1.     INTRODUCTION

1.1 PETRONAS Gas Berhad (“PGB”) wishes to announce that it has:

i. via its wholly owned subsidiary company, Regas Terminal (Pengerang) Sdn. Bhd. (“RGTPSB”) executed and completed a Share Subscription Agreement ("SSA") with DIALOG Equity (Three) Sdn. Bhd. (“DE3SB”),  for the issuance of 500 ordinary shares (“OS”) for RM0.5 million and 9,724 redeemable preference shares (“RPS”) for RM9.7 million to DE3SB; and

ii. executed a Shareholders Agreement (“SHA”) with DE3SB and RGTPSB.

1.2 RGTPSB has launched Malaysia's first liquefied natural gas (“LNG”)-driven Air Separation Unit (“ASU”) (“Project”) in Pengerang, Johor, marking a major technological advancement in sustainable energy. Final Investment Decision (“FID”) for the Project was obtained in December 2023 with target Commercial Operation Date (“COD”) in November 2026. The total awarded EPCC cost is RM368 million.

1.3 This project emphasized PGB’s role in advancing environmental stewardship and technological progress aligned with PGB’s growth objectives, driving profitability while furthering its commitment to sustainability as a key pillar of its long-term corporate strategy.

1.4 DIALOG has been invited to participate in this Project due to the Project’s location on the Pengerang Deep Water Terminal plot and accordingly, DE3SB will subscribe to a 27.78% equity stake in RGTPSB. 

1.5 The Project will be developed based on a Design, Build, and Lease (“DBL”) model. Under this model, the ASU will be constructed and leased to a qualified and experienced industrial gas market operator for a 25-year period. During this tenure, the operator will assume responsibility for the operation, maintenance, and marketing of the industrial gases produced by the ASU. In return, RGTPSB will generate a consistent revenue stream through fixed monthly facility charges paid by the operator.

1.6 The Project is expected to reduce electricity consumption by approximately 25% and lower carbon emissions by 15,000 tonnes annually, compared to traditional ASU plants. The proposed venture aligns with one of the overarching ambitions of PGB’s Sustainability Blueprint of growing profit through new sustainable investments.

2.     INFORMATION ON THE PARTIES

2.1 RGTPSB (Company No. 201101034004 (962139-X)) is currently a wholly-owned subsidiary of PGB. RGTPSB was incorporated in Malaysia on 29th September 2011. The current issued and paid-up share capital of RGTPSB is RM26.6 million.

2.2 DE3SB (Company No. 202401037686 (1583533-A)) is a wholly-owned subsidiary of Dialog Group Berhad (“DIALOG”), which is listed on the Main Market of Bursa Malaysia. DE3SB was incorporated in Malaysia on 6th September 2024.

3.     SALIENT POINTS OF THE DEFINITIVE AGREEMENT

The current issued and paid-up share capital of RGTPSB is RM26.6 million comprising of 1,300 OS and 25,279 RPS. RGTPSB is currently a wholly-owned subsidiary of PGB. Completion of the SSA will result in the increment of the issued and paid-up share capital of RGTPSB to RM36.8 million comprising of 1,800 OS and 35,003 RPS and will be held by PGB and DE3SB in the following shareholding proportion:-

4.     EFFECTS OF THE PROJECT

The Project does not have any effect on the issued and paid-up share capital and substantial shareholders’ shareholdings of PGB. There will be no material effect on the earnings per share, net assets per share of the PGB Group and gearing for the financial year ending 31st December 2025.

5.     INTERESTS OF DIRECTORS AND MAJOR/SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

None of the Directors and/or major shareholders of PGB and/or persons connected to them, have any interest, direct or indirect, in the Project.

6.     DIRECTORS’ STATEMENT

PGB’s Board of Directors is of the opinion that the Project is in the ordinary course of the Company’s business and is in the best interest of the Company.

This announcement is dated 17th January 2025.