Strictly Private & Confidential

Fact Sheet

IPO of Sona Petroleum Berhad (Sona Petroleum or Company)

Company Overview
Sona Petroleum Berhad (Sona or the Company) is a SPAC which is formed for the acquisition of assets (Qualifying
Acquisition) in the Exploration & Production (E&P) phases of the oil and gas (O&G) value chain. The Company was formed
by a group of O&G veterans who are senior executives with extensive technical expertise, operational experience across the
E&P phases as well as experience in the management of significant global O&G companies and businesses in the O&G industry.
IPO Structure
IPO Price: RM0.50 per Share
Fundraising Size: up to RM550m
Listing: Main Market of Bursa Securities
Free detachable warrants (1 Warrant for every 1 Sona Petroleum share subscribed at IPO)
Enlarged share capital upon Listing: up to 1,410,714,300 Shares
Initial Public Offering
1,100,000,000 shares (78% of enlarged share capital)
Retail Offering

Institutional Offering

141,000,000 shares (10% of enlarged share capital)

50%
50%

Up to 959,000,000 shares (68% of enlarged share capital)

Up to 176,340,000 to MITI
approved Bumiputera Investors
12.5% of enlarged share capital

Bumiputera
Non-Bumiputera

Up to 782,660,000 to Malaysian
& foreign institutional investors
55.5% of enlarged share capital

Salient Terms of Free Detachable Warrants

Exercise Price

RM0.35 per Warrant

Exercise Period

Warrants can be exercised anytime during the period commencing from and
inclusive of the date of completion of QA until the Expiry Date

Exercise Rights

Each Warrant shall entitle the holder to subscribe for 1 new Share at the
Exercise Price during the Exercise Period

n
n

5 years from Listing if QA is completed within 3 years from Listing (Permitted

Timeframe) OR
3 years from Listing if QA is not completed within the Permitted Timeframe

Main Market of Bursa Malaysia Securities

Expiry Date
Listing

Utilisation of IPO Proceeds

Minimum Scenario

Maximum Scenario

Purpose

Expected Timeframe from Listing

RM000

RM000

Acquisition of asset(s)

Within 3 years

135,000

495,000

Working Capital

Within 3 years

19,073

46,616

Estimated Listing Expenses

Within 1 month

8,749

21,206

162,822*

562,822^

Gross Proceeds

Notes: *Minimum Scenario: based on fundraising size of RM150m at IPO which is the minimum amount to be raised by a SPAC as required by the SC in the
Equity Guidelines. Gross proceeds of RM162,822,000 include proceeds from Management Team (via Platinum Autumn) of RM2,822,000 and Initial Investors of
RM10,000,000 (Management and Initial Investors portion) ^ Maximum Scenario: based on fundraising size of RM550m. Gross proceeds include
management team and Initial Investors portion.

Lock-Up by Management Team & Initial Investors

Management Team
Initial Investors

Sale of Shares & warrants can only be done upon completion of the QA on a staggered basis
at a maximum of 50% in the 1st year after QA and remaining 50% in the 2nd year after QA.
Sale of shares can only be done upon completion of the QA. No restriction imposed on the
warrants. Initial Investors may sell the warrants in the market upon listing.

Strictly Private & Confidential

Fact Sheet

IPO of Sona Petroleum Berhad (Sona Petroleum or Company)

Acquisition of Assets
Regions of
Interest

Target
Assets

Desired Portfolio

30% Exploration, 70% Production

Rate of Return

Minimum Internal Rate of Return of 15%

Type of Interest

To acquire controlling rights/equity interests in target asset(s)

RESOURCES/RESERVES

Exploration

Prospective resources between 100

400 million bbl

Development
/Production

Proved reserves/contingent resources

between 5 30 million bbl

Assets which IOCs, NOCs and large Independents no longer find strategic due to factors such as sub-optimal size of the
assets, and shift in focus and portfolio of the companies
Operators in need of financing for exploration, development and production

Opportunities

Type of Asset

Type of target resources

Exploration

Prospective resources

Development

Contingent resources

Production

ASSETS

Reserves

Key Criteria

Onshore and offshore shallow water depths (<120 m)

Proven basin
Availability of preliminary drilling plan

Onshore and offshore shallow water depths (<120 m)

Newly discovered oil fields requiring further appraisal
Oil fields in advance stage of appraisal

Onshore and offshore shallow water depths (<120 m)

Oil fields with approved Field Development Study and Plan (FDP) but where
production has not commenced
Oil fields currently in production

Why Sona Petroleum?

