We refer to your Company's announcement dated 30 January 2014 in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-
1. Basis and justification for Protasco to acquire 63% equity interests under the Restated SPA as opposed to 76% equity interests under the Original SPA entered into on 28 December 2012. 2. Based on the Original SPA dated 28 December 2012, the acquisition of 76% in PT ASI for USD55 million valued PT ASI at USD72 million. However, based on the Restated SPA, the acquisition of 63% in PT ASI for USD22 million valued PT ASI at USD35 million. In this aspect, please provide a detailed explaination for the decline in valuation of PT ASI from USD72 million to USD35 million. 3. Basis and justification for Protasco to enter into the Restated SPA as it is noted that Due Diligence is still ongoing pursuant to announcement dated 16 January 2014. 4. Rationale for preparing the 5 months FPE 30 May 2013 results. 5. To provide detailed commentary on the LAT incurred for 2012 and 2013. 6. To provide breakdown and composition of the Net Assets ("NA"). 7. It is noted that the NA as at 31 May 2013 is RM31,396,878 (approximately USD9 million) and the value of PT ASI is about USD35 million. In this regard, please disclose the basis and justification (including bases and assumptions used) in arriving at the valuation of USD35 million. 8. Basis and justification to adopt Discounted Cash Flow ("DCF") method as opposed to other methodology. 9. Detailed information on PT FAS and PT Haseba including but not limited to principal activity, date of incorporation and commencement date of business, name of directors and substantial shareholders together with their equity interest in the Company and three (3) years historical financial information. 10. Detailed information on KST Field, including but not limited to the following information:
a. total size of the concession area and exact location of the production/exploration operation; b. details of the concession/ license in respect of the production/ exploration operation, including but not limited to: i. nature of the concession/ license; ii. duration and exclusivity/ non-exclusivity of the concession/ license; iii. salient terms and conditions of the concession/ license; iv. Company's rights, interest and obligations under the concession/ license; and v. the date when the concession/ license was obtained and the name of the relevant authority that granted the concession/ license; c. total financing required for the production/exploration operation and its source of fund and to quantify the expenditure incurred to date; d. total reserves available together with the extraction rates and returns that is expected to be derived from the production/exploration activity; e. whether Protasco has appointed any expert to undertake geophysical/ feasibility study on the production/exploration operation. If yes, please state name of the expert, appointment date as well as the summary of geophysical/ feasibility report. Please state also the time and place where such geophysical/ feasibility study report is available for inspection; f. details of the development activities including but not limited to, the expected commencement date of the production/exploration operation; and g. the expected production output for the next three (3) years, the annual compounded growth rate together with the bases and assumption. 11. The risks in relation to the production/exploration operation which could materially affect Protasco and what are the mitigating factors to minimise such risks. 12. Outlook of the oil and gas industry and to provide a description of your Company's future plans in light of the industry outlook. 13. It is noted that the full amount of purchase consideration of USD22 million was paid upon execution of the Restated SPA. In this regard, please provide rationale for your Company to agree to the term of payment as the norm of payment is to be made upon completion of the transaction or conditions precedents became unconditional. 14. Detailed information of PT Inovisi Infracom TBK, including but not limited to the following: a. date and place of incorporation; b. commencement date of business; c. name of directors and substantial shareholders together with their interests; d. principal activity and three (3) years historical financial information; and e. nature of shareholders' relationship with the Vendor and/or PT ASI. 15. To specify in full details 'all other outstanding issues raised by due diligence lawyers, consultants and technicians'. 16. Current extraction of oil and gas and whether, in the opinion of Board of Directors of Protasco, the target production of 7.2 million barrels of oil and 44.2 billion cubic feet of gas is achievable. 17. Basis in arriving at 66.5% interest in PT Haseba.
18. Source of fund for the Protasco Advance and whether the remaining shareholders of PT ASI will also make any advancement on a proportionate basis. If none, please provide the basis thereof. 19. A statement by Protasco on whether the Profit Guarantee of USD22 million is realistic, upon taking into consideration the historical performance and future prospects of PT ASI. 20. A statement to confirm whether the Proposed Acquisition signify diversification in operation to Protasco Group pursuant to paragraph 10.13 of Main Market Listing Requirements and the basis thereof.
21. A statement on whether the directors and/or major shareholders and/or person connected with a director or major shareholder have any interest, direct or indirect, in the acquisition and the nature and extent of their interests or an appropriate negative statement.
Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.
Yours faithfully
KHOO KAY KWAN Vice President, Issuers Listing Division Regulation
Protasco's Puzzling Purchase (2) - M.A. Wind Sunday, 2 February 2014
I wrote before about Protasco's proposed deal to buy into an Indonesian oil & gas company, a rather strange deal since Protasco has no relevant industry experience in this field.
The company just announced that it has entered in an amended Sales and Purchase Agreement, 13 months after the initial announcement. Was the first announcement made during the Christmas holiday, this time it was made on the evening of the CNY family reunion diner. Interesting timing indeed.
