(I) PROPOSED SHARE CAPITAL REDUCTION AND ...ir.chartnexus.com/perisai/website_HTML/attachments/...Subsidiaries (as defined herein) (“Proposed Debt Settlement”) via the following:

1

PERISAI PETROLEUM TEKNOLOGI BHD (“PPTB” OR THE “COMPANY”) (I) PROPOSED SHARE CAPITAL REDUCTION AND CONSOLIDATION; (II) PROPOSED FUND RAISING EXERCISE; (III) PROPOSED DEBT SETTLEMENT; (IV) PROPOSED SHARE ISSUANCE; (V) PROPOSED RCULS ISSUE; (VI) PROPOSED ICULS ISSUE; AND (VII) PROPOSED LIQUIDATION OF SUBSIDIARIES (COLLECTIVELY REFERRED TO AS THE “PROPOSED REGULARISATION PLAN”)

In this announcement, unless otherwise stated, all amounts quoted in US Dollars (“USD“) and Singapore Dollars (“SGD”) have been translated into RM based on the exchange rate of USD1.00 : RM4.294 and SGD1.00 : RM3.1188 respectively, representing the middle exchange rates at 5.00 p.m. on 30 June 2017 as quoted by Bank Negara Malaysia (“BNM”).

1. INTRODUCTION

On 2 October 2016, the Board of Directors of PPTB (“Board”) announced that the Company has triggered the prescribed criteria under Paragraph 2.1 of Practice Note 17 (“PN17”) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“MMLR”) following an event of default in payment of the principal and interest of SGD125 million multi-currency medium term notes (“Notes”) due to the bearers of the Notes (“Noteholders”) by its wholly-owned subsidiary, Perisai Capital (L) Inc (“Perisai Capital”), and the Company being unable to provide a solvency declaration to Bursa Securities (“First Announcement”). Pursuant thereof, PPTB has been classified as an affected listed issuer under PN17. In accordance with Paragraph 5.4 of PN17 of the MMLR, the Company must then regularise its condition by undertaking a regularisation plan and must ensure that the regularisation plan: a. is sufficiently comprehensive and capable of resolving all problems, financial or

otherwise that had caused the Company to trigger the prescribed criteria pursuant to PN17;

b. enables the Company to regularise its financial condition such that the Company no

longer triggers any of the prescribed criteria pursuant to PN17; and

c. is fair and reasonable to the Company and its shareholders and will increase its shareholders’ value.

On 3 January 2017, the Board announced that the Company was formulating a proposed regularisation plan that will not result in a significant change in the business direction or policy of the Company. On 24 February 2017, SJ Securities Sdn Bhd (“SJ Securities”), on behalf of the Board, announced that it has been appointed as the Principal Adviser to the Company to assist in the formulation and submission of a proposed regularisation plan. On 11 October 2017, SJ Securities submitted an application to Bursa Securities for an extension of time of 4 months until 11 February 2018 for PPTB to submit the proposed regularisation plan (“EOT”). Subsequently, Bursa Securities had vide its letter dated 9 November 2017 granted its approval on the extension of time.

SJ Securities had on 9 February 2018, submitted an application to Bursa Securities for a further extension of time of 4 months until 11 June 2018 for PPTB to submit the proposed regularisation plan (“EOT”). Subsequently, Bursa Securities had vide its letter dated 14 March 2018 granted its approval on the extension of time.

2

On behalf of the Board, SJ Securities wishes to make this requisite announcement pursuant to Paragraph 4.2(a) of PN17 (“Requisite Announcement”), setting out the Company’s intention to undertake a regularisation plan comprising the following proposals (“Proposed Regularisation Plan”): (i) Proposed share capital reduction and consolidation involving the following:

a. proposed reduction of the Company’s share capital from RM770,888,300 to

RM40,000,000 by cancelling the share capital of the Company that has been lost

or is unrepresented by available assets to the extent of RM730,657,505 pursuant

to Section 115(a) and 116 of the Companies Act 2016 (“2016 Act”);

b. proposed cancellation of 400,000 treasury shares of RM230,795 in the treasury

share account of the Company pursuant to Section 127 of the 2016 Act; and

c. proposed consolidation of PPTB shares on the basis of 2 shares into 1 new

ordinary share (“New PPTB Share(s)”);

(“Proposed Share Capital Reduction and Consolidation”).

(ii) Proposed fund raising exercise comprising: a. proposed renounceable rights issue of up to 223,390,635 New PPTB Shares

(“Rights Shares”) at an issue price of RM0.10 per Rights Share on the basis of

one (1) Rights Share for every 2.9355 existing PPTB shares held by entitled

shareholders of PPTB on an entitlement date to be determined later

(“Entitlement Date”) to raise up to approximately RM22.34 million (“Proposed

Rights Issue”); and

b. proposed private placement of up to 85,880,000 New PPTB Shares (“Placement

Shares”) at an issue price of RM0.10 in the event of undersubscription of the

Proposed Rights Issue (“Proposed Private Placement”).

(“Proposed Fund Raising Exercise”).

(iii) Proposed restructuring of PPTB’s liabilities and the debt obligations of Perisai’s Subsidiaries (as defined herein) (“Proposed Debt Settlement”) via the following:

a. proposed scheme of arrangement pursuant to Section 366 of the 2016 Act for the

settlement of PPTB’s unsecured financial institution lenders, and its subsidiaries’ lenders and the Noteholders to which PPTB has extended a corporate guarantee (“CG Lenders”), but excluding amounts due by PPTB to its subsidiaries or associate companies (“the Inter-Co Creditors”) (“the Scheme Creditors”) via the following:

aa. proposed issuance of up to RM64,410,000 in New PPTB Shares at an

issue price of RM0.10 per PPTB Share to the Scheme Creditors (“Proposed Share Issuance”);

bb. proposed settlements to the Scheme Creditors, which are principal debts owed by Perisai Capital, Garuda Energy (L) Inc (“Garuda Energy”) and Intan Offshore (L) Ltd (“Intan Offshore”), under the Proposed Bilateral Settlements as detailed below; and

cc. if there is any balance remaining after the settlement in (aa) and (bb)

above, the proposed issuance of up to RM68,777,692 in nominal value of Redeemable Convertible Unsecured Loan Stock in PPTB (“RCULS”) at an issue price of RM0.10 per RCULS;

(collectively, “the Proposed PPTB Scheme of Arrangement”)

3

b. Proposed settlement of the financial institution lenders, the Noteholders and unsecured creditors of certain identified subsidiaries (“Proposed Settlement of Subsidiaries’ Creditors”) via bilateral debt settlement agreements between:

aa. PPTB and Perisai Capital, Garuda Energy and Intan Offshore (collectively,

“Inter-Co Creditors”) (“Proposed Bilateral Settlements for PPTB Inter-Cos”) involving the proposed issuance of RCULS of up to RM64,410,000 in nominal value of RCULS at an issue price of RM0.10 per RCULS and proposed issuance of irredeemable convertible unsecured loan stocks in PPTB (“ICULS”) of RM600,861,888 in nominal value of ICULS at an issue price of RM0.10 per ICULS; and

bb. subsidiaries and joint venture of PPTB, namely, Garuda Energy, Intan Offshore, Perisai Pacific 101 (L) Inc (“Perisai Pacific”) and Emas Victoria (L) Bhd (“EVLB”) (collectively, “Operating Subsidiaries”) and their respective financial institution lenders (“Operating Subsidiaries’ Lenders”) involving the settlement of the amounts due to the Operating Subsidiaries’ Lenders via inter alia the set-off of charged assets, set-off against the balances in the debt service reserve account and revenue account, restructuring of debts into term loans (under the terms set out below), and the distribution of RCULS and ICULS received under the Proposed Bilateral Settlements (“Proposed Bilateral Settlement for Operating Subsidiaries’ Lenders”).

(collectively, “Proposed Bilateral Settlements”);

(iv) Proposed issuance of up to RM133,187,692 in nominal value of RCULS at an issue price

of RM0.10 per RCULS for the settlement of creditors under the following (“Proposed RCULS Issue”):

a. RM64,410,000 in nominal value of RCULS pursuant to the proposed settlement to

inter-co creditors under the Proposed Bilateral Settlements for PPTB Inter-cos; and

b. Up to RM68,777,692 in nominal value of RCULS pursuant to the proposed

settlement to PPTB Scheme Creditors under the Proposed PPTB Scheme of Arrangement;

(v) Proposed issuance of up to RM600,861,888 in nominal value of ICULS at an issue price

of RM0.10 per ICULS pursuant to the Proposed Bilateral Settlements for PPTB Inter-Cos (“Proposed ICULS Issue”); and

(vi) Proposed liquidation of Garuda Energy, Intan Offshore and Perisai Capital upon completion of their respective Proposed Bilateral Settlements (“Proposed Liquidation of Subsidiaries”).

(items (i) to (vi) shall collectively be referred to as the “Proposed Regularisation Plan”). Further details of each proposal in the Proposed Regularisation Plan are set out in the following sections.

2. DETAILS OF THE PROPOSED REGULARISATION PLAN

2.1 PROPOSED SHARE CAPITAL REDUCTION AND CONSOLIDATION

As at 30 April 2018, being the latest practicable date prior to this announcement (“LPD”), PPTB has an issued share capital of RM770,888,300 comprising 1,260,872,078 ordinary shares, including 400,000 treasury shares. PPTB has accumulated losses of RM962,830,348 as at 30 June 2017 based on its audited accounts as at that date.

4

PPTB proposes to implement a capital reduction exercise, involving the cancellation of

the share capital of the Company that has been lost or is unrepresented by available

assets to the extent of RM730,888,300 pursuant to Sections 115(a) and 116 of the 2016

Act and the proposed cancellation of 400,000 treasury shares of RM230,795 in the

treasury share account of the Company pursuant to Section 127 of the 2016 Act.

Thereafter, the issued and paid-up share capital of PPTB shall be consolidated in such manner that every two (2) existing PPTB ordinary shares (after cancellation of treasury shares) shall constitute one (1) New PPTB Share which results in the reduction in the number of ordinary shares of PPTB to 630,236,039 New PPTB Shares. The Proposed Capital Reduction will give rise to a credit of RM730,888,300, which will in turn be utilised to offset the accumulated losses of PPTB.

For illustration purpose, the proforma effects of the Proposed Share Capital Reduction and Consolidation on the share capital of PPTB and accumulated losses of PPTB at the company and group levels are as follows:

Proforma

Audited as at

30 June 2017

Unaudited as at

31 December 2017

Audited as at

30 June 2017

Unaudited as at

31 December

2017 RM’000 RM’000 RM’000 RM’000

Share capital 770,888 770,888 40,000 40,000 Treasury shares (231) (231) - -

Company Level

Group Level

Audited as at 30 June

2017

Unaudited as at 31

December 2017

Audited as at

30 June 2017

Unaudited as at

31 December

2017

RM'000 RM'000 RM'000 RM'000

Accumulated losses (849,621) (844,220) (962,830) (964,223)

Add: Credit arising from the Proposed Capital Reduction 730,888 730,888 730,888 730,888

Less: Cancellation of Treasury Shares (231) (231) (231) (231)

Resultant accumulated losses* (118,964) (113,563) (232,173) (233,566)

* Before taking into account any losses in the subsequent period up to the Lodgment Date.

The Proposed Share Capital Reduction and Consolidation will be effected as at the date of the lodgment of a sealed copy of the order of the High Court of Malaya (“Court” or “High Court”) confirming the cancellation of share capital with the Companies Commission of Malaysia (“SSM”) (“Lodgment Date”).

The Proposed Share Capital Reduction and Consolidation will result in an upward adjustment to the market price of each PPTB Share but will not in itself have any impact on the total market value of the PPTB Shares held by the Company’s shareholders.

5

2.1.1 Ranking of the New PPTB Shares

The New PPTB Shares shall upon allotment and issuance, rank pari passu in all respects with one another.

2.1.2 Listing and quotation

An application will be made to Bursa Securities for the Proposed Share Consolidation. The New PPTB Shares shall be listed and quoted on the Main Market of Bursa Securities.

2.1.3 Procedures for the implementation of the Proposed Share Consolidation

As the New PPTB Shares (after the Proposed Share Consolidation) are prescribed securities, the New PPTB Shares will be credited directly into the respective central depository system accounts of the entitled shareholders whose names appear in the Record of Depositors of the Company on the entitlement date to be determined later and no physical share certificate will be issued. In addition, the trading of the New PPTB Shares (after the Proposed Capital Reduction but before the Proposed Share Consolidation) will not be suspended for the purpose of implementing the Proposed Share Consolidation.