Direct exposure to
the E&P segment of
the O&G industry

Highly experienced
management team
with proven track
record in the entire
O&G value chain

Most affordable
SPAC in Malaysia
Investor Protection
Opportunity to
invest with limited
downside risk

The upstream segment (exploration and production) is the most lucrative part of the O&G value
chain. Majority of the companies listed on Bursa Malaysia are in the downstream segment of the
O&G value chain.
Investors will be able to tap on Sona Petroleum management teams expertise to acquire the QA.
Combined experience of ~ 300 years in the O&G industry.
Strong synergy among management team members who have previously worked together in O&G
companies.
Extensive network and strong business relationships with regulators, industry players and local
governments in various O&G producing regions which have developed through the following:
Involvement in the operations of NOCs (e.g. PETRONAS, Abu Dhabi National Oil Company and
Qatar Petroleum), integrated/international oil companies (e.g. Royal Dutch Shell) and E&P
services providers (e.g. Baker Hughes group of companies); and
Work experience in various oil and gas producing nations such as Malaysia, Brunei, Indonesia,
Myanmar, Vietnam, Abu Dhabi, Syria, Qatar, Iran, Egypt, Sudan, Algeria, Pakistan and China.

The IPO price of Sona Petroleum is the lowest at RM0.50 per share as compared to Hibiscus
Petroleum Berhad and CLIQ Energy Berhad at RM0.75 per share.

90% of the IPO proceeds will be held in an interest bearing trust/escrow account by Deutsche
Trustee for the purpose of acquiring the Qualifying Acquisition (QA).

In the event Sona Petroleum fails to complete the QA successfully within the Permitted Timeframe
of 3 years, investors will be able to regain most of their funds (the $ in the trust/escrow account will
be distributed to shareholders on a pro rata basis ).

Shareholders
approval required
for QA

Refund to
dissenting
shareholders

Approval for the QA has to be granted by at least 75% of the total value of shares held by all
shareholders present and voting either in person or by proxy at the EGM.
* Platinum Autumn, Management Team and persons connected to them are not permitted to vote
Dissenting shareholders who vote against the Qualifying Acquisition will receive refund under the
Qualifying Acquisition Share Repurchase scheme provided that Sona Petroleum completes the QA
within the Permitted Timeframe (3 years from listing).

Notable Working Experience

International
Oil Company

National Oil
Company

Oil & gas

services
Banking

Government

Strictly Private & Confidential

Fact Sheet

IPO of Sona Petroleum Berhad (Sona Petroleum or Company)

Sona Petroleum Team
The Directors and Management of Sona Petroleum have professional, technical and operational expertise and experience in:
ALL ASPECTS OF E&P - drilling, petroleum/reservoir engineering, geophysical, geotechnical, exploration prospects evaluation, green field
development, brown field redevelopment, production operations, contracting and procurement
MANAGEMENT OF SIGNIFICANT REGIONAL AND GLOBAL INTEGRATED O&G COMPANIES and BUSINESS across many countries
NETWORK and BUSINESS RELATIONSHIPS with local governments, regulators, state oil companies and industry players in various oil and
gas producing regions
O&G MID& DOWNSTREAM + BUSINESS DEVELOPMENT - Marketing, Trading, Planning, New Business Development
CORPORATE ADVISORY - Financial Management, Mergers, Acquisitions and Disposals
OTHER OPERATIONS - Corporate Governance, Risk Management and Legal Management
International team with a combined experience of
~300 years in the O&G industry

