Perisai petroleum teknologi bhd "pptb" - Investor Relations

 
 
PERISAI PETROLEUM TEKNOLOGI BHD (“PPTB” OR THE “COMPANY”)

(I)     PROPOSED SHARE CAPITAL REDUCTION AND CONSOLIDATION;
(II)    PROPOSED FUND RAISING EXERCISE;
(III)   PROPOSED DEBT SETTLEMENT;
(IV)    PROPOSED SHARE ISSUANCE;
(V)     PROPOSED RCULS ISSUE;
(VI)    PROPOSED ICULS ISSUE; AND
(VII)   PROPOSED LIQUIDATION OF SUBSIDIARIES

(COLLECTIVELY REFERRED TO AS THE “PROPOSED REGULARISATION PLAN”)

In this announcement, unless otherwise stated, all amounts quoted in US Dollars (“USD“) and
Singapore Dollars (“SGD”) have been translated into RM based on the exchange rate of USD1.00 :
RM4.294 and SGD1.00 : RM3.1188 respectively, representing the middle exchange rates at 5.00 p.m.
on 30 June 2017 as quoted by Bank Negara Malaysia (“BNM”).

1.       INTRODUCTION

         On 2 October 2016, the Board of Directors of PPTB (“Board”) announced that the Company
         has triggered the prescribed criteria under Paragraph 2.1 of Practice Note 17 (“PN17”) of the
         Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”)
         (“MMLR”) following an event of default in payment of the principal and interest of SGD125
         million multi-currency medium term notes (“Notes”) due to the bearers of the Notes
         (“Noteholders”) by its wholly-owned subsidiary, Perisai Capital (L) Inc (“Perisai Capital”), and
         the Company being unable to provide a solvency declaration to Bursa Securities (“First
         Announcement”). Pursuant thereof, PPTB has been classified as an affected listed issuer
         under PN17.

         In accordance with Paragraph 5.4 of PN17 of the MMLR, the Company must then regularise its
         condition by undertaking a regularisation plan and must ensure that the regularisation plan:

         a.      is sufficiently comprehensive and capable of resolving all problems, financial or
                 otherwise that had caused the Company to trigger the prescribed criteria pursuant to
                 PN17;

         b.      enables the Company to regularise its financial condition such that the Company no
                 longer triggers any of the prescribed criteria pursuant to PN17; and

         c.      is fair and reasonable to the Company and its shareholders and will increase its
                 shareholders’ value.

         On 3 January 2017, the Board announced that the Company was formulating a proposed
         regularisation plan that will not result in a significant change in the business direction or policy
         of the Company.

         On 24 February 2017, SJ Securities Sdn Bhd (“SJ Securities”), on behalf of the Board,
         announced that it has been appointed as the Principal Adviser to the Company to assist in the
         formulation and submission of a proposed regularisation plan.

         On 11 October 2017, SJ Securities submitted an application to Bursa Securities for an
         extension of time of 4 months until 11 February 2018 for PPTB to submit the proposed
         regularisation plan (“EOT”). Subsequently, Bursa Securities had vide its letter dated 9
         November 2017 granted its approval on the extension of time.

         SJ Securities had on 9 February 2018, submitted an application to Bursa Securities for a further
         extension of time of 4 months until 11 June 2018 for PPTB to submit the proposed regularisation
         plan (“EOT”). Subsequently, Bursa Securities had vide its letter dated 14 March 2018 granted
         its approval on the extension of time.




                                                      1
On behalf of the Board, SJ Securities wishes to make this requisite announcement pursuant to
Paragraph 4.2(a) of PN17 (“Requisite Announcement”), setting out the Company’s intention
to undertake a regularisation plan comprising the following proposals (“Proposed
Regularisation Plan”):

(i)     Proposed share capital reduction and consolidation involving the following:

        a.    proposed reduction of the Company’s share capital from RM770,888,300 to
              RM40,000,000 by cancelling the share capital of the Company that has been lost
              or is unrepresented by available assets to the extent of RM730,657,505 pursuant
              to Section 115(a) and 116 of the Companies Act 2016 (“2016 Act”);

        b.    proposed cancellation of 400,000 treasury shares of RM230,795 in the treasury
              share account of the Company pursuant to Section 127 of the 2016 Act; and

        c.    proposed consolidation of PPTB shares on the basis of 2 shares into 1 new
              ordinary share (“New PPTB Share(s)”);

        (“Proposed Share Capital Reduction and Consolidation”).

(ii)    Proposed fund raising exercise comprising:

        a.     proposed renounceable rights issue of up to 223,390,635 New PPTB Shares
               (“Rights Shares”) at an issue price of RM0.10 per Rights Share on the basis of
               one (1) Rights Share for every 2.9355 existing PPTB shares held by entitled
               shareholders of PPTB on an entitlement date to be determined later
               (“Entitlement Date”) to raise up to approximately RM22.34 million (“Proposed
               Rights Issue”); and

        b.    proposed private placement of up to 85,880,000 New PPTB Shares (“Placement
              Shares”) at an issue price of RM0.10 in the event of undersubscription of the
              Proposed Rights Issue (“Proposed Private Placement”).

        (“Proposed Fund Raising Exercise”).

(iii)   Proposed restructuring of PPTB’s liabilities and the debt obligations of Perisai’s
        Subsidiaries (as defined herein) (“Proposed Debt Settlement”) via the following:

        a.    proposed scheme of arrangement pursuant to Section 366 of the 2016 Act for the
              settlement of PPTB’s unsecured financial institution lenders, and its subsidiaries’
              lenders and the Noteholders to which PPTB has extended a corporate guarantee
              (“CG Lenders”), but excluding amounts due by PPTB to its subsidiaries or
              associate companies (“the Inter-Co Creditors”) (“the Scheme Creditors”) via the
              following:

              aa.     proposed issuance of up to RM64,410,000 in New PPTB Shares at an
                      issue price of RM0.10 per PPTB Share to the Scheme Creditors
                      (“Proposed Share Issuance”);

              bb.     proposed settlements to the Scheme Creditors, which are principal debts
                      owed by Perisai Capital, Garuda Energy (L) Inc (“Garuda Energy”) and
                      Intan Offshore (L) Ltd (“Intan Offshore”), under the Proposed Bilateral
                      Settlements as detailed below; and

              cc.     if there is any balance remaining after the settlement in (aa) and (bb)
                      above, the proposed issuance of up to RM68,777,692 in nominal value of
                      Redeemable Convertible Unsecured Loan Stock in PPTB (“RCULS”) at
                      an issue price of RM0.10 per RCULS;

              (collectively, “the Proposed PPTB Scheme of Arrangement”)


                                            2
b.    Proposed settlement of the financial institution lenders, the Noteholders and
                  unsecured creditors of certain identified subsidiaries (“Proposed Settlement of
                  Subsidiaries’ Creditors”) via bilateral debt settlement agreements between:

                  aa.     PPTB and Perisai Capital, Garuda Energy and Intan Offshore (collectively,
                          “Inter-Co Creditors”) (“Proposed Bilateral Settlements for PPTB Inter-
                          Cos”) involving the proposed issuance of RCULS of up to RM64,410,000
                          in nominal value of RCULS at an issue price of RM0.10 per RCULS and
                          proposed issuance of irredeemable convertible unsecured loan stocks in
                          PPTB (“ICULS”) of RM600,861,888 in nominal value of ICULS at an issue
                          price of RM0.10 per ICULS; and

                  bb.     subsidiaries and joint venture of PPTB, namely, Garuda Energy, Intan
                          Offshore, Perisai Pacific 101 (L) Inc (“Perisai Pacific”) and Emas Victoria
                          (L) Bhd (“EVLB”) (collectively, “Operating Subsidiaries”) and their
                          respective financial institution lenders (“Operating Subsidiaries’
                          Lenders”) involving the settlement of the amounts due to the Operating
                          Subsidiaries’ Lenders via inter alia the set-off of charged assets, set-off
                          against the balances in the debt service reserve account and revenue
                          account, restructuring of debts into term loans (under the terms set out
                          below), and the distribution of RCULS and ICULS received under the
                          Proposed Bilateral Settlements (“Proposed Bilateral Settlement for
                          Operating Subsidiaries’ Lenders”).

