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发表于 11-12-2020 05:45 AM
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Entitlement subject | Interim Dividend | Entitlement description | Second Tax Exempt Dividend of 7 sen per ordinary share | Ex-Date | 27 Aug 2020 | Entitlement date | 28 Aug 2020 | Entitlement time | 5:00 PM | Financial Year End | 31 Dec 2020 | Period |
| | Share transfer book & register of members will be | to closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 15 Sep 2020 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 28 Aug 2020 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0700 |
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发表于 13-12-2020 08:33 AM
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本帖最后由 icy97 于 21-7-2021 09:56 AM 编辑
Type | Announcement | Subject | OTHERS | Description | MISC BERHAD ("MISC" or "the Company")- Acceptance of Letter of Intent | The Board of Directors of MISC wishes to announce that the Company has accepted a Letter of Intent (“LOI”) from Petróleo Brasileiro S.A. (“Petrobras”), for the provision of: (i) a floating production storage and offloading facility (“Mero 3 FPSO”) located offshore Rio de Janeiro in the Libra block, Santos Basin, Brazil; and (ii) operation and maintenance services during the charter phase of Mero 3 FPSO.
Pursuant to the LOI, the term of the charter is 22.5 years from the date of final acceptance of the Mero 3 FPSO by Petrobras. The Mero 3 FPSO is expected to commence operation in the first half of 2024.
The Mero field is owned by the Libra Consortium. The Libra Consortium is led by Petrobras with a 40% interest in partnership with Shell Brasil Petróleo Ltda. (20%), Total E&P do Brasil Ltda. (20%), CNODC Brasil Petróleo e Gás Ltda. (10%), CNOOC Petroleum Brasil Ltda. (10%) and Empresa Brasileira de Administração de Petróleo e Gás Natural S.A. – Pré-Sal Petróleo S.A. (PPSA) (0%, as manager of the production sharing agreement).
Petrobras, headquartered in Rio de Janeiro, Brazil is an international energy company operating on an integrated basis and specialising in the oil, natural gas and energy industry.
The contracts contemplated under the LOI (the “Contracts”) do not have any effect on the issued and paid up share capital and substantial shareholding in MISC. The Contracts are also not expected to have any material impact to the gearing and net assets per share of MISC Group for the financial year ending 31 December 2020. However, the Contracts are expected to contribute positively towards the earnings of MISC Group for the financial year ending 31 December 2020.
The risk factors affecting the LOI include changes in economic, political and regulatory environment, and operational risks, which are adequately mitigated by the terms and conditions of the contracts.
None of the directors or substantial shareholders of MISC or persons connected to them have any interest, direct or indirect, in the LOI.
This announcement is dated 17 August 2020.
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SUMMARY OF KEY FINANCIAL INFORMATION
30 Sep 2020 |
| INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 30 Sep 2020 | 30 Sep 2019 | 30 Sep 2020 | 30 Sep 2019 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 2,059,500 | 2,147,800 | 6,759,600 | 6,587,200 | | 2 | Profit/(loss) before tax | 281,200 | 287,500 | -678,200 | 1,248,600 | | 3 | Profit/(loss) for the period | 260,400 | 270,900 | -726,300 | 1,188,800 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 258,300 | 266,100 | -599,000 | 1,176,400 | | 5 | Basic earnings/(loss) per share (Subunit) | 5.80 | 6.00 | -13.40 | 26.40 | | 6 | Proposed/Declared dividend per share (Subunit) | 7.00 | 7.00 | 21.00 | 21.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 7.3900 | 7.7800
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Entitlement subject | Interim Dividend | Entitlement description | Third Tax Exempt Dividend of 7 sen per ordinary share | Ex-Date | 02 Dec 2020 | Entitlement date | 03 Dec 2020 | Entitlement time | 5:00 PM | Financial Year End | 31 Dec 2020 | Period |
| | Share transfer book & register of members will be | to closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 15 Dec 2020 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 03 Dec 2020 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0700 |
Date of change | 01 Jan 2021 | Name | DATUK ABU HURAIRA BIN ABU YAZID | Age | 67 | Gender | Male | Nationality | Malaysia | Type of change | Redesignation | Previous Position | Independent Director | New Position | Chairman | Directorate | Independent and Non Executive |
