Unless otherwise stated, the exchange rates for the purpose of this Announcement is assumed to be USD1.00 : RM3.10 and IDR1,000 : RM

Transcription

1 ( PB OR THE COMPANY ) OF 95,000,000 ORDINARY SHARES OF IDR 1,000 EACH IN PT ANGLO SLAVIC INDONESIA ( PT ASI ) ( PT ASI SHARE(S) ), REPRESENTING 76% EQUITY INTEREST IN PT ASI FROM PT ANGLO SLAVIC UTAMA ( PT ASU OR VENDOR ) ( ) This Announcement is dated 28 December INTRODUCTION On behalf of the Board of Directors of PB ( Board ), AmInvestment Bank Berhad ( AmInvestment Bank ) is pleased to announce that PB, had on 28 December 2012 entered into a sale and purchase agreement ( SPA ) with PT ASU to acquire 95,000,000 PT ASI Shares ( Sale Shares ), representing 76% equity interest in PT ASI ( Proposed Acquisition ). Unless otherwise stated, the exchange rates for the purpose of this Announcement is assumed to be USD1.00 : RM3.10 and IDR1,000 : RM DETAILS OF THE 2.1 Background Information on PT ASI PT ASI was incorporated in Indonesia on 6 September 2012 as a private limited company. PT ASI is an investment holding company whose principal activities are investing in oil and gas assets. The authorised share capital of PT ASI as at 26 December 2012 is IDR 500,000,000,000 divided into 500,000,000 PT ASI Shares. The issued and paid-up share capital of PT ASI as at 26 December 2012 is IDR125,000,000,000 comprising 125,000,000 PT ASI Shares. Edward Farolan is the sole director of PT ASI. representing 0.01% equity interest in PT ASI. He holds 12,500 PT ASI Shares As at 26 December 2012, the Vendor holds 99.99% equity interest in PT ASI. PT ASI holds 49% equity interest in PT Firman Andalan Sakti ( PT FAS ), a private limited company incorporated in Indonesia on 29 July The principal activity of PT FAS is investment holding. PT FAS currently holds 70% equity interest in PT Hase Bumou Aceh ( PT Haseba ), a private limited company incorporated in Indonesia on 28 July Additionally, on 1 November 2012, PT ASI entered into a sale and purchase agreement to acquire an additional 46% equity interest in PT FAS. PT ASI, PT FAS and PT Haseba shall collectively be referred to as the PT ASI Group.

2 Page 2 of 15 The corporate structure of the PT ASI Group is as detailed below:- PT ASI (Incorporated in Indonesia) PT FAS (Incorporated in Indonesia) PT Haseba (Incorporated in Indonesia) 49% + 70% additional 46% equity interest pursuant to sale and purchase agreement dated 1 November 2012 KST Field PT FAS is a privately owned and professionally run oil and gas exploration and development company that is currently expanding its business to include compressed natural gas distribution. PT FAS is in possession of proven oil and gas reserves through PT Haseba. PT Haseba had on 14 December 2004 entered into a 10-year production management partnership agreement ( PMP Agreement ) with PT Pertamina (PERSERO) ( Pertamina ), a state-owned company, wherein PT Haseba has been granted rights by Pertamina to develop and produce oil and gas in the Kuala Simpang Timur Field ( KST Field ) in the Nanggroe Aceh Darussalam Province, Indonesia ( Asset Injection ). The PMP Agreement was then novated by an agreement dated 3 February 2012 by Pertamina to PT Pertamina EP, and was amended by a supplemental agreement dated 22 February 2012 made between PT Pertamina EP and PT Haseba. The Board understands that PT Haseba has been in negotiation with PT Pertamina EP for an extension to the PMP Agreement to operate the KST Field. As a condition to the SPA, due diligence exercise is being conducted on the PT ASI Group ( Due Diligence ). The Company has also commissioned an independent professional expert to undertake a comprehensive review and valuation, on the KST Field as part of the Due Diligence. Apart from PT ASI s direct interest in PT FAS and its indirect interest in PT Haseba, PT ASI does not have investments in any other businesses. A summary of PT Haseba s financial statements for three (3) financial years ended ( FYE ) 31 December 2009, 31 December 2010 and 31 December 2011 is set out in Table 1 of this announcement. The commentaries on the past financial performances will be made available upon completion of the Due Diligence.