                  (collectively, “Proposed Bilateral Settlements”);

     (iv)   Proposed issuance of up to RM133,187,692 in nominal value of RCULS at an issue price
            of RM0.10 per RCULS for the settlement of creditors under the following (“Proposed
            RCULS Issue”):

            a.    RM64,410,000 in nominal value of RCULS pursuant to the proposed settlement to
                  inter-co creditors under the Proposed Bilateral Settlements for PPTB Inter-cos;
                  and

            b.    Up to RM68,777,692 in nominal value of RCULS pursuant to the proposed
                  settlement to PPTB Scheme Creditors under the Proposed PPTB Scheme of
                  Arrangement;

     (v)    Proposed issuance of up to RM600,861,888 in nominal value of ICULS at an issue price
            of RM0.10 per ICULS pursuant to the Proposed Bilateral Settlements for PPTB Inter-Cos
            (“Proposed ICULS Issue”); and

     (vi)   Proposed liquidation of Garuda Energy, Intan Offshore and Perisai Capital upon
            completion of their respective Proposed Bilateral Settlements (“Proposed Liquidation
            of Subsidiaries”).

     (items (i) to (vi) shall collectively be referred to as the “Proposed Regularisation Plan”).

     Further details of each proposal in the Proposed Regularisation Plan are set out in the following
     sections.


2.   DETAILS OF THE PROPOSED REGULARISATION PLAN

     2.1     PROPOSED SHARE CAPITAL REDUCTION AND CONSOLIDATION

             As at 30 April 2018, being the latest practicable date prior to this announcement
             (“LPD”), PPTB has an issued share capital of RM770,888,300 comprising
             1,260,872,078 ordinary shares, including 400,000 treasury shares. PPTB has
             accumulated losses of RM962,830,348 as at 30 June 2017 based on its audited
             accounts as at that date.



                                                3
PPTB proposes to implement a capital reduction exercise, involving the cancellation of
the share capital of the Company that has been lost or is unrepresented by available
assets to the extent of RM730,888,300 pursuant to Sections 115(a) and 116 of the 2016
Act and the proposed cancellation of 400,000 treasury shares of RM230,795 in the
treasury share account of the Company pursuant to Section 127 of the 2016 Act .

Thereafter, the issued and paid-up share capital of PPTB shall be consolidated in such
manner that every two (2) existing PPTB ordinary shares (after cancellation of treasury
shares) shall constitute one (1) New PPTB Share which results in the reduction in the
number of ordinary shares of PPTB to 630,236,039 New PPTB Shares.

The Proposed Capital Reduction will give rise to a credit of RM730,888,300, which will
in turn be utilised to offset the accumulated losses of PPTB.

For illustration purpose, the proforma effects of the Proposed Share Capital Reduction
and Consolidation on the share capital of PPTB and accumulated losses of PPTB at
the company and group levels are as follows:

                                                                  Proforma
                                                                        Unaudited
                          Audited as    Unaudited          Audited as      as at
                              at           as at               at           31
                           30 June     31 December          30 June      December
                            2017           2017              2017          2017
                              RM’000         RM’000            RM’000      RM’000
 Share capital               770,888        770,888             40,000      40,000
 Treasury shares                 (231)         (231)                  -           -


                                Company Level                     Group Level

                                                                           Unaudited
                                            Unaudited      Audited as        as at
                          Audited as at      as at 31          at             31
                            30 June         December        30 June        December
                             2017             2017           2017            2017
                                RM'000         RM'000         RM'000          RM'000
 Accumulated losses           (849,621)       (844,220)      (962,830)       (964,223)
 Add:
   Credit arising from
   the       Proposed
   Capital Reduction            730,888        730,888         730,888        730,888
 Less:
   Cancellation      of
   Treasury Shares                 (231)          (231)           (231)          (231)
 Resultant
 accumulated losses*          (118,964)       (113,563)      (232,173)       (233,566)

* Before taking into account any losses in the subsequent period up to the Lodgment
  Date.

The Proposed Share Capital Reduction and Consolidation will be effected as at the
date of the lodgment of a sealed copy of the order of the High Court of Malaya (“Court”
or “High Court”) confirming the cancellation of share capital with the Companies
Commission of Malaysia (“SSM”) (“Lodgment Date”).

The Proposed Share Capital Reduction and Consolidation will result in an upward
adjustment to the market price of each PPTB Share but will not in itself have any impact
on the total market value of the PPTB Shares held by the Company’s shareholders.




                                   4
2.1.1    Ranking of the New PPTB Shares

               The New PPTB Shares shall upon allotment and issuance, rank pari passu in
               all respects with one another.

      2.1.2    Listing and quotation

               An application will be made to Bursa Securities for the Proposed Share
               Consolidation. The New PPTB Shares shall be listed and quoted on the Main
               Market of Bursa Securities.

      2.1.3    Procedures for the implementation of the Proposed Share Consolidation

               As the New PPTB Shares (after the Proposed Share Consolidation) are
               prescribed securities, the New PPTB Shares will be credited directly into the
               respective central depository system accounts of the entitled shareholders
               whose names appear in the Record of Depositors of the Company on the
               entitlement date to be determined later and no physical share certificate will be
               issued. In addition, the trading of the New PPTB Shares (after the Proposed
               Capital Reduction but before the Proposed Share Consolidation) will not be
               suspended for the purpose of implementing the Proposed Share Consolidation.

               The New PPTB Shares will be listed and quoted on the Main Market of Bursa
               Securities on the next market day after the entitlement date. The notices of
               allotment will be issued and despatched to the entitled shareholders within four
               (4) market days after the date of listing and quotation for the New PPTB Shares.


2.2   PROPOSED FUND RAISING EXERCISE

      After the Proposed Share Capital Reduction and Consolidation, the Company intends
      to raise a minimum of RM8,588,000 and up to RM22,339,064 with the following
      exercises:

      a)      Proposed Rights Issue

              The Proposed Rights Issue entails the issuance of up to 223,390,635 Rights
              Shares at an issue price of RM0.10 to be implemented on a renounceable basis
              of one (1) Rights Share for every 2.9355 New PPTB Shares held on the
              Entitlement Date.

              As at the LPD, the issued share capital of PPTB is RM770,888,300 divided into
              1,260,872,078 ordinary shares including 400,000 treasury shares and shall be
              reduced to RM40,000,000 divided into 630,236,039 ordinary shares after the
              implementation of the Proposed Share Capital Reduction and Consolidation, the
              details of which are set out in Section 2.1.

              The Rights Shares will be offered to the shareholders of PPTB whose names
              appear in the Record of Depositors of the Company as at the close of business
              on the Entitlement Date (“Entitled Shareholders”).

              The Entitled Shareholders can fully or partially renounce their entitlements for
              the Rights Shares. Accordingly, the Entitled Shareholders can subscribe for
              and/or renounce their entitlements to the Proposed Rights Issue in full or in part.