QualificationsNo | Qualifications | Major/Field of Study | Institute/University | Additional Information | | 1 | Degree | Economics (Business Management) | University of Malaya | |
Working experience and occupation | 9 October 2020 - CurrentIndependent Non-Executive Director, MISC BerhadMarch 2020 - CurrentChairman, Pusat Rehab PERKESO Sdn. Bhd.February 2010 - February 2016Independent Non-Executive Director, United Overseas Bank (M) Bhd. (UOB Bank) Chairman, Board Risk Management Committee, UOB BankChairman, Board Remuneration Committee, UOB BankMember, Board Audit Committee, UOB BankMember, Board Nomination Committee, UOB BankAugust 2009 - August 2017Chairman, Social Security Organisation (SOCSO). Chairman, Investment Panel, SOCSOChairman, Board Committees, SOCSOOctober 2001 - July 2009 Executive Director, Pos Malaysia Berhad.2000 - 2004 Chief Executive Officer, National Savings Bank.1991 - 2000 General Manager, Public Bank Berhad. 1988 - 1991 Vice-President, Citibank Berhad1986 - 1988 Vice-President, Chase Manhattan (now known as JP Morgan Chase)1976 - 1986 Head of Maybank card business, Maybank |
Particulars of substantial Securities HolderName | PETROLIAM NASIONAL BERHAD (PETRONAS) | Address | Tower 1, PETRONAS Twin Towers,
Kuala Lumpur City Centre,
Kuala Lumpur
50088 Wilayah Persekutuan
Malaysia. | Company No. | 197401002911 (20076-K) | Nationality/Country of incorporation | Malaysia | Descriptions (Class) | Ordinary Shares |
Details of changesNo | Date of change | No of securities | Type of Transaction | Nature of Interest | | 1 | 11 Dec 2020 | 292,600,000 | Disposed | Direct Interest | Name of registered holder | PETROLIAM NASIONAL BERHAD (PETRONAS) | Address of registered holder | Tower 1, PETRONAS Twin Towers, Kuala Lumpur City Centre, 50088 Kuala Lumpur | Description of "Others" Type of Transaction | |
Circumstances by reason of which change has occurred | Disposed off by way of private placement | Nature of interest | Direct Interest | Direct (units) | 2,276,583,900 | Direct (%) | 51 | Indirect/deemed interest (units) |
| | Indirect/deemed interest (%) |
| | Total no of securities after change | 2,276,583,900 | Date of notice | 11 Dec 2020 | Date notice received by Listed Issuer | 11 Dec 2020 |
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发表于 29-12-2021 07:20 AM
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SUMMARY OF KEY FINANCIAL INFORMATION
30 Sep 2021 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 30 Sep 2021 | 30 Sep 2020 | 30 Sep 2021 | 30 Sep 2020 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 2,691,800 | 2,059,500 | 7,586,500 | 6,759,600 | | 2 | Profit/(loss) before tax | 402,100 | 281,200 | 1,342,500 | -678,200 | | 3 | Profit/(loss) for the period | 391,300 | 260,400 | 1,311,000 | -726,300 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 401,000 | 258,300 | 1,369,600 | -599,000 | | 5 | Basic earnings/(loss) per share (Subunit) | 9.00 | 5.80 | 30.70 | -13.40 | | 6 | Proposed/Declared dividend per share (Subunit) | 7.00 | 7.00 | 21.00 | 21.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 7.6200 | 7.2300
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发表于 29-12-2021 07:20 AM
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Entitlement subject | Interim Dividend | Entitlement description | Third Tax Exempt Dividend of 7 sen per ordinary share | Ex-Date | 02 Dec 2021 | Entitlement date | 03 Dec 2021 | Entitlement time | 5:00 PM | Financial Year End | 31 Dec 2021 | Period |
| | Share transfer book & register of members will be | to closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 14 Dec 2021 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 03 Dec 2021 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0700 | |
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发表于 3-10-2022 08:55 AM
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Type | Announcement | Subject | OTHERS | Description | MISC BERHAD ("MISC" or "the Company") - Award of Contract | The Board of Directors of MISC wishes to announce that the Company, through its vessel-owning entities, namely Polaris LNG Three Pte. Ltd. ("Polaris 3") and Polaris LNG Four Pte. Ltd. (“Polaris 4”), has signed two (2) Time Charter Parties (“TCPs”) with Exxon Mobil Corporation’s wholly owned subsidiary, SeaRiver Maritime LLC. (“SeaRiver”), for the time charter of two (2) newbuild Liquefied Natural Gas Carriers (“the Vessels”) for operations in international waters.
