Corporate Profile

Key Criteria of SPAC

Risk Factor

Business Approach

Industry Overview

Our People

Audit Committee

Nomination and Renumeration Committee

Risk Management Committee

Milestones

 

A special purpose acquisition company (“SPAC”) is essentially a shell company raising funds from the capital market for the purpose of acquiring businesses covering various industries, including oil and gas industries.

Requirements for a SPAC include:

1. Minimum funds raised

A SPAC must raise at least RM150 million through its initial public offering.


2. Management team

Members of the management team of the SPAC must own at least ten percent (10%) of the SPAC upon its initial public offering.


3. IPO proceeds

A SPAC must place at least 90% of the gross proceeds from its initial public offering in a trust account immediately upon receipt of all proceeds. The monies in the trust account may only be released by the custodian of the trust account upon termination of the trust account.

The proceeds in the trust account may be invested in permitted investments. Any interest generated by the funds held in the trust account, including interest/dividend income derived from the permitted investments, must accrue to the trust account.

The balance of the proceeds from the initial public offering, being 10% of the proceeds, may be utilised to defray expenses related to the initial public offering and for working capital purposes including but not limited to operating costs, fund the search for a target company or asset and completing the qualifying acquisition.


4. Qualifying acquisition

An initial acquisition of target company(ies) or asset(s) which has an aggregate fair market value of at least 80% of the aggregate amount in the trust account (net of any taxes payable). This acquisition is to be completed no later than 36 months from the date of listing of the SPAC on the Main Market of Bursa Securities. In the event the SPAC fails to complete the qualifying acquisition (“QA”) within the permitted timeframe, it will be delisted from the Main Market of Bursa Securities.

The resolution on the QA must be approved by a majority in number of shareholders representing at least 75% of the total value of shares held by all shareholders present and voting either in person or by proxy at an EGM. Where the QA comprises more than one (1) acquisition, each acquisition must be approved by the shareholders of the SPAC in the same manner.

The management team and persons connected to the management team must abstain from voting.

 

5. Refund to dissenting shareholders

Shareholders (other than the management team and persons connected to them) who vote against a QA at the EGM will be entitled to receive, in exchange for their shares, a sum equivalent to a pro rata portion of the amount then held in the trust account as described in item 3 above (net of any taxes payable and expenses related to the facilitation of the exchange), provided that such QA is completed within the permitted timeframe. The shares tendered in exchange for cash must be cancelled.


6. Custodian

The SPAC will secure and maintain custodial arrangements at all times over the monies in the trust account until the termination of the trust account.

The roles and responsibilities of the custodian are as follows:

  • the custodian must hold in trust, the proceeds from an issuance of securities by the SPAC, in accordance with the custodian agreement, the Equity Guidelines and applicable laws;
  • the custodian must take appropriate measures to ensure the safekeeping of the monies held in the trust account. In particular, the custodian must ensure that:
    • proper accounting records and other records as are necessary are kept in relation to the trust account; and
    • custody and control of monies held in the trust account is in accordance with the provisions of the custodian agreement;
  • the custodian may be provided a mandate by the management team to invest the amounts held in the trust account in permitted investments; and
  • the custodian may only distribute and/or liquidate the funds held in the trust account in accordance with the provisions in the custodian agreement.

 

7. Liquidation

In the event the SPAC fails to complete a QA within the permitted timeframe, it must be liquidated. The amount then held in the trust account (net of any taxes payable and direct expenses related to the liquidation and distribution), must be distributed to the respective shareholders on a pro rata basis as soon as practicable, as permissible by the relevant laws and regulations. Any interest earned from the permitted investments accruing to the trust account will form part of the liquidation distribution. The management team and persons connected to them may not participate in the liquidation distribution, except for securities purchased by them after the date of listing of the SPAC on the Main Market of Bursa Securities.

 

 

Sona Petroleum
Sona Petroleum Berhad was formed by
a group of experienced senior professionals
who are passionate about and are active in
the oil and gas industry.

Sona Petroleum Berhad
(formerly known as Titanium Windfall Sdn Bhd)
Level 24, Menara 3 PETRONAS,
Persiaran KLCC, Kuala Lumpur City Centre,
50088 Kuala Lumpur, Malaysia
Tel: +6 03 2164 3318
Fax: +6 03 2164 3691

©2014 Sona Petroleum Berhad (Company No. 945626-P)