3 Page 3 of Background Information on the KST Field The KST Field was founded in 1972 and operated by PT Pertamina Doh Nad Sumbangut until Thereafter, in 2004, Pertamina awarded PT Haseba a 10-year PMP Agreement for KST Field. KST Field is located in Aceh Tamiang Regency of Nanggroe Aceh Darussalam Province in Indonesia. The KST Field, with its existing 30 wells is part of a bigger Rantau Block, which has a total number of 600 production wells. The oil and gas extraction rates, oil and gas reserves as well as the return rates will only be available upon completion of the Due Diligence. Accordingly, the abovementioned information will be announced in due course. 2.3 Background Information on the Vendor The Vendor is a private limited company incorporated in Indonesia and is principally engaged in investment holding. The authorised share capital of the Vendor as at 26 December 2012 is IDR 500,000,000,000 divided into 5,000,000,000 ordinary shares of IDR100 each. The issued and paid-up share capital of the Vendor as at 26 December 2012 is IDR125,000,000,000 comprising 1,250,000,000 ordinary shares of IDR100 each. The directors and substantial shareholders of the Vendor, together with their shareholdings as at 26 December 2012 are as follows:-. Name Nationality/ Country of Incorporation Direct No. of shares % Indirect No. of shares % Director Tjoe Yudhis Gathrie Indonesian 1 ^ - - Substantial Shareholder Anglo Slavic Petrogas Ltd Note: ^ less than 0.01% British Virgin Islands 1,249,999,

4 Page 4 of Salient Terms of the SPA The salient terms of the SPA include, inter-alia, the following: Encumbrances The Vendor agrees to sell and PB has agreed to purchase the Sale Shares free from all charges, pledges, liens and other encumbrances of whatsoever nature now or hereafter and attaching thereto including but not limited to all bonus and rights issues dividends and distributions declared paid or made in respect thereof on and after the date of the SPA at the Purchase Consideration (as defined herein) and upon the terms and conditions of the SPA Purchase Consideration (i) The purchase consideration for the Sale Shares, representing 76% equity interest in PT ASI is USD55,000,000 (equivalent to approximately RM170,500,000) ("Purchase Consideration"). (ii) PB shall appoint an independent professional valuer/party to assess the fair value of the effective interest to be acquired in the PT ASI Group which includes the Asset Injection ( Valuation Report ). Should the Valuation Report opines that the value is between USD50,000,000 and USD60,000,000, then, the parties agree that the Purchase Consideration shall be the value stated in the Valuation Report. If the Valuation Report returns a value below USD50,000,000 or more than USD60,000,000, then, the parties shall re-negotiate the Purchase Consideration, to be mutually agreed within 60 days from the date PB shall have received the Valuation Report, failing which either party may rescind the SPA by delivering notice to the other party and thereafter neither party shall be liable to the other save for antecedent breaches. (iii) The Vendor and PB agree that for the purpose of payment of the Balance Purchase Consideration (as defined herein), the parties agree that the exchange rate between Ringgit Malaysia against United States Dollars shall be at the prevailing mean exchange rate (middle rate) published by Bank Negara Malaysia at the close of business on the Completion Date. The final Purchase Consideration will be announced upon completion of the Due Diligence.

