UMW OIL & GAS CORPORATION BERHAD ( UMW-OG OR COMPANY ) (I) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 6,053,600,000 NEW ORDINARY SHARES IN UMW-OG ( RIGHTS SHARES ) AT AN ISSUE PRICE OF RM0.30 PER RIGHTS SHARE ON THE BASIS OF FOURTEEN (14) RIGHTS SHARES FOR EVERY FIVE (5) ORDINARY SHARES IN UMW-OG ( UMW-OG SHARES ) HELD AT AN ENTITLEMENT DATE TO BE DETERMINED LATER TOGETHER WITH UP TO 1,513,400,000 FREE DETACHABLE WARRANTS ( WARRANTS ) ON THE BASIS OF ONE (1) WARRANT FOR EVERY FOUR (4) RIGHTS SHARES SUBSCRIBED ( PROPOSED RIGHTS ISSUE WITH WARRANTS ); (II) PROPOSED ISSUANCE OF UP TO 4,847,539,594 NEW ISLAMIC REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN UMW-OG ( RCPS-i ) AT AN ISSUE PRICE OF RM0.30 PER RCPS-i ( SUBSCRIPTION PRICE ) TOGETHER WITH UP TO 1,211,884,898 FREE WARRANTS ON THE BASIS OF ONE (1) WARRANT FOR EVERY FOUR (4) RCPS-i TO BE SUBSCRIBED BY PERMODALAN NASIONAL BERHAD ( PNB ) ( PROPOSED PNB SUBSCRIPTION ) AND IF APPLICABLE BY AMANAHRAYA TRUSTEES BERHAD ACTING IN ITS CAPACITY AS TRUSTEE FOR AMANAH SAHAM BUMIPUTERA ( ASB ) AND/OR OTHER FUNDS UNDER PNB S MANAGEMENT ( FUNDS ) ( PROPOSED FUNDS SUBSCRIPTION ) (PROPOSED PNB SUBSCRIPTION AND PROPOSED FUNDS SUBSCRIPTION COLLECTIVELY REFERRED TO AS PROPOSED SUBSCRIPTION ); (III) (IV) PROPOSED EXEMPTION FOR PNB AND PERSONS ACTING IN CONCERT WITH IT ( PACs ) FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR ALL THE REMAINING UMW-OG SHARES AND WARRANTS NOT ALREADY OWNED BY THEM ( MANDATORY OFFER ) PURSUANT TO PARAGRAPHS 4.08(1)(B) AND 4.08(1)(C) OF RULE 4, PART B OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS ( RULES ) ( PROPOSED EXEMPTION ); AND PROPOSED AMENDMENT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF UMW-OG S CONSTITUTION ( PROPOSED AMENDMENT ) (COLLECTIVELY TO BE REFERRED TO AS PROPOSALS ) 1. INTRODUCTION On 4 May 2017, on behalf of the Board of Directors of the Company ( Board ), Maybank Investment Bank Berhad ( Maybank IB ) announced that UMW-OG intends to undertake the following: Proposed Rights Issue With Warrants; Proposed PNB Subscription; and Proposed Amendment, and in conjunction with the Proposed Rights Issue With Warrants, it was also announced that PNB and its PACs intend to seek an exemption from the Securities Commission Malaysia under Paragraph 4.08(1)(b) of Rule 4, Part B of the Rules from the obligation to undertake the Mandatory Offer. Further to that announcement, on behalf of the Board, Maybank IB wishes to announce that PNB had on 9 June 2017 issued and UMW-OG had on even date accepted a letter ( Undertakings and Subscription Letter ), details of which are set out in Section 2 of this Announcement. 1
2. SALIENT TERMS OF THE UNDERTAKINGS AND SUBSCRIPTION LETTER 2.1 Undertakings The Undertakings and Subscription Letter provides, amongst others, the irrevocable undertaking from PNB: to subscribe in full for its entitlement under the Proposed Rights Issue With Warrants ( Entitlement ); to apply for all the remaining Rights Shares not taken up or not validly taken up by the other entitled shareholders of UMW-OG and/or their renouncee(s) ( Excess Rights Shares ) by way of excess Rights Shares applications; and (items and to be collectively referred to as Rights Issue Undertakings ) in the event PNB is unable to subscribe for all of its Entitlement and/or apply for all the remaining Excess Rights Shares as a result of the collective shareholding of PNB, ASB and the Funds in UMW-OG ( Collective Shareholding ) exceeding sixty five per centum (65%) upon completion of the Proposed Rights Issue With Warrants ( Collective Shareholding Threshold ), PNB shall additionally subscribe for up to 4,847,539,594 new RCPS-i together with up to 1,211,884,898 free Warrants at the Subscription Price ( Proposed PNB Subscription ) so as to ensure that UMW-OG shall be able to raise the intended gross proceeds of One Billion Eight Hundred Sixteen Million and Eighty Thousand (RM1,816,080,000) ( Intended Gross Proceeds ) as contemplated from the Proposed Rights Issue With Warrants. (items, and to be collectively referred to as Undertakings ). 2.2 Conditions of the Undertakings The Undertakings are subject to the following: (iv) in respect of the Rights Issue Undertakings, the Collective Shareholding not exceeding the Collective Shareholding Threshold; the receipt of the Proposed Exemption in relation to the subscription of the Rights Shares, exercise of the Warrants during the tenure of the Warrants and/or conversion of the RCPS-i during the tenure of the RCPS-i by PNB and/or its PACs; the approval of UMW-OG s shareholders being obtained for the Proposals; and the approval of Bursa Malaysia Securities Berhad ( Bursa Securities ) for the admission of the Warrants to the Official List of Bursa Securities and the listing and quotation for the Rights Shares, Warrants and new UMW-OG Shares to be issued arising from the exercise of the Warrants and/or conversion of the RCPS-i on the Main Market of Bursa Securities. 2.3 Expiry of the Undertakings Notwithstanding all the above, the Rights Issue Undertakings shall expire upon the occurrence of the following events, whichever is earlier: (a) 5.00 p.m. on 31 December 2017; or 2