The New PPTB Shares will be listed and quoted on the Main Market of Bursa Securities on the next market day after the entitlement date. The notices of allotment will be issued and despatched to the entitled shareholders within four (4) market days after the date of listing and quotation for the New PPTB Shares.

2.2 PROPOSED FUND RAISING EXERCISE

After the Proposed Share Capital Reduction and Consolidation, the Company intends to raise a minimum of RM8,588,000 and up to RM22,339,064 with the following exercises: a) Proposed Rights Issue

The Proposed Rights Issue entails the issuance of up to 223,390,635 Rights Shares at an issue price of RM0.10 to be implemented on a renounceable basis of one (1) Rights Share for every 2.9355 New PPTB Shares held on the Entitlement Date.

As at the LPD, the issued share capital of PPTB is RM770,888,300 divided into 1,260,872,078 ordinary shares including 400,000 treasury shares and shall be reduced to RM40,000,000 divided into 630,236,039 ordinary shares after the implementation of the Proposed Share Capital Reduction and Consolidation, the details of which are set out in Section 2.1. The Rights Shares will be offered to the shareholders of PPTB whose names appear in the Record of Depositors of the Company as at the close of business on the Entitlement Date (“Entitled Shareholders”).

The Entitled Shareholders can fully or partially renounce their entitlements for the Rights Shares. Accordingly, the Entitled Shareholders can subscribe for and/or renounce their entitlements to the Proposed Rights Issue in full or in part.

6

Any Rights Shares which are not taken up or validly taken up shall be made available for excess Rights Shares applications by the Entitled Shareholders and/or their renouncee(s) (if applicable). It is the intention of the Board to allocate the excess Rights Shares in a fair and equitable manner on such basis to be determined by the Board and announced later by the Company.

In determining shareholders’ entitlements to the Rights Shares under the Proposed Rights Issue, fractional entitlements, if any, will be disregarded and dealt with in such manner as the Board in its absolute discretion deems fit, expedient and in the best interests of the Company.

b) Proposed Private Placement

In the event that less than 85,880,000 Rights Shares are subscribed under the Proposed Rights Issue, up to 85,880,000 Placement Shares at an issue price of RM0.10 per Placement Share will be offered to be placed out to the following parties, so as to ensure that at least RM8,588,000 will be raised under the Proposed Fund Raising Exercise:

Subscribers Number of Placement Shares

Subscription Sum RM

Sage 3 Capital Sdn Bhd

42,940,000 4,294,000

To be identified 42,940,000 4,294,000

Total 85,880,000 8,588,000

If the number of Placement Shares to be placed out is less than 85,880,000, the Placement Shares to be offered to each of the above subscribers will be reduced proportionately.

For illustration purpose, the minimum and maximum number of Rights Shares and/or Placement Shares to be issued under the Proposed Rights Issue may be as follows:

Minimum Scenario: 85,880,000 Rights Shares and/or Placement Shares will be issued, upon implementation of the Proposed Share Capital Reduction and Consolidation, assuming that:

none of the outstanding exercisable ESOS Options as at the LPD are exercised prior to the entitlement date; and

the Company only achieves the minimum proceeds level of RM8,588,000 under the Proposed Fund Raising Exercise.

Maximum Scenario: 223,390,635 Rights Shares, upon implementation of the Proposed Share Capital Reduction and Consolidation; assuming that:

full exercise of all the outstanding ESOS Options as at the LPD are exercised before the entitlement date; and

Proposed Rights Issue are fully subscribed.

2.2.1 Basis of determining and justification for the issue price of the Rights

Shares and Placement Shares

The Board has decided to fix the issue price of the Rights Shares and Placement Shares at RM0.10 per Rights Share/Placement Share.

7

The issue price of RM0.10 per Share was arrived at after taking into consideration, amongst others, the following:

(i) the theoretical ex-rights price (“TERP”) of existing PPTB Shares of

RM0.0908 based on the five (5)-day volume weighted average market price (“5-day VWAP”) of existing PPTB Shares up to and including the LPD of RM0.0448, after the Proposed Share Consolidation and Proposed Rights Issue (based on the Minimum Scenario. The issue price of RM0.10 per Rights Share/Placement Share represents a premium of approximately 10.1% to the abovementioned TERP;

(ii) the prevailing market conditions;

(iii) the current and future prospects of the PPTB Group; and

(iv) the minimum funding requirements of PPTB as set out in Section 2.2.2.

2.2.2 Minimum Subscription Level for the Proposed Rights Issue

As stated in Section 2.2 of this Requisite Announcement, PPTB intends to raise the minimum proceeds of RM8,588,000 of the Minimum Subscription Level, from the Proposed Rights Issue to meet the funding requirements of the PPTB Group, which will be channelled towards the proposed utilisation of proceeds as set out in Section 3 of this announcement. However, the Proposed Rights Issue will not have any underwriting arrangement because the Proposed Private Placement is in place to ensure that the Minimum Subscription Level will be met.

2.2.3 Ranking of the Rights Shares and Placement Shares

The Rights Shares and Placement Shares to be issued under the Proposed Rights Issue and Proposed Private Placement respectively shall, upon allotment and issue, rank pari passu in all respects with each other and the then existing PPTB Shares, save and except that they shall not be entitled to any dividends, rights, allotments and/or any other forms of distributions that may be declared, made or paid to the shareholders of the Company, the entitlement date of which is prior to or on the date of allotment of the Rights Shares and/or Placement Shares.

2.2.4 Listing of and quotation for the Rights Shares and Placement Shares

An application will be made to Bursa Securities for the listing of and quotation for the Rights Shares and Placement Shares to be issued on the Main Market of Bursa Securities on the listing date of the Rights Shares and Placement Shares, respectively.

[the rest of this page is intentionally left blank]

8

2.3 PROPOSED DEBT SETTLEMENT

As at 30 June 2017 (“Cut-off Date”), the aggregate outstanding liabilities to be settled by the PPTB Group under the Proposed Debt Resolution, amounted to approximately USD460.5 million or RM1,977.3 million, excluding the liabilities owing by PPTB to the Inter-Co Creditors of USD146.2 million or RM627.8 million. The details are as set out below:

Total Outstanding Debt Debts to be settled under the Proposed PPTB Scheme of

Arrangement

Creditors (USD'000) (RM’000) (USD'000) (RM’000)

Lenders of PPTB

RHB (L) Limited (“RHB Labuan”) 10,327.5 44,346.2 10,327.5 44,346.2

Hong Leong Bank Berhad (“Hong Leong”) 860.0 3,693.0 860.0 3,693.0

Malayan Banking Berhad (“Maybank”) 2,512.0 10,786.5 2,512.0 10,786.5

AmBank (M) Berhad (“AmBank”) 1,128.7 4,846.8 1,128.7 4,846.8

OCBC Bank Malaysia Berhad (“OCBC Malaysia”)(2)

589.8 2,532.5 589.8 2,532.5

15,418.0 66,205.0 15,418.0 66,205.0

CG Lenders

OCBC Malaysia 22,606.3 97,071.7 22,606.3 97,071.7

DBS Singapore Limited (“DBS Singapore”) (1) 28,171.1 120,966.5 26,431.9 113,498.7

Oversea-Chinese Banking Corporation Limited (“OCBC Singapore”)/Oversea-Chinese Banking Corporation Limited, Labuan Branch (“OCBC Labuan”)

154,576.9 663,753.3 154,576.9 663,753.3

OCBC Singapore (1) 73,338.2 314,914.2 37,402.5 160,606.2

RHB Labuan (1) 45,270.5 194,391.5 23,088.0 99,139.7

OCBC Al-Amin Bank Berhad (“OCBC Al-Amin”) (1)

21,551.8 92,543.6 10,991.4 47,197.2

345,514.8 1,483,640.8 275,097.0 1,181,266.8

Other Scheme Creditor (Perisai Capital (L) Inc)

Noteholders(3) 99,541.5 427,431.3 99,541.5 427,431.3

Total Liabilities to be resolved under the Proposed Debt Settlement, excluding Inter-Co Creditors

460,474.3 1,977,277.1 390,056.5 1,674,903.1

Inter-Co Creditors(4) of PPTB: Intan Offshore 34,716.7 149,073.4 - - Garuda Energy 15,596.3 66,970.4 - - Perisai Capital 95,896.1 411,777.6 - -

Total Liabilities owing to Inter-Co Creditors 146,209.1 627,821.4 - -

Total 606,683.4 2,605,098.5 390,056.5 1,674,903.1

Notes:

1 The debts owing to these lenders to be settled under the Proposed PPTB Scheme of Arrangement are the portions guaranteed by PPTB.

2 Including USD0.6 million, or approximately RM2.6 million owed by PPTB to OCBC Malaysia resulting from the crystallisation of a derivative liability.

3 The RM equivalent of SGD137.1 million, being the estimated amount owing to the Noteholders as at the Cut-off Date.

4 Before taking into account, the sum owed to the Operating Subsidiaries’ Lenders to be settled on behalf of Inter-Co Creditors under the Proposed PPTB Scheme of Arrangement.

9

It is proposed that the above outstanding liabilities be settled as follows:

(i) Proposed PPTB Scheme of Arrangement for settling the following Scheme

Creditors via a scheme of arrangement pursuant to Section 366 of the 2016 Act:

a. PPTB’s unsecured financial institution lenders; and b. CG Lenders, including the Noteholders; and

(ii) Proposed Bilateral Settlements for settling the Noteholders and the financial

institution lenders and unsecured creditors of certain identified subsidiaries, via bilateral debt settlement agreements as follows:

a. Proposed Bilateral Settlements for PPTB Inter-Cos b. Proposed Bilateral Settlements for Operating Subsidiaries’ Lenders

between the Operating Subsidiaries, namely EVLB, Perisai Pacific, Garuda Energy and Intan Offshore, and the Operating Subsidiaries’ Lenders.

Set out below are the details of the Proposed PPTB Scheme of Arrangement and Proposed Bilateral Settlements:-

2.3.1 Proposed PPTB Scheme of Arrangement

The Proposed PPTB Scheme of Arrangement involves the settlement of the outstanding liabilities owed by PPTB to the Scheme Creditors, comprising PPTB’s unsecured financial lenders (including the amounts due to CG Lenders and the Noteholders arising from its corporate guarantees), amounting to approximately RM1.67 billion (being the equivalent of USD390,056,594) as at the Cut-off Date.

It is proposed that PPTB and the Scheme Creditors agree to the settlement of the said liabilities on the following basis:

i. Penalty Interest Waiver

All penalty interests shall be waived;

ii. Proposed Share Issuance

RM64.41 million shall be settled by allocating the equivalent value in new PPTB Shares to be issued at RM0.10 per PPTB Share to the Scheme Creditors (“Settlement Shares”) in proportion to each Scheme Creditors’ outstanding debt as at the Lodgment Date via the Proposed Share Issuance. In the event such allocated PPTB Shares are not accepted by any of the Scheme Creditors, the amount owing by PPTB to such Scheme Creditor shall be deemed waived and reduced by the value of the Settlement Shares so allocated to the Scheme Creditor. The details of the Proposed Share Issuance are as follows:

a) Number of Settlement Shares

The Proposed Shares Issuance will entail the issuance of up to RM64.41 million of Settlement Shares, to the Scheme Creditors according to the allocation based on the proportion of each Scheme Creditor’s outstanding debt as at the Cut-off Date.

All the Settlement Shares to be issued under the Proposed Share Issuance represent approximately 8.36% of the issued share capital of PPTB of RM770,888,300 as at the LPD.

10

b) Ranking of the Settlement Shares

The Settlement Shares to be issued shall, upon allotment and issuance, rank pari passu in all respects with the then existing issued PPTB Shares, except that they shall not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid prior to the allotment of the Settlement Shares.

c) Listing of and quotation for the Settlement Shares

An application will be made to Bursa Securities for the listing of and quotation for the Settlement Shares on the Main Market of Bursa Securities.

d) Basis and justification of the issue price of the Settlement Shares

The Board had fixed the issue price of the Settlement Shares at RM0.10 each after taking into consideration the following:

i. the regularised financial position of PPTB after the Proposed

Regularisation Plan; ii. the potential future earnings of the PPTB Group; and iii. the prevailing historical market price of PPTB Shares.

The issue price represents a premium of approximately 10.1% to the TERP of existing PPTB Shares of RM0.0908 based on the 5-day VWAP of PPTB as at the LPD of RM0.0448, after the Proposed Share Consolidation of PPTB Shares and Proposed Rights Issue (based on the Minimum Scenario).

iii. RCULS

In the event any debt or such part thereof is not fully settled after the settlement under the Proposed Share Issuance as stated in Section 2.3.1 (ii) above and the Proposed Bilateral Settlements as stated in Section 2.3.2 below, the remaining balance outstanding, if any, shall be settled by the issuance of up to 687,776,917 of RCULS at an issue price of RM0.10 per RCULS, in proportion to the remaining balance outstanding. Upon issuance of all the said RCULS, all liabilities of PPTB to the Scheme Creditors shall be deemed fully settled and extinguished.