5 Page 5 of Settlement of the Purchase Consideration The Purchase Consideration shall be satisfied by way of the following:- (i) (ii) PB shall pay RM50,000,000 in cash ("Deposit') to the Vendor upon signing of the SPA. The balance of the Purchase Consideration ( Balance Purchase Consideration ) shall be satisfied by:- (a) (b) up to 20,000,000 new ordinary shares of PB of RM0.50 each ( PB Share(s) ) to be issued based on the five-day weighted average market price of the PB Share ending on the day before the Completion Date (as defined herein) as the consideration shares to the Vendor ( Consideration Shares ); and the balance in cash. The parties agree that in the event of non-completion, the SPA shall be terminated by PB delivering a notice to the Vendor whereupon it shall become null and void and thereafter, the Vendor shall refund the Deposit to PB within fourteen (14) days from the date the Vendor receives the notice of termination from PB, failing which, the Vendor shall, in addition to the refund of the Deposit, be liable to pay to PB interest on the Deposit or the outstanding amount, as the case may be, at the rate of ten per centum (10%) per annum with effect from the fifteenth (15 th ) day of receiving such notice until the date the Deposit and all interest due and payable to PB is fully paid. For information, quoted securities ( Blocked Securities ) amounting to approximately the Deposit has been blocked to secure the Deposit. In the event of non-completion, the Blocked Securities may at the option of PB be sold and the proceeds from the sale of the Blocked Securities shall thereafter be remitted to PB Condition Precedent The SPA is conditional upon the following being obtained/ completed within six (6) months ( Condition Period ) from the date of the SPA: (i) With regard to approvals, consents, resolutions and mandates:- (a) (b) (c) save for the payment of the Deposit, the PB s shareholders at a general meeting approving the transactions contemplated by the SPA and the Asset Injection; Bursa Malaysia Securities Berhad ( Bursa Securities ) and/or any other relevant authorities for the Asset Injection (if applicable), by PB; Bursa Securities for the listing and quotation of the Consideration Shares, by PB;

6 Page 6 of 15 (d) (e) (f) (g) (h) (i) All relevant authorities in Indonesia in relation to the SPA including but not limited to the Asset Injection, the transfer of the Sale Shares to PB and compliance with all relevant laws and presidential decrees of Indonesia (if applicable) in respect of PB s effective holding of shares in and control of the PT ASI Group, by the Vendor; All financiers, contracting parties and any other relevant party of the PT ASI Group, where applicable, by the Vendor; Consent of Pertamina to the change of effective shareholding of PT Haseba, if required; The Board of Directors and/or the Board of Commissioners and respective members or shareholders (where required) of the Vendor and the PT ASI Group in respect of the execution of the SPA, the effective holding of share equity in the PT ASI Group and all matters contemplated by the SPA, by the Vendor; PT ASI Group shall, where required, amend their constitutive documents to permit PB s effective holding of share equity in these respective companies; and Bank Negara Malaysia ( BNM ), for the acquisition of the Sale Shares and effectively the acquisition of the PT ASI Group which is considered a foreign acquisition and/or remittances of monies outside Malaysia, where required. Items (a) to (i) shall collectively be referred to as the Approvals ; (ii) (iii) (iv) (v) the completion of the PT ASI s acquisition of the additional 46% share equity in PT FAS; at PB's own cost, PB shall have conducted legal, financial and operational due diligence enquiries into the PT ASI Group and the PMP Agreement subject to investigation into the financial, legal, contractual and trading position of the PT ASI Group being completed within 90 days from the date of the SPA and the terms in respect thereto; at PB s own cost, PB shall have obtained a satisfactory legal opinion from a lawyer competent to practise and/or advise on the laws of Indonesia that the terms of the SPA and the effects contemplated by the SPA are lawful under the laws of Indonesia including the validity of all approvals as may be necessary to be obtained by PB in Indonesia in respect of the SPA; and The trading of the shares of PB are not for whatsoever reason suspended by Bursa Securities prior to receipt of all the Approvals. Upon fulfillment of all the conditions precedent described above, the SPA shall become unconditional ( Unconditional Date ) and completion of the SPA shall not be later than 14 days after the Unconditional Date ( Completion Date ).

