umw oil & gas corporation berhad -...

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D R I L L I N G • W O R K O V E R • T H R E A D I N G

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UMW OIL & GAS CORPORATION BERHAD(Company No.: 878786-H)

(Incorporated in Malaysia under the Companies Act 1965)

INITIAL PUBLIC OFFERING (“IPO”) OF UP TO 843,180,000 ORDINARY SHARES OF RM0.50 EACH IN UMW OIL & GAS CORPORATION BERHAD (“UMW-OG”) (“IPO SHARES”) COMPRISING AN OFFER FOR SALE OF UP TO 231,380,000 EXISTING SHARES (“OFFER SHARES”) AND A PUBLIC ISSUE OF 611,800,000 NEW SHARES (“ISSUE SHARES”) IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE 2,162,000,000 ORDINARY SHARES OF RM0.50 EACH IN UMW-OG (“SHARES”) ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD, IN THE FOLLOWING MANNER:

(I) INSTITUTIONAL OFFERING OF UP TO 648,600,000 IPO SHARES TO MALAYSIAN AND FOREIGN INSTITUTIONAL AND SELECTED INVESTORS, INCLUDING BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDING (“INSTITUTIONAL PRICE”); AND

(II) RETAIL OFFERING OF 194,580,000 IPO SHARES TO THE ELIGIBLE DIRECTORS AND EMPLOYEES OF UMW-OG GROUP, THE ELIGIBLE DIRECTORS AND EMPLOYEES OF UMW HOLDINGS BERHAD (“UMWH”) AND ITS SUBSIDIARIES, THE ENTITLED SHAREHOLDERS OF UMWH AND THE MALAYSIAN PUBLIC, AT THE RETAIL PRICE OF RM2.80 PER SHARE (“RETAIL PRICE”), PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO REFUND OF THE DIFFERENCE BETWEEN THE RETAIL PRICE AND THE FINAL RETAIL PRICE IN THE EVENT THAT THE FINAL RETAIL PRICE IS LESS THAN THE RETAIL PRICE,

SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS AND OVER-ALLOTMENT OPTION. THE FINAL RETAIL PRICE WILL EQUAL THE LOWER OF:

(I) THE RETAIL PRICE OF RM2.80 PER SHARE; AND

(II) THE INSTITUTIONAL PRICE,

SUBJECT TO ROUNDING TO THE NEAREST SEN.

Transaction Manager, Joint Principal Adviser, Joint Global Coordinator, Joint Bookrunner,

Joint Managing Underwriter and Joint Underwriter

Joint Principal Adviser, Joint Global Coordinator, Joint Bookrunner, Joint Managing Underwriter and

Joint Underwriter

Joint Global Coordinator and Joint Bookrunner

CREDIT SUISSE (SINGAPORE) LIMITED (Company Registration Number: 197702363D)

GOLDMAN SACHS (SINGAPORE) PTE. (Company Registration Number: 198602165W)

P R O S P E C T U ST H I S P R O S P E C T U S I S D A T E D 3 O C T O B E R 2 0 1 3

Joint Bookrunner

STANDARD CHARTERED SECURITIES (SINGAPORE) PTE. LIMITED (Company Registration Number: 199000557R)

YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.

FOR INFORMATION CONCERNING CERTAIN RISKS RELATING TO AN INVESTMENT IN THE SHARES WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” IN SECTION 5 OF THIS PROSPECTUS.

LISTING SOUGHT: MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD

THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OUTSIDE MALAYSIA AND ANY UMWH SHAREHOLDER PARTICIPATING IN THE IPO MUST WARRANT THAT ITS PARTICIPATION IS NOT IN BREACH OF THE LAWS OF ANY JURISDICTION. SEE SECTION 4.3.2 (II) OF THIS PROSPECTUS FOR MORE INFORMATION.

Joint Underwriters

AMINVESTMENT BANK BERHAD (Company Number: 23742-V)

MIDF AMANAH INVESTMENT BANK BERHAD (Company Number: 23878-X)

RHB INVESTMENT BANK BERHAD (Company Number: 19663-P)

AFFIN INVESTMENT BANK BERHAD (Company Number: 9999-V)

CIMB Investment Bank Berhad (18417-M) (A Participating Organisation of Bursa Malaysia Securities Berhad)

UMWprosCov_E_FA.indd 1 9/30/13 5:27 PM