SAAG Consolidated (M) Bhd ("SAAG" or "the Company") - Internal Restructure of SAAG Group of Companies 1. INTRODUCTION

SAAG Consolidated (M) Bhd ("SAAG" or "the Company")

-

Internal Restructure of SAAG Group of Companies



1.

INTRODUCTION


We refer to our announcement dated 23 May 2012 in relation to the acquisition of shares
in QEDi Proteus Energy Limited by SAAG RR. This

acquisition was not completed as
SAAG Group companies have done an internal restructure to position the Group in a
better footing to penetrate the Indian market in relation to oil and gas sector.


In view of the internal restructure within SAAG Group of c
ompanies, the Board of
Directors of SAAG wishes to announce the following:
-


i)

SAAG has on 5 June 2012 acquired 510,287 equity shares of Rs 10/
-

representing
95.97% in the share capital of SAAG Oil Technology (India) Limited (‘SOGT”)
from SAAG Oil And
Gas Sdn. Bhd. at a consideration of RM291,600 and 21,447
equity shares of Rs 10/
-

in the share capital of SAAG Oil Technology (India)
Limited from Mega Technologies Sdn. Bhd. at a consideration of RM12,250
(“Proposed Acquisition 1)”. Following the Pr
oposed Acquisition 1, SOGT will be a
wholly
-
owned subsidiary of SAAG; and


ii)

SOGT has vide their Board meeting held on 5 June 2012 decided to acquire 102,000
equity shares of Rs.10/
-

each in the capital of QEDI Proteus Energy Limited
(“QPEL”) from QED I
nternational Limited at a consideration of USD1.00 only and
102,000 equity shares of Rs.10/
-

each in the capital of QPEL from SAAG Energy
Limited at a consideration of Rs.60/
-

(“Proposed Acquisition 2”). Following the
Proposed Acquisition, QPEL will be a w
holly
-
owned subsidiary of SOGT.


(Collectively Proposed Acquisition 1 and Proposed Acquisition 2 are called Proposed
Acquisitions)


The pre Proposed Acquisition 1 shareholdings of SOGT is as follows:
-


Shareholder

No. of Shares

Percentage

SAAG Oil And Gas

Sdn. Bhd

510,287

95.97

Mega Technologies Sdn. Bhd.

21,447

4.03

Total

531,734

100


The post Proposed Acquisition 1 shareholdings of SOGT will be as follows:
-


Shareholder

No. of Shares

Percentage

SAAG

531,734

100

Total

531,734

100



--
2/
-

-
2
-




The

pre Proposed Acquisition shareholdings of QPEL is as follows:
-


Shareholder

No. of Shares

Percentage

SAAG Energy Limited

102,000

50

QED International Limited

102,000

50

Total

204,000

100


The post Proposed Acquisition shareholdings of QPEL will be as
follows:
-


Shareholder

No. of Shares

Percentage

SOGT

204,000

100

Total

204,000

100



2.

RATIONALE


SOGT has been identified by SAAG Group for oil and gas related services in India. As
such, its made an wholly owned subsidiary of SAAG.


Since the obj
ective for having a joint venture with QED International Limited did not
materialize, SOGT has acquired the 50% from QED International Limited and 50 % from
SAAG RR Infra Ltd and made it its wholly
-
owned subsidiary. Thereafter QPEL will be
renamed “Workov
er Rigs (India) Limited” and will be used as a special purpose vehicle
of the Group to bid for workover rig tenders in India.



3
.

APPROVALS REQUIRED


The Proposed Acquisitions does not require the approval of any regulatory
authorities/parties in Malaysi
a.



4.

FINANCIAL EFFECTS


The abovementioned Proposed Acquisition is not expected to have any material effect on
the earnings, net assets per share and share capital of the Company for the current year.







..3/
-


-
3
-


5.


PERCENTAGE RATIO


The calcu
lation of the percentage ratios as per paragraph 10.02(g) of the Main Market
Listing Requirement of Bursa Malaysia Securities Berhad for the Proposed Acquisition is
less than 5%.



6.

DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS



None of the Directors of

SAAG and/or person connected with them have any interest,
direct or indirect, in the Proposed Acquisition.


The Company does not have any major shareholders as at the date of the announcement.



7
.

DIRECTORS’ STATEMENT



The Board of Directors of SAAG is
of the opinion that the Proposed Acquisition is in the
best interest of the SAAG Group.



8.

DEPARTURE FROM SC’S POLICIES AND GUIDELINES ON ISSUE/OFFER
OF SECURITIES ("SC GUIDELINES")


The Proposed Acquisition does not require the approval of the SC and i
n any case, does
not depart from any of the SC Guidelines.



This announcement is dated 6 June 2012.