7 Page 7 of Profit Guarantee The Vendor further provides and guarantees to PB that the PT ASI Group shall achieve a consolidated profit before taxation amounting to USD50,000,000 ( Total Sum ) for four (4) consecutive financial years and subject to relevant terms in respect thereto. The Profit Guarantee shall be secured by the Vendor depositing all the Consideration Shares with a stakeholder ( Stakeholder ). In this regard, the Consideration Shares will be deposited into an escrow securities account to be held in the name of the Stakeholder subject to the following circumstances:- (i) (ii) Should the profit to be achieved by PT ASI Group ( Profit Target ) not met for a particular financial year, the Stakeholder shall not release the Consideration Shares held in the escrow securities account corresponding to the percentage of the sum of profit achieved over the total sum of the Profit Guarantee ( Consideration Shares Entitlement ) for that particular financial year to the Vendor; Should Profit Target be achieved for the next financial year, the Stakeholder is authorized to release the Consideration Shares Entitlement for that particular financial year. If the Profit Target is not achieved for the previous year but is achieved in the current financial year with surplus, the Stakeholder is authorized to release the Consideration Shares Entitlement for the current financial year. However, the Consideration Shares Entitlement for the previous financial year shall not be issued until the surplus profit for the current financial year is sufficient to satisfy the amount of profit guarantee level for the previous financial year or the surplus profit is over and above the shortfall in profit guarantee level for the previous financial year. The parties also agree that for as long as the Consideration Shares are held by the Stakeholder in the escrow securities account ( Remaining Consideration Shares ) ( Period ), the Vendor shall be prohibited from dealing with the Remaining Consideration Shares and exercising its voting rights pursuant to the Remaining Consideration Shares. During the Period, the Vendor is entitled to dividends and any other forms of distributions from or due to the Remaining Consideration Shares but any such distributions shall be deposited into the escrow securities account or monies account until the Total Sum is achieved. If the Total Sum have not been met on a cumulative basis for the four (4) years of the Profit Guarantee period, the Vendor shall only be entitled for Consideration Shares equivalent to the sum of profits achieved during the Profit Guarantee period on a percentage basis and shall account for all excess shares and authorised the Stakeholder to sell the excess shares at a price based on the 5- day weighted average market price ending 31 December 2016 in the open market and remit the proceeds to PB as paid-up capital subject to the maximum number of Consideration Shares issued. If the value of the returned excess shares together with the cumulative profits combined still fall short of the Total Sum, PB shall be entitled to claim against the Vendor for the deficit sum as debt deemed accrued due and payable.

8 Page 8 of Basis and Justification Basis and justification of arriving at the Purchase Consideration The Purchase Consideration of USD55,000,000 (equivalent to approximately RM170,500,000) was arrived at on a willing-buyer willing-seller basis after taking into consideration the following:- (i) (ii) The USD50,000,000 profit guarantee provided by the Vendor subject to the terms as set out in Section above; and The earnings potential and future prospects of the PT ASI Group. The Purchase Consideration will only be determined after taking into consideration the outcome of the Valuation Report in accordance with the terms of the SPA as set out in Section 2.4.2(ii) above. In any event, the value ascribed in the Valuation Report shall form the basis for the Purchase Consideration Basis and justification of arriving at the issue price of the Consideration Shares The issue price for each Consideration Share will be the five (5)-day volume weighted average market price of PB Shares up to and including the day before the Completion Date. The Board is of the opinion that the settlement of Consideration Shares and cash are the most appropriate means to satisfy the purchase consideration to avoid any significant impact on the cash flow and gearing of the Company should the purchase consideration be settled entirely in cash or bank borrowings. 2.6 Details of the Consideration Shares The Consideration Shares shall, upon allotment and issue, rank pari passu in all respects with the then existing PB Shares. However, they will not be entitled to participate in any dividends, rights allotments and/or any other distributions that may be declared, where the entitlement date of which is on or prior to the allotment date of the new PB Shares. An application will be made to Bursa Securities for the listing of and quotation for the Consideration Shares. 2.7 Source of Funding The Proposed Acquisition is proposed to be financed by a combination of borrowings and/or internally-generated funds as well as new equity issuance. As at the date of this Announcement, the proportion between the above-mentioned sources of funding to finance the Proposed Acquisition has not been determined. 2.8 Liabilities to be Assumed There are no liabilities, including contingent liabilities and guarantees, to be assumed by PB pursuant to the Proposed Acquisition.