2.3.2 Proposed Bilateral Settlements

The Proposed Bilateral Settlements for PPTB Inter-Cos involve the settlement of the outstanding liabilities owed by PPTB to the Inter-Co Creditors, namely Perisai Capital, Garuda Energy and Intan Offshore. As at the Cut-off Date, the total amounts owed by PPTB to the Inter-Co Creditors stood at USD146.2 million or RM627.8 million, as set out below:

PPTB Inter-Co Creditors Outstanding as at

30 June 2017 USD’000

Outstanding as at 30 June 2017

RM’000

Garuda Energy 15,596.27 66,970.37

Intan Offshore 34,716.68 149,073.44

Perisai Capital 95,896.05 411,777.64

Total 146,209.00 627,821.45

11

PPTB shall enter into separate bilateral settlement agreements with each Inter-Co Creditor to settle their respective debts on the following terms: i. Bilateral Settlement Agreement between PPTB and Intan Offshore

The liabilities owing by PPTB to Intan Offshore, which stood at USD34.7 million or RM149.1 million as at the Cut-off Date, shall be settled as follows: a) Interest Waiver

All interest from the Cut-off Date shall be waived.

b) Settlement by PPTB on behalf of the Inter-Co Creditor under the

Proposed PPTB Scheme of Arrangement

The liabilities owing by PPTB to Intan Offshore shall be reduced by the issue price of the Settlement Shares issued by PPTB of RM0.10 per share, if any, in part settlement on behalf of Intan Offshore of its debt to DBS Singapore as set out in Section 2.3.1 above.

c) Settlement by issuance of ICULS

The remaining liabilities owing by PPTB to Intan Offshore after the waiver in (a) and settlement in (b), shall be settled in full by PPTB issuing up to RM144,357,087 in nominal value of ICULS at the issue price of RM0.10 per ICULS to Intan Offshore. Each ICULS issued shall reduce the amount owing by PPTB to Intan Offshore by RM0.10.

All claims by Intan Offshore against PPTB shall be released and fully discharged upon issuance of the ICULS.

ii. Bilateral Settlement Agreement between PPTB and Garuda Energy

The liabilities owing by PPTB to Garuda Energy, which stood at USD15.6 million or RM67.0 million as at the Cut-off Date, shall be settled as follows: a) Interest Waiver




The liabilities owing by PPTB to Garuda Energy shall be reduced by the issue price of the Settlement Shares issued by PPTB of RM0.10 per share, if any, in part settlement on behalf of Garuda Energy of its debt to OCBC Malaysia as set out in Section 2.3.1 above.

c) Settlement by issuance of ICULS

The remaining liabilities owing by PPTB to Garuda Energy after the waiver in (a) and settlement in (b), shall be settled in full by PPTB issuing up to RM62,881,187 in nominal value of ICULS at the issue price of RM0.10 per ICULS to Garuda Energy. Each ICULS issued shall reduce the amount owing by PPTB to Garuda Energy by RM0.10.

All claims by Garuda Energy against PPTB shall be released and fully discharged upon issuance of the ICULS.

12

iii. Bilateral Settlement Agreement between PPTB and Perisai Capital

The liabilities owing by PPTB to Perisai Capital, which stood at USD95.9 million or RM411.8 million as at the Cut-off Date, shall be settled as follows: a) Interest Waiver




The liabilities owing by PPTB to Perisai Capital shall be reduced by the issue price of the Settlement Shares issued by PPTB of RM0.10 per share, if any, in part settlement on behalf of Perisai Capital of its debt to the Noteholders as set out in Section 2.3.1 above.

c) Settlement by issuance of RCULS

The remaining liabilities owing by PPTB to Perisai Capital after the waiver in (a) and settlement in (b), shall be settled in part by PPTB issuing RM64,410,000 in nominal value of RCULS at the issue price of RM0.10 per RCULS to Perisai Capital. Each RCULS issued shall reduce the amount owing by PPTB to Perisai Capital by RM0.10.

d) Settlement by issuance of ICULS

The remaining liabilities owing by PPTB to Perisai Capital after the waiver in (a) and settlement in (b) and (c), shall be settled in full by PPTB issuing RM329,240,118 in nominal value of ICULS at the issue price of RM0.10 per ICULS to Perisai Capital. Each ICULS issued shall reduce the amount owing by PPTB to Perisai Capital by RM0.10. Further, PPTB shall issue an additional RM64,383,494 in nominal value of ICULS at an issue price of RM0.10 per ICULS to Perisai Capital to enable Perisai Capital to settle its creditors. PPTB shall waive all claims to the repayment of the value of these ICULS in the liquidation of Perisai Capital under the Proposed Liquidation of Subsidiaries as set out in Section 2.7 below.

e) Distribution of RCULS and ICULS by Perisai Capital to its Creditors

Upon the settlement above, the directors of Perisai Capital (via a trustee for the Proposed Debt Settlement) shall distribute the RCULS and ICULS at the issue price to settle the creditors of Perisai Capital proportionately. Subsequently, Perisai Capital shall be placed in voluntary liquidation.

All claims by Perisai Capital against PPTB shall be released and fully discharged upon issuance of the RCULS and ICULS.

13

2.3.3 Proposed Bilateral Settlements for Operating Subsidiaries’ Lenders

The Proposed Bilateral Settlements for Operating Subsidiaries’ Lenders involve the settlement of the outstanding liabilities owing by the Operating Subsidiaries, namely Garuda Energy, Intan Offshore, Perisai Pacific and EVLB, to the Operating Subsidiaries’ Lenders, comprising DBS Singapore, OCBC Malaysia, OCBC Singapore and RHB Labuan. As at the Cut-off Date, the total amounts owed by the Operating Subsidiaries to their respective Operating Subsidiaries’ Lenders stood at USD324.0 million or RM1.4 billion, as set out in the following table:

Debts Outstanding as at the Cut-off Date

Borrower Total Total

USD’000 RM’000

Operating Subsidiaries’ Lenders

OCBC Malaysia Garuda Energy 22,606.3 97,071.7 DBS Singapore Intan Offshore 28,171.1 120,966.5 OCBC Singapore Perisai Pacific 154,576.9 663,753.3 OCBC Singapore EVLB 73,338.2 314,914.2 RHB Labuan EVLB 45,270.5 194,391.5

Total 323,963.0 1,391,097.2

Each Operating Subsidiary shall enter into separate bilateral settlement agreements with their respective lenders to settle the debts on the following terms:

i. Bilateral Settlement Agreement between Garuda Energy and OCBC

Malaysia

The liabilities owing by Garuda Energy to OCBC Malaysia, which stood at USD22.6 million or RM97.1 million as at the Cut-off Date, shall be deemed fully settled as follows: a) Appointment of an independent valuer for the charged asset

Garuda Energy and OCBC Malaysia shall jointly appoint an independent valuer to value the asset of Garuda Energy charged to OCBC Malaysia, i.e. the Mobile Offshore Production Unit (“MOPU”).

b) Disposal of the charged asset

OCBC Malaysia shall be at liberty to exercise its mortgage to dispose the MOPU. The MOPU shall be deemed disposed and the value shall be credited against the debt outstanding in accordance with (c) below, even though the MOPU has not yet been disposed by OCBC Malaysia. For the avoidance of doubt, any proceeds received from the sale of the MOPU, irrespective of whether it is above or below the debt outstanding to OCBC Malaysia, shall accrue to OCBC Malaysia. The Board of Directors of Garuda Energy shall not object to the said disposal of the MOPU by OCBC Malaysia and to the debt settlement as set out in (c) below.

14

c) Settlement by set-off of charged assets

The MOPU shall be deemed disposed (notwithstanding that the MOPU has not yet been disposed by OCBC Malaysia) and Garuda Energy’s account with OCBC Malaysia, shall be credited by: i. the value determined in (a) above; ii. the penalty interest charged by OCBC Malaysia. For clarification, all

penalty interest shall be waived and there shall be a clawback of any penalty interest paid from the Cut-off Date up to the Lodgment Date. Any clawback shall be first applied to repay any outstanding balance prior to the issuance of the ICULS as below;

iii. the value of the Settlement Shares allocated to OCBC Malaysia under

the Proposed PPTB Scheme of Arrangement and accepted by OCBC Malaysia in accordance with Section 2.3.1 above; and

shall be increased by:

iv. interest accrued after the Cut-off Date up to the Lodgment Date. If the settlement in (c) above is less than the debt outstanding to OCBC Malaysia, then, such balance outstanding shall be assigned by OCBC Malaysia to PPTB in consideration of ICULS to be received by Garuda Energy under the Proposed Bilateral Settlements for Inter Cos at the issue price of the ICULS equal to the value of the lower of the said balance outstanding or the total of such ICULS received from PPTB, as the case may be. The delivery of the said ICULS to OCBC Malaysia shall be deemed to be in full and final settlement of Garuda Energy’s debt to OCBC Malaysia, and Garuda Energy and OCBC Malaysia shall have no further claim against each other.

Upon the PPTB’s corporate guarantee to OCBC Malaysia being released and discharged on the date when the trustee shall distribute the New PPTB Shares, RCULS and ICULS to the respective CDS accounts of the PPTB Scheme Creditors, creditors of Perisai Capital, Intan Offshore and Garuda Energy respectively, and the subscribers of the Proposed Rights Issue (“Settlement Date”), Garuda Energy shall be placed in voluntary liquidation pursuant to Section 2.7 below.

ii. Bilateral Settlement Agreement between Intan Offshore and DBS Singapore

The liabilities owing by Intan Offshore to DBS Singapore, which stood at USD28.2 million or RM121.0 million as at the Cut-off Date, shall be settled as follows: a) Appointment of an independent valuer for the charged assets

Intan Offshore and DBS Singapore shall jointly appoint an independent valuer to value the assets of Intan Offshore charged to DBS Singapore, i.e. the nine (9) units of Offshore Support Vessels (“OSVs”).

15

b) Disposal of the charged assets

DBS Singapore shall be at liberty to exercise its mortgage to dispose the OSVs. The 9 OSVs shall be deemed disposed and the value shall be credited against the debt outstanding in accordance with (c) below, even though the 9 OSVs have not yet been disposed by DBS Singapore. For the avoidance of doubt, any proceeds received from the sale of the OSVs, irrespective of whether it is above or below the debt outstanding to DBS Singapore, shall accrue to DBS Singapore. The Board of Directors of Intan Offshore shall not object to the said disposal of the OSVs by DBS Singapore and to the debt settlement as set out in (c) below.

c) Settlement by set-off of charged assets

The OSVs shall be deemed disposed (notwithstanding that the OSVs has not yet been disposed by DBS Singapore) and Intan Offshore’s account with DBS Singapore, shall be credited by: i. the value determined in (a) above;

ii. the penalty interest charged by DBS Singapore. For clarification,

all penalty interest shall be waived and there shall be a clawback of any penalty interest paid from the Cut-off Date up to the Lodgment Date. Any clawback shall be first applied to repay any outstanding balance prior to the issuance of the ICULS as below;

iii. the value of the Settlement Shares allocated to DBS Singapore

under the Proposed PPTB Scheme of Arrangement and accepted by DBS Singapore in accordance with Section 2.3.1 above; and

shall be increased by:

iv. interest accrued after the Cut-off Date up to the Lodgment Date. If the settlement in (c) above is less than the debt outstanding to DBS Singapore, then, such balance outstanding shall be assigned by DBS Singapore to PPTB in consideration of ICULS to be received by Intan Offshore under the Proposed Bilateral Settlements for Inter Cos at the issue price of the ICULS equal to the value of the lower of the said balance outstanding or the total of such ICULS received from PPTB, as the case may be. The delivery of the said ICULS to DBS Singapore shall be deemed to be in full and final settlement of Intan Offshore’s debt to OCBC Malaysia, and Intan Offshore and DBS Singapore shall have no further claim against each other.

Upon the PPTB’s corporate guarantee to DBS Singapore being released and discharged on the Settlement Date, Intan Offshore shall be placed in voluntary liquidation pursuant to Section 2.7 below.