Pursuant to the TCPs, the Vessels will be chartered by SeaRiver for a firm period of 10 years. The charters for the Vessels are expected to commence in 2026.
Polaris 3 and Polaris 4 are both private companies limited by shares incorporated in Singapore with issued and paid-up capital of USD10.00 divided into 10 ordinary shares and are indirect wholly owned subsidiaries of MISC.
SeaRiver, headquartered in Spring, Texas, United States, is a wholly owned subsidiary of ExxonMobil.
The TCPs do not have any effect on the issued and paid up share capital and substantial shareholding in MISC. The TCPs are also not expected to have any material impact to the earnings per share, gearing and net assets per share of the MISC Group for the financial year ending 31 December 2022.
The risk factors affecting the TCPs include commercial, project execution, country and operational risks, which the MISC Group will take appropriate measures to mitigate.
None of the directors or substantial shareholders of MISC or persons connected to them have any interest, direct or indirect, in the TCPs.
This announcement is dated 30 September 2022.
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发表于 8-9-2023 08:56 AM
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发表于 2-4-2024 02:42 AM
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Type | Announcement | Subject | OTHERS | Description | MISC BERHAD ("MISC" or "the Company")- Award of Contract: Three (3) Liquefied Natural Gas ("LNG") Carriers on Long Term Contract with QatarEnergy | The Board of Directors of MISC wishes to announce that the Company’s indirect wholly-owned subsidiaries, namely Polaris LNG Five Pte. Ltd. ("Polaris 5"), Polaris LNG Six Pte. Ltd. ("Polaris 6") and Polaris LNG Seven Pte. Ltd. (“Polaris 7”), have signed Time Charter Parties (“TCPs”) with QatarEnergy for the time charter of three (3) newbuild LNG Carriers (“the Vessels”) to be built by Samsung Heavy Industries Co. Ltd. (SHI).
Pursuant to the TCPs, the Vessels will be chartered by QatarEnergy for a firm period of 15 years from 2026 onwards.
Polaris 5, Polaris 6 and Polaris 7 are private companies limited by shares and their principal activities are owning and operating LNG ships for transportation of LNG.
QatarEnergy is the state-owned energy company in the State of Qatar, and is involved in exploration, production, refining, transport, and storage of oil and gas.
The TCPs do not have any effect on the issued and paid-up share capital and substantial shareholding in MISC. The TCPs are also not expected to have any material impact to the earnings per share, gearing and net assets per share of the MISC Group for the financial year ending 31 December 2024.
From MISC’s perspectives, the risk factors affecting the TCPs include commercial, project execution, country and operational risks, which MISC Group will take appropriate measures to mitigate.
None of the directors or substantial shareholders of MISC or persons connected to them have any interest, direct or indirect, in the TCPs.
This announcement is dated 1 April 2024. |
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发表于 21-5-2024 01:10 AM
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Type | Announcement | Subject | OTHERS | Description | MISC BERHAD ("MISC" or "the Company")- Time Charter Party Contracts for two Ammonia Dual-Fuel Aframaxes | 1.0 INTRODUCTION
The Board of Directors of MISC Berhad (“MISC”) wishes to announce that the Company’s wholly-owned subsidiary, AET Tanker Holdings Sdn. Bhd. (“AET”), through its vessel-operating entity AET Tankers Pte. Ltd. has entered into two (2) Time Charter Party Contracts (“TCPs”) with PETCO Trading Labuan Company Ltd (“PTLCL”), a wholly-owned subsidiary of Petroliam Nasional Berhad (“PETRONAS”), for two (2) ammonia dual-fuel Aframaxes (tankers with a deadweight of between 80,000 and 120,000 tonnes) (“Vessels”).
2.0 INFORMATION ON THE PARTIES
PTLCL was incorporated on 17 October 2008 in Malaysia and is a wholly-owned subsidiary of PETRONAS. Its principal activities are marketing, sourcing, trading, and processing of crude oil, petroleum products and marine fuel oil.
AET was incorporated on 13 April 2005 and provides global energy logistics solutions. It has offices and presence in Singapore, Malaysia, United States of America, United Kingdom, Brazil, Norway and Uruguay.