9 Page 9 of Estimated Additional Financial Commitment The estimated additional financial commitment required to put the business of PT ASI Group on-stream pursuant to the Proposed Acquisition will only be available upon completion of the Due Diligence. Accordingly, the aforementioned estimated additional financial commitment will be announced in due course. Notwithstanding, the additional financial commitment shall be funded via a combination of borrowings and/or internally-generated funds as well as new equity issuance at either PB and/or PT ASI Group level Policies on Indonesia s Foreign Investments and Repatriation of Profits The Board understands that there is no restriction in Indonesia on the acquisition of shares of PT ASI by foreign interests and that the Proposed Acquisition do not require any approvals from the relevant authorities as well as the shareholders of the Vendor. In addition, the Board also understands that currently, Indonesia does not impose foreign exchange controls. There is no imposition of withholding tax on dividends paid to non- Indonesia tax resident shareholders. There are no restrictions or prohibitions that would in the ordinary circumstance prevent the repatriation of profits by PT ASI to any foreign investors. There are also no restrictions as to the time frame in which any profits are to be repatriated. Confirmation from the relevant expert(s) will be obtained to confirm on the above prior to the despatch of the Circular to shareholders. 3. RATIONALE FOR THE The Proposed Acquisition would enable PB to venture into the oil and gas industry through the PT ASI Group. Thereafter, the shareholders of PB will have an opportunity to participate in the future performance of the PT ASI Group and the resultant enlarged and diversified earnings base of PB Group. The Proposed Acquisition is expected to contribute positively to the future earnings of the PB Group, thereby improving shareholders value over the medium term. Over the long term, the Board believes that the PB Group s move into the oil and gas industry should be able to provide the PB Group with a stable income stream. The issuance of Consideration Shares to partially satisfy the Purchase Consideration will enable the PB Group to reduce bank borrowings and/or cash outlay required for the Proposed Acquisition.

10 Page 10 of PROSPECTS FOR THE OIL AND GAS INDUSTRY The first quarter of this year witnessed a significant increase in the value of the OPEC Reference Basket. The upward push was driven by a number of factors, including supply disruptions in the North Sea and some countries in West and East Africa, supply fears due to geopolitical tensions, and increasing speculative activities in the crude futures markets. By the end of the quarter, the Basket s value had reached over $120/b. In the second quarter, prices fell below $100/b, as ample supply and concerns about the gloomy economic outlook, particularly in the Euro-zone, outweighed any lingering supply fears, leading to a speculative sell off. However, in the third quarter, the Basket bounced back to around the $110/b level, where it currently remains. The forecast for global oil demand in 2012 has seen ongoing downward revisions to currently stand at 0.8 mb/d. Unlike in the previous year, the downward revisions in oil demand growth were not confined to the OECD, but also came from China and India. In contrast, Japan s shut down of almost all its nuclear power plants led the country to rely more heavily on other types of energy. Japanese oil use in power plants increased from 7.5% of the total energy consumption in the previous year to 19.7%. Similarly, India s oil demand was boosted by the massive electricity shutdown and summertime flooding. World oil demand growth in 2013 is expected to remain at 0.8 mb/d. However, weakness in the global economy is causing a great deal of uncertainty for the forecast for world oil demand, which has a downward risk, especially in the first half of the year. A large amount of this risk can be attributed not only to the OECD but also to China and India. The forecast for non-opec supply growth in 2012 also experienced downward revisions to stand at 0.5 mb/d. Since the start of the year, non-opec supply has suffered various setbacks due to technical, geological, weather and geopolitical factors. North America is leading the supply growth in 2012, while OECD Western Europe, Africa, and the Middle East are driving the decline. In 2013, non-opec production is expected to increase by 0.9 mb/d, supported by growth from North America, Africa, Eurasia, and Latin America, while OECD Western Europe is likely to see a continued decline. OPEC natural gas liquids and non-conventional oils are expected to increase by 0.4 mb/d and 0.2 mb/d in 2012 and Based on these projections, the growth in total non-opec supply including OPEC natural gas liquids and non-conventional oils of around 1.1 mb/d is expected to outpace the increase in world oil demand growth in This would result in demand for OPEC crude averaging 29.7 mb/d in 2013, or around 0.4 mb/d less than the level estimated for the current year. Despite the considerable uncertainties affecting supply and demand in the market, and without underestimating the potential impact of non-fundamental factors, the improving economic outlook for the coming year should help support oil market stability. (Source: Monthly Oil Market Report, Organisation of the Petroleum Exporting Countries, December 2012) Premised on the above, the Board notes that the growth in the oil and gas industry may be uncertain. Notwithstanding, the Board believes the overall prospects for the oil and gas industry are expected to be stable given the improving economic conditions.

