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Full Name and Matric Number : 1. CHIEW MEI KIN BAC 01806
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Table of Contents
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1.0 Part A – Background of Companies
SapuraCrest Petroleum Berhad is a leading global integrated oil and gas services and
solutions provider operating across the entire upstream value chain. When SapuraCrest
Petroleum Berhad became a fully-fledged upstream player, spectrum of company capabilities
will cover the exploration, development, production, rejuvenation, as well as
decommissioning and abandonment stages of the value chain.
Besides, SapuraCrest Petroleum Berhad is having a highly skilled and technically capable
multinational workforce, strategic world-class assets, and strong project management
capabilities, therefore it has make SapuraCrest became global presence in over 20 countries
which are the top countries in the world such as United States, United Kingdom, Brazil and
China (SapuraKencana Petroleum Berhad, 2011b).
SapuraCrest Petroleum Berhad was incorporated on 3 March 1979 and it had been listed in
Bursa Malaysia Securities Berhad on 15 October 1992. In October 2011, it incorporated a
subsidiary, SC Offshore Pty Ltd and in September 2011 it acquired Momentum Energy Sdn
Bhd and incorporated SC Projects Pty Ltd. SapuraCrest Petroleum Berhad is one of the
largest homegrown integrated oil and gas service providers in Malaysia and it has expanded
steadily their operations internationally.
There are four segments included in SapuraCrest Petroleum Berhad which are the installation
of pipelines and facilities (IPF) that are engaging in the installation of offshore platforms and
marine pipelines; offshore oil and gas drilling (Drilling) such as drilling of offshore oil wells
and chartering of rigs; marine services (Marine) which is engaged in the provision of offshore
geotechnical and geophysical services to the oil and gas industry, development of marine
technology and marine chartering and specializing on remotely operated vehicles. Operation
and maintenance (O&M) is also one of the segments in SapuraCrest Petroleum Berhad which
it involves the repairs and refurbishment of industrial gas turbines, supply, installation,
commissioning and maintenance of point-of-sale systems (SapuraKencana Petroleum Berhad,
2012b).
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When there is volatility in oil prices, the installation of Pipelines and Facilities (IPF) and
Drilling Divisions of the company is remained and it is not be affected during the year under
review due to the long-term nature of most of the company contracts. However, the Marine
Services Division was affected by reduced demand, compounded by higher supply due to the
introduction of newer vessels into the market. Moreover, SapuraCrest Petroleum Berhad
underlying fundamentals remained strong.
The vision of Kencana Petroleum Berhad is “to be the preferred integrated solutions and
services provider to the petroleum industry” (SapuraKencana Petroleum Berhad, 2011a).
In addition, Kencana also undertakes the conversion or refurbishment of the first Mobile
Offshore Production Unit (MOPU) in Malaysia in the year of 2005. Kencana secures the
company’s first major “brownfield” project for extensive modification of offshore platforms
in 2006. Kencana also involves in a project to vertically build a self-elevating and re-
locatable wellhead platform in 2007. This project is the first of its kind to be built in Malaysia
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and the second worldwide. It further expands and upgrades the Lumut Fabrication Yard to
approximately 123.7 acres, with an annual capacity of 40,000 mt, with additional seven
covered workshops that allow 24-hour fabrication activities in all weather conditions in the
year of 2007.
Kencana moves into the marine engineering business by building the company’s first tender
assisted drilling rig in 2008. It enters into the hook-up and commissioning business in 2009.
Kencana Pinewell secures its maiden long-term platform maintenance contract. Kencana
Energy Sdn Bhd is incorporated as a field developer and operator for the oil and gas industry
in 2011. The boards of Kencana Petroleum and SapuraCrest Petroleum Berhad have agreed to
the merger to become one of the world’s largest oil and gas service providers in terms of
market capitalization and assets in the same year of 2011.
The vision of the company is “to be the best entrepreneurially led, technically competent and
most trusted global oil and gas company in the eyes of our customers, shareholders and most
importantly, our empowered people” (Sapura Energy, 2017).
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The business operation or value chain of SapuraKencana Petroleum Berhad involves total of
5 stages which are the Exploration Stage, Development Stage, Production Stage,
Rejuvenation Stage, Decommissioning and Abandonment Stage as shown in Figure 1.1. At
the Exploration Stage, it involves Production Sharing Contract (PSC) and block exploration.
Engineering, procurement, construction, installation, commissioning, drilling, and PSC block
development are the activities that involved under Development Stage. At the Production
Stage, the activities are PSC block production, and marginal fields. Brownfield rejuvenation
is the activity involved in the Rejuvenation Stage whereas decommissioning is in the
Decommissioning and Abandonment Stage (SapuraKencana Petroleum Berhad, 2015).
