1. INTRODUCTION
Pursuant to Paragraph 10.09(1)(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of SEB wishes to announce that Sapura Drilling Asia Sdn Bhd, 51% owned by Sapura Drilling Probadi Sdn Bhd, a wholly owned subsidiary of SEB and 49% owned by Sapura Drilling Asia Ltd, a wholly-owned subsidiary of Sapura Drilling (Bermuda) Ltd which is a wholly owned subsidiary of Sapura Drilling Pte Ltd (Labuan), a wholly owned subsidiary of SEB, had in the ordinary course of business entered into the RRPT as disclosed below, and the collective consideration of such RRPT is 0.0623% of Percentage Ratio for the period from 1 November 2021 to 31 October 2022.
2. DETAILS OF RRPT
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Transacting Parties
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Interested Related Party
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Nature of Transaction
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Value of Transactions
from 1 November 2021
to 31 October 2022 (no transaction in November 2022) (RM’000)
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Check-6 Bakti Sdn Bhd ("Check-6") and Sapura Drilling Asia Sdn Bhd ("SDA")
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Dato’ Azmi Mohd Ali
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Provision of well operation crew resources management-based performance excellence for wells (“the Service”)
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1,636
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Notes:
- At the material time, Dato’ Azmi Mohd Ali owned 100% shares in Sapphire Earnings Sdn Bhd (“SESB”). SESB holds an equity interest of 51.0% in Check-6.
- At the material time, Dato’ Azmi Mohd Ali was a director of Check-6.
- Dato' Azmi Mohd Ali is also a director of SEB.
2.1 As of the date of this announcement, Dato' Azmi is no longer deemed as an interested party as:
- Dato’Azmi has disposed all his equity interests in Sapphire Earnings Sdn Bhd and ceased to be a shareholder with effect from 25 November 2022.
- Dato’ Azmi has resigned as a director of Check-6 with effect from 25 November 2022.
3. RATIONALE
The RRPT is necessary as they are part of the contractual requirements under the contracts with various clients. The RRPT is made in the ordinary course of business at arm’s length and on normal commercial terms which are not more favourable to the related party than those generally available to the public. The RRPT is not detrimental to the interests of the minority shareholders.
4. EFFECTS OF THE RRPT
The RRPT will not have any effect on the share capital and substantial shareholders’ shareholdings of SEB and is not expected to have any material effect on the earnings per share, net assets per share and gearing of SEB group for the financial year ending 31 January 2023.
5. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM
Save as disclosed in Section 2 above, none of the Directors and/or major shareholders and/or persons connected to them has any interest, whether direct or indirect, in the RRPT.
6. STATEMENT BY BOARD AUDIT COMMITTEE
The Board Audit Committee having considered all aspects of the RRPT, is of the view that the RRPT is:
(a) in the best interest of the SEB group;
(b) fair, reasonable and on normal commercial terms; and
(c) not detrimental to the interests of the minority shareholders of the Company.
7. STATEMENT BY BOARD OF DIRECTORS
The Board of Directors, having considered all aspects of the RRPT, is of the view that the RRPT is in the best interest of the SEB group, fair, reasonable and on normal commercial terms and is not detrimental to the interests of the minority shareholders of the Company.
8. APPROVAL REQUIRED
The RRPT is not subject to the approval of the shareholders of the Company
This announcement is dated 8 December 2022.