1. INTRODUCTION

Reference is made to the Company’s earlier announcements dated 15 June 2015, 8 September 2015, 30 March 2021 and 31 March 2021.

The Board of Directors of SEB is pleased to announce that its wholly-owned subsidiary, Sapura TMC Sdn. Bhd. (“Sapura TMC”), had on 22 June 2021:

(i) made a lodgement to the Securities Commission Malaysia (the “SC”) for the purpose of effecting the Proposal under the SC’s new Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework; and

(ii) duly executed the transaction documents for the Multi-Currency Sukuk Programme to reflect the Proposal.

Pursuant thereto, the Proposal will be effective on 22 June 2021 (“Effective Date”).

2. DETAILS OF THE PROPOSAL

Sapura TMC had in 2015 established a multi-currency Islamic Medium Term Notes (“Sukuk”) programme of up to RM7.0 billion in nominal value (or the equivalent of USD, converted at a notional exchange rate of USD1.00 = MYR4.15, being the agreed exchange rate following the refinancing exercise undertaken in March 2021) based on the Shariah principle of Murabahah (via a Tawarruq arrangement) (“Multi-Currency Sukuk Programme”) for a tenure of 30 years.

Following the Effective Date of the Proposal, the Multi-Currency Sukuk Programme has been upsized to up to RM10.0 billion in nominal value and will continue to be guaranteed by SEB and the identified material subsidiaries within the SEB group of companies (“Group”).

The existing security package for the Multi-Currency Sukuk Programme which comprise a debenture over Sapura TMC and assignments and charges over certain bank accounts, shall remain unchanged.

3. UTILISATION OF PROCEEDS

Any proceeds raised from the issuance(s) of Sukuk under the Multi-Currency Sukuk Programme may be utilised inter-alia, to refinance Sapura TMC’s existing multi-currency conventional facilities obtained in March 2021 (in whole or in part) or to fund the Group’s capital expenditure, expansion and working capital requirements (subject to meeting certain conditions under the transaction documents relating to the Multi-Currency Sukuk Programme (“Transaction Documents”)).

4. RATIONALE FOR THE PROPOSAL

The Proposal is part of the Group’s long-term capital management programme whereby the upsizing of the limit of the Multi-Currency Sukuk Programme to up to RM10.0 billion in nominal value would provide additional headroom for lenders to participate in the Multi-Currency Sukuk Programme as an alternative funding platform for the Group moving forward.

5. CONDITIONS, COVENANTS OR RESTRICTIONS RELATING TO THE SHAREHOLDINGS OF THE MAJOR SHAREHOLDERS

Permodalan Nasional Berhad (“PNB”) (and funds controlled by it) is a major shareholder of SEB. In the Transaction Documents relating to the Multi-Currency Sukuk Programme, it is a condition for PNB and funds controlled by it to continue to (i) own, directly or indirectly, more than 33% of the ultimate beneficial ownership in the issued share capital of SEB; and (ii) be the single largest shareholder of SEB during the tenure of the Multi-Currency Sukuk Programme.

6. EFFECT OF THE PROPOSAL

The Proposal does not have any effect on the issued and paid up share capital and substantial shareholders’ shareholdings of SEB. There will be no material effect on the earnings per share, net assets per share of the Group and gearing for the financial year ending 31 January 2022.

7. INTEREST OF DIRECTORS AND/OR MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM

Save for:

(i)   Dato’ Azmi Mohd Ali, who is a director of SEB and Maybank Islamic Berhad; and

(ii)  Encik Ahmad Zakiruddin Mohamed, who is a director of Sapura TMC and a relative to a member of the senior management of Malayan Banking Berhad (“Maybank”),

who have abstained from deliberation and voting in the Proposal, none of SEB and Sapura TMC’s Directors, major shareholders and/or persons connected to them have any interest, direct or indirect, in the Proposal.

Maybank Investment Bank Berhad (“Maybank IB”) is the Principal Adviser, Lead Arranger, Lead Manager, Security Agent and Facility Agent, Maybank Islamic Berhad (“Maybank Islamic”) is the Shariah Adviser and Maybank Trustees Berhad (“Maybank Trustees”) is the Sukuk Trustee of the Multi-Currency Sukuk Programme. Maybank IB, Maybank Islamic and Maybank Trustees are wholly-owned subsidiaries of Maybank.

8. DIRECTORS’ STATEMENT

The Board of Directors is of the opinion that the Proposal is in the best interest of the Company.

This announcement is dated 23 June 2021.