Kuala Lumpur, 22 April 2024
Sapura Energy Berhad (“Sapura Energy” or “the Company”) today announced that its wholly owned subsidiary, Sapura Upstream Assets Sdn Bhd (“SUA”) has entered into a conditional Sale and Purchase Agreement (“SPA”) to divest its 50 percent equity interest in SapuraOMV Upstream Sdn Bhd (“SapuraOMV”) to TotalEnergies Holdings SAS (“TotalEnergies”).
SUA will receive from TotalEnergies a cash consideration of USD530.3 million (equivalent to approximately RM 2,534.5 million) for the transaction. Additionally, Sapura Energy will be relieved by TotalEnergies of a USD175 million obligation in respect of a financing facility extended by OMV Exploration & Production GmbH (“OMV E&P”) to SapuraOMV, in connection with the share subscription and restructuring exercise amongst SEB, OMV E&P, SapuraOMV, and SUA on January 31, 2019.
Consequently, the total disposal consideration for the transaction, encompassing both the cash payment of USD530.3 million and the release of the USD175 million obligation, amounts to USD705.3 million (equivalent to approximately RM 3,370.8 million).
Under the terms of the agreement, the acquisition is subject to regulatory approvals and customary closing adjustments. To account for regulatory approvals from certain jurisdictions, the closing is expected no later than the second half of 2025. Nevertheless, the management of both Sapura Energy and TotalEnergies are committed to expediting the completion of this transaction by year end.
Sapura Energy had actively pursued the divestment of its stake in SapuraOMV, in line with the restructuring exercise to address its unsustainable debt and outstanding payables. Net disposal proceeds will be utilized mainly to settle amounts owing to Sapura Energy’s relevant scheme creditors, including its Multi-Currency Financing lenders. The proposed divestment is expected to result in a net gain on disposal of approximately RM793 million upon its completion, enhancing the financial position of the Group.
“The Sapura Energy Board is fully supportive of the divestment, which when completed, would be a key milestone in our recovery plans for a long-term sustainable and viable future. This achievement underscores Sapura Energy’s commitment to deliver on our Reset plan,” said Sapura Energy Chairman Dato’ Mohammad Azlan Abdullah.
He also expressed satisfaction with the Management’s diligent approach to the divestment exercise, ensuring the selection and negotiation process was conducted with integrity and according to governance protocols.
Commenting on the transaction, Sapura Energy Group CEO Datuk Mohd Anuar Taib said, "We are pleased with the outcome of this divestment, which we believe is fair and equitable. With full ownership of SapuraOMV, we are confident that TotalEnergies will provide the right focus to further develop the growth potential of its assets. This portfolio rationalization marks our strategic shift away from the Exploration & Production business, as we enhance our core capabilities to deliver innovative solutions to the dynamic energy industry.”
Sapura Energy’s remaining core business segments are Engineering & Construction, Drilling, and Operations & Maintenance, with a collective Order Book of about RM6.6 billion.
SapuraOMV’s assets include a 40 percent operated interest in block SK408 and a 30 percent operated interest in block SK310, both situated offshore Sarawak, Malaysia. The development of the Jerun gas field within block SK408 remains on track for startup in the latter half of 2024. SapuraOMV also holds exploration licenses across strategic regions, including Malaysia, Australia, New Zealand, and Mexico.
Cautionary note: "Sapura Energy", "the group" and "the company" are used for convenience where references are made to Sapura Energy Berhad in general. Similarly, words like "we", "us" and "our" are used to refer to Sapura Energy Berhad in general or to those who work for the company and its subsidiaries, where relevant. This press release may contain forward-looking statements. All statements other than statements of historical facts included in this press release, including, without limitation, those regarding our financial position, financial estimates, business strategies, prospects, plans and objectives for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we will operate in the future. Such forward-looking statements reflect our current view with respect to future events and are not a guarantee of future performance. Forward-looking statements can be identified by the use of forward-looking terminology such as the words "may", "will", "would", "could", "believe", "expect", "anticipate", "intend", "estimate", "aim", "plan", "forecast" or similar expressions and include all statements that are not historical facts.