11 Page 11 of RISK FACTORS IN RELATION TO THE The PT ASI Group is engaged in oil and gas concessions as well as oil and gas development. In this respect, the Proposed Acquisition represents a diversification from the core business activities of PB in road construction, rehabilitation and maintenance, engineering services and consultancy as well as higher education. The Proposed Acquisition would thus expose the Company to the political and regulatory risks in Indonesia and the inherent risks associated with the oil and gas industry which include amongst others, fluctuations in demand for and prices of oil and gas, natural disasters and extreme weather conditions as well as shortage of experienced managerial and supervisory personnel. In particular, the PMP Agreement in relation to the KST Field is for a period 10 years from There can be no assurance that PT Haseba will be able to procure the extension to operate the KST Field. Although the Company would take appropriate steps to mitigate these risks, there is no assurance that any changes to these factors considered would not have an adverse impact on PB. Nevertheless, the Board has and will continue to exercise due care in considering the risks and benefits of the Proposed Acquisition. In addition, the SPA is conditional upon the Due Diligence and the Purchase Consideration will only be determined after taking into consideration the outcome of the Valuation Report. 6. FINANCIAL EFFECTS OF THE 6.1 Share Capital The Proposed Acquisition will result in an increase in the issue and paid-up share capital of PB. The financial effects of the Proposed Acquisition on the share capital are tabulated below:- Par value No. of PB Shares Total (RM) (000) (RM 000) Existing as at 26 December , ,000 Treasury Shares 0.50 (3,336) (1,668) Resultant issued and paid up share capital Add: Issuance of Consideration Shares pursuant to the Proposed Acquisition , , ,000 10,000 Total , ,332

12 Page 12 of Substantial shareholders shareholding The proforma effects of the Proposed Acquisition on substantial shareholders shareholdings are tabulated below:- Existing as at 26 December 2012 After Proposed Acquisition Direct Indirect Direct Indirect No. of No. of No. of No. of Shares % (a) Shares % (a) Shares % (a) Shares % (a) Dato Chong Ket Pen 45,190, , (b) 45,190, , (b) Yap Onn Neo 38,520, ,520, Lembaga Tabung Haji 29,844, ,844, Kingdom Seekers Ventures Sdn Bhd 19,166, ,166, Bradwardine Ltd ,166, (c) ,166, (c) Tey Por Yee 49,933, ,166, (d) 49,933, ,166, (d) PT ASU ,000, Notes:- (a) Excluding treasury shares of 3,335,800 as at 26 December 2012 (b) (c) (d) Deemed interested under Section 6A of the Companies Act, 1965 ( Act ) by virtue of his wife and sons shareholdings Deemed interested under Section 6A of the Act held via Kingdom Seekers Ventures Sdn Bhd Deemed interested under Section 6A of the Act held via Bradwardine Ltd As indicated from the illustration above, shareholding by substantial shareholders will be diluted after the Proposed Acquisition.

