Friday 29 Mar 2024
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KUALA LUMPUR (Dec 10): CLIQ Energy Bhd, a special purpose acquisition company (SPAC), said the purchase consideration of US$117.3 million for a 51% stake in Phystech II Joint Stock Company has been revised downward to US$110 million.

Phystech II is a special purpose vehicle that owns two active oilfields in Kazakhstan.

In a filing with Bursa Malaysia today, CLIQ said the downward revision of the consideration follows AGR's revised valuation of the Karazhanbas Northern Field as at Nov 1, as set out in the asset valuation report dated Dec 10, of between US$182.2 million and US$257.2 million, with a base case asset valuation at US$221 million.

AGR is an independent technical expert and asset valuation expert appointed by CLIQ to undertake the asset valuation report.

CLIQ said the revised AGR DCF value was due to revisions to certain bases and assumptions underlying the cash flows of the Karazhanbas Northern Field, which includes a decrease in the Urals oil price forecast to take into account the latest market conditions.

Additionally, there has been a decrease in estimated capital expenditure for the development of the Karazhanbas Northern Field, primarily due to the depreciation of the Kazakhstani Tenge against the US dollar.

CLIQ said in a report on the fairness of the revised purchase consideration dated Dec 10, Deloitte had estimated the range of fair market value of the sale shares as at Oct 31 to be between US$99.9 million and US$110.6 million with a mid-point fair market value of US$105.2 million.

"Accordingly, Deloitte has opined that the revised purchase consideration is fair and reasonable," it added.

CLIQ and vendor Phystech Firm LLP yesterday signed a supplemental letter of agreement to amend and vary the sale and purchase agreement to adjust the purchase consideration for the sales shares.

The SPAC expects to submit the revised application for the proposed acquisition to the Securities Commission Malaysia by the middle of this month.

CLIQ had earlier proposed a rights issue with warrants to raise between RM211.4 million and RM528.4 million to fund the potential cash shortfall in CLIQ's trust account and for working capital.

The SPAC said the proposed acquisition and rights issue with warrants are expected to be completed by mid-March 2016 and early May 2016 respectively.

CLIQ shares closed unchanged at 68 sen today, bringing a market capitalisation of RM429.04 million.

(Note: The Edge Research's fundamental score reflects a company's profitability and balance sheet strength, calculated based on historical numbers. The valuation score determines if a stock is attractively valued or not, also based on historical numbers. A score of 3 suggests strong fundamentals and attractive valuations.)

 

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