[SAPNRG]: SAPURA ENERGY BERHAD

05-Apr-2013

EGM

23-Apr-2013 10:00

16-Apr-2013

Multi-Purpose Hall, Ground Floor, Sapura@Mines, No. 7 Jalan Tasik, The Mines Resort City, 43300 Seri Kembangan, Selangor Darul Ehsan

SAPURAKENCANA PETROLEUM BERHAD (FORMERLY KNOWN AS SAPURA-KENCANA PETROLEUM BERHAD) (“SKPB” OR “COMPANY”) (I) PROPOSED COMBINATION AND INTEGRATION OF THE RESPECTIVE TENDER RIG BUSINESSES OF SAPURAKENCANA PETROLEUM BERHAD (“SKPB”) AND SEADRILL LIMITED BY WAY OF THE ACQUISITION BY SAPURAKENCANA DRILLING PTE LTD (“PURCHASER”), A WHOLLY-OWNED SUBSIDIARY OF SKPB, OF: (A) THE ENTIRE ISSUED SHARE CAPITAL OF SEADRILL TENDER RIG LTD FOR A PRICE TO BE DETERMINED BASED ON THE DEBT FREE/CASH FREE PRICE OR ENTERPRISE VALUE OF UNITED STATES DOLLAR (“USD”) 2,900.0 MILLION WHICH SHALL BE SATISFIED VIA A COMBINATION OF CASH, ISSUANCE OF NEW ORDINARY SHARES OF RM1.00 EACH IN SKPB (“SKPB SHARES”) AND DEFERRED CASH PAYMENT; AND (B) 94% OF THE ISSUED SHARE CAPITAL OF PT NORDRILL INDONESIA FOR USD2.28 MILLION WHICH SHALL BE SATISFIED IN CASH; AND (COLLECTIVELY REFERRED TO AS “PROPOSED TRANSACTION”) (II) PROPOSED PLACEMENT OF 587.0 MILLION NEW SKPB SHARES AT AN ISSUE PRICE OF RM2.80 PER SKPB SHARE ("PROPOSED PLACEMENT")
Notice of EGM.pdf

SAPURAKENCANA PETROLEUM BERHAD (“SKPB” OR “COMPANY”)

(I) PROPOSED COMBINATION AND INTEGRATION OF THE RESPECTIVE TENDER RIG BUSINESSES OF SKPB AND SEADRILL LIMITED BY WAY OF THE ACQUISITION BY SAPURAKENCANA DRILLING PTE LTD, A WHOLLY-OWNED SUBSIDIARY OF SKPB, OF:

(A) THE ENTIRE ISSUED SHARE CAPITAL OF SEADRILL TENDER RIG LTD FOR A PRICE TO BE DETERMINED BASED ON THE DEBT FREE/CASH FREE PRICE OR ENTERPRISE VALUE OF UNITED STATES DOLLAR (“USD”) 2,900.0 MILLION WHICH SHALL BE SATISFIED VIA A COMBINATION OF CASH, ISSUANCE OF NEW ORDINARY SHARES OF RM1.00 EACH IN SKPB (“SKPB SHARES”) AND DEFERRED CASH PAYMENT; AND

(B) 94% OF THE ISSUED SHARE CAPITAL OF PT NORDRILL INDONESIA FOR USD2.28 MILLION WHICH SHALL BE SATISFIED IN CASH; AND

(II) PROPOSED PLACEMENT OF 587.0 MILLION NEW SKPB SHARES AT AN ISSUE PRICE OF RM2.80 PER SKPB SHARE

(COLLECTIVELY REFERRED TO AS "PROPOSALS")

(Unless otherwise stated, all definitions and terms used in this announcement shall have the same meaning as defined in the circular dated 8 April 2013 to the shareholders of SKPB.)

On behalf of the Board, CIMB Investment Bank Berhad and Maybank Investment Bank Berhad are pleased to announce that all resolutions as set out in the Notice of EGM dated 8 April 2013 in relation to the Proposals have been duly passed by the shareholders of SKPB at the EGM held today.

This announcement is dated 23 April 2013.

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