After the announcement that EOC has secured a Letter Of Award (“LOA”) from Hess Exploration and Production Malaysia B.V. (“Hess E&P Malaysia”) via its Malaysian agent Larizz Petroleum Services Sdn Bhd (“Larizz”), for the charter of the FPSO Lewek Arunothai (the “FPSO”) for a three year period with an extension option for up to three years (the “Hess Contract”), EOC Limited (“EOC” or the “Company”) has today entered into a share sale and purchase agreement (the “SPA”) with Perisai Petroleum Teknologi BHD (“Perisai”) for the sale of 51% of the equity interest in the entities owning and operating the FPSO and the purchase of 50% of the equity interest in SJR Marine (L) LTD (the “Transaction”).
The FPSO is currently held 100% by Lewek Emerald Shipping Pte. Ltd (“Lewek Emerald”), a wholly-owned subsidiary of EOC. In connection with the Transaction, the FPSO will be transferred to a recently incorporated company wholly-owned by EOC, Emas Victoria (L) BHD (“EVLB”), after which the issued and paid-up share capital of EVLB will be increased to USD 175,000,000. EVLB will be the owner of the FPSO and Victoria Production Services SDN BHD (“VPSSB”), another wholly-owned subsidiary of EOC, will be the company operating the FPSO. EOC is disposing of 51% of its equity interest in each of EVLB and VPSSB to Perisai (the “EOC Sale Shares”).
The principal activity of SJR Marine (L) LTD (“SJR Marine”) is the leasing of vessels, barges and equipment on bareboat basis. SJR Marine is the owner of a derrick lay barge, the Enterprise 3. The principal market for SJR Marine is Malaysia. At present, the Enterprise 3 is chartered on a bareboat basis to TL Offshore Sdn Bhd, a subsidiary of SapuraKencana Petroleum Berhad. This bareboat charter is for a continuous charter period of 4½ years commencing from November 2008. The Enterprise 3 has been deployed for use in offshore Malaysian waters. The Enterprise 3, which is the first Malaysian flagged offshore construction and pipelay vessel, has the capability of undertaking offshore construction work in the development of offshore oil and gas fields.
The purchase consideration for the EOC Sale Shares is the aggregate of: (a) USD 89,250,000 for 51% of the equity interest in EVLB; and (b) Ringgit Malaysia (RM) 51 for 51% of the equity interest in VPSSB. The purchase consideration for 50% of the equity interest in SJR Marine (the “Perisai Sale Shares”) is USD 37,000,000.
Pursuant to the terms of the SPA, the purchase price for the EOC Sale Shares shall be partially satisfied by way of RM 51 in cash and issuance of 144,661,250 new ordinary shares in Perisai to EOC or its nominees (the “Consideration Shares”). The balance of USD 37,000,000 shall be set off against the purchase price of the Perisai Sale Shares.
In the event that the Hess Contract is terminated or the FPSO has suffered a total loss or a constructive total loss, as the case may be, at any time prior to the completion date of the Perisai Sale Shares, Perisai is entitled to terminate the SPA with 14 days’ notice, and:
(a) Perisai will not be required to complete the sale of the Perisai Sale Shares;
(b) EOC will be obliged to pay to Perisai RM 159,127,375 in cash, being the value of the Consideration Shares allotted to EOC on the completion date of the EOCL Sale Shares; and
(c) if the EOCL Sale Shares have been transferred to Perisai, Perisai will transfer the EOCL Sale Shares back to EOCL.
The SPA further provides for an adjustment of the purchase price of the Perisai Sale Shares, where the net asset value of SJR Marine shall be calculated on the completion date of the Perisai Sale Shares (the “Completion NAV”). In the event that 50% of the Completion NAV is higher than the purchase price of the Perisai Sale Shares, the difference shall be paid to Perisai in cash by EOC, and in the event that 50% of the Completion NAV is lower than the purchase price of the Perisai Sale Shares, the difference shall be paid to EOCL in cash by Perisai. Any material changes in the purchase price of the Perisai Sale Shares will be announced by the Company.
[mappress] Press Release, November 30, 2012