13 Page 13 of Net Assets ( NA ) and Gearing Based on the audited consolidated balance sheet of PB and its subsidiaries ( PB Group ) for the FYE 31 December 2011, the proforma effects of the Proposed Acquisition on the consolidated NA and gearing of the PB Group are as follows:- I II III Audited as at 31 December 2011 Subsequent Event (a) After II and Proposed Acquisition RM 000 RM 000 RM 000 Share Capital 150, , ,000 Share Premium 43,531 43,531 53,131 Other Reserves (3,388) (3,389) (3,389) Retained Earnings 168, , ,169 (b) Shareholders Funds/ Net Assets 358, , ,911 Borrowings (RM 000) 40,470 40, ,470 (c) Net Assets per PB Share (RM) (d) Gearing (times) Notes- (a) (b) (c) (d) Subsequent event is in relation to a share buy back exercise undertaken by the Company of 1,000 PB Shares at RM0.925 per PB Share on 30 August 2012 Assuming Consideration Shares are issued based on the five (5)-days volume weighted average market price up to 26 December 2012 of RM0.98 each and estimated expenses in relation to the Proposed Acquisition of RM2.0 million Assuming the Purchase Consideration is funded by RM70.0 million bank borrowings Excluding 3,335,800 treasury shares 6.4 Earnings and Earnings Per PB Share ( EPS ) The Proposed Acquisition is not expected to have a material effect on the earnings and EPS of the PB Group for the financial year ending 31 December 2012 as the Proposed Acquisition is only expected to be completed in the second (2 nd ) quarter of the financial year ending 31 December Barring unforeseen circumstances, the Proposed Acquisition is expected to contribute positively to the future earnings of the PB Group. 6.5 Convertible securities As at 26 December 2012, the Company does not have any convertible securities.

14 Page 14 of APPROVALS REQUIRED The following approvals are required in relation to the Proposed Acquisition:- (i) (ii) (iii) (iv) (v) (vi) shareholders of the Company at an extraordinary general meeting to be convened for the Proposed Acquisition; Bursa Securities for the listing of and quotation of the Consideration Shares on the Main Market of Bursa Securities; BNM on the Proposed Acquisition, which is considered a foreign acquisition and/ or remittance of monies outside Malaysia, where required; and all relevant authorities in Indonesia in relation to the SPA; Pertamina to the change of effective shareholding of PT Haseba, if required; any other relevant authority (if required). The Proposed Acquisition is not conditional upon any other proposals. 8. APPLICATIONS TO THE RELEVANT AUTHORITIES Barring any unforeseen circumstances, applications to the relevant authorities in respect of the Proposed Acquisition are expected to be submitted within three (3) months from the date of this Announcement. 9. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors and/or major shareholders of the Company and persons connected to them are interested in the Proposed Acquisition as the Directors and/or major shareholders and persons connected to them do not have any direct or indirect interest in the PT ASI Group. 10. DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company. 11. ADVISER AmInvestment Bank has been appointed as Adviser to the Company for the Proposed Acquisition. 12. ESTIMATED TIMEFRAME FOR THE COMPLETION OF THE Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed in the second (2 nd ) quarter of the year 2013.

15 Page 15 of HIGHEST PERCENTAGE RATIOS APPLICABLE The highest percentage ratio applicable to the Proposed Acquisition as per Paragraph 10.02(g) Chapter 10 of the Main Market Listing Requirements is the Purchase Consideration of the Proposed Acquisition over the market capitalisation of PB Group as at 26 December 2012 which amounts to 58.05%. 14. DOCUMENTS FOR INSPECTION The SPA will be made available for inspection at the Registered Office of the Company at 802, 8 th Floor, Block C, Kelana Square, 17, Jalan SS7/26, Petaling Jaya, Selangor, Malaysia from Mondays to Fridays (except public holidays) from the date of this announcement to the date of the extraordinary general meeting of the Company in relation to the Proposed Acquisition.

16 Table 1 The table below sets out a summary of PT Haseba s financial statements for three (3) FYE 31 December 2009, 31 December 2010 and 31 December FYE 31 December Unaudited Unaudited Unaudited RM RM RM Revenue 270,404 12,500 - Profit/loss before tax 94,955 (111,414) (125,612) Profit/loss after tax 94,955 (111,414) (125,612) No. of shares in issue 1,000 1,000 1,000 Earnings/(Loss) per share (RM) (111.41) (125.61) Total borrowings Shareholders fund / Net Liabilities ( NL ) (331,428) (442,842) (568,455) NL per share (RM) (331.43) (442.84) (568.45) Gearing (times) - - -