Friday, September 18, 2009

UPDATE ON LEADER'S 100MW COAL-FIRED POWER PROJECT

UPDATE ON LEADER'S 100MW COAL-FIRED POWER PROJECT IN CAMBODIA
- SIGNING OF THE POWER PURCHASE AGREEMENT AND IMPLEMENTATION AGREEMENT


We refer to our announcement dated 11 June 2009
on the signing of a Joint Venture and Shareholders Agreement
with Cambodia International Investment Development Group Co. Ltd ("CIIDG")
to build, own and operate the 100 MW coal-fired power plant project in Sihanoukville, Cambodia ("the Power Project") via Cambodia Energy Ltd ("CEL"),
a joint venture company between Leader Universal Holdings Berhad ("LEADER") and CIIDG,
with a percentage shareholding of 80% and 20% respectively.

LEADER is pleased to announce that the Company had on 17 September 2009 signed the following agreements in relation to the Power Project.

Announcement Details :

Power Purchase Agreement (“PPA”):

PPA was entered with the Electricite du Cambodge ("EDC"), a wholly state-owned limited liability enterprise incorporated by Royal Decree of the Kingdom of Cambodia. Under the PPA, EDC undertakes to purchase from LEADER on a minimum take basis of eighty-six percent of dependable capacity per annum and other terms and conditions as set out in the PPA.

Salient terms of PPA inter alia are as follows:
(a) Duration and validity of the PPA shall commence on the date of the PPA and shall continue for a period of thirty (30) years from the Commercial Operation Date of the Power Project, unless earlier terminated in accordance with the PPA and the Implementation Agreement.
(b) The Power Project shall consists of two(2) units of 50MW coal-fired electric power generating facility and a double circuit 230 kV transmission line;
(c) The base tariff for the electricity payments shall be USD 0.07212 per kilowatt hours with indexation. Any fluctuation in the fuel price shall be a pass-through and the base tariff shall be adjusted accordingly; and
(d) LEADER may novate the PPA to a project company to undertake and to perform all of the obligations of LEADER.

Implementation Agreement (“IA”)

IA was entered on even date with The Royal Government of Cambodia (“RGC”) represented by The Minister, Ministry of Industry, Mines and Energy (“MIME”), and The Minister of Economy and Finance ("MEF") for the implementation of the Power Project.

The salient terms inter alia of the IA are as follows:
(a) Duration of the IA shall commence with effect from the date of the IA and shall continue for the duration of the PPA unless it is terminated earlier pursuant to the provisions of the IA;
(b) MIME has granted LEADER the exclusive rights to design, finance, insure, construct and maintain and manage the Power Project on Build-Own-Operate ("BOO") basis;
(c) LEADER shall sell to EDC all the electricity generated from the Power Project pursuant to the PPA;
(d) RGC shall grant incentives according to the Investment and Taxation and other laws and related sub-decrees of the Kingdom of Cambodia for the purpose of development and operation of the Power Project; and
(e) LEADER may novate all its rights and obligations under the IA to a project company incorporated in Cambodia within 6 months from the date of the IA.

Pursuant to the provisions in the PPA and IA, LEADER will novate all its rights and obligations, subject to terms and conditions of the PPA and IA, to CEL to implement the Power Project.

Government Guarantee of Payment

MEF acting on behalf of RGC had provided a Government Guarantee of Payment dated 31 March 2008 ("RGC Guarantee") to Power Synergy Corporation Co. Ltd. ("PSC"), the original developer of the 200MW size power project ("200MW Power Project"), before the split into 2 power projects of 100MW size each, to guarantee the repayment of any sums due under the PPA.

The RGC Guarantee has been assigned by PSC with the consent of MEF acting on behalf of RGC to and in favour of LEADER in respect of the Power Project.

The salient terms inter alia of the RGC Guarantee are as follows :
(a) The RGC guarantee shall continue to be binding and shall be applicable to LEADER and its permitted successors and assigns for the duration of the PPA and IA;
(b) RGC agrees to provide
.....(i) guarantee on power purchase in the event of non-payment by EDC and
.....(ii) guarantee on the payment on the termination in accordance to the relevant conditions described in the PPA and IA;
(c) LEADER is entitled to assign or grant security over its rights under the RGC Guarantee to the project lenders.

These new PPA and IA shall supersede the PPA dated 27 March 2008 signed between EDC and PSC and the IA dated 27 March 2008 signed between RGC represented by The Minister of MIME and MEF and PSC respectively which were announced on 27 March 2008.
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