1. INTRODUCTION
The Board of Directors of Perisai Petroleum Teknologi Bhd (“the Company” or “Perisai”), is pleased to announce that its wholly owned subsidiary, Perisai Drilling Sdn Bhd (“Perisai Drilling”), has today entered into an Agency Agreement (“Agency Agreement”) with its 51% subsidiary, Perisai Offshore Sdn Bhd (“Perisai Offshore”).
2. SALIENT TERMS OF THE AGENCY AGREEMENT
2.1 DETAILS OF THE AGENCY AGREEMENT
As the operator of the jack-up drilling rig Perisai Pacific 101 (“PP101”), Perisai Drilling had today appointed Perisai Offshore as its exclusive agent for the PP101 within the Malaysian waters.
Pursuant to the Agency Agreement, Perisai Offshore’s duties include the provision of the necessary licence for the use of Perisai Drilling, the marketing of the rig, continuous support and assistance relating to the preparation of tender and contractual documents and the supply of information and participation in negotiation.
In consideration of Perisai Offshore’s duties, Perisai Drilling shall pay to Perisai Offshore an agency fee of two per cent (2%) of the applicable day rate of any contract secured by Perisai Offshore for the benefit of Perisai Drilling.
The estimated total agency fee payable to Perisai Offshore amounts to approximately USD3.1 million over a three (3) year duration.
3. BACKGROUND INFORMATION ON PERISAI DRILLING AND PERISAI OFFSHORE
(a) Perisai Drilling
(i) Perisai Drilling (formerly known as Perisai Research Sdn Bhd) was incorporated in Malaysia on 5 May 2006 under the Malaysian Companies Act 1965 as a private limited company. Perisai Drilling is principally engaged in operations and maintenance services for jack up drilling rigs.
(ii) Perisai Drilling is a wholly-owned subsidiary of Perisai.
(b) Perisai Offshore
(i) Perisai Offshore was incorporated in Malaysia on 20 July 2012 under the Malaysian Companies Act 1965 as a private limited company. Perisai Offshore is principally engaged in the provision of offshore oil and gas services in the upstream oil sector.
(ii) Perisai Offshore is a 51% subsidiary of Perisai with the remaining 49% of its issued share capital owned by the managing director of Perisai, Zainol Izzet bin Mohamed Ishak (“Izzet Ishak”).
4. FINANCIAL EFFECTS OF THE AGENCY AGREEMENT
4.1 SHARE CAPITAL
The Agency Agreement will not have any effect on the share capital of Perisai.
4.2 NET ASSETS (“NA”) PER SHARE AND GEARING
The Agency Agreement is not expected to have any material effect on the NA per share and gearing of the Perisai Group.
4.3 EARNINGS
The Agency Agreement will not have any effect on the earnings of the Perisai Group.
4.4 SUBSTANTIAL SHAREHOLDERS’ SHAREHOLDINGS
The Agency Agreement will not have any effect on the shareholdings of the substantial shareholders of Perisai.
5. HIGHEST PERCENTAGE RATIO APPLICABLE
Based on the Perisai Group’s latest audited financial statements for the financial year ended 31 December 2013, the highest percentage ratio applicable to the Agency Agreement as per Paragraph 10.02(g) of the Main Market Listing Requirements is 1.12%.
6. APPROVALS REQUIRED
The Agency Agreement is not subject to the approval of the shareholders of Perisai or any other relevant regulatory authorities.
7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Izzet Ishak who is the Managing Director and a major shareholder of Perisai is also a director and major shareholder of Perisai Offshore.
Save for the above, none of the Directors and/or major shareholders of the Company or persons connected thereto have any interest, direct or indirect, in the Agency Agreement:
Given his interest, Izzet Ishak has abstained from all deliberations and decisions taken by Perisai in relation to the Agency Agreement.
8. STATEMENT BY THE BOARD OF DIRECTORS
Save for Izzet Ishak who had abstained from all deliberations and decisions relating to the Agency Agreement, the Board, having considered all aspects of the Agency Agreement is of the opinion that the same is in the best interest of Perisai.
9. DOCUMENTS AVAILABLE FOR INSPECTION
The Agency Agreement is available for inspection during the normal office hours (except public holidays) at the registered office of Perisai at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, for a period of 3 months from the date of this Announcement.
This announcement is dated 23 June 2014