                                           5
Any Rights Shares which are not taken up or validly taken up shall be made
        available for excess Rights Shares applications by the Entitled Shareholders
        and/or their renouncee(s) (if applicable). It is the intention of the Board to allocate
        the excess Rights Shares in a fair and equitable manner on such basis to be
        determined by the Board and announced later by the Company.

        In determining shareholders’ entitlements to the Rights Shares under the
        Proposed Rights Issue, fractional entitlements, if any, will be disregarded and
        dealt with in such manner as the Board in its absolute discretion deems fit,
        expedient and in the best interests of the Company.

b)      Proposed Private Placement

        In the event that less than 85,880,000 Rights Shares are subscribed under the
        Proposed Rights Issue, up to 85,880,000 Placement Shares at an issue price of
        RM0.10 per Placement Share will be offered to be placed out to the following
        parties, so as to ensure that at least RM8,588,000 will be raised under the
        Proposed Fund Raising Exercise:

         Subscribers              Number         of            Subscription Sum
                                  Placement Shares                   RM
         Sage 3 Capital Sdn       42,940,000                      4,294,000
         Bhd
         To be identified         42,940,000                        4,294,000
         Total                    85,880,000                        8,588,000

        If the number of Placement Shares to be placed out is less than 85,880,000, the
        Placement Shares to be offered to each of the above subscribers will be reduced
        proportionately.

For illustration purpose, the minimum and maximum number of Rights Shares and/or
Placement Shares to be issued under the Proposed Rights Issue may be as follows:

 Minimum Scenario:          85,880,000 Rights Shares and/or Placement Shares will be
                            issued, upon implementation of the Proposed Share Capital
                            Reduction and Consolidation, assuming that:
                             none of the outstanding exercisable ESOS Options as at
                                the LPD are exercised prior to the entitlement date; and
                             the Company only achieves the minimum proceeds level
                                of RM8,588,000 under the Proposed Fund Raising
                                Exercise.

 Maximum Scenario:          223,390,635 Rights Shares, upon implementation of the
                            Proposed Share Capital Reduction and Consolidation;
                            assuming that:
                             full exercise of all the outstanding ESOS Options as at the
                                LPD are exercised before the entitlement date; and
                             Proposed Rights Issue are fully subscribed.



2.2.1     Basis of determining and justification for the issue price of the Rights
          Shares and Placement Shares

          The Board has decided to fix the issue price of the Rights Shares and
          Placement Shares at RM0.10 per Rights Share/Placement Share.




                                      6
The issue price of RM0.10 per Share was arrived at after taking into
        consideration, amongst others, the following:

        (i)     the theoretical ex-rights price (“TERP”) of existing PPTB Shares of
                RM0.0908 based on the five (5)-day volume weighted average market
                price (“5-day VWAP”) of existing PPTB Shares up to and including the
                LPD of RM0.0448, after the Proposed Share Consolidation and
                Proposed Rights Issue (based on the Minimum Scenario. The issue
                price of RM0.10 per Rights Share/Placement Share represents a
                premium of approximately 10.1% to the abovementioned TERP;

        (ii)    the prevailing market conditions;

        (iii)   the current and future prospects of the PPTB Group; and

        (iv)    the minimum funding requirements of PPTB as set out in Section 2.2.2.

2.2.2   Minimum Subscription Level for the Proposed Rights Issue

        As stated in Section 2.2 of this Requisite Announcement, PPTB intends to raise
        the minimum proceeds of RM8,588,000 of the Minimum Subscription Level,
        from the Proposed Rights Issue to meet the funding requirements of the PPTB
        Group, which will be channelled towards the proposed utilisation of proceeds
        as set out in Section 3 of this announcement. However, the Proposed Rights
        Issue will not have any underwriting arrangement because the Proposed
        Private Placement is in place to ensure that the Minimum Subscription Level
        will be met.

2.2.3   Ranking of the Rights Shares and Placement Shares

        The Rights Shares and Placement Shares to be issued under the Proposed
        Rights Issue and Proposed Private Placement respectively shall, upon
        allotment and issue, rank pari passu in all respects with each other and the
        then existing PPTB Shares, save and except that they shall not be entitled to
        any dividends, rights, allotments and/or any other forms of distributions that
        may be declared, made or paid to the shareholders of the Company, the
        entitlement date of which is prior to or on the date of allotment of the Rights
        Shares and/or Placement Shares.

2.2.4   Listing of and quotation for the Rights Shares and Placement Shares

        An application will be made to Bursa Securities for the listing of and quotation
        for the Rights Shares and Placement Shares to be issued on the Main Market
        of Bursa Securities on the listing date of the Rights Shares and Placement
        Shares, respectively.




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                                     7
2.3     PROPOSED DEBT SETTLEMENT

                  As at 30 June 2017 (“Cut-off Date”), the aggregate outstanding liabilities to be settled
                  by the PPTB Group under the Proposed Debt Resolution, amounted to approximately
                  USD460.5 million or RM1,977.3 million, excluding the liabilities owing by PPTB to the
                  Inter-Co Creditors of USD146.2 million or RM627.8 million. The details are as set out
                  below:

                                                                                   Debts to be settled under the
                                                      Total Outstanding Debt        Proposed PPTB Scheme of
                                                                                           Arrangement
Creditors                                            (USD'000)       (RM’000)        (USD'000)       (RM’000)


Lenders of PPTB
RHB (L) Limited (“RHB Labuan”)                            10,327.5      44,346.2        10,327.5         44,346.2
Hong Leong Bank Berhad (“Hong Leong”)                        860.0       3,693.0           860.0          3,693.0
Malayan Banking Berhad (“Maybank”)                         2,512.0      10,786.5         2,512.0         10,786.5
AmBank (M) Berhad (“AmBank”)                               1,128.7       4,846.8         1,128.7          4,846.8
OCBC Bank Malaysia Berhad (“OCBC                             589.8       2,532.5           589.8          2,532.5
Malaysia”)(2)
                                                          15,418.0      66,205.0        15,418.0         66,205.0
CG Lenders
OCBC Malaysia                                          22,606.3         97,071.7        22,606.3        97,071.7
DBS Singapore Limited (“DBS Singapore”) (1)            28,171.1        120,966.5        26,431.9       113,498.7
Oversea-Chinese Banking Corporation Limited           154,576.9        663,753.3       154,576.9       663,753.3
(“OCBC Singapore”)/Oversea-Chinese Banking
Corporation Limited, Labuan Branch (“OCBC
Labuan”)
OCBC Singapore (1)                                        73,338.2     314,914.2        37,402.5       160,606.2
RHB Labuan (1)                                            45,270.5     194,391.5        23,088.0        99,139.7
OCBC Al-Amin Bank Berhad (“OCBC Al-Amin”)                 21,551.8      92,543.6        10,991.4        47,197.2
(1)

                                                      345,514.8      1,483,640.8       275,097.0     1,181,266.8
Other Scheme Creditor (Perisai Capital (L) Inc)
Noteholders(3)                                         99,541.5        427,431.3        99,541.5       427,431.3
Total Liabilities to be resolved under the            460,474.3      1,977,277.1      390,056.5      1,674,903.1
Proposed Debt Settlement, excluding Inter-
Co Creditors

Inter-Co Creditors(4) of PPTB:
Intan Offshore                                         34,716.7        149,073.4                -               -
Garuda Energy                                          15,596.3         66,970.4                -               -
Perisai Capital                                        95,896.1        411,777.6                -               -
Total Liabilities owing to Inter-Co Creditors         146,209.1        627,821.4                -               -

Total                                                 606,683.4      2,605,098.5      390,056.5      1,674,903.1

Notes:

1       The debts owing to these lenders to be settled under the Proposed PPTB Scheme of Arrangement are the
        portions guaranteed by PPTB.

