KUALA LUMPUR (Oct 12): Oil and gas services provider Deleum Bhd (KL:DELEUM) has entered into a heads of agreement (HOA) to sell its 86.67% stake in Deleum Technology Solutions Sdn Bhd (DTS) to Ocean Vantage Holdings Bhd (KL:OVH) for RM13 million cash. 

The move is part of efforts to streamline its asset portfolio and refocus resources on its core businesses, Deleum said in a bourse filing.

Deleum's wholly-owned subsidiary Deleum Services Sdn Bhd (DSSB) and the latter's wholly-owned unit Delcom Holdings Sdn Bhd (DHSB) had signed the HOA with ACE Market-listed Ocean Vantage, which provides services and invests in the energy and utilities sector.

DTS, incorporated in 2011, provides integrated corrosion and inspection services, blasting technology, as well as maintenance, construction and modification services for tanks, vessels, structures and piping.

Separately, DTS' remaining shareholder, Datuk Halmi Khalid, who holds a 13.33% stake, has also entered into an HOA with Ocean Vantage to sell his entire shareholding.

The two proposed transactions are inter-conditional, with Ocean Vantage intending to acquire full ownership of DTS upon their completion.

Under the proposed disposal, DSSB will sell its 60% stake in DTS, comprising 594,000 shares, while DHSB will dispose of its 26.67% stake, comprising 264,000 shares, for a combined RM13 million.

The proposed transaction values the entire equity of DTS at RM15 million.

Deleum said the proposed disposal was in line with its strategy to optimise its asset portfolio and concentrate resources on businesses aligned with its priorities.

"The proposed disposal also represents an opportunity for the group to crystallise the value of its investment in DTS and optimise its capital allocation," it said.

"The proceeds from the proposed disposal will enable the group to strengthen its financial position and provide greater flexibility to redeploy capital towards businesses and opportunities with stronger earnings visibility and growth potential," Deleum added.

Deleum said the parties have agreed to negotiate and, subject to their respective boards' approvals, enter into a definitive share sale agreement (SAA) within 90 days from the date of the HOA, or by a mutually agreed extended deadline.

However, it cautioned that the execution of the definitive agreement and completion of the disposal remained subject to several conditions, including the necessary financier or third-party approvals.

"There is no assurance that the SSA will be executed or that the proposed disposal will proceed as planned," it said.

On Monday, Deleum shares fell 1.5 sen or 1.53% to 96.5, valuing the group at RM387.5 million. Meanwhile, Ocean Vantage closed unchanged at 25 sen, with a market capitalisation of RM112.86 million.