16

iii. Bilateral Settlement Agreement between Perisai Pacific and OCBC

Singapore/OCBC Labuan

The liabilities owing by Perisai Pacific to OCBC Singapore/OCBC Labuan, which stood at USD154.6 million or RM663.8 million as at the Cut-off Date, shall be settled as follows: a) Interest Waiver

All penalty interest shall be waived. There shall be a claw back of any paid penalty interest from the Cut-off Date up to the Lodgment Date. Any claw back shall be first applied to repay any outstanding balance prior to the settlement below.

b) Settlement via the Proposed Share Issuance under the Proposed

PPTB Scheme of Arrangement

The amount due by Perisai Pacific to OCBC Singapore/OCBC Labuan shall be reduced by the issue price of the Settlement Shares issued by PPTB of RM0.10 per Settlement Share, if any, in part settlement on behalf of Perisai Pacific of its debt to OCBC Singapore/OCBC Labuan as set out in Section 2.3.1 above. For clarification, there shall be no reduction of the debt if OCBC Singapore/OCBC Labuan rejects its allocation of Settlement Shares under the Proposed PPTB Scheme of Arrangement and no such Settlement Shares are issued.

c) Restructuring of the Facility

The remaining debt owing by Perisai Pacific to OCBC Singapore/OCBC Labuan after the waiver in (a) and settlement in (b), if any, shall be restructured into an eight (8) year Islamic hire purchase facility (“the PP-OCBC Facility”).

Profit shall be charged at London Interbank Offer Rate (“LIBOR”) plus 1.5% per annum in the first three (3) years. If the Perisai Pacific jackup rig known as ‘Perisai Pacific 101’ (“PP101 Rig”) is not on charter at any time during this period, profit shall be accrued and capitalised for such period during which the rig is not on charter. However, the accrual of profits shall not be for a period of more than twelve (12) months. After the third year, profit shall be determined and charged in accordance with a step-up mechanism tied to the contract charter rate, as follows:

Charter Rate Profit Rate

Below USD80,000 LIBOR + 1.50%

More than USD80,000 but less than

USD110,000

LIBOR + 1.75%

More than USD110,000 but less than

USD140,000

LIBOR + 2.25%

Above USD140,000 LIBOR + 2.75%

All excess cash after accounting for the repayment of the PP-OCBC Facility (including the servicing of profit), relevant operational expenses of Perisai Pacific and the PPTB Group, dry docking expenses and shared costs (whichever is applicable and subject to OCBC Singapore/Labuan’s approval) will be ring-fenced at Perisai Pacific.

17

The PP-OCBC Facility” shall be secured against: (i) First Priority Ship Mortgage over the PP101 Rig; (ii) Assignment over earnings and bank accounts by Borrower, Perisai

Drilling Sdn Bhd (“Operations & Maintenance Co.”) and Perisai Offshore Sdn Bhd (“Petronas License Co.”); and

(iii) Assignment over Insurance by Borrower and Operations & Maintenance Co.

The corporate guarantee of PPTB to OCBC Singapore/OCBC Labuan shall be released and discharged on the Settlement Date. In the event that the PP101 Rig is not chartered for a continuous period of twelve (12) months following the Lodgment Date, OCBC Singapore/OCBC Labuan shall have the option to either: i. Grant Perisai Pacific a further extension of time to secure a charter

contract, on terms to be agreed by both parties; or

ii. Require Perisai Pacific to dispose the PP101 Rig. The proceeds from such disposal, after deducting disposal costs, shall be utilised to repay the balance outstanding on the PP-OCBC Facility. OCBC Singapore/OCBC Labuan shall accept the sale proceeds, after deducting disposal costs, as full and final settlement of the PP-OCBC Facility. For the avoidance of doubt, any shortfall between the sale proceeds, after deducting disposal costs, and the balance owing under the PP-OCBC Facility shall be waived.

iv. Bilateral Settlement Agreement between EVLB and, OCBC Singapore and

RHB Labuan

The liabilities owing by EVLB to OCBC Singapore and RHB Labuan (collectively, “EVLB Lenders”), which stood at USD118.6 million or RM509.3 million as at the Cut-off Date, shall be settled as follows: a) Interest Waiver

All penalty interest shall be waived. There shall be a claw back of any paid penalty interest from the Cut-off Date up to the Lodgment Date. Any claw back shall be first applied to repay any outstanding balance prior to the settlement below.

b) Settlement via the Proposed Share Issuance under the Proposed

PPTB Scheme of Arrangement

The amount due by EVLB to the EVLB Lenders shall be reduced by the issue price of the Settlement Shares issued by PPTB of RM0.10 per Settlement Share, if any, in part settlement on behalf of EVLB of its debt to the EVLB Lenders as set out in Section 2.3.1 above. For clarification, there shall be no reduction of the debt owing to either of the EVLB Lenders if such EVLB Lender rejects its allocation of Settlement Shares under the Proposed PPTB Scheme of Arrangement and no such Settlement Shares are issued to that EVLB Lender.

18

c) Set-off against the balance deposits in the debt service reserve

account (“DSRA”) and revenue account

The amount due by EVLB to the EVLB Lenders shall be set-off against the balance deposits in EVLB’s DSRA and revenue account after setting aside amounts required to meet EVLB’s floating, production, storage and offloading vessel's (known as ‘Perisai Kamelia’) (“FPSO”) outstanding demobilisation, lay-up and related operating and maintenance costs up to June 2019 (whichever is applicable and subject to the EVLB Lenders’ approval). Any balance not utilised from this set aside amount shall be released to the EVLB Lenders upon commencement of charter income pursuant to the FPSO’s deployment. In the event no charter contract is secured by EVLB for the FPSO by 31 December 2018 or such other period to be approved by majority of the PPTB Scheme Creditors with at least 50% in value, all balances in EVLB’s DSRA and revenue account shall be released to the EVLB Lenders and the EVLB Lenders shall have the right to dispose the FPSO. At any time prior to the Lodgment Date, the EVLB Lenders may proceed to set-off the balance deposit in EVLB’s DSRA and revenue account as set out above. The amounts received by the EVLB Lenders pursuant to the above set-off shall be applied in accordance with the terms set out in (d) below.

d) Restructuring of the Facility

The following amount shall be restructured into an eight (8) year term loan facility (“the EVLB-OCBC/RHB Facility”): (i) the remaining debt owing by EVLB to the EVLB Lenders after the

waiver in (a), the settlement in (b) and the set-off in (c), if any, or

(ii) the total debt in the event there is no settlement pursuant to (b) above,

There shall be a moratorium on principal and interest payment for up to one (1) year or up to the commencement of charter income pursuant to the FPSO’s deployment, whichever is earlier. During such moratorium period, interest shall be capitalised at LIBOR plus 1.5% per annum. After the moratorium period, principal and interest repayments shall be paid via equal monthly installments for the remaining seven (7) years of the EVLB-OCBC/RHB Facility, with interest charged at LIBOR plus 1.5% per annum. The EVLB-OCBC/RHB Facility shall be secured against: (i) first Preferred Naval Mortgage over FPSO; (ii) assignment over proceeds and bank accounts by Borrower,

Victoria Production Services Sdn Bhd (“Operations & Maintenance Co.”) and Larizz Petroleum Services Sdn Bhd (“Petronas License Co.”); and

(iii) assignment over insurance by Borrower and Operations & Maintenance Co.

(iv) Charge over 51% equity interest in EVLB, Upon completion of the prospective charter, the EVLB Lenders will receive a one-off back-end fee of USD1.5 million subject to EVLB securing a minimum 3-year charter contract.

19

The corporate guarantee of PPTB to the EVLB Lenders shall be released and discharged on the Settlement Date. For the avoidance of doubt, in the event that no charter contract is obtained by EVLB for the FPSO by 31 December 2018, OCBC Singapore and RHB Labuan shall be at liberty to exercise their mortgage and dispose the FPSO. PPTB, EVLB or any related parties of PPTB shall not impose any restriction, limitation or condition on OCBC Singapore and RHB Labuan’s right to dispose the FPSO.

2.3.4 Monitoring and control of the Proposed Debt Settlement

A monitoring accountant (“MA”) shall be appointed to report on the compliance of the terms of Perisai Pacific and EVLB’s restructured loans and instruments issued in accordance with the PPTB scheme. The MA is also required to inform the financial institution creditors (“FI Creditors”) of any breach by the relevant Operating Subsidiaries on the proper use of contract proceeds. The MA shall also be a co-signatory of the central depository account for the purpose of holding the ICULS to be distributed to PPTB pursuant to the liquidation of Garuda Energy and Intan Offshore (“PPTB Entitlement ICULS”), which is to be jointly controlled with PPTB (“PPTB Nominee CDS Account”). The MA shall also be co-signatory of the designated bank account for the proceeds from the disposal of the PPTB Entitlement ICULS which is jointly controlled by PPTB (“ICULS Designated Bank Account”). This appointment and monitoring frequency is subject to an annual review by the FI Creditors for their continued role. The ICULS issued to Garuda Energy and Intan Offshore, and received by PPTB shall be dealt with as follows: (a) all ICULS shall be transferred to the PPTB Nominee CDS Account. To facilitate

the sale of the ICULS no later than the second (2nd) half of year two (2), an advisor acceptable to the FI Creditors shall be appointed. The proceeds from the disposal of these ICULS in the nominee account shall be deposited into an ICULS Designated Bank Account;

(b) the selling price of the ICULS shall be in compliance with the rules of Bursa

Malaysia, i.e. selling price shall not be more than ten percent (10%) discount to the 5-day VWAP of PPTB’s shares immediately prior to the price-fixing date;

(c) in the event the ICULS are not disposed by year three (3), then the said ICULS

shall be offered within one month of the third anniversary, proportionately to all RCULS holders for the redemption of the RCULS. For avoidance of doubt the acceptance of the ICULS to redeem the RCULS will be at the option of the RCULS holder. If such redemption is accepted by the RCULS holder the redemption of RCULS would be based on the ascribed value of the ICULS which shall be deemed to be the VWAP.

(d) the ICULS or the sale proceeds thereof in the PPTB Nominee CDS Account

shall be utilised to redeem or pay the interest accrued on the RCULS. In the event the ICULS is distributed in specie to redeem or pay the accrued interest on the RCULS, the price of the ICULS for redemption or interest repayment shall be based on (b) above.

For avoidance of doubt, the matters set out above shall not constitute a charge over the ICULS and shall only apply so long as the RCULS remains outstanding.

20

2.4 DETAILS OF PROPOSED RCULS ISSUE As part of the Proposed Debt Settlement, the Proposed RCULS Issue will entail the issuance of up to RM133,187,692 in nominal value of RCULS at an issue price of RM0.10 to the respective parties as follows:

i. RM64,410,000 in nominal value of RCULS to be issued at RM0.10 to Perisai

Capital for the repayment to the Noteholders; and ii. Up to RM68,777,692 in nominal value of RCULS to be issued at an issue price

of RM0.10 to the PPTB Scheme Creditors whose debts (including any balance of principal and interest) have not been settled after waiver of all penalty interest, deducting the value of any accepted Settlement Shares issued pursuant to the Proposed Share Issuance and after the Proposed Bilateral Settlements), the details of which are set out in Section 2.3.

The Proposed RCULS Issue will be implemented as part of the Proposed Debt Settlement, after the completion of the Proposed Capital Reduction and Consolidation after the Proposed Rights Issue.

The number of RCULS to be issued may be varied, depending on the proven debts of the relevant Scheme Creditors after the waiver of all penalty interest, the acceptance of the settlement in Settlement Shares pursuant to the Proposed Share Issuance and the settlements under the Proposed Bilateral Settlements, after the proof of debt exercise.

The RCULS will be issued in registered form and constituted by a trust deed constituting the RCULS to be executed by PPTB and a duly qualified trustee that can act pursuant to the Capital Markets and Services Act 2007 (and any amendments thereto)(“Trustee”).

The details of the RCULS are set out below:

2.4.1 Issue Size and Minimum Subscription Level

The 644.1 million RCULS to be issued to Perisai Capital pursuant to the Proposed Bilateral Settlements for Inter-Cos between PPTB and Perisai Capital.

The RCULS to be issued to the Scheme Creditors whose debts have not been settled after the waiver of all penalty interest, the acceptance of the settlement in Settlement Shares pursuant to the Proposed Share Issuance and the settlements under the Proposed Bilateral Settlements, shall amount to a nominal value of RM64,410,000.

The minimum subscription level for RCULS assumes that any outstanding balance debt owed by Perisai Capital to its creditors after the Proposed Bilateral Settlements for Inter-Cos, will be partly settled via the issuance of 644.1 million RCULS amounting to RM64,410,000.

On the other hand, the maximum subscription level for RCULS assumes that:

(i) RM64,410,000 in nominal value of RCULS will be issued to Perisai

Capital as outlined above; and

(ii) RM68,777,692 in nominal value of RCULS will be issued to the Scheme Creditors by PPTB to settle any outstanding balance debt owing by PPTB to the relevant Scheme Creditors, after the waiver of all penalty interest, the acceptance of the settlement in Settlement Shares pursuant to the Proposed Share Issuance and the settlements under the Proposed Bilateral Settlements.

