Under the terms of the option agreement, the Austindo Group has granted a call option to Aabar to purchase the Austindo Group's 48.29% in Pearl Energy at S$1.95/share and Aabar has granted a put option to the Austindo Group to sell its 48.29% stake in Pearl Energy to Aabar at S$1.95/share.
The option exercise price of S$1.95 per Pearl Energy share represents a transaction value of approximately S$418 million, which represents a 13% premium to Pearl Energy's last closing share price of S$1.73 and a 30% premium to Pearl Energy's volume weighted average price of S$1.50 for the last three months.
The Austindo Group and Aabar may exercise the put and call options during specified periods from 2 March 2006 until 28 April 2006. Upon exercise of either the put or the call option, Aabar will launch a general offer to all shareholders of Pearl Energy. Pearl Energy is expected to announce its fiscal year 2005 results on March 1, 2006.
As the first listed publicly owned Oil & Gas company in Abu Dhabi, Aabar's focus is to build a strong and fast growing business in oil and gas exploration and production and in oil and gas drilling. The acquisition of Dalma Energy in July 2005 marked Aabar's entry in the drilling business. This option agreement marks Aabar's first venture into the oil and gas exploration and production business, a business that Aabar's Board of Directors has identified as being at the core of Aabar's strategy. Mr. Sohail Faris Ghanim Al Mazrui, Chairman of Aabar, commented: "We are pleased to have entered into this agreement with the Austindo Group. We value the relationship which this agreement will provide us with Pearl Energy. Pearl Energy is an excellent company, which has demonstrated a proven track record in oil and gas exploration and production and fits with Aabar's objective of acquiring exploration and production companies such as Pearl Energy with clearly identified prospects for continued strong growth."
The Austindo Group was the founding investor and shareholder of Pearl Energy when PEARL Holdings was founded in April 2002. Along with Pacific East Asia Resources, co-founder of Pearl Energy, the Austindo Group has helped grow Pearl Energy from a small E&P company to one of the largest listed independent E&P companies in South East Asia.
"I trust that Pearl Energy will continue its strong growth under Aabar," said Mr. George Tahija, President Director of the Austindo Group.
JPMorgan is acting as the financial advisor and Allen and Gledhill is acting as the legal advisor to the Austindo Group. Deutsche Bank is acting as the financial advisor and Wong Partnership and Simmons & Simmons are acting as the legal advisors to Aabar.
Aabar Petroleum is a UAE-based company with a focus on E&P and drilling services. The company was listed on the Abu Dhabi Securities Market in November 2005. Aabar's strategy is to grow in the upstream Oil & Gas sector and in the oil field services sector through the acquisition of existing companies with proven track records. Aabar completed the acquisition of Abu Dhabi-based Dalma Energy for US$100 million in July 2005. Dalma Energy owns and operates 18 land based drilling rigs in Saudi Arabia, Oman, Qatar and India, with a further four on order. As at close on 26 January 2006, Aabar's shares were trading at AED4.33/ share, with a market capitalization of AED 3,897 million (approximately S$1,725 million).
The Austindo Group, founded by the late Mr. Julius Tahija, is a private Indonesia-based group active in plantations, oil & gas, gold mining, healthcare and financial services. The group is wholly owned by the Tahija family.
discovery, development and production of oil and gas exclusively in South East Asia. Pearl Energy was listed on the Singapore Stock Exchange in April, 2005 at an issue price of S$0.70 per share. Since Pearl Energy's first asset purchase in 2002, it has built up a portfolio of exploration, development and production assets in 10 contract areas covering approximately 34,500 sq km of gross acreage in Indonesia, Thailand and the Philippines.
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