2       Including USD0.6 million, or approximately RM2.6 million owed by PPTB to OCBC Malaysia resulting from the
        crystallisation of a derivative liability.

3       The RM equivalent of SGD137.1 million, being the estimated amount owing to the Noteholders as at the Cut-
        off Date.

4       Before taking into account, the sum owed to the Operating Subsidiaries’ Lenders to be settled on behalf of
        Inter-Co Creditors under the Proposed PPTB Scheme of Arrangement.




                                                      8
It is proposed that the above outstanding liabilities be settled as follows:

        (i)    Proposed PPTB Scheme of Arrangement for settling the following Scheme
               Creditors via a scheme of arrangement pursuant to Section 366 of the 2016 Act:

               a.    PPTB’s unsecured financial institution lenders; and
               b.    CG Lenders, including the Noteholders; and

        (ii)   Proposed Bilateral Settlements for settling the Noteholders and the financial
               institution lenders and unsecured creditors of certain identified subsidiaries, via
               bilateral debt settlement agreements as follows:

               a.    Proposed Bilateral Settlements for PPTB Inter-Cos
               b.    Proposed Bilateral Settlements for Operating Subsidiaries’ Lenders
                     between the Operating Subsidiaries, namely EVLB, Perisai Pacific,
                     Garuda Energy and Intan Offshore, and the Operating Subsidiaries’
                     Lenders.

        Set out below are the details of the Proposed PPTB Scheme of Arrangement and
        Proposed Bilateral Settlements:-

2.3.1   Proposed PPTB Scheme of Arrangement

        The Proposed PPTB Scheme of Arrangement involves the settlement of the
        outstanding liabilities owed by PPTB to the Scheme Creditors, comprising PPTB’s
        unsecured financial lenders (including the amounts due to CG Lenders and the
        Noteholders arising from its corporate guarantees), amounting to approximately
        RM1.67 billion (being the equivalent of USD390,056,594) as at the Cut-off Date.

        It is proposed that PPTB and the Scheme Creditors agree to the settlement of the said
        liabilities on the following basis:

        i.      Penalty Interest Waiver

                All penalty interests shall be waived;

        ii.     Proposed Share Issuance

                RM64.41 million shall be settled by allocating the equivalent value in new PPTB
                Shares to be issued at RM0.10 per PPTB Share to the Scheme Creditors
                (“Settlement Shares”) in proportion to each Scheme Creditors’ outstanding
                debt as at the Lodgment Date via the Proposed Share Issuance. In the event
                such allocated PPTB Shares are not accepted by any of the Scheme Creditors,
                the amount owing by PPTB to such Scheme Creditor shall be deemed waived
                and reduced by the value of the Settlement Shares so allocated to the Scheme
                Creditor.

                The details of the Proposed Share Issuance are as follows:

                a) Number of Settlement Shares

                    The Proposed Shares Issuance will entail the issuance of up to RM64.41
                    million of Settlement Shares, to the Scheme Creditors according to the
                    allocation based on the proportion of each Scheme Creditor’s outstanding
                    debt as at the Cut-off Date.

                    All the Settlement Shares to be issued under the Proposed Share
                    Issuance represent approximately 8.36% of the issued share capital of
                    PPTB of RM770,888,300 as at the LPD.




                                            9
b) Ranking of the Settlement Shares

                    The Settlement Shares to be issued shall, upon allotment and issuance,
                    rank pari passu in all respects with the then existing issued PPTB Shares,
                    except that they shall not be entitled to any dividends, rights, allotments
                    and/or other distributions which may be declared, made or paid prior to the
                    allotment of the Settlement Shares.

                 c) Listing of and quotation for the Settlement Shares

                    An application will be made to Bursa Securities for the listing of and
                    quotation for the Settlement Shares on the Main Market of Bursa
                    Securities.

                 d) Basis and justification of the issue price of the Settlement Shares

                    The Board had fixed the issue price of the Settlement Shares at RM0.10
                    each after taking into consideration the following:

                    i.     the regularised financial position of PPTB after the Proposed
                           Regularisation Plan;

                    ii.    the potential future earnings of the PPTB Group; and

                    iii.   the prevailing historical market price of PPTB Shares.

                    The issue price represents a premium of approximately 10.1% to the TERP
                    of existing PPTB Shares of RM0.0908 based on the 5-day VWAP of PPTB
                    as at the LPD of RM0.0448, after the Proposed Share Consolidation of
                    PPTB Shares and Proposed Rights Issue (based on the Minimum
                    Scenario).

        iii.     RCULS

                 In the event any debt or such part thereof is not fully settled after the settlement
                 under the Proposed Share Issuance as stated in Section 2.3.1 (ii) above and
                 the Proposed Bilateral Settlements as stated in Section 2.3.2 below, the
                 remaining balance outstanding, if any, shall be settled by the issuance of up to
                 687,776,917 of RCULS at an issue price of RM0.10 per RCULS, in proportion
                 to the remaining balance outstanding. Upon issuance of all the said RCULS,
                 all liabilities of PPTB to the Scheme Creditors shall be deemed fully settled and
                 extinguished.


2.3.2   Proposed Bilateral Settlements

        The Proposed Bilateral Settlements for PPTB Inter-Cos involve the settlement of the
        outstanding liabilities owed by PPTB to the Inter-Co Creditors, namely Perisai Capital,
        Garuda Energy and Intan Offshore.

        As at the Cut-off Date, the total amounts owed by PPTB to the Inter-Co Creditors stood
        at USD146.2 million or RM627.8 million, as set out below:

                                         Outstanding as at         Outstanding as at
         PPTB Inter-Co Creditors           30 June 2017              30 June 2017
                                             USD’000                    RM’000
         Garuda Energy                            15,596.27                 66,970.37
         Intan Offshore                             34,716.68                149,073.44
         Perisai Capital                            95,896.05                411,777.64
         Total                                     146,209.00                627,821.45


                                            10
PPTB shall enter into separate bilateral settlement agreements with each Inter-Co
Creditor to settle their respective debts on the following terms:

i.     Bilateral Settlement Agreement between PPTB and Intan Offshore

       The liabilities owing by PPTB to Intan Offshore, which stood at USD34.7 million
       or RM149.1 million as at the Cut-off Date, shall be settled as follows:

       a) Interest Waiver

           All interest from the Cut-off Date shall be waived.

       b) Settlement by PPTB on behalf of the Inter-Co Creditor under the
          Proposed PPTB Scheme of Arrangement

           The liabilities owing by PPTB to Intan Offshore shall be reduced by the
           issue price of the Settlement Shares issued by PPTB of RM0.10 per share,
           if any, in part settlement on behalf of Intan Offshore of its debt to DBS
           Singapore as set out in Section 2.3.1 above.

       c) Settlement by issuance of ICULS

           The remaining liabilities owing by PPTB to Intan Offshore after the waiver
           in (a) and settlement in (b), shall be settled in full by PPTB issuing up to
           RM144,357,087 in nominal value of ICULS at the issue price of RM0.10
           per ICULS to Intan Offshore. Each ICULS issued shall reduce the amount
           owing by PPTB to Intan Offshore by RM0.10.