On the other hand, the company owns 9 tender barge rigs, and 7 semi-tender rigs to support
the business activity of drilling. SapuraKencana also participates in 10 Production Sharing
Contracts (PSCs) and take the role as an operator in 6 of the 10 PSCs and it joins in a risk
service contract as well to support the energy operations.
The subsidiaries of SapuraKencana Petroleum Berhad include Sapura Crest Dana SPV Pte
Ltd, TL Offshore Sdn Bhd, Geomark Sdn Bhd, Kencana HL Sdn Bhd, Kencana Torsco Sdn
Bhd, TL GeoSciences Sdn Bhd, SapuraKencana Drilling Pte Ltd, and etc.
SapuraKencana Petroleum Berhad earns revenue of RM 9.9 billion and gains operating profit
of RM 2.0 billion with total assets of RM 34.6 billion as of the financial year of 2015.
Fabrication, hook-up and commissioning segment contributes RM 2.1 billion of revenue;
offshore construction and subsea services segment contributes RM 3.1 billion; and drilling
and energy services segment contributes RM 4.9 billion out of total revenue of RM 9.9
billion.
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2.0 Part B – SapuraKencana Petroleum Berhad
A merger is defined as a combining of two roughly equal size firms on roughly equal term
and in which the shareholder remain as joint-owners. This is shown in the merger between
SapuraCrest Petroleum Berhad and Kencana Petroleum Berhad as both of the companies
have roughly equal sizes and both are also big players in the oil and gas industry. The
business combinations between these two companies are also known as an amalgamation
because amalgamation is the combination of one or more companies into a new entity. An
amalgamation means neither of the combining companies survives as a legal entity; a
completely new entity is formed to house the combined assets and liabilities of both
companies which is how Integral Key Berhad is formed (later known as SapuraKencana
Petroleum Berhad). The further explanation on how the business combination is done will be
explained in the following paragraphs.
On 30 June 2011, a private company limited by shares under the Companies Act 1965 is
incorporated and known as Integral Key Sdn Bhd which will be converted into a public
company later and known as Integral Key Berhad. This special purpose vehicle called
Integral Key Berhad will be buying all assets and liabilities of SapuraCrest Petroleum Berhad
for RM 5.87 billion and Kencana Petroleum Berhad for RM 5.98 billion under a cash and
share swap deal.
On 11 July 2011, Kencana Petroleum Berhad receives an offer from Integral Key Berhad to
acquire the entire business and undertakings of Kencana as carried on by Kencana, including
all its assets and liabilities as at the completion date of disposal for a total consideration of
RM 5,979,564,078, which is equivalent to RM 3.00 per ordinary share of Kencana multiplied
by the assumed enlarged Kencana Petroleum shares of 1,993,188,026. In addition, the
consideration should be satisfied by the issuance of 2,505,437,349 new Integral Key shares of
RM 1.00 each at an issue price of RM 2.00 per share of Integral Key and a cash payment of
RM 968,689,380.
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Simultaneously on 11 July 2011, Integral Key has also made an offer to acquire the entire
business of SapuraCrest Petroleum Berhad and undertakings as carried on by SapuraCrest,
including all its assets and liabilities as at the completion date for a total consideration of RM
5,872,923,260, which is equivalent to RM 4.60 per ordinary share in SapuraCrest multiplied
by SapuraCrest issued shares of 1,276,722,448 as at 8 July 2011. The merger consideration
shall be satisfied by the issuance of 2,498,928,847 new ordinary shares of RM 1.00 each in
Integral Key shares at an issue price of RM 2.00 per new Integral Key share and a cash
payment of RM 875,065,566.
The proposed business combination of the Kencana Petroleum business and SapuraCrest
business will collectively form the combined entity under Integral Key.
Upon the disposal of Kencana Petroleum Berhad, the company shall subject to obtaining all
requisite approvals, distribute the consideration to the company’s shareholders by way of a
capital reduction and repayment exercise under Section 64 of the Companies Act 1965.
Thereafter, the company shall issue 2 Kencana Petroleum shares to Integral Key such that the
company will become a wholly-owned subsidiary of Integral Key. Upon the completion of
the consideration and the issuance of Kencana Petroleum shares to Integral Key, the company
shall then be delisted from the Main Market of Bursa Malaysia Securities Berhad.
On the other hand, upon the disposal of SapuraCrest business, SapuraCrest shall subject to
obtaining all requisite approvals, distribute the new Integral Key shares and the cash payment
to the shareholders of SapuraCrest, via a special dividend and/or capital repayment exercise
pursuant to the terms of the offer.
