Bursa Announcements
Date : 11 March 2025

WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR (1) PROPOSED SCHEME OF ARRANGEMENT AND RESTRAINING ORDER UNDER SECTIONS 366 AND 368 OF THE COMPANIES ACT 2016 FOR SAPURA ENERGY BERHAD (THE “COMPANY”) AND 22 OF ITS WHOLLY-OWNED SUBSIDIARIES (COLLECTIVELY THE “SCHEME COMPANIES”) (2) CONDITIONAL FUNDING AGREEMENT BETWEEN THE COMPANY AND MALAYSIA DEVELOPMENT HOLDING SDN BHD, A SPECIAL PURPOSE VEHICLE CONTROLLED BY THE MINISTER OF FINANCE, INCORPORATED

SAPURA ENERGY BERHAD

Type Announcement
Subject WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR
Description
(1) PROPOSED SCHEME OF ARRANGEMENT AND RESTRAINING ORDER UNDER SECTIONS 366 AND 368 OF THE COMPANIES ACT 2016 FOR SAPURA ENERGY BERHAD (THE “COMPANY”) AND 22 OF ITS WHOLLY-OWNED SUBSIDIARIES (COLLECTIVELY THE “SCHEME COMPANIES”)

(2) CONDITIONAL FUNDING AGREEMENT BETWEEN THE COMPANY AND MALAYSIA DEVELOPMENT HOLDING SDN BHD, A SPECIAL PURPOSE VEHICLE CONTROLLED BY THE MINISTER OF FINANCE, INCORPORATED

We refer to our announcements dated 7 March 2024, 6 June 2024, 27 January 2025, 27 February 2025 and 6 March 2025 in relation to the order granted by the High Court of Malaya at Kuala Lumpur approving each of the schemes of arrangement and compromise between the Scheme Companies and their respective Scheme Creditors (collectively, the “Scheme Creditors”) (the “Court Order”) at the court convened meetings held between 21 February 2025 to 27 February 2025 (“Schemes”).

 

The Board of Directors of the Company wishes to announce that the Company and each of the Scheme Companies today lodged an office copy of the Court Order with the Companies Commission of Malaysia in accordance with Section 366(5) of the Companies Act 2016, as well as with the Labuan Financial Services Authority and Bermuda Registrar of Companies yesterday, 10 March 2025, and today respectively. Accordingly, the Schemes shall take effect, and be binding on the Scheme Companies and their Scheme Creditors, with effect from today (the “Sanction Date”).

 

The Board of Directors of the Company also wishes to announce that the Company had on 4 March 2025 entered into a conditional funding agreement (“CFA”) with Malaysia Development Holding Sdn Bhd, a special purpose vehicle controlled by the Minister of Finance, Incorporated (“MDH”, and together with the Company, the “Parties”), in respect of MDH’s commitment to invest by way of subscription for an amount of up to RM1.1 billion in nominal value of redeemable convertible loan stocks (the “RCLS”) in the Company (the “Subscription”) subject to the satisfaction of the conditions precedent to the Restructuring Effective Date (as defined below) and terms and conditions of the CFA, on the date on which the compromise and settlement of the outstanding liabilities of the Scheme Creditors under the terms of the Schemes becomes effective (the “Restructuring Effective Date”). Under the terms governing the CFA, the Parties had agreed that the CFA would come into effect on the Sanction Date.

 

Pursuant to the CFA, the Subscription is subject to the satisfaction of the conditions precedent to the Restructuring Effective Date and occurrence of the Restructuring Effective Date (“Condition”) on or before 12 months from the Sanction Date (“Long Stop Date”). If the Condition is not satisfied on or before the Long Stop Date, the Parties may mutually agree in writing to extend the Long Stop Date for such period as may be agreed by the Parties. If the Parties fail to agree in writing to extend the Long Stop Date, the CFA will immediately terminate and neither of the Parties will have any further liability under the CFA. Under the CFA, the proceeds raised from the Subscription shall be utilised by the Company for the settlement or payment of the amounts of the liabilities which are or were previously or may in future become outstanding and payable to creditors of the SEB Group which are Malaysian service providers operating in or supporting the oil and gas sector, incorporated or registered in, and controlled by the residents of, Malaysia.

 

In addition, the Parties to the CFA agree that they will finalise the subscription agreement to be entered into between the Company and MDH in respect of the Subscription (the “Subscription Agreement”) within a timeframe to be mutually agreed on as soon as reasonably possible after the date of the CFA, as it constitutes one of the conditions precedent to the Restructuring Effective Date. The Parties have agreed to execute the Subscription Agreement upon the lodgement of the information and documents relating to the RCLS with the Securities Commission Malaysia (“SC”) in accordance with the Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework issued by the SC. A detailed announcement on the Subscription will be made upon execution of the Subscription Agreement.

 

Further, the Board of Directors of the Company also wishes to announce that the Company, as a listed issuer classified as a Practice Note 17 (“PN17”) issuer, will announce the details of the regularisation plan to regularise the financial condition of the Company, pursuant to Paragraphs 4.2 and 5 of PN17, upon its finalisation.

 

This announcement is dated 11 March 2025.

 






Announcement Info

Company Name SAPURA ENERGY BERHAD
Stock Name SAPNRG
Date Announced 11 Mar 2025
Category General Announcement for PLC
Reference Number GA1-06032025-00048


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