       All claims by Intan Offshore against PPTB shall be released and fully
       discharged upon issuance of the ICULS.

ii.    Bilateral Settlement Agreement between PPTB and Garuda Energy

       The liabilities owing by PPTB to Garuda Energy, which stood at USD15.6
       million or RM67.0 million as at the Cut-off Date, shall be settled as follows:

       a) Interest Waiver

           All interest from the Cut-off Date shall be waived.

       b) Settlement by PPTB on behalf of the Inter-Co Creditor under the
          Proposed PPTB Scheme of Arrangement

           The liabilities owing by PPTB to Garuda Energy shall be reduced by the
           issue price of the Settlement Shares issued by PPTB of RM0.10 per share,
           if any, in part settlement on behalf of Garuda Energy of its debt to OCBC
           Malaysia as set out in Section 2.3.1 above.

       c) Settlement by issuance of ICULS

           The remaining liabilities owing by PPTB to Garuda Energy after the waiver
           in (a) and settlement in (b), shall be settled in full by PPTB issuing up to
           RM62,881,187 in nominal value of ICULS at the issue price of RM0.10 per
           ICULS to Garuda Energy. Each ICULS issued shall reduce the amount
           owing by PPTB to Garuda Energy by RM0.10.

       All claims by Garuda Energy against PPTB shall be released and fully
       discharged upon issuance of the ICULS.




                                 11
iii.   Bilateral Settlement Agreement between PPTB and Perisai Capital

       The liabilities owing by PPTB to Perisai Capital, which stood at USD95.9 million
       or RM411.8 million as at the Cut-off Date, shall be settled as follows:

       a) Interest Waiver

          All interest from the Cut-off Date shall be waived.

       b) Settlement by PPTB on behalf of the Inter-Co Creditor under the
          Proposed PPTB Scheme of Arrangement

          The liabilities owing by PPTB to Perisai Capital shall be reduced by the
          issue price of the Settlement Shares issued by PPTB of RM0.10 per share,
          if any, in part settlement on behalf of Perisai Capital of its debt to the
          Noteholders as set out in Section 2.3.1 above.

       c) Settlement by issuance of RCULS

          The remaining liabilities owing by PPTB to Perisai Capital after the waiver
          in (a) and settlement in (b), shall be settled in part by PPTB issuing
          RM64,410,000 in nominal value of RCULS at the issue price of RM0.10 per
          RCULS to Perisai Capital. Each RCULS issued shall reduce the amount
          owing by PPTB to Perisai Capital by RM0.10.

       d) Settlement by issuance of ICULS

          The remaining liabilities owing by PPTB to Perisai Capital after the waiver
          in (a) and settlement in (b) and (c), shall be settled in full by PPTB issuing
          RM329,240,118 in nominal value of ICULS at the issue price of RM0.10
          per ICULS to Perisai Capital. Each ICULS issued shall reduce the amount
          owing by PPTB to Perisai Capital by RM0.10.

          Further, PPTB shall issue an additional RM64,383,494 in nominal value of
          ICULS at an issue price of RM0.10 per ICULS to Perisai Capital to enable
          Perisai Capital to settle its creditors. PPTB shall waive all claims to the
          repayment of the value of these ICULS in the liquidation of Perisai Capital
          under the Proposed Liquidation of Subsidiaries as set out in Section 2.7
          below.

       e) Distribution of RCULS and ICULS by Perisai Capital to its Creditors

          Upon the settlement above, the directors of Perisai Capital (via a trustee
          for the Proposed Debt Settlement) shall distribute the RCULS and ICULS
          at the issue price to settle the creditors of Perisai Capital proportionately.
          Subsequently, Perisai Capital shall be placed in voluntary liquidation.

       All claims by Perisai Capital against PPTB shall be released and fully
       discharged upon issuance of the RCULS and ICULS.




                                 12
2.3.3   Proposed Bilateral Settlements for Operating Subsidiaries’ Lenders

        The Proposed Bilateral Settlements for Operating Subsidiaries’ Lenders involve the
        settlement of the outstanding liabilities owing by the Operating Subsidiaries, namely
        Garuda Energy, Intan Offshore, Perisai Pacific and EVLB, to the Operating
        Subsidiaries’ Lenders, comprising DBS Singapore, OCBC Malaysia, OCBC Singapore
        and RHB Labuan.

        As at the Cut-off Date, the total amounts owed by the Operating Subsidiaries to their
        respective Operating Subsidiaries’ Lenders stood at USD324.0 million or RM1.4 billion,
        as set out in the following table:

             Debts Outstanding as at the             Borrower           Total          Total
                    Cut-off Date
                                                                      USD’000        RM’000
             Operating Subsidiaries’ Lenders

               OCBC Malaysia                   Garuda Energy            22,606.3       97,071.7
               DBS Singapore                   Intan Offshore           28,171.1      120,966.5
               OCBC Singapore                  Perisai Pacific         154,576.9      663,753.3
               OCBC Singapore                  EVLB                     73,338.2      314,914.2
               RHB Labuan                      EVLB                     45,270.5      194,391.5
                                                         Total         323,963.0    1,391,097.2


        Each Operating Subsidiary shall enter into separate bilateral settlement agreements
        with their respective lenders to settle the debts on the following terms:

        i.        Bilateral Settlement Agreement between Garuda Energy and OCBC
                  Malaysia

                   The liabilities owing by Garuda Energy to OCBC Malaysia, which stood at
                   USD22.6 million or RM97.1 million as at the Cut-off Date, shall be deemed fully
                   settled as follows:

                  a) Appointment of an independent valuer for the charged asset

                       Garuda Energy and OCBC Malaysia shall jointly appoint an independent
                       valuer to value the asset of Garuda Energy charged to OCBC Malaysia,
                       i.e. the Mobile Offshore Production Unit (“MOPU”).

                  b) Disposal of the charged asset

                       OCBC Malaysia shall be at liberty to exercise its mortgage to dispose the
                       MOPU. The MOPU shall be deemed disposed and the value shall be
                       credited against the debt outstanding in accordance with (c) below, even
                       though the MOPU has not yet been disposed by OCBC Malaysia.

                       For the avoidance of doubt, any proceeds received from the sale of the
                       MOPU, irrespective of whether it is above or below the debt outstanding to
                       OCBC Malaysia, shall accrue to OCBC Malaysia.

                       The Board of Directors of Garuda Energy shall not object to the said
                       disposal of the MOPU by OCBC Malaysia and to the debt settlement as set
                       out in (c) below.




                                               13
c) Settlement by set-off of charged assets

         The MOPU shall be deemed disposed (notwithstanding that the MOPU has
         not yet been disposed by OCBC Malaysia) and Garuda Energy’s account
         with OCBC Malaysia,

          shall be credited by:

          i.     the value determined in (a) above;

          ii.    the penalty interest charged by OCBC Malaysia. For clarification, all
                 penalty interest shall be waived and there shall be a clawback of any
                 penalty interest paid from the Cut-off Date up to the Lodgment Date.
                 Any clawback shall be first applied to repay any outstanding balance
                 prior to the issuance of the ICULS as below;

          iii.   the value of the Settlement Shares allocated to OCBC Malaysia under
                 the Proposed PPTB Scheme of Arrangement and accepted by OCBC
                 Malaysia in accordance with Section 2.3.1 above; and

          shall be increased by:

          iv.    interest accrued after the Cut-off Date up to the Lodgment Date.

         If the settlement in (c) above is less than the debt outstanding to OCBC
         Malaysia, then, such balance outstanding shall be assigned by OCBC
         Malaysia to PPTB in consideration of ICULS to be received by Garuda
         Energy under the Proposed Bilateral Settlements for Inter Cos at the issue
         price of the ICULS equal to the value of the lower of the said balance
         outstanding or the total of such ICULS received from PPTB, as the case
         may be. The delivery of the said ICULS to OCBC Malaysia shall be deemed
         to be in full and final settlement of Garuda Energy’s debt to OCBC
         Malaysia, and Garuda Energy and OCBC Malaysia shall have no further
         claim against each other.

