, such Shares or securities: Name Number of Shares Percentage (%) (1) Offeror 234,522, Notes: (1) The percentage set out in section 9.1 of this Announcement is based on the total Shares of the Company as at the Latest Practicable Date. Following the completion of the Acquisition and as at the Latest Practicable Date, the Offeror together with the Relevant Persons, own, control or have agreed to acquire an aggregate of 234,522,797 Shares, representing approximately 45.51% of the total Shares. 9.2 Save as disclosed herein and the interest of the Offeror in 234,522,797 Shares further to the completion of the Acquisition, as at the Latest Practicable Date, none of the (i) Offeror and its directors, and (ii) shareholders of the Offeror and its directors, has dealt for value in any Shares or convertible securities of the Company during the six-month period immediately preceding the Latest Practicable Date. 9.3 As at the Latest Practicable Date, none of the members of the Deutsche Bank group who are regarded as concert parties of the Offeror have dealt in any Shares or convertible securities of the Company for value that is higher than the Offer Price during the sixmonth period immediately preceding the Latest Practicable Date. 9.4 As at the Latest Practicable Date, neither the Offeror nor any of the Relevant Persons has received any irrevocable undertaking from any party to accept or reject the Offer. 10. OVERSEAS JURISDICTIONS This Announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law. The Offer will be made solely by the Offer Document and the form(s) of acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions in which this Announcement is released, published or distributed should inform themselves about and observe such restrictions. Copies of this Announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where the making of or the acceptance of the Offer would violate the law of that jurisdiction ( Restricted Jurisdiction ) and the Offer will not be made to, nor will the Offer be capable of acceptance by, any person within any Restricted Jurisdiction if the offer to and/or acceptance by such person will violate the laws of the Restricted Jurisdiction. Persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. 7

10 The Offer (unless otherwise determined by the Offeror and permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. The ability of the shareholders of the Company who are not resident in Singapore to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in Singapore should inform themselves of, and observe, any applicable requirements. 11. CONFIRMATION OF FINANCIAL RESOURCES Deutsche Bank, as the financial adviser to the Offeror in relation to the Offer, confirms that sufficient financial resources are available to the Offeror to satisfy in full all acceptances in respect of the Offer. 12. RESPONSIBILITY STATEMENT The directors of the Offeror (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources (including without limitation, in relation to the Company), the sole responsibility of the directors of the Offeror has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. Issued by Deutsche Bank AG, Singapore Branch For and on behalf of PETROCHINA INTERNATIONAL (SINGAPORE) PTE. LTD. 21 June

11 Any inquiries relating to this Announcement or the Offer should be directed to the following: Ms. Xiuping Zhang Managing Director Head of Mergers and Acquisitions, China Telephone: Mobile: Fax: Mr. Mayooran Elalingam Director Head of Corporate Finance Execution, South East Asia Telephone: Mobile: Fax: Forward-Looking Statements All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as seek, expect, anticipate, estimate, believe, intend, project, plan, strategy, forecast and similar expressions or future or conditional verbs such as will, would, should, could, may and might. These statements reflect the Offeror's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and neither the Offeror nor Deutsche Bank undertakes any obligation to update publicly or revise any forward-looking statements. 9