Further to our announcement dated 12 September 2014 (“Announcement”) and Bursa Malaysia Securities Berhad’s fascimille dated 15 September 2014, we furnish herewith the following additional information for public release. Unless otherwise defined, the definitions set out in the Announcement shall apply herein.
1. Background information on Perak Hydro Renewable Energy Corporation Sdn Bhd (“PHREC”), including principal business activities, directors and major shareholders.
PHREC was incorporated in Malaysia under the Companies Act, 1965 on 14 July 2010. The authorised share capital of PHREC is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each, of which 300,000 ordinary shares of RM1.00 each in PHREC have been issued and fully paid-up.
PHREC is principally involved in developing, maintaining and operating mini hydro power plants (which is defined by SEDA as hydro power plants of up to an installed capacity of 30MW) and distribution of electricity. PHREC has been mandated by the State Government of Perak Darul Ridzuan to act as the master developer and overall coordinator for the development of mini hydro power plants in the State of Perak Darul Ridzuan.
The directors of PHREC are Beroz Nikmal Bin Mirdin, Dato’ Aminudin Zaki Bin Hashim, Dato’ Syed Abu Hussin Bin Hafiz Syed Abdul Fasal and Iskandar Ibrahim (alternate director to Dato’ Syed Abu Hussin Bin Hafiz Syed Abdul Fasal)
The major shareholders of PHREC are Pusaka Hijau Sdn Bhd and Menteri Besar Incorporated.
2. The timeframe to apply the Feed-in Approval from the Sustainable Energy Development Authority and the signing of the Renewable Energy Power Purchase Agreement (“REPPA”) with Tenaga Nasional Berhad.
The application for the Feed-in Approval is expected to be made by end September 2014 and the signing of the REPPA with TNB is expected to be within sixty (60) days thereafter (in November 2014) in accordance to the RE Act.
3. The rationale for Valley Ventures Technologies Sdn Bhd to pay a monthly management fee of RM50,000 to PHREC.
As per the JVA, VVTSB is required to pay a monthly management fee of RM50,000 to PHREC as consideration to PHREC for performing the following obligations:
i) To apply to the Energy Commission for the RE license;
ii) To apply to and obtain the permission from the State Government of Perak to utilise state land for power plant use and provide water resources or other resources for the purpose of carrying out the Hydro Business;
iii) To apply to and obtain the necessary approval from SEDA; and
iv) To negotiate and enter into the REPPA with TNB.
4. Given that REPPA has yet to be signed, please elaborate as to how the consideration is determined.
In addition to what has been disclosed in the Announcement, the Total Consideration was arrived at after taking into consideration the following:
i) the Subscription Price is payable in tranches which are conditional on certain critical milestones (including obtaining Feed-in Approval from SEDA) to be achieved;
ii) the FiT system and the RE Act requiring TNB to accept and buy RE power (with the execution of the REPPA within 60 days upon obtaining approval from SEDA) and that MFSB shall be submitting to SEDA for the Feed-in Approval by end September 2014; and
iii) the potential future earnings contribution from the Hydro Business in view of the FiT system enacted under the RE Act, which provides a mandatory requirement for TNB to buy RE power for a mandatory period of twenty one (21) years.
5. Total estimated financial commitment required for the renewable energy venture and the source of funds
The total financial commitment of the Hydro Business can only be reasonably determined upon completion of the licencing, feasibility, design, engineering and costing stages of the Hydro Business. Based on an initial report prepared by a qualified consulting engineering firm, the estimated development cost of the Hydro Business is RM139.5 million. Nonetheless, the Group only has a minority stake in the Hydro Business and the design, engineering calculations, and mechanical technology chosen will substantially affect the efficiency of the plant, and in turn, the eventual total financial commitment of the Hydro Business.
The source of funds for the financial commitment is expected to be from a mixture of bank borrowings and internally generated funds. Nonetheless, the actual financing required as well as the proportion of bank borrowings and internally generated funds, will only be determined upon the confirmation of the financial commitment of the Hydro Business.
This announcement is dated 17 September 2014.
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