      Upon the PPTB’s corporate guarantee to OCBC Malaysia being released and
      discharged on the date when the trustee shall distribute the New PPTB Shares,
      RCULS and ICULS to the respective CDS accounts of the PPTB Scheme
      Creditors, creditors of Perisai Capital, Intan Offshore and Garuda Energy
      respectively, and the subscribers of the Proposed Rights Issue (“Settlement
      Date”), Garuda Energy shall be placed in voluntary liquidation pursuant to
      Section 2.7 below.


ii.   Bilateral Settlement Agreement between Intan Offshore and DBS
      Singapore

      The liabilities owing by Intan Offshore to DBS Singapore, which stood at
      USD28.2 million or RM121.0 million as at the Cut-off Date, shall be settled as
      follows:

      a) Appointment of an independent valuer for the charged assets

         Intan Offshore and DBS Singapore shall jointly appoint an independent
         valuer to value the assets of Intan Offshore charged to DBS Singapore, i.e.
         the nine (9) units of Offshore Support Vessels (“OSVs”).




                                  14
b) Disposal of the charged assets

   DBS Singapore shall be at liberty to exercise its mortgage to dispose the
   OSVs. The 9 OSVs shall be deemed disposed and the value shall be
   credited against the debt outstanding in accordance with (c) below, even
   though the 9 OSVs have not yet been disposed by DBS Singapore.

   For the avoidance of doubt, any proceeds received from the sale of the
   OSVs, irrespective of whether it is above or below the debt outstanding to
   DBS Singapore, shall accrue to DBS Singapore.

   The Board of Directors of Intan Offshore shall not object to the said disposal
   of the OSVs by DBS Singapore and to the debt settlement as set out in (c)
   below.

c) Settlement by set-off of charged assets

   The OSVs shall be deemed disposed (notwithstanding that the OSVs has
   not yet been disposed by DBS Singapore) and Intan Offshore’s account
   with DBS Singapore,

    shall be credited by:

    i.      the value determined in (a) above;

    ii.     the penalty interest charged by DBS Singapore. For clarification,
            all penalty interest shall be waived and there shall be a clawback
            of any penalty interest paid from the Cut-off Date up to the
            Lodgment Date. Any clawback shall be first applied to repay any
            outstanding balance prior to the issuance of the ICULS as below;

    iii.    the value of the Settlement Shares allocated to DBS Singapore
            under the Proposed PPTB Scheme of Arrangement and accepted
            by DBS Singapore in accordance with Section 2.3.1 above; and

    shall be increased by:

    iv.     interest accrued after the Cut-off Date up to the Lodgment Date.

   If the settlement in (c) above is less than the debt outstanding to DBS
   Singapore, then, such balance outstanding shall be assigned by DBS
   Singapore to PPTB in consideration of ICULS to be received by Intan
   Offshore under the Proposed Bilateral Settlements for Inter Cos at the
   issue price of the ICULS equal to the value of the lower of the said balance
   outstanding or the total of such ICULS received from PPTB, as the case
   may be. The delivery of the said ICULS to DBS Singapore shall be deemed
   to be in full and final settlement of Intan Offshore’s debt to OCBC Malaysia,
   and Intan Offshore and DBS Singapore shall have no further claim against
   each other.

Upon the PPTB’s corporate guarantee to DBS Singapore being released and
discharged on the Settlement Date, Intan Offshore shall be placed in voluntary
liquidation pursuant to Section 2.7 below.




                            15
iii.   Bilateral Settlement Agreement between Perisai Pacific and OCBC
       Singapore/OCBC Labuan

       The liabilities owing by Perisai Pacific to OCBC Singapore/OCBC Labuan,
       which stood at USD154.6 million or RM663.8 million as at the Cut-off Date,
       shall be settled as follows:

       a) Interest Waiver

          All penalty interest shall be waived. There shall be a claw back of any paid
          penalty interest from the Cut-off Date up to the Lodgment Date.

          Any claw back shall be first applied to repay any outstanding balance prior
          to the settlement below.

       b) Settlement via the Proposed Share Issuance under the Proposed
          PPTB Scheme of Arrangement

          The amount due by Perisai Pacific to OCBC Singapore/OCBC Labuan
          shall be reduced by the issue price of the Settlement Shares issued by
          PPTB of RM0.10 per Settlement Share, if any, in part settlement on behalf
          of Perisai Pacific of its debt to OCBC Singapore/OCBC Labuan as set out
          in Section 2.3.1 above.

          For clarification, there shall be no reduction of the debt if OCBC
          Singapore/OCBC Labuan rejects its allocation of Settlement Shares under
          the Proposed PPTB Scheme of Arrangement and no such Settlement
          Shares are issued.

       c) Restructuring of the Facility

          The remaining debt owing by Perisai Pacific to OCBC Singapore/OCBC
          Labuan after the waiver in (a) and settlement in (b), if any, shall be
          restructured into an eight (8) year Islamic hire purchase facility (“the PP-
          OCBC Facility”).

           Profit shall be charged at London Interbank Offer Rate (“LIBOR”) plus
           1.5% per annum in the first three (3) years. If the Perisai Pacific jackup rig
           known as ‘Perisai Pacific 101’ (“PP101 Rig”) is not on charter at any time
           during this period, profit shall be accrued and capitalised for such period
           during which the rig is not on charter. However, the accrual of profits shall
           not be for a period of more than twelve (12) months.

           After the third year, profit shall be determined and charged in accordance
           with a step-up mechanism tied to the contract charter rate, as follows:

            Charter Rate                               Profit Rate
            Below USD80,000                            LIBOR + 1.50%
            More than USD80,000 but less than          LIBOR + 1.75%
            USD110,000
            More than USD110,000 but less than         LIBOR + 2.25%
            USD140,000
            Above USD140,000                           LIBOR + 2.75%

          All excess cash after accounting for the repayment of the PP-OCBC Facility
          (including the servicing of profit), relevant operational expenses of Perisai
          Pacific and the PPTB Group, dry docking expenses and shared costs
          (whichever is applicable and subject to OCBC Singapore/Labuan’s
          approval) will be ring-fenced at Perisai Pacific.




                                 16
The PP-OCBC Facility” shall be secured against:

         (i)      First Priority Ship Mortgage over the PP101 Rig;
         (ii)     Assignment over earnings and bank accounts by Borrower, Perisai
                  Drilling Sdn Bhd (“Operations & Maintenance Co.”) and Perisai
                  Offshore Sdn Bhd (“Petronas License Co.”); and
         (iii)    Assignment over Insurance by Borrower and Operations &
                  Maintenance Co.

         The corporate guarantee of PPTB to OCBC Singapore/OCBC Labuan shall
         be released and discharged on the Settlement Date.

         In the event that the PP101 Rig is not chartered for a continuous period of
         twelve (12) months following the Lodgment Date, OCBC Singapore/OCBC
         Labuan shall have the option to either:

         i.      Grant Perisai Pacific a further extension of time to secure a charter
                 contract, on terms to be agreed by both parties; or

         ii.     Require Perisai Pacific to dispose the PP101 Rig. The proceeds
                 from such disposal, after deducting disposal costs, shall be utilised
                 to repay the balance outstanding on the PP-OCBC Facility. OCBC
                 Singapore/OCBC Labuan shall accept the sale proceeds, after
                 deducting disposal costs, as full and final settlement of the PP-
                 OCBC Facility. For the avoidance of doubt, any shortfall between the
                 sale proceeds, after deducting disposal costs, and the balance
                 owing under the PP-OCBC Facility shall be waived.

iv.   Bilateral Settlement Agreement between EVLB and, OCBC Singapore and
      RHB Labuan

      The liabilities owing by EVLB to OCBC Singapore and RHB Labuan
      (collectively, “EVLB Lenders”), which stood at USD118.6 million or RM509.3
      million as at the Cut-off Date, shall be settled as follows:

      a) Interest Waiver

         All penalty interest shall be waived. There shall be a claw back of any paid
         penalty interest from the Cut-off Date up to the Lodgment Date.