21

For illustration purpose, based on the outstanding debt owing to the creditors of Perisai Capital and the relevant PPTB Scheme Creditors as at the Cut-Off Date, the amount of the RCULS to be received by the trustee to be appointed to receive and distribute the scheme cash funding, relevant documents, the RCULS and ICULS to be issued (“Scheme Trustee”) on behalf of each holder of the RCULS (“RCULS Holder”) is as follows: RCULS Holders Nominal Value

RM ‘million

Perisai Capital 64.4

Total RCULS to be issued to Perisai Capital 1 64.4

RHB Labuan 45.8

Hong Leong 3.5

Maybank 11.8

AmBank 5.2

OCBC Malaysia 2.4

Total RCULS to be issued 2 133.1

Notes:

1. Minimum subscription level

2. Maximum subscription level

2.4.2 Basis and justification of the Pricing of RCULS

The Board has fixed the issue price and the conversion price of the RCULS at RM0.10 each after taking into consideration the following:


Regularisation Plan;

ii. the potential future earnings of the PPTB Group; and

iii. the prevailing historical market price of PPTB shares.

The issue price and conversion price of RM0.10 per RCULS represents a premium of approximately 10.1% to the TERP of existing PPTB Shares of RM0.0908 based on the 5-day VWAP of PPTB as at the LPD of RM0.0448, after the Proposed Share Consolidation of PPTB Shares and Proposed Rights Issue (based on the Minimum Scenario). The issue and conversion price of the RCULS has been arrived at after the above considerations.

2.4.3 Salient Terms of the RCULS

The salient terms of the RCULS is set out as below:

Term Details

Issuer : PPTB

Issue size : Up to RM133,187,692 nominal value of RCULS comprising of up to 1,331,876,917 RCULS to be issued pursuant to the Proposed Debt Settlement.

Issue price : RM0.10 per RCULS

Tenure : Eight (8) years commencing from and including the date of issue of the RCULS and expiring on maturity date.

22

Term Details

Maturity date : The day immediately preceding the eight (8) anniversary

of the first date of issuance of the RCULS, and if such

day is not a market day, then on the immediate

preceding market day.

Form and

denomination

: The RCULS are to be issued in registered form in

denomination of RM0.10 each and in multiples of 100

units thereof, and constituted by a trust deed.

Selling restriction,

including tradability

(i.e. tradable or

non-tradable)

: The RCULS are tradable upon listing on the Main Market of Bursa Securities in board lots of 100 RCULS, or such other denomination as may be required by Bursa Securities. No selling restriction is imposed on the RCULS.

Interest rate

payment frequency

Interest rate payment at 2% shall be payable on an annual basis commencing from the third (3rd) anniversary of the first date of issuance of the RCULS. In the event that PPTB is unable to make such interest payment in the 3rd year, such interest shall be accrued and capitalised. Thereafter, interest shall continue to be charged at 2% and payable annually until the maturity date. Any capitalised interest in the 3rd year shall be payable in the 4th year together with the 4th year interest.

Basis of allotment : i. Pursuant to Perisai Capital’s Proposed Bilateral Settlements for PPTB Inter-Cos under which part settlement of the outstanding debt due to Perisai Capital are to be satisfied via issuance of RCULS.

ii. Pursuant to the Proposed PPTB Scheme of

Arrangement under which any balance that remains owing to the Scheme Creditors after the waiver of penalty interest and acceptance of any new PPTB Shares pursuant to the Proposed Share Issuance.

Conversion rights : i. Each registered holder of the RCULS shall have the right to convert all or any number of RCULS held into fully paid-up new PPTB Shares without any cash payment through surrendering the RCULS. If any RCULS Holder exercises its right to convert all or any number of RCULS held by it into new PPTB Shares, no interest shall be payable on such RCULS as from the issue date or interest payment date immediately preceding the conversion date, whichever is later.

ii. All outstanding RCULS which have not been earlier

converted or redeemed will be fully redeemed upon maturity date.

Conversion period : Each registered holder of the RCULS shall have the right to convert the RCULS, in whole or in part, at any time after the fourth (4th) anniversary of the first date of issuance of the RCULS until the maturity date, by giving two (2) weeks of notice to the Issuer.

Conversion ratio : Each RCULS shall be convertible at the option of the RCULS Holders into one (1) new fully paid-up PPTB Share.

23

Term Details

Conversion price : The conversion of the RCULS will not require any cash

payment by the RCULS Holders. The conversion shall

be satisfied by surrendering the RCULS at the nominal

value for cancellation by the Issuer.

Ranking : i. RCULS

The RCULS constitute direct, unsecured and unsubordinated obligations of the Issuer ranking pari passu without discrimination, preference or priority amongst themselves and pari passu with all present and future direct, unsecured obligation of the Issuer from time to time (subject to those preferred by law).

ii. RCULS conversion to Shares

The new PPTB Shares to be issued from the conversion of the RCULS shall, upon issuance and allotment, rank pari passu in all respect with the then existing PPTB Shares, except that the holders of the new PPTB Shares shall not be entitled to any dividends, rights, allotments and/or any other distributions, where the entitlement date precedes the date of allotment and issuance of the new shares.

Redemption : The Issuer may make an early redemption of the RCULS, in whole or in part (but always equally or in the same proportion in relation to each holder and rounded to the nearest full unit) at any time.

The early redemption will be based on the nominal value of the RCULS plus the accrued interest up to the early redemption date. Upon maturity date, all outstanding RCULS (if not earlier converted) will be entirely redeemed in cash at the nominal value of the RCULS plus the accrued interest on the maturity date. There is no fixed redemption schedule in respect of the RCULS.

Notice of

redemption

: The Issuer shall give two weeks notice period to the RCULS Holders prior to the book closure date of the redemption of the RCULS, in whole or in part (but always equally or in the same proportion in relation to each holder and rounded to the nearest full unit) and shall dispatch an information notice informing the RCULS Holders of the book closure date for the redemption. All outstanding RCULS (if not earlier converted) will be debited from the respective RCULS holders’ securities accounts with Bursa Depository and will forthwith be cancelled and payment will be made within fourteen (14) days from the date of RCULS redemption.

Redemption price : Nominal value of RM0.10 per RCULS

Method of

redemption

: By tendering cash

24

Term Details

Adjustment to

conversion price

and/or nominal

value of RCULS in

the event of

alteration to the

issued share

capital

: The Issuer shall make the necessary adjustments to the nominal value of the RCULS in the event of any alteration in the share capital of PPTB on or before the maturity date, whether by way of rights issues, bonus issues, consolidation of shares, subdivision of shares or capital distribution in the form of capital reduction or reduction of capital howsoever being effected, in accordance with the provisions of the Trust Deed.

RCULS Holders’

right to participate

in any distribution

and/or offer of

further securities in

the Issuer

: The RCULS Holders are not entitled to participate in any distribution and/or offer of securities in the Issuer until and unless the RCULS have been validly converted into new PPTB Shares, and such Shares are allotted prior to the entitlement date of such distribution and/or offer of securities.

Amendments to

the RCULS

Holders rights

: Save as otherwise provided in the Trust Deed, an extraordinary resolution of the RCULS Holders is required to sanction any modification, variation, abrogation or compromise of or arrangement in respect of the rights of the RCULS Holders against the Issuer.

Winding

up/liquidation

: In the event of a liquidation or winding up of the Issuer, the RCULS shall rank pari passu with all other present

and future unsecured and unsubordinated debts and obligations of the Issuer, except those which are mandatorily preferred by law.

Guarantee/Security : The RCULS will not be guaranteed/secured.

Rating : The RCULS are exempted from rating requirements pursuant to Paragraph 5.02(b) of the Guidelines on Issuance of Private Debt Securities and Sukuk to Retail Investors.

Voting rights : The RCULS carry no voting rights at the general meetings unless the general meetings are convened for: (a) Proposal to vary the rights and privileges of

such RCULS Holders; and/or

(b) Winding up of PPTB.

Listing : The RCULS shall be listed and traded on the Main

Market of Bursa Securities.

Governing law : The RCULS and the Trust Deed or such other legal documents, if any shall be governed by the laws of Malaysia.

On 8 December 2016, PPTB had exercised an irrevocable and unconditional put option (“Put Option”) pursuant to the Share Sale Agreement dated 30 November 2012 between EOL and PPTB, which required EOL to acquire PPTB’s 51% equity in SJR Marine (L) Ltd (“SJR Marine”) at the Put Option price of USD43,031,406.55 (“Put Option Price”). PPTB is exploring to set off of the Put Option Price with EOL pursuant to the Put Option against the acquisition price payable for the acquisition of 37,333,604 shares in EVLB owned by EOL (“Proposed Set-off”).

25

Similar to the PPTB’s Entitlement ICULS, in the event PPTB recovers the USD43.0 million or part thereof, this amount, after the Proposed Set-off shall be ring fenced and distributed to redeem from the RCULS holders and the amount surplus to that, if any, shall be distributed to Perisai Pacific for settling its outstanding debt. Any surplus shall be placed in a designated account under the purview of the MA. These funds shall be utilised to pare down critical loans and to cover the costs of maintaining the operating assets.

2.4.4 Termination

In the event the RCULS Holders, whether by acts of omission or commission fail to carry out any necessary obligation on their part which is required for the completion of the Proposed RCULS Issue, the Company shall be entitled to issue and hold the RCULS as treasury instruments, to be later delivered to the RCULS Holders upon the RCULS Holders coming forth to claim the RCULS. In the event that the RCULS Holder does not come forth and the RCULS is due to mature, the Company shall be entitled to convert the RCULS into new PPTB Shares and hold those PPTB Shares as treasury shares until such time as the RCULS Holder comes forth to claim those PPTB Shares.

Notwithstanding the above, the Company shall be entitled to deal with the RCULS and/or converted PPTB Shares in any manner as may be prescribed under Unclaimed Moneys Act 1965, including the disposal of the RCULS and/or PPTB Shares and the remission of the proceeds to the Malaysian Government.

The RCULS shall be effectively cancelled upon conversion to new PPTB Shares or redemption on the maturity date.

2.4.5 Listing of and quotation for the RCULS and new PPTB Shares

The RCULS and the new PPTB Shares to be issued pursuant to the conversion of the RCULS will be listed on the Main Market of Bursa Securities. An application for the listing of and quotation for the RCULS and the new PPTB Shares to be issued pursuant to the conversion of the RCULS will be submitted to Bursa Securities in due course.

2.4.6 Underwriting

The RCULS to be issued pursuant to the Proposed RCULS Issue will not be underwritten.

2.5 PROPOSED ICULS ISSUE

As part of the Proposed Debt Settlement, the Proposed ICULS Issue will entail the issuance of up to RM600,861,888 of ICULS at an issue price of RM0.10 to the Inter-Co Creditors based on their outstanding debts (including any balance of the principal and interest) after the waiver of penalty interest and the Proposed Share Issuance under the Proposed Debt Settlement, as detailed in Section 2.3.2 above.

The Proposed ICULS Issue will be implemented as part of the Proposed Debt Settlement, after the completion of the Proposed Capital Reduction and Consolidation. The eventual number of ICULS to be issued may be varied, depending on the proven debts of the relevant Scheme Creditors as at the Lodgment Date, based on the proof of debt exercise to be conducted. The ICULS will be issued in registered form and constituted by a trust deed constituting the ICULS to be executed by PPTB and the Trustee.

26

The details of the ICULS are as set out below:

2.5.1 Issue Size and Minimum Level of Subscription

Subject to the terms and conditions of the Proposed Bilateral Settlements for PPTB Inter-Cos as set out in Section 2.3.2 above, the holders of the ICULS (“ICULS Holders”) will receive up to RM600,861,888 in ICULS based on their respective outstanding principal and interest. The ICULS will be issued upon approval of the Proposed Regularisation Plan. For the purpose of illustration, based on the debt outstanding as at the Cut-Off Date, the value of the ICULS to be subscribed by the Scheme Trustee on behalf of each ICULS Holder is as follows:

ICULS Holder Nominal

Value

RM ‘million

Perisai Capital* 393.6

Garuda Energy 62.9

Intan Offshore 144.4

Total ICULS to be issued 600.9

* To be distributed to the creditors of Perisai Capital under the

Proposed Bilateral Settlements (PPTB Inter-Cos) or via the

liquidation of Perisai Capital in the event that the Proposed

Bilateral Settlements (PPTB Inter-Cos) is not approved

2.5.2 Basis and justification of the Pricing of ICULS

The Board had fixed the issue price and the conversion price of the ICULS at RM0.10 each after taking into consideration the following:


Regularisation Plan;

ii. the potential future earnings of the PPTB Group; and

iii. the prevailing historical market price of PPTB Shares.

