Sapura Energy (SEB) has entered into a Conditional Funding Agreement ('CFA'”) with Malaysia Development Holding Sdn Bhd ('MDH'), securing the latter’s commitment to subscribe an amount of up to RM1.1 billion in nominal value of redeemable convertible loan stocks ('RCLS') in the Company. This investment marks another significant milestone in SEB’s financial restructuring efforts, reinforcing its commitment to long-term sustainability.
MDH, a special purpose vehicle of Minister of Finance (Incorporated), has specified that proceeds of the Subscription are only intended to be used for the settlement or payment of liabilities owed by the SEB Group to Malaysian service providers operating in or supporting the oil and gas sector in Malaysia. This funding is a pivotal step in restoring the financial stability of Malaysian vendors within the oil and gas ecosystem, which had taken years to build.
SEB Group Chief Executive Officer Muhammad Zamri Jusoh said, 'As a Malaysian company supporting over 2,000 local vendors, we recognise our responsibility to preserve the Malaysian oil and gas ecosystem. Our Malaysian vendors are predominantly small & medium enterprises ('SME') who have endured significant financial hardship during and after the COVID-19 pandemic and it had always been our intention to fully settle overdue payables to them. We are extremely grateful to MDH for providing this funding, which will allow us to fulfil our commitment to our Malaysian vendors.'
This investment follows strong support from SEB’s creditors for its Composite Scheme of Arrangement involving SEB and 22 of its subsidiaries (collectively, 'Scheme Companies') under Section 366 of the Companies Act 2016. Between 21 and 27 February 2025, the Scheme companies concluded 52 separate Court Convened Meetings, during which various classes of creditors, including financing institutions providing the Group’s multi-currency financing facilities ('MCF Financiers') and trade creditors (collectively 'Scheme Creditors'), voted overwhelmingly in favour of the Schemes.
Under the Schemes, admitted claims of Scheme Creditors who fall within the class of Preferred Unsecured Creditors will, after the waiver of penalty charges, late payment charges and interest or profit accruing from 31 January 2022 to the Restructuring Effective Date ('RED'), be settled fully in cash within 90 days after the occurrence of the RED. The RED is expected to fall in August 2025 at the earliest, subject to fulfilment of certain conditions precedent.
Scheme Creditors who are Malaysian service providers in the oil and gas sector are included in the class of Preferred Unsecured Creditors.
SEB’s proposed resolution had been lauded by the Malaysian Oil, Gas & Energy Services Council ('MOGSC'), which represents the voices of contractors in the sector. In an earlier separate statement, MOGSC said the proposed full repayment is a significant step in safeguarding the livelihoods of more than 2,000 vendors, many of whom are SMEs that form the backbone of the industry. “The solvency of SEB has far-reaching implications, not just for vendors but also for the thousands of skilled workers whose livelihoods depend on the strength of Malaysia’s O&G ecosystem. By honouring its financial commitments, SEB not only reinforces stability within the supply chain but also sets a crucial precedent for responsible corporate stewardship,” the Council said.
On 6 March 2025, the High Court of Malaya at Kuala Lumpur granted an order approving the Schemes in accordance with Section 366(3) and (4) of the Companies Act 2016 (the 'Court Order'). Following the lodgement of an office copy of the Court Order by the Scheme Companies with the Companies Commission of Malaysia earlier today, the Schemes take effect on this day and are binding on the Scheme Companies and their Scheme Creditors. Lodgement of an office copy of the Court Order was also completed at other equivalent regulatory bodies in other jurisdictions where the Scheme Companies were incorporated.
The Court Order forms a critical element of SEB's proposed Regularisation Plan, as it progresses efforts to achieving a sustainable turnaround. In developing the proposed Regularisation Plan, SEB is undertaking a comprehensive due diligence process, in alignment with the Malaysian Code on Corporate Governance 2021.
The Proposed Regularisation Plan is subject to stringent regulatory oversight and will adhere to the relevant Malaysian laws and regulations, including the Capital Markets and Services Act 2007, the Companies Act 2016, and the Main Market Listing Requirements of Bursa Securities. In line with these regulatory requirements, independent experts are engaged to undertake appropriate legal and financial due diligence processes, including a comprehensive internal control and risk management review. The rigorous evaluation reinforces SEB's commitment to responsible investment protection of stakeholder interests.
'We are diligently working on a robust Regularisation Plan, which will bring us one step closer to exiting our status as a PN17 company,' Zamri added. 'We see SEB’s turnaround as part of the revitalisation of the Malaysian OGSE sector, ensuring it is better positioned to support the nation’s energy security and sustainability goals, ultimately contributing to Malaysia’s economic development.'
SEB supports about 2,300 Malaysian vendors and about 1,800 of these companies are SMEs. The Company has awarded RM7.3 billion in contracts to Malaysian vendors in the last five years.
Source: Sapura Energy