3.0 EFFECTS OF THE TCPs
The TCPs do not have any effect on the issued and paid-up share capital and substantial shareholding in MISC. The TCPs are also not expected to have any material impact to the earnings per share, gearing and net assets per share of the MISC Group for the financial year ending 31 December 2024.
4.0 RISK FACTORS
The risk factors affecting the TCPs include changes in economic, political and regulatory environment, and operational risks, which are adequately mitigated by the terms and conditions of the TCPs.
The contents for this announcement are in accordance with the terms of the TCPs, which the Company has received the approval for the release of announcement today, from PTLCL.
5.0 INTERESTS OF DIRECTORS AND/OR PERSONS CONNECTED TO THEM
Save for the Non-Independent Non-Executive Directors of MISC (“Interested Directors”), none of the other directors of MISC and/or persons connected with the directors have any interest, direct or indirect, in the TCPs.
6.0 DIRECTORS’ STATEMENT
The Board of Directors (save for the Interested Directors), is of the view that the TCPs are in the best interest of MISC, fair, reasonable and on normal commercial terms and not detrimental to the interest of MISC and minority shareholders of MISC.
This announcement is dated 22 April 2024. |
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发表于 19-8-2024 04:52 PM
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本帖最后由 icy97 于 19-8-2024 05:02 PM 编辑
Date of change | 15 Aug 2024 | Name | CAPTAIN RAJALINGAM A/L SUBRAMANIAM | Age | 58 | Gender | Male | Nationality | Malaysia | Type of change | Resignation | Designation | Group Chief Executive Officer | Reason | To pursue other interest |
Date of change | 16 Aug 2024 | Name | ENCIK ZAHID BIN OSMAN | Age | 52 | Gender | Male | Nationality | Malaysia | Designation | Group Chief Executive Officer | Directorate | Executive | Type of change | Appointment |
QualificationsNo | Qualifications | Major/Field of Study | Institute/University | Additional Information | | 1 | Masters | Business Administration | University of Chicago Booth School of Business, United States of America (USA) | | | 2 | Degree | Industrial Economics | University of Nottingham, United Kingdom | | | 3 | Others | Management Programme in Strategy Creation | Columbia Business School, USA | |
Working experience and occupation | Encik Zahid Osman joined MISC Berhad in 2017 as the Vice President of Gas Assets & Solutions and moved on to a new role as the Vice President of Corporate Planning in 2022. He sits on the boards of several subsidiaries and joint venture companies within the MISC Group. He was appointed as a Director on the Board of AET Pte. Ltd. (AET) in January 2020 and subsequently was appointed as President & Chief Executive Officer (CEO) of AET effective 1 June 2023. Encik Zahid Osman was appointed as the Chief Operating Officer of MISC Group effective 1 June 2024, while continuing in his capacity as the President and CEO of AET. Prior to MISC Berhad, Encik Zahid Osman was with the Shell Group of Companies for over 20 years. At Shell, Encik Zahid Osman held management roles in finance, LNG marketing and trading, business development, commercial, upstream production sharing contract, stakeholder management, joint venture governance, gas advocacy and project management in upstream, downstream, integrated gas and trading business. His last held appointment at Shell was Vice President of Venture Development at Shell Integrated Gas and New Energies.Encik Zahid Osman currently serves as the Chairman of Advisory Panel for Malaysia Women in Energy (MyWiE). |
Type | Announcement | Subject | OTHERS | Description | MISC BERHAD ("MISC" or "the Company") - Changes in Boardroom | The Board of Directors of MISC ("MISC Board") wishes to announce that Captain Dr. Rajalingam a/l Subramaniam will be stepping down from his role as the President & Group Chief Executive Officer of MISC Group on 15 August 2024.
Captain Dr. Rajalingam started his career in 1984 at sea before coming ashore in the year 1996 and has since held various positions and leadership roles in the MISC Group, which included Vice President Fleet Management Services in 2008 before being appointed as the President & Chief Executive Officer of AET Group in January 2016. Captain Dr. Rajalingam was appointed as President & Group Chief Executive Officer for MISC Group since October 2022 and after a fulfilling career spanning more than 40 years, Captain Dr. Rajalingam has opted to resign and pursue his other interests.
During his tenure as the President & Group Chief Executive Officer of MISC Berhad, Captain Dr. Rajalingam’s leadership and dedication has contributed to MISC Group’s growth to-date.
