Thursday, March 31, 2011

Perisai Asked To Explain In Details Its Purchase Of Garuda Energy

Getting interesting!!

On Bursa website, it has been announced that Perisai had been rquested to furnish the investing market with the additional information in respect of their purchase of Garuda Energy (L) Ltd. ( refer to postings Perisai: Life Is Too Damn Good! and RHB Clarifies Its Statement On Perisai )

THE PROPOSED ACQUISITION BY PERISAI PETROLEUM TEKNOLOGI BERHAD ("PERISAI") OF 100% EQUITY INTEREST IN GARUDA ENERGY (L) LTD ("TARGET COMPANY") FOR A TOTAL PURCHASE CONSIDERATION OF USD70 MILLION TO BE SATISFIED BY WAY OF CASH AND THE ISSUANCE OF NEW ORDINARY SHARES OF PERISAI ("PROPOSED ACQUISITION") We refer to your Company's announcement dated 29 March 2011 in respect of the above matter. In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa Securities") with the following additional information for public release:-

1. The number of consideration shares to be issued.
2. The source of fund for the Proposed Acquisition and its breakdown.
3. The description of business carried on by Target Company.
4. The date of incorporation of Target Company.
5. The cost incurred by Target Company in converting Rubicone into a Mobile Offshore Production Unit.
6. The particulars of all liabilities, including contingent liabilities and guarantees to be assumed by Perisai arising from the Proposed Acquisition.
7. The names of Target Company's directors and substantial shareholders and their respective shareholdings.
8. The date Gryphon Energy (M) Sdn Bhd ("GEM") was awarded a contract to lease, operate and maintain a MOPU for a period of 2+1+1 years.
9. The basis in arriving at the expected revenue to be generated by GEM of approximately of USD25 million per annum .

10. The names of GEM's directors and substantial shareholders and their respective shareholdings.
11. Further clarification on the basis of arriving at the purchase consideration.
12. The justification for the issue price of RM0.65 per consideration share which is more than 10% discount of the current market price.

13. The details of the asset owned by the Target Company. 14. The original cost of investment and date of investment by the vendor in the Target Company.
15. Further clarification on the rationale for the acquisition of the Target Company from the vendor in view of the disposal of the Target Company to the vendor in 2010. 16. The details of the prospects of the Target Company. 17. The financial effects of the Proposed Acquisition including on earnings per share, net assets per share, gearing, share capital and substantial shareholding of Perisai.

18.The operational impact of the Proposed Acquisition on Perisai.
19. In view of the interest of Dato Dr. Mohamed Ariffin bin Hj Aton in the Proposed Acqusition as disclosed in the announcement, to clarify whether the transaction is a Related Party Transaction pursuant to Paragraph 10.08 of the Main Market Listing Requirements (" LR").

20. To also state the basis of the Board Directors’ recommendation to grant approval for Perisai to enter into the Term Sheet with the vendor (which material terms contained therein, shall be a binding agreement), taking into consideration the Board of Directors’ opinion as stated in Perisai’s announcement dated 10 May 2010 that the disposal of Garuda Energy (L) Ltd to Mr Nagendran Nadarajah was in the best interest of Perisai.
21. The highest percentage ratio applicable to the Proposed Acquisition pursuant to paragraph 10.02(g) of the LR.
22. All other relevant information as stipulated under Appendices 10A and 10C of the LR.

Please furnish Bursa Securities with your reply via an announcement within one (1) market day from the date hereof.

Yours faithfully
Head, Issuers Listing Division Regulation