On 5 August 2011, Kencana Petroleum Berhad has accepted the offer by Integral Key Berhad
subject to the terms and conditions of the offer which include obtaining all the requisite
approvals.
Simultaneously on 5 August 2011, the Board of SapuraCrest Petroleum Berhad has resolved
to accept the offer by Integral Key Berhad to acquire SapuraCrest business for a total
consideration of RM 5,872,923,260, subject to the terms and conditions contained in the offer
letter. The Board also resolves that after completion of the proposed disposal and subject to
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all requisite approvals being obtained, SapuraCrest will proceed with the proposed
distribution.
On 20 September 2011, Integral Key Sdn Bhd is converted into a public company and known
as Integral Key Berhad.
On 21 September 2011, the Board of SapuraCrest Petroleum Berhad resolves that upon
completion of the proposed disposal, SapuraCrest shall carry out a capital repayment exercise
by way of a capital reduction exercise in accordance with Section 64 of the Companies Act
1965, under which all SapuraCrest shares will be cancelled with the objective of distributing
to the shareholders of SapuraCrest their entitlement to the merger consideration. The
proposed capital reduction and repayment would be subject to SapuraCrest obtaining all
requisite approvals including the sanction of the High Court of Malaya.
On 17 November 2011, SC has granted its approval for the proposed merger of Kencana and
SapuraCrest subject to the conditions set out in the SC’s letter dated 17 November 2011.
On 15 December 2011, an Extraordinary General Meeting (EGM) is held in Kencana and the
motion on the proposed merger is duly passed by the shareholders of Kencana.
Pursuant to the approval of the proposed merger by the shareholders of Kencana Petroleum
Berhad on 15 December 2011, the assets and liabilities of the Group have been classified as
Disposal Group held for sale in accordance to FRS 5 – Non-current Asset Held for Sale and
Discontinued Operations. Assets and liabilities of the Group are held for sale as at 31 January
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2012 and are classified as current assets and current liabilities respectively. The total assets of
Kencana classified as held for sale is RM 3,744,630,000; the total liabilities of Kencana
classified as held for sale is RM 1,798,707,000; and the net assets of Kencana classified as
held for sale is RM 1,945,923,000 as referred to Appendix 1 (SapuraKencana Petroleum
Berhad, 2012a).
On 15 May 2012, SapuraKencana Petroleum Berhad (SKPB) completes the acquisition of the
businesses and undertakings, including all assets and liabilities of SapuraCrest Petroleum
Berhad and Kencana Petroleum Berhad, which is subsequent to 30 April 2012 being the cut-
off date for quarter one (Q1) of financial year 31 January 2013, SKPB will not announce its
unaudited results for the quarter ended 30 April 2012. The entity that obtains control of the
acquiree will be identified as the acquirer in accordance with MFRS 3 Business
Combinations. However, as the company (SKPB) is a new entity which was formed to
undertake the acquisitions, one of the entities that existed before the completion shall be
identified as the acquirer. Taking into consideration the guidance in MFRS 3 Business
Combinations, SapuraCrest Petroleum Berhad has been identified as the deemed acquirer.
Thus, the acquisition of SapuraCrest Petroleum Berhad is accounted for using the merger
accounting (pooling of interest method) whereas the acquisition of the businesses and
undertakings of Kencana Petroleum Berhad is accounted for using the acquisition method.
Based on the foregoing, SKPB wishes to clarify that SapuraCrest Petroleum Berhad will be
consolidated into the financial performance of SKPB Group for the whole 12 months period
from 1 February 2012 to 31 January 2013, whereas Kencana Petroleum Berhad will only be
consolidated into the financial performance of SKPB Group for the period of 8.5 months
from 15 May 2012 (date of completion of the acquisitions) to 31 January 2013.
The provisional fair value of the identifiable assets and liabilities of Kencana’s business as at
the date of acquisition (15 May 2012) is shown in Appendix 2 (SapuraKencana Petroleum
Berhad, 2012). The fair value recognized on acquisition of the total assets of Kencana is RM
3,485,401,000; the total liabilities of Kencana is RM 1,924,017,000; and the net identifiable
assets of Kencana is RM 1,561,384,000 as referred to Appendix 2. The total cost of business
combination is RM 6,330,324,000. The net cash flow on acquisition is RM 238,607,000 after
deducting cash and cash equivalents of subsidiaries acquired of RM 730,082,000 from the
total cash paid of RM 968,689,000. The fair value adjustments are provisional and the final
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allocation of the purchase price will be determined after the completion of a final analysis (to
be completed within one year from acquisition date) to determine the fair values of acquired
tangible assets and liabilities and identifiable intangible assets. The condensed consolidated
interim financial statements include the results of Kencana’s businesses for the two and a half
months period from the date of acquisition. Kencana’s businesses have contributed RM
653,025,885 of revenue and RM 94,006,968 to the profit after tax of the Group from the date
of acquisition.