The issue price and conversion price of RM0.10 per ICULS represents a premium of approximately 10.1% to the TERP of existing PPTB Shares of RM0.0908 based on the 5-day VWAP of PPTB as at the LPD of RM0.0448, after the Proposed Share Consolidation of PPTB Shares and Proposed Rights Issue (based on the Minimum Scenario). Premised on the terms of the ICULS, the ICULS cannot be converted into new PPTB Shares before its maturity date, i.e. the last market day prior to the fifth (5th) anniversary of the date of issuance of the ICULS, except only to facilitate a takeover by new investor(s). In the event of a takeover, conversion of the ICULS may be permitted with the approval by a simple majority of ordinary shareholders and a simple majority of ICULS Holders. All outstanding ICULS would be mandatorily converted into new PPTB Shares on the maturity date.

27

2.5.3 Salient Terms of the ICULS

The salient terms of the ICULS is set out as follows:

Term Details

Issuer : PPTB

Issue size : Up to RM600,861,888 million nominal value of

ICULS comprising of up to 6,008,618,878 ICULS

to be issued pursuant to the Proposed Debt

Settlement.

Issue price : RM0.10 per ICULS

Tenure : Five (5) years commencing from and including the date of issue of the ICULS and expiring on maturity date.

Maturity date : The day immediately preceding the fifth (5th)

anniversary of the first date of issuance of the

ICULS, and if such day is not a market day, then

on the immediate preceding market day.

Form and denomination : The ICULS are to be issued in registered form in

denomination of RM0.10 each and in multiples of

100 units thereof, and constituted by the trust

deed.

Selling restriction,

including tradability (i.e.

tradable or non-

tradable)

: The ICULS are tradable upon listing on the Main Market of Bursa Securities in board lots of 100 ICULS, or such other denomination as may be required by Bursa Securities. No selling restriction is imposed on the ICULS.

Board lot : The ICULS are tradable upon listing in board lots

of 100 ICULS.

Coupon rate payment

frequency

: The coupon rate of the ICULS shall be equivalent

to the annual dividend rate to be declared for

PPTB Shares, calculated based on the nominal

value of the ICULS.

Basis of allotment : Pursuant to the Proposed Bilateral Settlements for

Inter-Cos between PPTB and Inter-Co Creditors,

any balance debt that remains outstanding to the

PPTB Inter-Co Creditors after the waiver of penalty

interest and the Proposed Share Issuance under

the Proposed Debt Settlement shall be satisfied

via issuance of such ICULS.

28

Term Details

Conversion rights : i. All outstanding ICULS will be mandatorily converted into new PPTB Shares upon maturity.

ii. Prior to the mandatory conversion at the

maturity date, each of these ICULS shall not be convertible into a fully paid-up new PPTB Share, except only to facilitate a takeover by new investor(s), if any. In the event of a takeover, conversion of the ICULS may be permitted if approved by a simple majority of ordinary shareholders and a simple majority of ICULS Holders.

Conversion period : Only upon maturity date, except where in the case

of a takeover.

Conversion ratio : Each ICULS shall be convertible at the option of

the ICULS Holder into one (1) newly fully paid-up

PPTB Share without the payment of additional

consideration by the ICULS Holder.

Conversion price : The conversion price of the ICULS is RM0.10 for

one (1) new PPTB Share. The conversion of the

ICULS will not require any cash payment by the

ICULS Holders. The ICULS shall be effectively

cancelled upon conversion to new ordinary shares

of PPTB on maturity.

Ranking : i. ICULS

The ICULS constitute direct and unsecured and unsubordinated obligations of the Issuer ranking pari passu without discrimination, preference or priority amongst themselves and pari passu with all present and future direct and unsecured obligation of the Issuer from time to time (subject to those preferred by law).

ii. ICULS conversion to Shares

The new PPTB Shares to be issued from the conversion of the ICULS shall, upon issuance and allotment, rank pari passu in all respects

with the then existing PPTB Shares, except that the holders of the new PPTB Shares shall not be entitled to any dividends, rights, allotments and/or any other distributions, where the entitlement date precedes the date of allotment and issuance of the new PPTB Shares.

Adjustment to

conversion price and/or

nominal value of ICULS

in the event of alteration

to the issued share

capital

: The Issuer shall make the necessary adjustments to the nominal value of the ICULS in the event of any alteration in the share capital of PPTB on or before the maturity date, whether by way of rights issues, bonus issues, consolidation of shares, subdivision of shares or capital distribution in the form of capital reduction or reduction of capital howsoever being effected, in accordance with the provisions of the Trust Deed.

29

Term Details

ICULS Holders’ right to

participate in any

distribution and/or offer

of further securities in

the Issuer

: The ICULS Holders are not entitled to participate in any distribution and/or offer of securities in the Issuer until and unless the ICULS have been validly converted into new PPTB Shares, and such shares are allotted prior to the entitlement date of such distribution and/or offer of securities.

Amendments to the

ICULS Holders rights

: Save as otherwise provided in the Trust Deed, an extraordinary resolution of the ICULS Holders is required to sanction any modification, variation, abrogation or compromise of or arrangement in respect of the rights of the ICULS Holders against the Issuer.

Winding up/liquidation : In the event of a liquidation or winding up of the Issuer, the ICULS shall rank pari passu with all other present and future unsecured and unsubordinated debts and obligations of the Issuer, except those which are mandatorily preferred by law. The ICULS shall rank in priority to ordinary PPTB Shares in the event of a shareholder’s or creditor’s winding up of PPTB.

Guarantee/Security : The ICULS will not be guaranteed/secured.

Rating : The ICULS will not be rated.

Voting rights : The ICULS carry no voting rights at the general meetings unless the general meetings are convened for: (c) proposal to vary the rights and privileges

of such ICULS holders; and/or

(d) winding up of PPTB.

Listing : The ICULS shall be listed and traded on the Main

Market of Bursa Securities.

Governing law : The ICULS and the Trust Deed or such other legal documents, if any shall be governed by the laws of Malaysia.

2.5.4 Termination

In the event the ICULS Holders, whether by acts of omission or commission fail to carry out any necessary obligation on their part which is required for the completion of the Proposed ICULS Issue, the Company shall be entitled to issue and hold the ICULS as treasury instruments, to be later delivered to the ICULS Holders upon the ICULS Holders coming forth to claim the ICULS. In the event that the ICULS Holder does not come forth and the ICULS is due to mature, the Company shall be entitled to convert the ICULS into new ordinary shares of the Company and hold those PPTB Shares as treasury shares until such time as the ICULS Holder comes forth to claim those PPTB Shares.

Notwithstanding the above, the Company shall be entitled to deal with the ICULS and/or converted PPTB Shares in any manner as may be prescribed under the Unclaimed Moneys Act 1965, including the disposal of the ICULS and/or PPTB Shares and the remission of the proceeds to the Malaysian Government. The ICULS shall be effectively cancelled upon conversion to new PPTB Shares or redemption on the maturity date.

30

2.5.5 Listing of and quotation for the ICULS

The ICULS and the new PPTB Shares to be issued pursuant to the conversion of the ICULS will be listed on the Main Market of Bursa Securities. An application for the listing of and quotation for the ICULS and the new PPTB Shares to be issued pursuant to the conversion of the ICULS will be submitted to Bursa Securities in due course.

2.5.6 Underwriting

The ICULS to be issued pursuant to the Proposed ICULS Issue will not be underwritten.

2.6 Summary of Source of Settlement for the Scheme Creditors, the Noteholders and the Operating Subsidiaries’ Lenders For clarification, the following sets out the means by which the Scheme Creditors, the Noteholders and the Operating Subsidiaries’ Lenders are to be settled under the Proposed Debt Settlement:

Scheme Creditors

Noteholders Operating Subsidiaries’ Lenders


Scheme Creditors, which includes Noteholders and Operating Subsidiaries’ Lenders, shall be entitled to the new PPTB Shares under the Proposed Share Issuance, and then rank their balances for settlement under the Proposed Bilateral Settlements (where applicable to them). Any balance not settled after the above shall be settled via RCULS.

Proposed Bilateral Settlements between Perisai Capital and PPTB

The Noteholders shall be entitled to the RCULS and ICULS received by Perisai Capital under its bilateral settlement agreement with PPTB.

Proposed Bilateral Settlements for Operating Subsidiaries

Operating Subsidiaries’ Lenders shall be entitled to a settlement under the bilateral settlements with the relevant Operating Subsidiary.


31

The proposed settlement of the outstanding debts owing to the above creditors under the Proposed PPTB Scheme of Arrangement and Proposed Bilateral Settlements is summarised below:

Total Outstanding Proposed PPTB Scheme of Arrangement Proposed Bilateral Agreement Total

Settlement (PPTB and Subsidiary

Level)

Borrower

Outstanding as at 30

June 2017

Subsequent Payments / Additional

Loan

Estimated Interest Up

to the Settlement

Date

Estimated Outstanding

as at the Settlement

Date

PPTB Scheme

Creditors

Subsequent Payment / Additional

Loan

Estimated Interest Up

to the Settlement

Date

Estimated Outstanding

as at the Settlement

Date(1)

Waiver Proposed

Share Issuance

Proposed RCULS

Issuance Waiver

Proposed Disposal of

Assets

Proposed Restructured

Loan

Proposed RCULS

Issuance

Proposed ICULS

Issuance

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM’000

Lenders of PPTB

RHB Labuan PPTB 44,346.2 - 3,664.0 48,010.2 44,346.2 - 3,664.0 48,010.2 365.7 1,827.8 45,816.7 - - - - - 47,644.5

Hong Leong PPTB 3,693.0 - 196.9 3,889.9 3,693.0 - 196.9 3,889.9 225.5 148.1 3,516.3 - - - - - 3,664.4

Maybank PPTB 10,786.5 - 1,704.7 12,491.2 10,786.5 - 1,704.7 12,491.2 229.8 475.5 11,785.9 - - - - - 12,261.4

AmBank PPTB 4,846.8 - 813.5 5,660.3 4,846.8 - 813.5 5,660.3 191.6 215.5 5,253.2 - - - - - 5,468.7

OCBC Malaysia

PPTB 2,532.5 - 98.3 2,630.8 2,532.5 - 98.3 2,630.8 125.0 100.2 2,405.6 - - - - -

2,505.8

66,205.0 - 6,477.4 72,682.4 66,205.0 - 6,477.4 72,682.4 1,137.6 2,767.1 68,777.7 - - - - - 71,544.6

CG Lenders

OCBC Malaysia

Garuda Energy

97,071.7 - 10,340.1 107,411.8 97,071.7 - 10,340.1 107,411.8 1,584.4 4,089.2 - 1,584.4 21,470.0 (2) - - 62,881.2(4) 88,440.4

DBS Singapore

Intan Offshore

120,966.5 - 10,986.1 131,952.6 113,498.7 - 10,387.2 123,885.9 8,109.6 4,716.4 - 8,466.9 47,234.0 (2) - - 71,535.3(5) 123,485.7

OCBC Singapore/ OCBC Labuan

Perisai Pacific

663,753.3 (49,825.0) 46,232.7 660,161.0 663,753.3 (49,825.0) 46,232.7 660,161.0 - 25,132.4 - - - 635,028.5 (3) - - 660,160.9

OCBC Singapore

EVLB 314,914.2 (95,258.2) 24,045.7 243,701.7 160,606.2 (48,581.7) 12,263.3 124,287.8 5,547.0 4,731.7 - 10,876.5 - 228,093.5 (3) - - 232,825.2

RHB Labuan EVLB 194,391.5 (58,801.3) 14,843.0 150,433.2 99,139.7 (29,988.7) 7,569.9 76,720.9 3,424.1 2,920.8 - 6,713.9 - 140,798.5 (3) - - 143,719.3

OCBC Al-Amin

SJR Marine

92,543.6 2,397.1 4,208.9 99,149.6 47,197.2 1,222.5 2,146.5 50,566.2 902.3 1,925.1 - - - - - - 1,925.1

1,483,640.8 (201,487.4) 110,656.5 1,392,809.9 1,181,266.8 (127,172.9) 88,939.7 1,143,033.6 19,567.4 43,515.6 - 27,641.7 68,704.0 1,003,920.5 - 134,416.5 1,250,556.6

Other Scheme Creditors

Noteholders 427,431.3 - 48,729.9 476,161.2 427,431.3 - 48,729.9 476,161.2 - 18,127.5 - 6,714.1 - - 64,410.0 393,623.6(6) 476,161.1

Subtotal 1,977,277.1 (201,487.4) 165,863.8 1,941,653.5 1,674,903.1 (127,172.9) 144,147.0 1,691,877.2 20,705.0 64,410.2 68,777.7 34,355.8 68,704.0 1,003,920.5 64,410.0 528,040.1 1,798,262.3

Inter-Co Creditors

Garuda Energy 66,970.4 - - 66,970.4 - - - - - - - - - - -(4) -

Intan Offshore 149,073.4 - - 149,073.4 - - - - - - - - - - 72,821.8(5) 72,821.8

Perisai Capital 411,777.6 - - 411,777.6 - - - - - - - - - - -(6) -

Subtotal 627,821.4 - - 627,821.4 - - - - - - - - - - - 72,821.8 72,821.8

Total 2,605,098.5 (201,487.4) 165,863.8 2,569,474.9 1,674,903.1 (127,172.9) 144,147.0 1,691,877.2 20,705.0 64,410.2 68,777.7 33,998.9 68,704.0 1,036,705.4 64,410.0 600,861.9 1,871,084.3

32

Notes: 1. Includes amounts due to CG Lenders which are allowed to rank for settlement under the Proposed PPTB Scheme of Arrangement. 2. Based on the Group’s estimated value of the charged assets. This value will be subject to change depending on the determination by independent valuers, as explained in Section 2.3.3. 3. In the event that these Scheme Creditors decline the Settlement Shares, the restructured loan amounts will be adjusted accordingly. 4. ICULS to be issued to Garuda Energy under the Proposed Bilateral Settlements for PPTB Inter-Cos are assumed to be distributed in part to DBS Singapore. 5. ICULS to be issued to Intan Offshore under the Proposed Bilateral Settlements for PPTB Inter-Cos are assumed to be distributed in full to OCBC Malaysia. 6. ICULS to be issued to Perisai Capital under the Proposed Bilateral Settlements for PPTB Inter-Cos including, including the additional 643.8 million ICULS are assumed to be distributed in full

to the Noteholders.


