PROTASCO BHD
KLSE (MYR): PRTASCO (5070)
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CS Tan
4.9 / 5.0
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.