Postings in Shell: Netherlands, Malaysia, Norway, Brunei, Nigeria

and the UAE, mainly in Abu Dhabi & Dubai.
Responsible for drilling/O&G operations in the North Sea & North of
the Polar Circle, Nigeria, Brunei. Ex-Vice President (Production) of
Shell in charge of O&G production in the UAE, Egypt, Syria, Iran,
Pakistan and start-up activities in Siberia. Ex-General Manager of
ADCO (2001-2005), largest O&G company in the UAE.
Expertise in all aspects of engineering drilling operations in the E&P
industry with previous working experience in Shell for 12 years.
Founder of IPTASCORP Sdn Bhd (renamed to Marubeni Itochu
Tubulars Asia Oilfields Services (M) Sdn Bhd. CEO of Integrated
Petroleum Services Sdn Bhd (2006). Currently, Dato Sri Hadian is
the Non-Executive Director of Baker Hughes group of companies,
Sobena Offshore Inc Sdn Bhd, Hendroff Holdings, Hendroff Mud
Engineering Services Sdn Bhd
Appointed to the boards of various companies within DRB-Hicom
Group from 1992 to 2006.
Dato Maznah is currently the Chairman of SCS Global Advisory (M)
Sdn Bhd, independent Non-Executive Director of Pavilion Real
Estate Investment Trust & Prestariang Bhd.
Ex-Head of Offshore Operations in Engineering at NAM, Netherlands
& ex-Vice President Commercial Operations & Business
Development (Global) at Shell. Myo was responsible for global
operations of E&P services at Shell Global (2000-2007).
Co-founded PT Tranaco Utama in 1977.
Chairman, GASEX (2012), Executive Committee - International Gas
Union representing Indonesia, Vice-Chairman - Indonesia Chamber
of Commerce & Industry, President (1984-1990) - Indonesian Pipeline
Industry Association, President (2000-2010) & currently a VP of the
Upstream Sector of the Indonesian Gas Association.
Board member of several subsidiaries and JV in MISC Group (2012)
President of While Nile Petroleum Operating Company Ltd (20082010) accountable for exploration, development & production in
Sudan.
Extensive experience locally & internationally (Middle East Asia &
Africa). Last posting in PETRONAS Carigali in 2008 General
Manager, International Operations.
Dato Khadar is currently the Independent Non-Executive Director of
Astro Malaysia Holdings Bhd, AirAsia Bhd, RHB Bank, RHB
Investment Bhd and RHB Capital where he is also the Chairman.
Ex- Federal Court Judge Malaysia. Currently serving in the Judicial
Appointment Commission.

Currently, Head of Risk & Assurance in E&P business of PETRONAS

Awarded Petroleum Engineering Lifetime Award by PETRONAS
Chairman ASEAN Council on Petroleum (ASCOPE) National
Committee (2002-2009), Malaysian Oil & Gas Industry (CORAL
Malaysia (1998 2003).

Chairman of Shell Malaysia (2006- 2009) & Senior Advisor (2010).

Current position - Independent Non- Executive Director of RHB Capital,
Shell Refining Company (FOM) Bhd, Digi.Com Bhd, Guinness Anchor Bhd
(where he is also the Chairman), RHB Investment, Nusa Gapurna Sdn Bhd
& Integrated Petroleum Services Sdn Bhd (where he is also the NonExecutive Chairman). Shareholder and director of Java Offshore Sdn Bhd,
a service provider to the E&P segment of the O&G industry.

Accomplished geologist, experienced in all geological aspects of oil

and gas. Andria is currently a Senior Geologist at Shell and was
previously attached to Qatar Petroleum, Hess and PETRONAS.
Extensive experience in technical, operational & business aspects of
the upstream O&G industry. Dr. Tan is currently the Reservoir
Engineering Manager of Dialog with vast experiences in Shell &
PETRONAS.

Strictly Private & Confidential

Background Information

Special Purpose Acquisition Company (SPACs)

What is a SPAC?
n

A SPAC is a company which has no operations or income generating business at the point of IPO but
undertakes an IPO for the purpose of raising funds to acquire operating companies or assets, other known as
Qualifying Acquisition.