33

2.7 PROPOSED LIQUIDATION OF SUBSIDIARIES

Upon disposal of the MOPU and the 9 OSVs pursuant to the Proposed Bilateral Settlements for Operating Subsidiaries’ Lenders involving Garuda Energy and Intan Offshore respectively, it is proposed that Garuda Energy and Intan Offshore be wound up voluntarily. Further, it is proposed that Perisai Capital be wound up voluntarily after the completion of the Proposed Bilateral Settlements for PPTB Inter-Cos and upon settlement of all outstanding debt owing to Perisai Capital’s creditors and if deemed appropriate by the Board of Directors of Perisai Capital. The winding-up of the above subsidiaries of PPTB is in line with the plans of PPTB Group to focus its business on the PP101 Rig, being the oil drilling rig of the PPTB Group and the FPSO unit of the PPTB Group, namely Perisai Kamelia, as part of its business rationalisation exercise.

3. UTILISATION OF PROCEEDS The Proposed Debt Settlement, Proposed Capital Reduction and Consolidation, and the Proposed Liquidation of Subsidiaries will not result in any proceeds to be raised. The Proposed Share Issuance, Proposed RCULS Issue and the Proposed ICULS Issue are not expected to raise any immediate proceeds for the Company as the PPTB Shares, RCULS and ICULS will be eventually issued to the Scheme Creditors and may be converted at no cost to the Scheme Creditors.

Assuming that the Proposed Rights Issue is fully subscribed by the existing shareholders of the Company or where applicable, the Proposed Private Placement takes effect in the event the Proposed Rights Issue is under-subscribed, the gross proceeds raised shall be utilised for in the following manner:

Minimum Scenario (RM’000)

Estimated timeframe for

utilisation

Maximum Scenario (RM’000)

Estimated timeframe for

utilisation

Estimated Proceeds 8,588 - 22,339 -

Proposed utilisation of proceeds

Debt restructuring costs – Professional fees and contingencies

4,453 Within 6 months 8,673 Within 18 months

Estimated expenses in relation to the Proposed Regularisation Plan(1)

221 Within 3 months 221 Within 3 months

Working Capital(2)

3,914 Within 5 months 13,445 Within 15 months

Total 8,588 - 22,339 -

Notes:- (1) The estimated expenses consist of fees payable to relevant authorities and other incidental expenses in relation to the

Proposed Regularisation Plan. If the actual expenses related to the Proposed Regularisation Plan differ from the estimated amount above, the excess/shortfall will be adjusted to working capital and vice versa.

(2) The Company proposes to utilise the proceeds for the Group’s day-to-day operations which includes payment to suppliers and administration and operating expenses, as well as other general administrative expenses subject to the operating requirements of the Group at the time of utilisation.

34

4. RATIONALE FOR THE PROPOSED REGULARISATION PLAN 4.1 Proposed Capital Reduction and Proposed Share Consolidation

The Proposed Capital Reduction is to facilitate the reduction and elimination of the accumulated losses of the Company. The reduction in accumulated losses will be able to enhance PPTB’s credibility with its bankers, investors and other stakeholders, apart from paving a stronger financial platform for the Group’s future growth. Whereas the Proposed Share Consolidation will enable the Company to boost the Company’s share price and to issue more shares in the future.

4.2 Proposed Fund Raising Exercise

The Proposed Fund Raising Exercise is mainly undertaken to raise funds to cover the costs of the Proposed Debt Settlement and for working capital purposes.

After due consideration of the proposed utilisation of proceeds as set out above and the various methods of fund raising for such purposes, the Board is of the opinion that raising funds by way of the Proposed Rights Issue is most suitable for the following reasons:-

(i) enable the Company to raise funds without incurring interest expense as

compared to bank borrowings; (ii) the Proposed Rights Issue will enable the Company to raise the requisite funds

for the purposes set out in Section 3 of this announcement; (iii) the Proposed Rights Issue will provide an opportunity for existing shareholders

of PPTB to further participate in the equity of the Company via the issuance of new PPTB Shares, without diluting the existing shareholders’ interests, assuming that all the Entitled Shareholders fully subscribe for their respective entitlements pursuant to the Proposed Rights Issue; and

(iv) the Proposed Rights Issue will increase the Group’s shareholders’ funds,

strengthen the Group’s capital base and hence reduce its gearing levels.

4.3 Proposed Debt Settlement, Proposed Share Issuance, Proposed RCULS Issue and Proposed ICULS Issue The Proposed Debt Settlement will enable the Group to resolve its debt obligation with the Scheme Creditors as opposed to a liquidation scenario where the unsecured creditors are not expected to obtain any recovery, and the Proposed Share Issuance, Proposed RCULS Issue and Proposed ICULS Issue are the means by which the settlement of the Scheme Creditors can be effected. Whilst there is no substantial waiver of debts by the lenders, there are mechanisms in place under the Proposed Regularisation Plan to mitigate the impact of the level of debt being carried by the Group, post restructuring. These include the disposal of assets namely MOPU and 9 OSVs which is owned by the Garuda Energy and Intan Offshore respectively. The disposal proceeds will then form part of the debt settlement of Garuda Energy and Intan Offshore with their respective Financial Institution Creditors. As for Perisai Pacific and EVLB, both subsidiaries will maintain the ownership and continue operations of their respective assets subject to a charter contract being secured and the debt outstanding after the Proposed Share Issuance shall be restructured into an 8 year Islamic hire purchase facility and 8 year term loan but subject to terms and conditions with their respective Financial Institution Creditors.

35

The disposal of assets and the terms of the Restructured Loans to 8 years, will enable the Company to persevere through this difficult period in the oil and gas industry. In the event that the recovery is protracted, there is a mechanism for the lenders to extend the Restructured Loans and/or dispose the relevant assets should there be an attractive offer in the market.

Interest has broadly been pegged to LIBOR plus 1.5% per annum, subject to review in the event of an upturn in the oil and gas industry, as reflected in the improved charter rates or charges, or the improvement in the profitability of the Operating Subsidiaries.

4.4 Proposed Liquidation of Subsidiaries

The Proposed Liquidation of Subsidiaries is in line with the plans of PPTB Group to focus its business on the PP101 Rig, being the oil drilling rig of the PPTB Group and the FPSO unit of the PPTB Group, namely Perisai Kamelia, as part of its business rationalisation exercise. Therefore, PPTB Group is of the opinion that selling off the assets would be the best scenario for the PPTB Group as a whole.

Premised on the above, the Proposed Regularisation Plan is expected to enable PPTB Group to meet the conditions for the regularisation of its financial condition as per PN17 of the MMLR.


36

5. EFFECTS OF THE PROPOSED REGULARISATION PLAN 5.1 Share capital

The effects of the Proposed Capital Reduction and Proposed Share Consolidation, Proposed Rights Issue and Proposed Share Issuance on the share capital of the Company are as follows:

Minimum Scenario Maximum Scenario

No. of PPTB Shares

Amount (RM)

No. of PPTB Shares

Amount (RM)

Issued share capital as at LPD 1,260,872,078 770,888,300 1,260,872,078 770,888,300 To be issued upon full exercise of the outstanding ESOS Options(1) - - 51,054,340 42,073,056

After the Proposed Capital Reduction and cancellation of treasury shares 1,260,472,078 40,000,000 1,311,526,418 82,073,056

After the Proposed Share Consolidation 630,236,039 40,000,000 655,763,209 82,073,056

To be issued pursuant to the Proposed Rights Issue 85,880,000 8,588,000 223,390,635 22,339,064

Enlarged issued share capital after the Proposed Rights Issue 716,116,039 48,588,000 879,153,844 104,412,120

To be issued pursuant to the Proposed Share Issuance 644,100,000 64,410,000 644,100,000 64,410,000

Enlarged issued share capital after the Proposed Share Issuance 1,360,216,039 112,998,000 1,523,253,844 168,822,120

Upon full conversion of ICULS and RCULS(2) 7,340,495,795 734,049,580 7,340,495,795 734,049,580

Enlarged issued share capital

8,700,711,834 847,047,580 8,863,749,639 902,871,700

Notes: (1) The exercise prices of the outstanding ESOS Options range from RM0.40 per share to RM1.44 per share, based on the exercise prices.

(2) Assuming none of the RCULS are redeemed by the Company during the tenure of the RCULS.

The Proposed Debt Settlement and Proposed Liquidation of Subsidiaries will not have any effect on the Company’s share capital. For the Proposed RCULS Issue and Proposed ICULS Issue, there shall be no effect on the Company’s share capital until any outstanding ICULS are converted into new PPTB Shares on maturity and where any outstanding RCULS are converted into new PPTB Shares on maturity instead of being redeemed by the Company.

37

5.2 Net assets (“NA”) and gearing

Minimum Scenario I II III IV V

Audited as at 30 June 2017

After adjustments for significant events*

After the Proposed Capital Reduction and Proposed Share Consolidation

After I, the Proposed Rights Issue

After II and the Proposed Debt Settlement and the Proposed ICULS Issue and Proposed RCULS Issue

After III and the Proposed Liquidation of Subsidiaries

After IV, full conversion of ICULS and full conversion of RCULS(1)

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

Share capital 770,888 770,888 40,000 48,588 112,998 112,998 847,048

Treasury shares (231) (231) - - - - (36,490)

Treasury ICULS - - - - - (36,490) -

(Accumulated losses)/ Retained earnings

(962,830) (883,080) (152,423) (155,444) (477,221) (365,551) (365,551)

Other reserves 324,234 276,123 276,123 276,123 276,123 177,405 177,405

Loan Stocks (ICULS) - - - - 600,862 600,862 -

Loan Stocks (RCULS – Notes)

- - - - 18,666 18,666 -

Loan Stocks (RCULS – FI Creditors)

- - - - 20,107 20,107 -

Equity attributable to owners of the Company

132,061 163,700 163,700 169,267 551,535 527,997 622,412

Non-controlling interests

118,842 118,842 118,842 118,842 35,952 6,087 6,087

Total equity 250,903 282,542 282,542 288,109 587,487 534,084 628,499

Number of shares (excluding treasury shares) (000)

1,260,472 1,260,472 630,236 716,116 716,116 716,116 8,700,712

NA per share (RM) 0.10 0.13 0.26 0.24 0.77 0.74 0.07

Gearing ratio (times) 9.98 8.05 8.05 4.57 1.28 1.33 1.00

Borrowings 1,317,964 1,317,964 1,317,964 773,455 704,751 704,751 622,581

Notes: (1) Assuming none of the RCULS are redeemed by the Company during the tenure of the RCULS.