The deal in short (all PT companies are Indonesian based): Anglo Slavic Petrogas, a BVI based company, owns 100% of PT ASU PT ASU owns 100% of PT ASI PT ASI owns 95% of PT FAS, an oil & gas exploration company PT FAS owns 70% of PT Haseba PT Haseba has the rights to KST Field Protasco wants to buy a big chunk of PT ASI shares from PT ASU.
The old deal (28 December 2012): Protasco buys 76% of PT ASI for USD 55M, with a USD 55M profit guarantee (spread out over 4 years). This deal values PT ASI at USD 72M.
The new deal (29 January 2014): Protasco buys 63% of PT ASI for USD 22M, with a USD 22M profit guarantee (spread out over 4 years). The deal values PT ASI at USD 35M.
It seems that the value of PT ASI suddenly has halved while the profit guarantee is down a whopping 60%! No reason is given for the much lower profit guarantee, puzzling.
PT ASI's net assets are only USD 9M. The valuation (about 4 times net assets) is done by KPMG based on the DCF (Discounted Cash Flow) model.
I think this tool is completely unsuitable (I wrote before about this) to calculate the valuation for a junior oil & gas company, due to the enormous uncertainties, for instance: The prices of oil and gas, fluctuating a lot Exchange price between different currencies Cost of exploration, often projects are more expensive and take longer than planned The exact amount of reserves available and the economic viability to extract them The possibilities of disasters, either caused by men (oil spills etc.) or by nature (the field is near an earthquake prone area) Possible changes in the conditions of the concession or in the tax rate (happen quite often, especially if profit is good and the government changes) High corruption and low corporate governance standards and enforcement in Indonesia (for instance compared to Malaysia)
There is still no approval to extend the partnership agreement that expires on December 2014 for another 10 years. The extension is however a condition for the deal to go through.
There still is hardly any transparency at all, for instance: Who is behind the BVI based seller Anglo Slavic Petrogas? What are the expected extraction rates and what are the oil & gas reserves of the KST Field? Why was the exploration of KST Field stopped in the past? In 2011 revenue of PT Haseba was zero Is there any middlemen, is any commission paid for this deal? Who owns the other 30% of PT Haseba? What did PT ASI pay to own 95% of PT FAS? Protasco will make an advance of another USD 5 Million to be used for exploration, how much are the other companies (PT ASU, the other shareholders of PT Haseba) contributing?
Bad news is that the amount of money to be invested and loaned represents 24% of Protasco's net assets, and since this is less than 25% the company doesn't need shareholders approval nor does it need to appoint an adviser. Is it by chance that the percentage is just below the threshold?
An anonymous person pointed at the possible role that Adrian Ooi Kock Aun plays in the deal, he was appointed to the board of Protasco just before the deal was announced December 2012. He is the CFO of PT Inovisi Infracom Tbk, an Indonesian listed company that also invests in oil & gas. The guarantees that are given out are based on a large block of shares of PT Inovisi Infracom Tbk. Surely Adrian Ooi must be aware of the identity of this large shareholder who is most likely the person/company behind Anglo Slavic Petrogas, the seller. Should this information not be made public?
Prtasco already replied ( refer to attachment ) base on today announcement. With calculated risk, it may not be a bad choice for Prtasco to venture to O & G.
-since when did road maintenance suddenly give you o & g expertise? this is not packaging, plantation, logistics or property. o & g is a whole different ball-game.
-why is the indo co. so keen to sell if the well's are so flush with oil?
too many questions for now. at least they are still paying a divvy.
With purchase price of USD22mil with the guarantee total return of USD22mil from PT ASI PBT ( get back the basic capital without interest), it may be a good exploration for Prtasco. Let see how the share perform within these few months (of course the big players can play around the market to have lower entrance for this counter).
The 5mil advance by Protasco is for the activation of the wells? Does it mean that there will be some news on this development soon? I look at the announcement, I think they are still selling the Treasury shares, as Felda did not announce any selling, am I right? Thx investeye, Hulk, arv, mk, and those I miss the names here
I agreed with you Firebird,substantial share holding movement must be declared. Treasury shares must be bought by different group of investors which all <5% shares held.
skyhigh, just an unconfirm opinion that they are still selling Treasury shares. The sell q is most of the time high. Wonder if they are selling in order to have funds to launch their projects. Nothing wrong with that, just the share price unable to move up.
Actually they sold off all of their treasury shares already, no more left to be sold. No information on how they gonna allocate those funds. I only can comment that the share price won't move untill the entitlement date for private placement is announced.
ok, lets wait and see, till then. For now, we observe this. Possible suddenly there might be reversed, instead of consistent big sell q, become hugh buy q haha, thx sky
The Company is in a Closed Period pending the announcement of its results for the fourth quarter ended 31 December 2013.