(b) the date of the announcement of the level of subscription in relation to the Proposed Rights Issue With Warrants on the official website of Bursa Malaysia Berhad. 3. DETAILS OF THE PROPOSED SUBSCRIPTION The Proposed Subscription entails the following:- 3.1 Proposed PNB Subscription The Proposed PNB Subscription entails the issuance by the Company and subscription by PNB of up to 4,847,539,594 RCPS-i together with up to 1,211,884,898 Warrants at the Subscription Price in cash. The Warrants shall be issued on the basis of one (1) Warrant for every four (4) RCPS-i subscribed. The Proposed PNB Subscription will only be undertaken if the Company is unable to raise the Intended Gross Proceeds entirely from the Proposed Rights Issue With Warrants, and if applicable, the Proposed Funds Subscription. The Proposed PNB Subscription is subject to the terms and conditions of the Undertakings and Subscription Letter. 3.2 Proposed Funds Subscription The RCPS-i to be issued of up to 4,847,539,594 RCPS-i will also be offered to ASB and the Funds to ensure that ASB and the Funds can participate in full in UMW-OG s recapitalisation exercise without being restricted by the Collective Shareholding Threshold. The Proposed Funds Subscription shall be offered in the event the Company determines that the Collective Shareholding Threshold may be breached as a result of the subscription by PNB, ASB and/or the Funds for their respective entitlements of Rights Shares and/or Excess Rights Shares. The RCPS-i to be offered to ASB and/or the Funds shall be equivalent to the aggregate number of Rights Shares not subscribed by ASB and/or the Funds (based on ASB and/or the Funds respective entitlements and/or applications of the Excess Rights Shares) as a consequence to the Collective Shareholding Threshold. The actual number of the RCPS-i to be offered to ASB and/or the Funds cannot be determined at this juncture as it is dependent upon the actual number of Rights Shares and Excess Rights Shares subscribed and applied for by ASB and/or the Funds, the actual number of Rights Shares and Excess Rights Shares subscribed and applied for by the other Entitled Shareholders, and the basis of allocation of Excess Rights Shares to be determined by the Board. Assuming: none of the other Entitled Shareholders subscribes for their respective entitlements under the Proposed Rights Issue With Warrants; and ASB and/or the Funds apply in full for their respective entitlements and apply for all Excess Rights Shares, ASB and/or the Funds may subscribe for up to 1,206,060,604 Rights Shares before reaching the Collective Shareholding Threshold, pursuant to which ASB and/or the Funds 3
may be offered up to 4,847,539,594 RCPS-i and 1,211,884,898 Warrants under the Proposed Funds Subscription. 4. DETAILS OF THE PROPOSED EXEMPTION Pursuant to the Undertakings and Subscription Letter, PNB and its PACs will also be seeking an exemption under Paragraph 4.08(1)(c) of Rule 4, Part B of the Rules. Accordingly, the Proposed Exemption entails seeking an exemption for the following: subscription for any Rights Shares (including Excess Rights Shares) by PNB and/or its PACs; exercise of any Warrants held by PNB and/or its PACs pursuant to the Proposed Rights Issue With Warrants and/or the Proposed Subscription; and conversion of any RCPS-i held by PNB and/or its PACs pursuant to the Proposed Subscription, which may result in the following: (a) (b) an increase in the shareholding of PNB and/or its PACs to above 33% of the issued share capital of UMW-OG; and an increase in the shareholding of PNB and/or its PACs collectively and/or individually by more than 2% of the issued share capital of UMW-OG in any period of six (6) months pursuant to subscription for any Rights Shares, the conversion of the RCPS-i and/or exercise of the Warrants into new UMW-OG Shares during the tenure of the RCPS-i or Warrants. Mercury Securities Sdn Bhd has been appointed by UMW-OG pursuant to the Rules to act as the independent adviser to the non-interested Directors and non-interested shareholders of UMW-OG for the Proposed Exemption. 5. LISTING APPLICATION On behalf of the Board, Maybank IB wishes to further announce that the application in relation to: admission of the 1,513,400,000 new Warrants to the Official List of Bursa Securities pursuant to the Proposed Rights Issue With Warrants and the Proposed Subscription (if applicable); listing and quotation for the 1,513,400,000 new Warrants to be issued pursuant to the Proposed Rights Issue With Warrants and the Proposed Subscription (if applicable) on the Main Market of Bursa Securities; and listing and quotation for up to 7,567,000,000 new UMW-OG Shares to be issued pursuant to the Proposed Rights Issue With Warrants, conversion of the RCPS-i (if applicable), and exercise of the Warrants on the Main Market of Bursa Securities, has been submitted to Bursa Securities today. 6. DOCUMENT AVAILABLE FOR INSPECTION 4
The Undertakings and Subscription Letter is available for inspection at the registered office of the Company at Level 18, Block 3A, Plaza Sentral, Jalan Stesen Sentral 5, 50470 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement. This Announcement is dated 9 June 2017. 5