Beyond his leadership roles in the MISC Group, Captain Dr. Rajalingam also serves the global maritime industry in various capacities including as Board Member of Gard P&I and Executive Committee Member of the International Association of Independent Tankers Owners and has received numerous awards for his active service in the international maritime industry. He is also an active member of International Chamber of Shipping’s shaping the future taskforce. Captain Dr. Rajalingam was awarded an Honorary Doctorate by the Netherlands Maritime University College (NMUC). He is an honorary commander in the Royal Malaysian Navy, a position he has held since 2009. He was awarded the National Seafarers Icon 2017 by Malaysia Marine Department and 2018 Tanker Shipping & Trade Industry Leader Recognition.
The MISC Board records its thanks to Captain Dr. Rajalingam for his years of exemplary service in the MISC Group.
Concurrently, the MISC Board is pleased to announce the appointment of En. Zahid Osman as the new President & Group Chief Executive Officer of MISC Group with effect from 16 August 2024 in accordance with MISC’s succession planning process.
En. Zahid Osman has been with MISC Group since 2017 where he joined the organization as the Vice President of Gas Assets & Solutions and moved on to a new role as the Vice President of Corporate Planning in 2022. En. Zahid Osman also sits on the boards of several subsidiaries and joint venture companies within the MISC Group and as a Director on the Board of AET since January 2020 before being appointed as President & Chief Executive Officer of AET effective 1 June 2023. En. Zahid Osman was appointed as the Chief Operating Officer of MISC Group effective 1 June 2024, while continuing in his capacity as the President and CEO of AET.
Prior to MISC Berhad, En. Zahid Osman was with the Shell Group of Companies for over 20 years. At Shell, En. Zahid Osman had held management roles in finance, LNG marketing and trading, business development, commercial, upstream production sharing contract, stakeholder management, joint venture governance, gas advocacy and project management in upstream, downstream, integrated gas and trading business. His last held appointment at Shell was Vice President of Venture Development at Shell Integrated Gas and New Energies.
At the industry level, En. Zahid Osman is currently the Chairman of the Advisory Panel at Malaysia Women in Energy (MyWiE).
The Board of Directors and the Management of MISC are grateful for Captain Dr. Rajalingam’s contributions to the organization and the industry.
This announcement is dated 5 August 2024.
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发表于 3-9-2024 11:45 AM
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SUMMARY OF KEY FINANCIAL INFORMATION
30 Jun 2024 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 30 Jun 2024 | 30 Jun 2023 | 30 Jun 2024 | 30 Jun 2023 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 3,329,400 | 3,549,600 | 6,967,700 | 6,628,300 | | 2 | Profit/(loss) before tax | 588,300 | 339,200 | 1,359,400 | 966,800 | | 3 | Profit/(loss) for the period | 571,300 | 321,900 | 1,325,100 | 932,900 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 540,900 | 452,900 | 1,300,800 | 1,065,800 | | 5 | Basic earnings/(loss) per share (Subunit) | 12.10 | 10.10 | 29.10 | 23.90 | | 6 | Proposed/Declared dividend per share (Subunit) | 8.00 | 10.00 | 16.00 | 17.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 9.1300 | 8.8000
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发表于 3-9-2024 11:49 AM
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Entitlement subject | Interim Dividend | Entitlement description | Second Tax Exempt Dividend of 8 sen per ordinary share | Ex-Date | 06 Sep 2024 | Entitlement date | 09 Sep 2024 | Entitlement time | 5:00 PM | Financial Year End | 31 Dec 2024 | Period |
| | Share transfer book & register of members will be | to closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 26 Sep 2024 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 09 Sep 2024 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0800 | |
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发表于 17-9-2024 05:43 PM
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Type | Announcement | Subject | OTHERS | Description | MISC BERHAD ("MISC" or the "Company")- Proposed Acquisition of 49% Equity Interest in the Joint Venture Companies of FPSO Kikeh by MISC OBU One (L) Pte. Ltd., a wholly-owned indirect subsidiary of MISC. - Proposed Divestment of 49% Equity Interest in the Joint Venture Companies of FPSO Espirito Santo of MISC Offshore Holdings (Brazil) Sdn. Bhd., a wholly-owned subsidiary of MISC, to SBM Holding Inc. S.A. | 1.0 INTRODUCTION
The Board of Directors of MISC Berhad (“MISC”) wishes to announce that the following subsidiaries had, on 6 September 2024, entered into Share Sale and Purchase Agreements (“SPA”) with SBM Holding Inc. S.A. (“SBM”) to effect the acquisition of SBM’s 49% equity interest in FPSO Kikeh and the divestment of MISC’s 49% equity interest in FPSO Espirito Santo via the following transactions:
1.1 Acquisition of SBM’s 49% equity interest in Malaysian Deepwater Floating Terminal (Kikeh) Limited (“MDFT”) and Malaysian Deepwater Production Contractors Sdn. Bhd. (“MDPC”) each by MISC OBU One (L) Pte. Ltd. (“MISC OBU One”), a wholly-owned indirect subsidiary of MISC (“Acquisition”).