38

Maximum Scenario

I II III IV V

Audited as at 30 June 2017

After adjustments for significant events*

Upon full exercise of outstanding ESOS Options(1)

After the Proposed Capital Reduction and Proposed Share Consolidation

After I, the Proposed Rights Issue

After II and the Proposed Debt Settlement and the Proposed ICULS Issue and Proposed RCULS Issue

After III and the Proposed Liquidation of Subsidiaries

After IV, full conversion of ICULS and full conversion of RCULS(2)

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

Share capital 770,888 770,888 812,961 82,073 104,412 168,822 168,822 902,872

Treasury shares (231) (231) (231) - - - - (36,490)

Treasury ICULS - - - - - - (36,490) -

(Accumulated losses)/ Retained earnings

(962,830) (883,080) (883,080) (152,423) (155,444) (477,221) (365,551) (365,551)

Other reserves 324,234 276,123 276,123 276,123 276,123 276,123 177,405 177,405

Loan Stocks (ICULS) - - - - - 600,862 600,862 -

Loan Stocks (RCULS – Notes)

- - - - - 18,666 18,666 -

Loan Stocks (RCULS – FI Creditors)

- - - - - 20,107 20,107 -

Equity attributable to owners of the Company

132,061 163,700 205,773 205,773 225,091 607,359 583,821 678,236

Non-controlling interests

118,842 118,842 118,842 118,842 118,842 35,952 6,087 6,087

Total equity 250,903 282,542 324,615 324,615 343,933 643,311 589,908 684,323

Number of shares (excluding treasury shares) (000)

1,260,472 1,260,472 1,311,526 655,763 879,154 879,154 879,154 8,863,750

NA per share (RM) 0.10 0.13 0.16 0.31 0.26 0.69 0.66 0.08

Gearing ratio (times) 9.98 8.05 6.40 6.40 5.86 1.16 1.21 0.92

Borrowings 1,317,964 1,317,964 1,317,964 1,317,964 1,317,964 704,751 704,751 622,581

Notes: (1) The exercise prices of the outstanding ESOS Options range from RM0.40 per share to RM1.44 per share, based on the exercise prices. (2) Assuming none of the RCULS are redeemed by the Company during the tenure of the RCULS.

39

5.3 Earnings and earnings per share (“EPS”) The Proposed Capital Reduction and Proposed Share Consolidation will not have any impact on the earnings and EPS of the PPTB Group. However, the Proposed Share Consolidation will increase the consolidated EPS of the PPTB Group as a result of the reduction in the number of PPTB Shares. The EPS of the Group is expected to be diluted for the FYE 30 June 2018 as a result of the increase in the number of PPTB Shares in issue after the Proposed Rights Issue. However, the Board expects the Proposed Rights Issue to contribute positively to the future earnings of the Group via the utilisation of the proceeds, which is expected to contribute to the future earnings of the Group over the long-term. Upon completion of the Proposed Rights Issue, Proposed Debt Settlement, Proposed Share Issuance, Proposed RCULS Issue and the Proposed ICULS Issue, the Group expects to reduce the finance cost by RM32.77 million for the FYE 30 June 2018, after taking into consideration the interest waiver. Pursuant thereto, the Group expects the reduction in finance cost to be reflected in improved earnings of the Group upon completion of the Proposed Regularisation Plan. Save for the above, the Proposed Liquidation of Subsidiaries will not have any impact on the earnings nor share capital of the Group as the assets owned by both liquidated companies are not being utilised for any contract to generate income.


40

5.4 Substantial shareholders’ shareholdings Minimum Scenario;

Substantial Shareholders As at the LPD After Proposed Capital Reduction and

Proposed Share Consolidation After the Proposed Rights Issue

Direct % Indirect % Direct % Indirect % Direct % Indirect %

‘000 ‘000 ‘000 ‘000 ‘000 ‘000

Ezra Holdings Limited - - 281,344(1) 22.31 - - 140,672 22.32 - - 140,672 19.64

EOL 144,661 11.47 - - 72,331 11.48 - - 72,331 10.10 - -

HCM Logistics Limited 136,683 10.84 - - 68,342 10.84 - - 68,342 9.54 - -

Sage 3 Capital Sdn Bhd - - - - - - - - 42,940 6.00 - -

Placee to be identified - - - - - - - - 42,940 6.00 - -

OCBC Group (3) - - - - - - - - - - - -

DBS Singapore - - - - - - - - - - - - RHB Labuan - - - - - - - - - - - -

Substantial Shareholders After the Proposed Debt Settlement Upon full conversion of RCULS and ICULS

Direct % Indirect % Direct % Indirect %

‘000 ‘000 ‘000 ‘000

Ezra Holdings Limited - - 140,672 10.34 - - 490,290 5.64

EOL 72,331 5.32 - - 421,948 (2) 4.85 - -

HCM Logistics Limited 68,342 5.02 - - 68,342 0.79 - -

Sage 3 Capital Sdn Bhd 42,940 3.16 - - 42,940 0.49 - -

Placee to be identified 42,940 3.16 - - 42,940 0.49 - -

OCBC Group (3) 359,786 26.46 - - 1,012,654 11.64 - -

DBS Singapore 47,164 3.47 - - 762,517 8.76 - -

RHB Labuan 47,486 3.49 - - 505,653 5.82 - -

Notes: (1) Deemed interested by virtue of the company’s interest in EOL and HCM Logistics Limited pursuant to Section 8 of the Companies Act 2016. (2) Includes the conversion of ICULS to be distributed to EOL pursuant to the proposed liquidation of Intan Offshore. (3) Comprise OCBC Singapore, OCBC Labuan and OCBC Al-Amin.

41

Maximum Scenario

Substantial Shareholders As at the LPD Upon full exercise of all outstanding ESOS

Options After Proposed Capital Reduction and

Proposed Share Consolidation


‘000 ‘000 ‘000 ‘000 ‘000 ‘000

Ezra Holdings Limited - - 281,344(1) 22.31 - - 281,344 21.45 - - 140,672 21.45

EOL 144,661 11.47 - - 144,661 11.03 - - 72,331 11.03 - -


OCBC Group (3) - - - - - - - - - - - -

DBS Singapore - - - - - - - - - - - - RHB Labuan - - - - - - - - - - - -

Substantial Shareholders After the Proposed Rights Issue After the Proposed Debt Settlement Upon full conversion of RCULS and ICULS


‘000 ‘000 ‘000 ‘000 ‘000 ‘000

Ezra Holdings Limited - - 188,593 21.45 - - 188,593 12.38 - - 538,211 6.07

EOL 96,971 11.03 - - 96,971 6.37 - - 446,588 (2) 5.04 - -


OCBC Group (3) - - - - 359,786 23.78 - - 1,012,654 11.43 - -

DBS Singapore - - - - 47,164 3.10 - - 762,517 8.60 - -

RHB Labuan - - - - 47,486 3.12 - - 505,653 5.71 - -

Notes:

(1) Deemed interested by virtue of the company’s interest in EOL and HCM Logistics Limited pursuant to Section 8 of the Companies Act 2016. (2) Includes the conversion of ICULS to be distributed to EOL pursuant to the proposed liquidation of Intan Offshore. (3) Comprise OCBC Singapore, OCBC Labuan and OCBC Al-Amin.

42

5.5 Convertible Securities Save for the outstanding ESOS Options, the Company does not have any other outstanding convertible securities as at the LPD. As at the LPD, the Company has 51,054,340 outstanding ESOS Options pursuant to its existing ESOS. Adjustments to the exercise price and number of outstanding ESOS Options arising from the Proposed Regularisation Plan will be determined based on the by-laws governing the ESOS.

6. APPROVALS REQUIRED The Proposed Regularisation Plan is subject to the following approvals being obtained from the following parties:- (i) the order of the Court pursuant to Sections 115(a) and 116 of the 2016 Act for the

Proposed Capital Reduction;

(ii) Bursa Securities, for:

(a) the Proposed Regularisation Plan;

(b) listing and quotation for the Rights Shares to be issued pursuant to the Proposed Rights Issue;

(c) listing and quotation of the Settlement Shares pursuant to the Proposed Share Issuance;

(d) listing of and quotation for the RCULS and ICULS to be issued pursuant to the Proposed RCULS Issue and the Proposed ICULS Issue; and

(e) listing of and quotation for the new PPTB Shares to be issued pursuant to the

conversion of the RCULS and ICULS; (iii) the Securities Commission Malaysia (”SC”), for the Proposed RCULS Issue and the

Proposed ICULS Issue;

(iv) Bank Negara Malaysia (“BNM”), for the issuance of RCULS and ICULS to non-resident shareholders pursuant to the Proposed RCULS Issue and Proposed ICULS Issue;

(v) shareholders of PPTB for the Proposed Regularisation Plan at the forthcoming

Extraordinary General Meeting of the Company to be convened; (vi) the approval of the Proposed Debt Settlement by the requisite majority of PPTB

Scheme Creditors at the Scheme Creditor meetings to be convened pursuant to an order of the Court and if duly approved by the Scheme Creditors, the approval of the Court;

(vii) the approval of the Operating Subsidiaries and the Operating Subsidiaries’ Lenders

under the Proposed Bilateral Settlements; and (viii) any other relevant authorities / parties, if required.

7. INTERCONDITIONALITY OF THE PROPOSALS WITHIN THE PROPOSED REGULARISATION PLAN All the proposals within the Proposed Regularisation Plan are inter-conditional upon each other.

43

8. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

Save as disclosed below, none of the directors, major shareholders and/or persons connected with them has any interest, either direct or indirect, in the Proposed Regularisation Plan beyond their respective entitlements under the Proposed Regularisation Plan for which all shareholders of PPTB are similarly entitled to, including the right to apply for excess Rights Shares. EOL is a substantial shareholder of PPTB and holds 11.47% equity interest in PPTB. Pursuant to the Proposed Bilateral Settlement between Intan Offshore and PPTB, 1,443,570,881 ICULS will be issued to Intan Offshore, of which under the proposed liquidation of Intan Offshore, 349,617,615 ICULS will be distributed to EOL, being the 49% shareholder of Intan Offshore Sdn Bhd (the holding company of Intan Offshore).

Accordingly, EOL and/or persons connected with them will abstain from voting in respect of their direct and/or indirect shareholdings in PPTB on the resolutions pertaining to the Proposed Regularisation Plan (save for the resolutions pertaining to Proposed Share Capital Reduction and Consolidation, Proposed Fund Raising Exercise and Proposed RCULS Issue), to be tabled at the forthcoming Extraordinary General Meeting of the Company.

9. DIRECTORS’ STATEMENT The Board, after having considered all aspects of the Proposed Regularisation Plan, is of the opinion that the Proposed Regularisation Plan is in the best interest of the Company.

10. ADVISERS

SJ Securities Sdn Bhd has been appointed as the Principal Adviser for the Proposed Regularisation Plan. Affin Hwang Investment Bank Berhad has been appointed as the Principal Adviser for the submission of the private debt securities application to the SC for the issuance of the Proposed RCULS Issue and the Proposed ICULS Issue.

11. APPLICATION TO THE RELEVANT AUTHORITIES Barring any unforeseen circumstances and subject to all approvals being obtained, the applications to the relevant authorities:- (i) in relation to the Proposed Share Consolidation will be submitted within one (1) month

from the date of this announcement;

(ii) in relation to the Proposed Rights Issue are expected to be submitted within two (2) months from the date of this announcement; and

(iii) in relation to the Proposed ICULS/RCULS are expected to be submitted within two (2)

months from the date of this announcement.

12. OUTSTANDING PROPOSALS ANNOUNCED BUT NOT YET COMPLETED As at the date of this announcement, save for the Proposed Regularisation Plan, there are no other outstanding proposals that have been announced by the Company but not yet completed.

44

13. TIMELINE

Events Estimated Dates

1. Despatch of the Explanatory Statement to the PPTB Scheme Creditors May 2018

2. Court Convened Meeting June 2018

3. Submission of the Proposed Regularisation Plan to Bursa Securities June 2018

4. Requisite Regulatory Approvals Obtained August 2018

5. Extraordinary General Meeting of the Company September 2018

6. Obtain court sanction under the 2016 Act November - December 2018

7. Lodgment Date (PPTB Scheme of Arrangement becomes effective) Implementation of the Proposed Share Issuance, Proposed Fund Raising Exercise, Proposed RCULS Issue and Proposed ICULS Issue

December 2018

14. CIRCULAR TO SHAREHOLDERS Subject to the approval being obtained from Bursa Securities for the Proposed Regularisation Plan, a circular to shareholders setting out the details of the Proposed Regularisation Plan will be despatched to shareholders of the Company in due course.

15. EXPECTED TIME FRAME FOR COMPLETION

Barring any unforeseen circumstances, the Proposed Regularisation Plan is expected to be completed by the 4th Quarter of 2018.

This announcement is dated 18 May 2018.

(I) PROPOSED SHARE CAPITAL REDUCTION AND ...ir.chartnexus.com/perisai/website_HTML/attachments/...Subsidiaries (as defined herein) (“Proposed Debt Settlement”) via the following:

Documents