         Any claw back shall be first applied to repay any outstanding balance prior
         to the settlement below.

      b) Settlement via the Proposed Share Issuance under the Proposed
         PPTB Scheme of Arrangement

         The amount due by EVLB to the EVLB Lenders shall be reduced by the
         issue price of the Settlement Shares issued by PPTB of RM0.10 per
         Settlement Share, if any, in part settlement on behalf of EVLB of its debt to
         the EVLB Lenders as set out in Section 2.3.1 above.

         For clarification, there shall be no reduction of the debt owing to either of
         the EVLB Lenders if such EVLB Lender rejects its allocation of Settlement
         Shares under the Proposed PPTB Scheme of Arrangement and no such
         Settlement Shares are issued to that EVLB Lender.




                                17
c) Set-off against the balance deposits in the debt service reserve
   account (“DSRA”) and revenue account

   The amount due by EVLB to the EVLB Lenders shall be set-off against the
   balance deposits in EVLB’s DSRA and revenue account after setting aside
   amounts required to meet EVLB’s floating, production, storage and
   offloading vessel's (known as ‘Perisai Kamelia’) (“FPSO”) outstanding
   demobilisation, lay-up and related operating and maintenance costs up to
   June 2019 (whichever is applicable and subject to the EVLB Lenders’
   approval). Any balance not utilised from this set aside amount shall be
   released to the EVLB Lenders upon commencement of charter income
   pursuant to the FPSO’s deployment.

   In the event no charter contract is secured by EVLB for the FPSO by 31
   December 2018 or such other period to be approved by majority of the
   PPTB Scheme Creditors with at least 50% in value, all balances in EVLB’s
   DSRA and revenue account shall be released to the EVLB Lenders and
   the EVLB Lenders shall have the right to dispose the FPSO.

   At any time prior to the Lodgment Date, the EVLB Lenders may proceed to
   set-off the balance deposit in EVLB’s DSRA and revenue account as set
   out above.

   The amounts received by the EVLB Lenders pursuant to the above set-off
   shall be applied in accordance with the terms set out in (d) below.

d) Restructuring of the Facility

   The following amount shall be restructured into an eight (8) year term loan
   facility (“the EVLB-OCBC/RHB Facility”):

   (i)     the remaining debt owing by EVLB to the EVLB Lenders after the
           waiver in (a), the settlement in (b) and the set-off in (c), if any, or

   (ii)    the total debt in the event there is no settlement pursuant to (b)
           above,

   There shall be a moratorium on principal and interest payment for up to
   one (1) year or up to the commencement of charter income pursuant to the
   FPSO’s deployment, whichever is earlier. During such moratorium period,
   interest shall be capitalised at LIBOR plus 1.5% per annum.

   After the moratorium period, principal and interest repayments shall be paid
   via equal monthly installments for the remaining seven (7) years of the
   EVLB-OCBC/RHB Facility, with interest charged at LIBOR plus 1.5% per
   annum.

   The EVLB-OCBC/RHB Facility shall be secured against:

   (i)     first Preferred Naval Mortgage over FPSO;
   (ii)    assignment over proceeds and bank accounts by Borrower,
           Victoria Production Services Sdn Bhd (“Operations & Maintenance
           Co.”) and Larizz Petroleum Services Sdn Bhd (“Petronas License
           Co.”); and
   (iii)   assignment over insurance by Borrower and Operations &
           Maintenance Co.
   (iv)    Charge over 51% equity interest in EVLB,

   Upon completion of the prospective charter, the EVLB Lenders will receive
   a one-off back-end fee of USD1.5 million subject to EVLB securing a
   minimum 3-year charter contract.


                         18
The corporate guarantee of PPTB to the EVLB Lenders shall be released
                    and discharged on the Settlement Date.

                    For the avoidance of doubt, in the event that no charter contract is obtained
                    by EVLB for the FPSO by 31 December 2018, OCBC Singapore and RHB
                    Labuan shall be at liberty to exercise their mortgage and dispose the
                    FPSO. PPTB, EVLB or any related parties of PPTB shall not impose any
                    restriction, limitation or condition on OCBC Singapore and RHB Labuan’s
                    right to dispose the FPSO.

2.3.4   Monitoring and control of the Proposed Debt Settlement

        A monitoring accountant (“MA”) shall be appointed to report on the compliance of the
        terms of Perisai Pacific and EVLB’s restructured loans and instruments issued in
        accordance with the PPTB scheme. The MA is also required to inform the financial
        institution creditors (“FI Creditors”) of any breach by the relevant Operating
        Subsidiaries on the proper use of contract proceeds. The MA shall also be a co-
        signatory of the central depository account for the purpose of holding the ICULS to be
        distributed to PPTB pursuant to the liquidation of Garuda Energy and Intan Offshore
        (“PPTB Entitlement ICULS”), which is to be jointly controlled with PPTB (“PPTB
        Nominee CDS Account”). The MA shall also be co-signatory of the designated bank
        account for the proceeds from the disposal of the PPTB Entitlement ICULS which is
        jointly controlled by PPTB (“ICULS Designated Bank Account”). This appointment
        and monitoring frequency is subject to an annual review by the FI Creditors for their
        continued role.

        The ICULS issued to Garuda Energy and Intan Offshore, and received by PPTB shall
        be dealt with as follows:

        (a)     all ICULS shall be transferred to the PPTB Nominee CDS Account. To facilitate
                the sale of the ICULS no later than the second (2nd) half of year two (2), an
                advisor acceptable to the FI Creditors shall be appointed. The proceeds from
                the disposal of these ICULS in the nominee account shall be deposited into an
                ICULS Designated Bank Account;

        (b)     the selling price of the ICULS shall be in compliance with the rules of Bursa
                Malaysia, i.e. selling price shall not be more than ten percent (10%) discount
                to the 5-day VWAP of PPTB’s shares immediately prior to the price-fixing date;

        (c)     in the event the ICULS are not disposed by year three (3), then the said ICULS
                shall be offered within one month of the third anniversary, proportionately to all
                RCULS holders for the redemption of the RCULS. For avoidance of doubt the
                acceptance of the ICULS to redeem the RCULS will be at the option of the
                RCULS holder. If such redemption is accepted by the RCULS holder the
                redemption of RCULS would be based on the ascribed value of the ICULS
                which shall be deemed to be the VWAP.

        (d)     the ICULS or the sale proceeds thereof in the PPTB Nominee CDS Account
                shall be utilised to redeem or pay the interest accrued on the RCULS. In the
                event the ICULS is distributed in specie to redeem or pay the accrued interest
                on the RCULS, the price of the ICULS for redemption or interest repayment
                shall be based on (b) above.

        For avoidance of doubt, the matters set out above shall not constitute a charge over
        the ICULS and shall only apply so long as the RCULS remains outstanding.