This is to notify that the Company has received notification from the following director of Protasco Berhad (“PB” or “the Company”) that he intends to deal in the securities of PB during the current closed period pending the announcement by the Company of its results for the fourth quarter ended 31 December 2013:-
As mentioned earlier ..(big players can play around the market to have lower entrance for this counter). I expectd 1st stage is RM1.50.. at least RM1.60 whithin this year!
Share: KUALA LUMPUR: RHB Research is maintaining its Buy recommendation, forecasts and fair value of RM1.80, as it expects Protasco’s coming FY13 results to meet its forecast.
It said on Tuesday Protasco is a good small-cap proxy to public infrastructure spending, particularly road maintenance and public housing.
“We also like Protasco for its RM10bil De Centrum integrated development in Bangi, Selangor. Dividend yield is attractive too at about 7%,” it said.
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This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
Soo Wai Leng
81 posts
Posted by Soo Wai Leng > 2014-02-11 16:29 | Report Abuse
We refer to your Company's announcement dated 30 January 2014 in respect of the
aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following
additional information for public release:-
1. Basis and justification for Protasco to acquire 63% equity interests under
the Restated SPA as opposed to 76% equity interests under the Original SPA
entered into on 28 December 2012.
2. Based on the Original SPA dated 28 December 2012, the acquisition of 76% in
PT ASI for USD55 million valued PT ASI at USD72 million. However, based on the
Restated SPA, the acquisition of 63% in PT ASI for USD22 million valued PT ASI
at USD35 million. In this aspect, please provide a detailed explaination for
the decline in valuation of PT ASI from USD72 million to USD35 million.
3. Basis and justification for Protasco to enter into the Restated SPA as it is
noted that Due Diligence is still ongoing pursuant to announcement dated 16
January 2014.
4. Rationale for preparing the 5 months FPE 30 May 2013 results.
5. To provide detailed commentary on the LAT incurred for 2012 and 2013.
6. To provide breakdown and composition of the Net Assets ("NA").
7. It is noted that the NA as at 31 May 2013 is RM31,396,878 (approximately
USD9 million) and the value of PT ASI is about USD35 million. In this regard,
please disclose the basis and justification (including bases and assumptions
used) in arriving at the valuation of USD35 million.
8. Basis and justification to adopt Discounted Cash Flow ("DCF") method as
opposed to other methodology.
9. Detailed information on PT FAS and PT Haseba including but not limited to
principal activity, date of incorporation and commencement date of business,
name of directors and substantial shareholders together with their equity
interest in the Company and three (3) years historical financial information.
10. Detailed information on KST Field, including but not limited to the
following information:
a. total size of the concession area and exact location of the
production/exploration operation;
b. details of the concession/ license in respect of the production/
exploration operation, including but not limited to:
i. nature of the concession/ license;
ii. duration and exclusivity/ non-exclusivity of the concession/
license;
iii. salient terms and conditions of the concession/ license;
iv. Company's rights, interest and obligations under the concession/
license; and
v. the date when the concession/ license was obtained and the name of
the relevant authority that granted the concession/ license;
c. total financing required for the production/exploration operation and its
source of fund and to quantify the expenditure incurred to date;
d. total reserves available together with the extraction rates and returns
that is expected to be derived from the production/exploration activity;
e. whether Protasco has appointed any expert to undertake geophysical/
feasibility study on the production/exploration operation. If yes, please state
name of the expert, appointment date as well as the summary of geophysical/
feasibility report. Please state also the time and place where such
geophysical/ feasibility study report is available for inspection;
f. details of the development activities including but not limited to, the
expected commencement date of the production/exploration operation; and
g. the expected production output for the next three (3) years, the annual
compounded growth rate together with the bases and assumption.
11. The risks in relation to the production/exploration operation which could
materially affect Protasco and what are the mitigating factors to minimise such
risks.
12. Outlook of the oil and gas industry and to provide a description of your
Company's future plans in light of the industry outlook.
13. It is noted that the full amount of purchase consideration of USD22 million
was paid upon execution of the Restated SPA. In this regard, please provide
rationale for your Company to agree to the term of payment as the norm of
payment is to be made upon completion of the transaction or conditions
precedents became unconditional.
14. Detailed information of PT Inovisi Infracom TBK, including but not limited
to the following:
a. date and place of incorporation;
b. commencement date of business;
c. name of directors and substantial shareholders together with their
interests;
d. principal activity and three (3) years historical financial information;
and
e. nature of shareholders' relationship with the Vendor and/or PT ASI.
15. To specify in full details 'all other outstanding issues raised by due
diligence lawyers, consultants and technicians'.
16. Current extraction of oil and gas and whether, in the opinion of Board of
Directors of Protasco, the target production of 7.2 million barrels of oil and
44.2 billion cubic feet of gas is achievable.
17. Basis in arriving at 66.5% interest in PT Haseba.