PCG managing director and chief executive officer Ir. Mohd Yusri Mohamed Yusof
KUALA LUMPUR: Petronas Chemicals Group Bhd
(PCG) and the State of Sabah, through its wholly-owned company SMJ Sdn Bhd (SMJSB) have signed a share purchase agreement (SPA) for the acquisition of 25% equity interest in PETRONAS Chemicals Fertiliser Sabah Sdn Bhd (PC FSSB) for a value of RM1.2bil.
PCG managing director and chief executive officer Ir. Mohd Yusri Mohamed Yusof said this opportunity would further strengthen its working relationship between PCG and the State of Sabah and unlock potential for similar collaborations in the future.
“We are also confident that this collaboration will further spur the development within the Sipitang Oil and Gas Industrial Park (SOGIP), creating more economic benefits to the bigger surrounding communities in Sabah,” he said.
SMJSB chief executive officer Dr. Dionysia Aloysius Kibat said: “Today’s SPA signing provides the opportunity for further collaboration and I am happy at the speed with which this agreement has concluded.” PC FSSB was established in 2011 to construct, own and operate an integrated ammonia and urea production complex in SOGIP in Sipitang, Sabah. It has world-scale ammonia and urea production facilities, designed to produce 1.9 million tonne per annum of ammonia and urea.
It is the largest single train ammonia and urea plant in Southeast Asia, and the third largest urea plant in Asia Pacific. It occupies 211 acres of land in SOGIP, with close proximity to key growth markets in Asia Pacific.
Separately, PCG said its acquisition of Da Vinci Group BV’s (DVG) has been revised to 233 million euros from 163 million euros previously.
PCG said as part of its acquisition in 2019 via its wholly-owned subsidiary, PETRONAS Chemicals International. B.V. had entered into an earn-out scheme as part of retention programmes for DVGi, key management personnel who previously owned 37.4% of DVG’s shares, collectively.
In the earn-out scheme, 20% to 30% of recipients’ proceeds from the transaction were deferred for three to five years, where the final payout is based on the equity value of DVG’s business, which is linked to its financial performance.
“In FY22, DVG achieved an exceptional financial performance and realised an Ebitda of 83 million euros, as a result of lower raw material and inventory costs, combined with strong market demand owing to supply chain disruptions and geopolitical conflicts.
“Due to the exceptional financial performance, the earn-out portion of the purchase consideration has increased by 70 million euros resulting in the revised acquisition cost of 233 million euros,” PCG said in a Bursa filing.
It added that the increase in the earn-out payout arrangement will not have any effect on the issued and paid-up share capital of PCG and not expected to have any material effect on the earnings, net assets or gearing of PCG for the financial year ending Dec 31, 2023.