1.2 Divestment by MISC Offshore Holdings (Brazil) Sdn. Bhd. (“MOHB”), a wholly owned direct subsidiary of MISC, of 49% equity interest each in Brazilian Deepwater Production B.V. (“BDPBV”), Brazilian Deepwater Production Contractors Ltd. (“BDPC”), Brazilian Deepwater Production Ltd. (“BDPL”) and Brazilian Deepwater Floating Terminals Ltd (“BDFT”) to SBM (“Divestment”).
Both the Acquisition and the Divestment are hereinafter referred to as the “Proposed Transactions”.
Upon completion of the Acquisition, MDFT and MDPC will become wholly-owned subsidiaries of MISC, whilst upon completion of the Divestment, BDPBV, BDPC, BDPL and BDFT will cease to be joint-venture companies of MISC.
2.0 INFORMATION ON THE PARTIES
2.1 MDFT is a limited liability company incorporated under the laws of Labuan and MDPC is a limited liability company incorporated under the laws of Malaysia. Both companies are joint venture companies set up for the purpose of owning, chartering and operating FPSO Kikeh. MISC and SBM respectively have a 51% equity interest and a 49% equity interest in each entity.
2.2 BDPC, BDPL and BDFT are companies incorporated under the laws of Bermuda, while BDPBV is a company incorporated under the laws of Netherlands. All the four companies are joint venture companies set up for the purpose of constructing, owning, chartering and operating FPSO Espirito Santo. MOHB and SBM respectively have a 49% and 51% equity interest in each entity.
2.3 MISC OBU One is a limited liability company incorporated under the laws of Labuan and MOHB is a limited liability company incorporated under the laws of Malaysia. The principal activity of MISC OBU One and MOHB respectively is investment holding for entities constructing, owning, chartering and operating Floating Production Storage and Offloading (“FPSO”) units.
2.4 SBM is a subsidiary of SBM Offshore N.V. which is listed on the Amsterdam Stock Exchange.
3.0 PROPOSED TRANSACTIONS
3.1 The Proposed Transactions are in line with MISC’s initiative to streamline business activities by having full operational control of strategic assets within its portfolio.
3.2 The Proposed Transactions are not subject to the approval of the shareholders of MISC. The Proposed Transactions are subject to the fulfilment or waiver of certain conditions precedent, including regulatory approvals where relevant. Completion of the Proposed Transactions is currently targeted for January 2025, or such other date as may be mutually agreed upon between the parties.
4.0 EFFECTS OF THE PROPOSED TRANSACTIONS
The Proposed Transactions will not have any effect on the share capital and shareholding of substantial shareholders of MISC. The Proposed Transactions are also not expected to have any material impact to the earnings per share, gearing and net assets per share of the MISC Group for the financial year ending 31 December 2024.
5.0 INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM
None of the directors and/or major shareholders of MISC and/or persons connected with the directors and/or major shareholders have any interest, direct or indirect, in the Proposed Transactions.
6.0 DIRECTORS’ STATEMENT
The Board of Directors, having considered all aspects of the Proposed Transactions, are of the view that the Proposed Transactions are in the best interest of MISC.
This announcement is dated 6 September 2024.
