Sapura Energy Berhad : CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (I) PROPOSED STRATEGIC PARTNERSHIP BETWEEN SAPURA ENERGY BERHAD ("SEB") AND OMV AKTIENGESELLSCHAFT ("OMV AG"), THROUGH SEB UPSTREAM SDN BHD ("SUP"), A JOINT VENTURE COMPANY INCORPORATED TO HOLD THE ENTIRE EQUITY INTEREST OF SAPURA UPSTREAM SDN BHD (FORMERLY KNOWN AS SAPURA EXPLORATION AND PRODUCTION SDN BHD) ("SUSB"), INVOLVING THE (A) ISSUANCE OF SUCH NUMBER OF ORDINARY SHARES REPRESENTING 50% OF THE ENLARGED ISSUED SHARE CAPITAL OF SUP TO

Date: 11 January 2019

Subject

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (I) PROPOSED STRATEGIC PARTNERSHIP BETWEEN SAPURA ENERGY BERHAD ('SEB') AND OMV AKTIENGESELLSCHAFT ('OMV AG'), THROUGH SEB UPSTREAM SDN BHD ('SUP'), A JOINT VENTURE COMPANY INCORPORATED TO HOLD THE ENTIRE EQUITY INTEREST OF SAPURA UPSTREAM SDN BHD (FORMERLY KNOWN AS SAPURA EXPLORATION AND PRODUCTION SDN BHD) ('SUSB'), INVOLVING THE (A) ISSUANCE OF SUCH NUMBER OF ORDINARY SHARES REPRESENTING 50% OF THE ENLARGED ISSUED SHARE CAPITAL OF SUP TO OMV EXPLORATION & PRODUCTION GMBH, A WHOLLY-OWNED SUBSIDIARY OF OMV AG, FOR A TOTAL CONSIDERATION OF UP TO USD625 MILLION (OR EQUIVALENT TO APPROXIMATELY RM2,600 MILLION); AND (B) REPAYMENT OF AN AMOUNT OWING BY SUSB AND ITS SUBSIDIARIES TO SEB AND ITS SUBSIDIARIES OF USD350 MILLION (OR EQUIVALENT TO APPROXIMATELY RM1,456 MILLION) IN CASH, RESULTING IN A TOTAL CASH PROCEEDS OF UP TO USD975 MILLION (OR EQUIVALENT TO APPROXIMATELY RM4,056 MILLION), SUBJECT TO ADJUSTMENTS; AND (II) PROPOSED PROVISION OF FINANCIAL ASSISTANCE BY SEB AND ITS SUBSIDIARIES TO SUP AND/OR ITS SUBSIDIARIES IN THE FORM OF CORPORATE GUARANTEES, UNDERTAKINGS AND/OR SECURITIES

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