We refer to our Announcements dated 31 May 2022 (“the First Announcement”), 1 July 2022, 1 August 2022, 1 September 2022, 3 October 2022, 1 November 2022, 1 December 2022, 2 January 2023, 2 February 2023, 1 March 2023 and 3 April 2023 in relation to the Company being classified as an affected listed issuer and the disclosure requirements under Paragraph 4.1(c) of PN17.

The Board of Directors of the Company wishes to provide a status update on the Company’s efforts to address its PN17 status. Since the First Announcement, the Company has been advancing its plan to regularise the financial position of its group of companies (“Regularisation Plan”).

A. Negotiation with the financiers

The Company has had a number of meetings with certain of its existing financiers (as described below, the “MCF Financiers”) to consider a proposed scheme of arrangement and compromise (“PSA”), to be approved in due course by the various classes of creditors of the affected members of the group in a court-convened meeting. The MCF Financiers are those financial institutions which provided multicurrency financing facilities to Sapura TMC Sdn. Bhd. ("Sapura TMC") under:-

1. the senior multicurrency term facilities agreement dated 29 March 2021 between, inter alia, Sapura TMC as borrower, and the banks named therein as conventional facility lenders; and
2. the multicurrency sukuk programme for the issuance of sukuk murabahah of up to RM10,000,000,000 in nominal value (or the equivalent in USD, converted at a notional exchange rate of USD1.00 = RM4.15) based on the Shariah principle of murabahah (via a tawarruq arrangement) established under a programme agreement originally dated 20 August 2015 between Sapura TMC as issuer, Maybank Investment Bank Berhad as lead arranger and facility agent, and as thereafter amended and supplemented.

On 1 September 2022, the Corporate Debt Restructuring Committee (the “CDRC”) approved the Company’s application for the CDRC’s assistance to mediate in its debt restructuring negotiations with the MCF Financiers. Following the Company’s admission to the CDRC regime, the relevant financial institutions were required to observe an informal standstill, and the Company was expected to submit a proposal for a restructuring of its debts owed to such financial institutions within 60 days from 1 September 2022. In line with such requirement, the Company submitted a draft Proposed Restructuring Scheme ("PRS") to the CDRC on 29 September 2022, and has since been participating in CDRC mediated meetings with the financial institutions to seek feedback on and to refine the terms of the PRS. To-date, there have been eight (8) meetings between the Company and the MCF Financiers mediated by CDRC.

On 28 February 2023, the Company received a formal notification dated 24 February 2023 from the CDRC stating that the CDRC Committee has decided to extend the standstill period for the Company and its relevant subsidiaries under the CDRC regime, up to 9 September 2023. In the premises, and in line with the CDRC’s Participants’ Code of Conduct, the MCF Financiers will continue to be expected to observe the informal standstill and withhold all legal proceedings and/or any other recovery action initiated or intended against the Company and/or the Company’s subsidiaries under the CDRC regime.

The Company has also on 23 March 2023 appointed MIDF Amanah Investment Bank Berhad to act as the Principal Adviser for the proposed regularisation plan pursuant to Paragraph 8.04(3) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

B. Convening and Restraining Orders

The High Court of Malaya at Kuala Lumpur (the “Court”) had on 10 March 2022 granted convening and restraining orders (the “Orders”) for schemes of arrangement under Sections 366 and 368 of the Companies Act 2016 (the “Act”) to the Company and 22 of its subsidiaries (together are referred to as “Scheme Entities”). On 8 June 2022, the High Court extended the Orders until 10 March 2023. In light of the expiry of the Orders, the Company and the Scheme Entities filed a fresh application for a fresh Orders and the Court granted the new Order on 8 March 2023 which took effect from 11 March 2023 to 11 June 2023.

C. Proof of Debt Exercise

The Company’s Proof of Debt exercise with its trade creditors in connection with the PSA is on track and nearing completion. The exercise involves RM1.5 billion claims submitted by approximately 2,300 trade creditors.

D. White Knight

On 15 February 2023, the Company received a formal letter from a White Knight supporting the Company’s restructuring initiatives and Regularisation Plan. The support from the White Knight will be in the form of an investment into the Company, subject to the following conditions:

i. the amount and terms to be discussed and finalised by the White Knight and the Company;

ii. agreement to the Schemes with the MCF Financiers.   

As at 2 May 2023, the Company has approximately one (1) month to submit its Regularisation Plan to the relevant authorities for approval.

This announcement is dated 2 May 2023.