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发表于 2-10-2024 11:36 AM
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Type | Announcement | Subject | OTHERS | Description | MISC BERHAD ("MISC" or the "Company")- Provision of Long-Term Liquefied Natural Gas ("LNG") Shipping Services to PETRONAS LNG Sdn. Bhd. | 1.0 INTRODUCTION
1.1 The Board of Directors of MISC Berhad (“MISC”) wishes to announce that MISC and Samsung Heavy Industries Co. Ltd. (“SHI”) have signed shipbuilding contracts for the construction of two (2) newbuild LNG carriers (“New LNGCs”). The New LNGCs will be delivered in 2027. In parallel, MISC has signed a letter of intent (“LOI”) with PETRONAS LNG Sdn. Bhd. (“PLSB”) for the provision of long-term LNG shipping services to PLSB and/or its subsidiaries which involves the time charter of the New LNGCs. Concurrently, both MISC and PLSB have agreed to the early termination of the time charters of three (3) existing steam LNG carriers, Seri Ayu, Seri Angkasa and Seri Begawan (“Seri AAB”) as well as entering into time charters for two (2) LNG carriers, Seri Alam and Seri Amanah (“Seri AA”) upon expiry of their existing time charters. The LOI sets out the salient terms and conditions in relation to the transactions which will form the basis for the finalisation and execution of definitive agreements.
1.2 MISC will incorporate new wholly owned subsidiaries to own the New LNGCs (“SPVs”).
2.0 INFORMATION ON THE TRANSACTIONS
2.1 The SPVs will enter into time charters with PETRONAS LNG Ltd (“PLL”) for the charter of the New LNGCs for a firm period of 15 years from 2027 (“Transaction 1”).
2.2 The New LNGCs support the strategic intent of rejuvenating MISC’s LNG fleet with modern and efficient vessels towards achieving reduction of greenhouse gas emissions and intensity by 2030.
2.3 In consideration of Transaction 1, the time charters for Seri AAB will be terminated and Seri AAB will be redelivered on the 20th year anniversary of their respective time charters in 2027/2028 and in return, MISC will receive monetary compensation from PLSB (“Transaction 2”).
2.4 Concurrently with Transaction 1 and Transaction 2, MISC and PLSB have agreed to enter into time charters of Seri AA upon expiry of their existing time charters (in 2025 and 2026) until 31 March 2028 (“Transaction 3”).
(Transaction 1, Transaction 2 and Transaction 3 shall collectively be referred to as “Transactions”).
2.5 The risk factors affecting the Transactions include commercial, project execution and operational risks, which MISC Group will take appropriate measures to mitigate.
2.6 The Transactions are not subject to the approval of the shareholders of MISC nor any governmental authorities.
3.0 INFORMATION ON THE PARTIES
3.1 PLSB is a limited liability company incorporated under the laws of Malaysia. Its principal activities consist of investment holding, provision of management services, and chartering of LNG vessels. PLSB is also involved in trading in the spot market and supplying LNG through its subsidiaries. It is a wholly owned subsidiary of Petroliam Nasional Berhad (“PETRONAS”).
3.2 PLL is a limited liability company incorporated under the laws of Labuan. Its principal activity is in the buying and selling of LNG, the chartering of LNG vessels and the transport and supply of LNG and is a wholly owned subsidiary of PLSB.
3.3 SHI is a limited liability company incorporated under the laws of South Korea. Its principal activity is the design, engineering, and construction of large ships, including tankers, container vessels, gas related vessels such as LNG carriers, Liquified Petroluem Gas (LPG) and Ammonia carriers, Liquified Carbon Dioxide (LCO2) carriers, and total Engineering Procurement Construction (EPC) solution provider for offshore portfolio such as Floating Liquified Natural Gas (FLNG), Floating Production, Storage and Offloading (FPSO), Fixed Platforms, etc.
4.0 EFFECTS OF THE TRANSACTIONS
The Transactions do not have any effect on the share capital and shareholding of substantial shareholders of MISC.
The Transactions are also not expected to have any material impact to the earnings per share, gearing and net assets per share of the MISC Group for the financial year ending 31 December 2024.
5.0 INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM
Save for all the Non-Independent Non-Executive Directors and Executive Director of MISC (“Interested Directors”) as well as PETRONAS (being a major shareholder of MISC, and sole shareholder of PLSB), none of the directors and/or major shareholders of MISC and/or persons connected with the directors and/or major shareholders have any interest, direct or indirect, in the Transactions.
6.0 DIRECTORS’ STATEMENT
The Board of Directors (save for the Interested Directors), having considered all aspects of the Transactions, is of the view that the Transactions are in the best interest of MISC, fair, reasonable and on normal commercial terms and not detrimental to the interest of MISC and minority shareholders of MISC.
This announcement is dated 1 October 2024.
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