Malaysia is the only country in Southeast Asia that permits the listing of SPACs

Key Features of SPACs

Transparency

SPACs are more transparent than private equity

SPACs are regulated by the SC

E.g. Requirement of disclosure of material events, placement of proceeds in
interest bearing trust/escrow, carve out proceeds for target acquisition,
liquidation scenario, etc

Liquidity

SPACs shares are publicly traded

Attractive Structure
(Decouple units)

n
n
n

The shares and warrants can be traded separately

Allows investors to correspondingly increase/decrease risk return profiles
Sale of warrants would effectively lower the overall cost of IPO investment

n
n

Shareholders may vote to approve / reject the target Qualifying Acquisition (QA)
There will be a refund to dissenting shareholders in exchange for their shares
provided that the QA is completed within the Permitted Timeframe (3 years from
Listing)

n
n

90% of the IPO proceeds are held in interest bearing trust/escrow account
Investors will be able to regain most of their funds in the trust/escrow account if
the SPAC fails to generate an acquisition within the Permitted Timeframe

Opportunities for investors to tap on managements expertise to acquire asset(s)

Tightly Regulated

Special rights to
shareholders

Limited downside risk

Wider access of
investment
opportunities
Alignment of interest
between management &
investors to ensure that
the QA is completed
successfully within
Permitted Timeframe

Funds raised from management/initial investors are mainly used to defray listing
expenses and for working capital for the initial stage pre-QA
Lock up imposed on management management may only trade the securities on a
staggered basis upon completion of the QA

Key Investment Considerations

Strictly Private & Confidential

Background Information

Special Purpose Acquisition Company (SPACs)

Overview of SPACs in Malaysia
n

The IPO price of Sona Petroleum is the LOWEST at RM0.50 per share

Sona Petroleum could potentially be the LARGEST SPAC in Malaysia based on the fundraising size of RM550m

Management team of Sona Petroleum has injected the most proceeds (RM2.8m via Platinum Autumn) as
compared to the other SPACs in Malaysia
SONA PETROLEUM

HIBISCUS PETROLEUM

CLIQ ENERGY

Fundraising size

Up to RM550m

RM235m

RM364m

IPO Price
Basis

RM0.50
1 share: 1 warrant

RM0.75
1 share: 1 warrant

RM0.75
1 share: 1 warrant

RM0.35

RM0.50

RM0.50

5 years from Listing (if QA is

completed within the Permitted
Timeframe of 3 years from
Listing

3 years from listing

3 years from listing

MITI offering

OR 3 years from Listing if QA is

not
completed
within
the
Permitted Timeframe
From completion of QA up to
Expiry Date
Yes

From completion of QA up
to Expiry Date
No

From completion of QA
up to Expiry Date
No

Listing

[July 2013]

25 July 2011

10 April 2013

Market capitalisation*

RM644.2m

RM394.3m

% return since IPO*

219%

23%

Target sector

O&G

O&G

O&G

Target QA
Regions of Interest

E&P
Southeast Asia, Middle East and
Africa
Exploration 30%
Production & development 70%

E&P
South Asia, Middle-East,
East Asia and Oceania
Not stated

E&P
Asian and Oceania

Minimum target IRR

15%

Not stated

Exploration 25%
Production
development 75%
15%

Managements
investment amount
Managements
subscription price per
share
Managements
shareholding
upon
listing

RM2.822m

RM1.056m

RM1.723m

RM0.01

RM0.01

RM0.01

20%

20%

20%

Initial investors (IIs)

RM10m

RM10m

RM9m

IIs subscription price

per share
% discount to IPO
price

RM0.35

RM0.45

RM0.45

30%

45%

45%

Lock up
Investors

Lock up imposed on the Shares.

No lock up on trading of
Warrants

Lock up imposed on the

Shares. No lock up on
trading of Warrants-A

Lock up imposed on the

Shares. No lock up on
trading of Warrants

Exercise
price
warrants
Expiry date

of

Exercise period

%
of
portfolio

investment

*as at 8 May 2013

Initial

&