1. INTRODUCTION
The Board of Directors of SESB is pleased to announce that Ophir Production Sdn Bhd (“OPSB”), being a joint venture company in which SESB has, through it’s wholly-owned subsidiary, Scomi D & P Sdn Bhd (“SDP”), a 30% interest, has on 11 June 2014 signed a seven (7) year Small Field Risk Service Contract (“SFRSC”) with Petroliam Nasional Berhad (“PETRONAS”) to develop and produce petroleum from the Ophir field, offshore Malaysia.
OPSB shall be responsible to implement the approved Field Development Plan (“FDP”) with planned development activities which includes amongst others, the drilling of wells, the installation of a production platform and export and storage of oil via a floating storage facility. The development phase is estimated to cost USD 135 million and First Oil is expected to be produced in 18 months.
The shareholders of OPSB are Octanex (50%), SDP (30%) and Vestigo (20%). The shareholders of OPSB had entered into a Shareholders Agreement on 25 March 2014 for the purposes of carrying out the obligations of the SFRSC and to regulate their respective rights and participation in OPSB.
This SFRSC marks a new milestone and a new beginning in the SESB’s service offerings in the upstream segment, strengthening SESB’s position in the value chain of the oil, gas and petrochemical industry.
2. DETAILS OF THE SFRSC
2.1 SALIENT TERMS OF THE SFRSC
Scope of Work
The scope of work of the SFRSC involves the OPSB to carry out the development and production of petroleum from the Ophir field.
The SFRSC Period
The project will commence immediately upon execution of the SFRSC and will have a term of 7 years.
2.2 SOURCES OF FUNDING
SESB will fund its portion of its equity interest in OPSB in relation to the SFRSC from its internally generated funds, bank borrowings and/or proceeds from equity/debt fund raising exercise. The breakdown of the funding is pending finalisation.
2.3 LIABILITIES TO BE ASSUMED
No liabilities, including contingent liabilities will be assumed by SESB, arising from the SFRSC, save for the provision of a parental guarantee and a bank guarantee.
3. FINANCIAL EFFECTS
At present, the effect on the share capital and gearing will be determined upon the finalisation of the sources of funding, as SESB is in discussion with financial institutions on potential equity/debt fund raising exercise. However, the Board is mindful to maintain a healthy gearing level.
The SFRSC is not expected to have any effects on substantial shareholders’ shareholding of SESB.
The SFRSC is not expected to have any material effects on the earnings and net assets of SESB for the current financial year ending 31 March 2015. However, it is expected to contribute positively to the future earnings of SESB group.
4. RISKS
Risk factors affecting the SFRSC include but are not limited to execution risks such as availability of skilled manpower, technical expertise and materials, changes in prices of materials, and changes in political, economic and regulatory conditions. The shareholders of OPSB will contribute their respective upstream capabilities and experience to the SFRSC. Nevertheless, SESB will undertake all the necessary efforts to mitigate the various risk factors identified.
5. SHAREHOLDERS’ APPROVAL
The SFRSC does not require approvals from the relevant authorities and shareholders of SESB.
6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
In so far as the directors of SESB are able to ascertain, none of the directors of SESB, major shareholders of SESB and/or persons connected with them have any interest, whether direct or indirect, in the SFRSC.
7. DIRECTORS’ STATEMENT
This announcement is dated 11 June 2014.
The Board of Directors of SESB after considering the various aspects of the SFRSC is of the opinion that the SFRSC is fair and reasonable to SESB and also in the best interest of SESB.