                                          19
2.4   DETAILS OF PROPOSED RCULS ISSUE

      As part of the Proposed Debt Settlement, the Proposed RCULS Issue will entail the
      issuance of up to RM133,187,692 in nominal value of RCULS at an issue price of
      RM0.10 to the respective parties as follows:

      i.      RM64,410,000 in nominal value of RCULS to be issued at RM0.10 to Perisai
              Capital for the repayment to the Noteholders; and

      ii.     Up to RM68,777,692 in nominal value of RCULS to be issued at an issue price
              of RM0.10 to the PPTB Scheme Creditors whose debts (including any balance
              of principal and interest) have not been settled after waiver of all penalty
              interest, deducting the value of any accepted Settlement Shares issued
              pursuant to the Proposed Share Issuance and after the Proposed Bilateral
              Settlements), the details of which are set out in Section 2.3.

      The Proposed RCULS Issue will be implemented as part of the Proposed Debt
      Settlement, after the completion of the Proposed Capital Reduction and Consolidation
      after the Proposed Rights Issue.

      The number of RCULS to be issued may be varied, depending on the proven debts of
      the relevant Scheme Creditors after the waiver of all penalty interest, the acceptance
      of the settlement in Settlement Shares pursuant to the Proposed Share Issuance and
      the settlements under the Proposed Bilateral Settlements, after the proof of debt
      exercise.

      The RCULS will be issued in registered form and constituted by a trust deed constituting
      the RCULS to be executed by PPTB and a duly qualified trustee that can act pursuant
      to the Capital Markets and Services Act 2007 (and any amendments
      thereto)(“Trustee”).

      The details of the RCULS are set out below:

      2.4.1   Issue Size and Minimum Subscription Level

              The 644.1 million RCULS to be issued to Perisai Capital pursuant to the
              Proposed Bilateral Settlements for Inter-Cos between PPTB and Perisai
              Capital.

              The RCULS to be issued to the Scheme Creditors whose debts have not been
              settled after the waiver of all penalty interest, the acceptance of the settlement
              in Settlement Shares pursuant to the Proposed Share Issuance and the
              settlements under the Proposed Bilateral Settlements, shall amount to a
              nominal value of RM64,410,000.

              The minimum subscription level for RCULS assumes that any outstanding
              balance debt owed by Perisai Capital to its creditors after the Proposed
              Bilateral Settlements for Inter-Cos, will be partly settled via the issuance of
              644.1 million RCULS amounting to RM64,410,000.

              On the other hand, the maximum subscription level for RCULS assumes that:

              (i)     RM64,410,000 in nominal value of RCULS will be issued to Perisai
                      Capital as outlined above; and

              (ii)    RM68,777,692 in nominal value of RCULS will be issued to the
                      Scheme Creditors by PPTB to settle any outstanding balance debt
                      owing by PPTB to the relevant Scheme Creditors, after the waiver of
                      all penalty interest, the acceptance of the settlement in Settlement
                      Shares pursuant to the Proposed Share Issuance and the settlements
                      under the Proposed Bilateral Settlements.



                                         20
For illustration purpose, based on the outstanding debt owing to the creditors
        of Perisai Capital and the relevant PPTB Scheme Creditors as at the Cut-Off
        Date, the amount of the RCULS to be received by the trustee to be appointed
        to receive and distribute the scheme cash funding, relevant documents, the
        RCULS and ICULS to be issued (“Scheme Trustee”) on behalf of each holder
        of the RCULS (“RCULS Holder”) is as follows:

         RCULS Holders                                       Nominal Value
                                                               RM ‘million
         Perisai Capital                                              64.4
         Total RCULS to be issued to Perisai Capital 1                64.4
         RHB Labuan                                                   45.8
         Hong Leong                                                    3.5
         Maybank                                                      11.8
         AmBank                                                        5.2
         OCBC Malaysia                                                 2.4
         Total RCULS to be issued 2                                  133.1

         Notes:

         1. Minimum subscription level

         2. Maximum subscription level

2.4.2   Basis and justification of the Pricing of RCULS

        The Board has fixed the issue price and the conversion price of the RCULS at
        RM0.10 each after taking into consideration the following:

        i.        the regularised financial position of PPTB after the Proposed
                  Regularisation Plan;

        ii.       the potential future earnings of the PPTB Group; and

        iii.      the prevailing historical market price of PPTB shares.

        The issue price and conversion price of RM0.10 per RCULS represents a
        premium of approximately 10.1% to the TERP of existing PPTB Shares of
        RM0.0908 based on the 5-day VWAP of PPTB as at the LPD of RM0.0448,
        after the Proposed Share Consolidation of PPTB Shares and Proposed Rights
        Issue (based on the Minimum Scenario).

        The issue and conversion price of the RCULS has been arrived at after the
        above considerations.

2.4.3   Salient Terms of the RCULS

        The salient terms of the RCULS is set out as below:

        Term                        Details
        Issuer                :     PPTB

        Issue size            :     Up to RM133,187,692 nominal value of RCULS
                                    comprising of up to 1,331,876,917 RCULS to be issued
                                    pursuant to the Proposed Debt Settlement.

        Issue price           :     RM0.10 per RCULS

        Tenure                :     Eight (8) years commencing from and including the date
                                    of issue of the RCULS and expiring on maturity date.




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Term                        Details
Maturity date           :   The day immediately preceding the eight (8) anniversary
                            of the first date of issuance of the RCULS, and if such
                            day is not a market day, then on the immediate
                            preceding market day.

Form         and        :   The RCULS are to be issued in registered form in
denomination                denomination of RM0.10 each and in multiples of 100
                            units thereof, and constituted by a trust deed.



Selling restriction,    :   The RCULS are tradable upon listing on the Main
including tradability       Market of Bursa Securities in board lots of 100 RCULS,
(i.e. tradable or           or such other denomination as may be required by
                            Bursa Securities.
non-tradable)
                            No selling restriction is imposed on the RCULS.

Interest      rate          Interest rate payment at 2% shall be payable on an
payment frequency           annual basis commencing from the third (3 rd)
                            anniversary of the first date of issuance of the RCULS.
                            In the event that PPTB is unable to make such interest
                            payment in the 3rd year, such interest shall be accrued
                            and capitalised. Thereafter, interest shall continue to be
                            charged at 2% and payable annually until the maturity
                            date. Any capitalised interest in the 3 rd year shall be
                            payable in the 4th year together with the 4th year interest.

Basis of allotment      :   i.     Pursuant to Perisai Capital’s Proposed Bilateral
                                   Settlements for PPTB Inter-Cos under which part
                                   settlement of the outstanding debt due to Perisai
                                   Capital are to be satisfied via issuance of RCULS.

                            ii.    Pursuant to the Proposed PPTB Scheme of
                                   Arrangement under which any balance that remains
                                   owing to the Scheme Creditors after the waiver of
                                   penalty interest and acceptance of any new PPTB
                                   Shares pursuant to the Proposed Share Issuance.

Conversion rights       :    i.    Each registered holder of the RCULS shall have the
                                   right to convert all or any number of RCULS held
                                   into fully paid-up new PPTB Shares without any
                                   cash payment through surrendering the RCULS. If
                                   any RCULS Holder exercises its right to convert all
                                   or any number of RCULS held by it into new PPTB
                                   Shares, no interest shall be payable on such
                                   RCULS as from the issue date or interest payment
                                   date immediately preceding the conversion date,
                                   whichever is later.

                             ii.   All outstanding RCULS which have not been earlier
                                   converted or redeemed will be fully redeemed upon
                                   maturity date.

Conversion period       :   Each registered holder of the RCULS shall have the
                            right to convert the RCULS, in whole or in part, at any
                            time after the fourth (4th) anniversary of the first date of
                            issuance of the RCULS until the maturity date, by giving
                            two (2) weeks of notice to the Issuer.

Conversion ratio        :   Each RCULS shall be convertible at the option of the
                            RCULS Holders into one (1) new fully paid-up PPTB
                            Share.




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