KUALA LUMPUR, MALAYSIA, 25 AUGUST 2017 – UMW OIL & GAS CORPORATION BERHAD (“UMW-OG” or the “Company”) held an Extraordinary General Meeting (“EGM”) today at Menara Kembar Bank Rakyat, in Kuala Lumpur. The Company’s shareholders approved all resolutions put forward as follows:

1.The renounceable rights issue of up to 6,053,600,000 new ordinary shares in UMW-OG together with free detachable warrants.
2.The issuance of up to 4,847,539,594 new Islamic redeemable convertible preference shares in UMW-OG (“RCPS-i”) to be subscribed by Permodalan Nasional Berhad (“PNB”), Amanah Saham Bumiputera (“ASB”) and/or the other funds under PNB’s management together with free detachable warrants.
3.The exemption for PNB, ASB and persons acting in concert with them from the obligation to undertake a mandatory take-over offer for all the remaining UMW-OG shares and warrants not already owned by them.
4.The amendment to the Memorandum and Articles of Association of the Company’s Constitution to introduce the RCPS-i.

The approval of all the resolutions is an important milestone for UMW-OG’s recapitalisation exercise, which is undertaken in order to raise approximately RM1.8 billion gross proceeds for the UMW-OG Group through the issuance of up to 6.053 billion rights shares at an issue price of RM0.30 per rights share, and which will be fully supported by PNB. Following the approval of the resolutions by the shareholders of UMW-OG, the exemption for PNB, ASB and persons acting in concert with them will need to be approved by the Securities Commission Malaysia (“SC”) before the recapitalisation exercise can proceed. The application for the exemption is expected to be filed with the SC in due course.

The issuance of the rights shares will be together with up to 1.513 billion free detachable warrants. The exercise is on the basis of 14 rights shares for every five (5) UMW-OG shares held by entitled shareholders, and the free warrants would be issued on the basis of one (1) warrant for every four (4) rights shares subscribed.

If required, the issuance of RCPS-i to PNB, ASB and the Funds at the same price as the new UMW-OG Shares of RM0.30 per RCPS-i will also be undertaken to ensure the success of the recapitalisation exercise such that the targeted RM1.8 billion gross proceeds is achieved.

Rohaizad Darus, President, UMW-OG shared, “As informed earlier this year, RM1.5 billion or approximately 83% of the proceeds raised will be used towards debt reduction, with the remainder for working capital purposes. This recapitalisation exercise will help to lower the group’s debt level from about RM4.1 billion to RM2.6 billion. The decision today at the EGM is crucial to ensure the Company is able to weather the current situation and move forward more competitively. For that, we thank our shareholders for continuing to have faith in UMW-OG.”

The rights issue was first announced when its former parent company, UMW Holdings Berhad, announced its intention to undertake the demerger exercise. PNB and the funds under its management, are now the direct major shareholders of UMW-OG with the completion of the exercise on 11 July 2017.

Rohaizad also added, “The market outlook for 2017 appears to be better than last year with all seven (7) of our drilling rigs currently under contract.”

After a sharp contraction in drilling activities in 2015 and 2016, the recapitalisation exercise marks a key step towards restoring the financial health of the Company; reducing debt levels to manageable levels such that the Company will be able to withstand industry shocks whilst further strengthening the Company’s balance sheet. Looking ahead, the Company will continue to defend its leading position in Malaysia while progressively returning back to its previous markets in Southeast Asia. At the same time, the Company will continue to explore the Middle East market to widen its safety net to enable the Company to remain relevant and resilient should there be another industry downturn.