Kencana Sapcres Merger

General Announcement

Reference No MB-110711-44114

Submitting Merchant Bank	:	AMINVESTMENT BANK BERHAD
Company Name	:	KENCANA PETROLEUM BERHAD
Stock Name	:	KENCANA
Date Announced	:	11/07/2011

Type	:	Announcement
Subject	:	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	:	KENCANA PETROLEUM BERHAD (“KENCANA PETROLEUM” OR “COMPANY”) PROPOSED MERGER OF BUSINESSES OF THE KENCANA PETROLEUM GROUP AND SAPURACREST PETROLEUM BERHAD (“SAPURACREST”) GROUP THROUGH AN OFFER TO ACQUIRE THE ENTIRE BUSINESS AND UNDERTAKINGS, INCLUDING ALL ASSETS AND LIABILITIES OF KENCANA PETROLEUM (“OFFER”)
Attachments	:	Kencana-Offer.pdf
Announcement Details/Table Section : This announcement is dated 11 July 2011. On behalf of the Board of Directors of Kencana Petroleum (“Board”), AmInvestment Bank Berhad wishes to announce that the Company has on the same date received a letter from Integral Key Sdn Bhd (“IKSB”), which sets out IKSB’s offer to acquire the entire business and undertakings of Kencana Petroleum as carried on by the Company, including the assets and liabilities as at the completion date for a total consideration of RM5,979,564,078, equivalent to RM3.00 per ordinary share of RM0.10 each in the issued and paid-up share capital of the Company (“Kencana Petroleum Shares”) multiplied by the assumed enlarged Kencana Petroleum Shares of 1,993,188,026 (“Merger Consideration”). The Merger Consideration shall be satisfied by the issuance of 2,505,437,349 new ordinary shares of RM1.00 each in IKSB (“IKSB Shares”), at an issue price of RM2.00 per new IKSB Share and a cash payment of RM968,689,380. This translates into approximately cash payment of RM0.486 and RM2.514 of IKSB Shares per Kencana Petroleum Share. IKSB is simultaneously making an offer to acquire the entire business and undertakings of SapuraCrest as carried on by SapuraCrest including all the assets and liabilities as at the completion date. The Offer is to propose and facilitate a merger of the businesses within the Kencana Petroleum group of companies and the SapuraCrest group of companies. The Offer shall remain open for acceptance until 5.00 p.m. on 15 August 2011 after which it shall lapse unless IKSB agrees in writing to extend the period for which the Offer shall continue to be valid. Further details of the Offer are set out in the letter dated 11 July 2011 in relation to the Offer, which is attached in this announcement. The Board will deliberate and an announcement will be made once the Board has made a decision on the Offer. The Board has appointed AmInvestment Bank Berhad and Credit Suisse as the Adviser and financial adviser, respectively for the Offer. General Announcement Reference No SP-110711-52966 Amended Announcement (Please refer to the ealier announcement reference number: SP-110711-47812) Company Name : SAPURACREST PETROLEUM BERHAD Stock Name : SAPCRES Date Announced : 11/07/2011 Type : Announcement Subject : TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS Description : SAPURACREST PETROLEUM BERHAD (“SAPURACREST” OR “COMPANY”) OFFER TO ACQUIRE THE ENTIRE BUSINESS AND UNDERTAKINGS, INCLUDING ALL ASSETS AND LIABILITIES OF SAPURACREST, TO MERGE THE BUSINESSES OF THE SAPURACREST GROUP AND THE KENCANA PETROLEUM BERHAD GROUP (“OFFER”) Attachments : SapuraCrest - Offer Letter.pdf Announcement Details/Table Section : The Board of Directors of SapuraCrest (“Board”) wishes to announce that it has today received a letter from Integral Key Sdn Bhd (“IKSB”), which sets out IKSB’s offer to acquire the entire business and undertakings of SapuraCrest including all its assets and liabilities as at the completion date for a total consideration of RM5,872,923,260, equivalent to RM4.60 per ordinary share of RM0.20 each in the issued and paid-up share capital of the Company (“SapuraCrest Shares”) multiplied by 1,276,722,448 SapuraCrest Shares issued as at 8 July 2011 (“Merger Consideration”). The Merger Consideration shall be satisfied by the issuance of 2,498,928,847 new ordinary shares of RM1.00 each in IKSB (“IKSB Shares”) at an issue price of RM2.00 per new IKSB Share and a cash payment of RM875,065,566. This translates into cash payment of approximately RM0.685 and RM3.915 of IKSB Shares per SapuraCrest Share. IKSB is simultaneously making an offer to acquire the entire business and undertakings of Kencana Petroleum Berhad (“Kencana”) including all its assets and liabilities as at the completion date. The Offer is to propose and facilitate a merger of the businesses within the SapuraCrest group of companies and the Kencana group of companies. The Offer shall remain open for acceptance until 5.00 p.m. on 15 August 2011 after which it shall lapse unless IKSB agrees in writing to extend the period for which the Offer shall continue to be valid. Further details of the Offer are set out in the letter dated 11 July 2011 in relation to the Offer, which is attached in this announcement. The Board will appoint the relevant advisers in due course and deliberate on the terms of the Offer. An announcement in relation to the Offer will be made once the Board has made a decision on the Offer. This announcement is dated 11 July 2011.