SapuraKencana Petroleum Berhad has been listed on the Main Market of Bursa Malaysia
Securities Berhad since 17 May 2012 with 5,004,366,198 units of ordinary share capital at
par value of RM 1.00 totaling RM 5,004,366,198 under the category of Initial Public Offering
(IPO).
SapuraKencana Petroleum Berhad has no value of share capital shown in 2012 as referred to
Appendix 3 because the acquisition is completed on 15 May 2012 and thus there is no annual
report for the year of 2012. The ordinary share capital shown in 2013 as referred to
Appendix 3 is RM 5,004,366,000 which is the addition of the issuance of new ordinary shares
of RM 1.00 each of 2,505,437,349 new SKPB shares to Kencana Petroleum and the issuance
of new ordinary shares of RM 1.00 each of 2,498,928,847 new SKPB shares to SapuraCrest
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Petroleum pursuant to the merger consideration. SapuraCrest’s shareholders would
collectively hold approximately 49.94% while Kencana’s shareholders will own 50.06% in
SapuraKencana Petroleum Berhad (SKPB).
The Chairman of Kencana Petroleum Berhad, Tan Sri Nik Mohamed Bin Nik Yacob explains
that through the merger between Kencana Petroleum and SapuraCrest Petroleum, the
company will be able to combine the different strengths, capabilities and expertise of
Kencana Petroleum and SapuraCrest Petroleum. They aim to create Malaysia’s most
comprehensive oil and gas services provider and cover the entire scope of oil and gas services.
He also mentions that SapuraCrestPetroleum is already the partner of Kencana Petroleum in
the Berantai RSC Project. SapuraCrest Petroleum is predominantly a transportation and
installation contractor whereas Kencana Petroleum is predominantly a major fabricator. Both
companies have many other strengths, capabilities and expertise the cover the entire upstream
of oil and gas services. Thus, the merger of these two companies will create a larger platform
with combination of capabilities, financial strengths and human capital of SapuraCrest
Petroleum and Kencana Petroleum. It will become a full-fledged oil and gas services provider
with strong delivery and operation capabilities cover the entire scope of oil and gas services.
This will give the companies an unparalleled position in the Malaysian market and it will also
make them to be a very competitive group in the international market.
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In conclusion, the combination of SapuraCrest Petroleum Berhad with Kencana Petroleum
Berhad leads to the largest oil and gas provider to the world. SapuraKencana Petroleum
Berhad has many potential gains available through the combining such as increasing market
power and economies of scale.
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3.0 References
Sapura Energy. (2017). Corporate Overview. Retrieved September 22, 2017, from
http://sapuraenergy.com/about-us/corporate-overview/
SapuraKencana Petroleum Berhad. (2012). Quarterly Report for the Financial Period ended
31 January 2012 - Kencana Petroleum Berhad. Retrieved September 22, 2017, from
http://ir.chartnexus.com/sapurakencana/docs/qtr/kencana/qr_20120131.pdf
SapuraKencana Petroleum Berhad. (2012). Quarterly Report for the Financial Period ended
31 January 2012 - SapuraCrest Petroleum Berhad. Retrieved September 22, 2017, from
http://ir.chartnexus.com/sapurakencana/docs/qtr/sapura/qr_20120131.pdf
SapuraKencana Petroleum Berhad. (2012). Quarterly Report for the Financial Period ended
31 July 2012 - SapuraKencana Petroleum Berhad. Retrieved September 22, 2017, from
http://ir.chartnexus.com/sapurakencana/docs/qtr/sapurakencana/qr_20120731.pdf
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4.0 Appendix
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4.1 Appendix 1
Quarterly Report for the Financial Period ended 31 January 2012 – Kencana Petroleum
Berhad
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4.2 Appendix 2
Quarterly Report for the Financial Period ended 31 July 2012 – SapuraKencana
Petroleum Berhad
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4.3 Appendix 3
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4.4 Appendix 4
Quarterly Report for the Financial Period ended 31 January 2012 – SapuraCrest
Petroleum Berhad
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FACULTY OF BUSINESS, MANAGEMENT AND SOCIAL SCIENCES
BAC 3101 FINANCIAL ACCOUNTING & REPORTING 3
JULY SEMESTER 2017
INDIVIDUAL ASSIGNMENT RUBRICS
Marks
13-15 Marks (Excellent)
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