PROPOSED ACQUISITION OF 63% EQUITY INTEREST IN PT ANGLO SLAVIC INDONESIA FROM PT ANGLO SLAVIC UTAMA FOR USD22 MILLION ("VENDOR")
| PROTASCO BERHAD |
| Type | Reply to query |
| Reply to Bursa Malaysia's Query Letter - Reference ID | BL-140206-37101 |
| Subject | PROPOSED ACQUISITION OF 63% EQUITY INTEREST IN PT ANGLO SLAVIC INDONESIA FROM PT ANGLO SLAVIC UTAMA FOR USD22 MILLION ("VENDOR") |
| Description | PROPOSED ACQUISITION OF 63% EQUITY INTEREST IN PT ANGLO SLAVIC INDONESIA FROM PT ANGLO SLAVIC UTAMA FOR USD22 MILLION ("VENDOR") |
| Query Letter Contents | We refer to your Company's announcement dated 30 January 2014 in respect of the aforesaid matter. In this connection, kindly furnish Bursa Securities with the following additional information for public release:- 1. Basis and justification for Protasco to acquire 63% equity interests under the Restated SPA as opposed to 76% equity interests under the Original SPA entered into on 28 December 2012. 2. Based on the Original SPA dated 28 December 2012, the acquisition of 76% in PT ASI for USD55 million valued PT ASI at USD72 million. However, based on the Restated SPA, the acquisition of 63% in PT ASI for USD22 million valued PT ASI at USD35 million. In this aspect, please provide a detailed explaination for the decline in valuation of PT ASI from USD72 million to USD35 million. 3. Basis and justification for Protasco to enter into the Restated SPA as it is noted that Due Diligence is still ongoing pursuant to announcement dated 16 January 2014. 4. Rationale for preparing the 5 months FPE 30 May 2013 results. 5. To provide detailed commentary on the LAT incurred for 2012 and 2013. 6. To provide breakdown and composition of the Net Assets ("NA"). 7. It is noted that the NA as at 31 May 2013 is RM31,396,878 (approximately USD9 million) and the value of PT ASI is about USD35 million. In this regard, please disclose the basis and justification (including bases and assumptions used) in arriving at the valuation of USD35 million. 8. Basis and justification to adopt Discounted Cash Flow ("DCF") method as opposed to other methodology. 9. Detailed information on PT FAS and PT Haseba including but not limited to principal activity, date of incorporation and commencement date of business, name of directors and substantial shareholders together with their equity interest in the Company and three (3) years historical financial information. 10. Detailed information on KST Field, including but not limited to the following information: a. total size of the concession area and exact location of the production/exploration operation; b. details of the concession/ license in respect of the production/ exploration operation, including but not limited to: i. nature of the concession/ license; ii. duration and exclusivity/ non-exclusivity of the concession/ license; iii. salient terms and conditions of the concession/ license; iv. Company's rights, interest and obligations under the concession/ license; and v. the date when the concession/ license was obtained and the name of the relevant authority that granted the concession/ license; c. total financing required for the production/exploration operation and its source of fund and to quantify the expenditure incurred to date; d. total reserves available together with the extraction rates and returns that is expected to be derived from the production/exploration activity; e. whether Protasco has appointed any expert to undertake geophysical/ feasibility study on the production/exploration operation. If yes, please state name of the expert, appointment date as well as the summary of geophysical/ feasibility report. Please state also the time and place where such geophysical/ feasibility study report is available for inspection; f. details of the development activities including but not limited to, the expected commencement date of the production/exploration operation; and g. the expected production output for the next three (3) years, the annual compounded growth rate together with the bases and assumption. 11. The risks in relation to the production/exploration operation which could materially affect Protasco and what are the mitigating factors to minimise such risks. 12. Outlook of the oil and gas industry and to provide a description of your Company's future plans in light of the industry outlook. 13. It is noted that the full amount of purchase consideration of USD22 million was paid upon execution of the Restated SPA. In this regard, please provide rationale for your Company to agree to the term of payment as the norm of payment is to be made upon completion of the transaction or conditions precedents became unconditional. 14. Detailed information of PT Inovisi Infracom TBK, including but not limited to the following: a. date and place of incorporation; b. commencement date of business; c. name of directors and substantial shareholders together with their interests; d. principal activity and three (3) years historical financial information; and e. nature of shareholders' relationship with the Vendor and/or PT ASI. 15. To specify in full details 'all other outstanding issues raised by due diligence lawyers, consultants and technicians'. 16. Current extraction of oil and gas and whether, in the opinion of Board of Directors of Protasco, the target production of 7.2 million barrels of oil and 44.2 billion cubic feet of gas is achievable. 17. Basis in arriving at 66.5% interest in PT Haseba. 18. Source of fund for the Protasco Advance and whether the remaining shareholders of PT ASI will also make any advancement on a proportionate basis. If none, please provide the basis thereof. 19. A statement by Protasco on whether the Profit Guarantee of USD22 million is realistic, upon taking into consideration the historical performance and future prospects of PT ASI. 20. A statement to confirm whether the Proposed Acquisition signify diversification in operation to Protasco Group pursuant to paragraph 10.13 of Main Market Listing Requirements and the basis thereof. 21. A statement on whether the directors and/or major shareholders and/or person connected with a director or major shareholder have any interest, direct or indirect, in the acquisition and the nature and extent of their interests or an appropriate negative statement. Please furnish Bursa Securities with your reply within one (1) market day from the date hereof. Yours faithfully KHOO KAY KWAN Vice President, Issuers Listing Division Regulation HTH/BL copy to:- General Manager & Head, Market Surveillance, Securities Commission (via fax) |
We refer to our announcement dated 30 January 2014 and the letter from Bursa Malaysia Berhad dated 7 February 2014. We wish to furnish the additional information in relation to the Proposed Acquisition as attached. | |
Announcement Info
| Company Name | PROTASCO BERHAD |
| Stock Name | PRTASCO |
| Date Announced | 10 Feb 2014 |
| Category | General Announcement |
| Reference No | PP-140130-44872 |