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Pimpinan Ehsan Berhad announced that it has entered into a second supplemental and restated share sale agreement with B.Grimm Power (Malaysia) Sdn Bhd, reNIKOLA Sdn Bhd, Boumhidi Adel and YAM Tengku Zaiton Ibni Sultan Abu Bakar, in relation to the proposed acquisition of reNIKOLA Holdings Sdn Bhd and its subsidiaries.
PEB is currently classified as a Cash Company under the Main Market Listing Requirements but has charted its future direction to be a pure-play renewable energy company. It had on 24 May 2021 announced the proposed acquisition of 100%-stake in reNIKOLA Holdings Sdn. Bhd. for RM373.0 million. reNIKOLA Holdings owns solar power assets in Arau, Perlis; Gebeng, Pahang; Pekan, Pahang; and will develop a large-scale solar plant in Bukit Kayu Hitam, Kedah (pending issuance of license), all totalling 418 MWp on completion.
Subsequently, on 10 November 2021, a supplemental SSA was entered between PEB, and the Vendors, where B.Grimm will subscribe to new ordinary shares representing 45% interest in the enlarged share capital of reNIKOLA Holdings for up to RM367.0 million in cash. In addition, PEB has also on 10 November 2021, signed Heads of Agreement with reNIKOLA Sdn. Bhd. For the proposed acquisition of additional RE assets with an aggregate capacity of not less than 50 MW.
In the Supplemental SSA II entered into today, PEB amongst others agrees to acquire 2 additional solar power assets located in Kuala Muda, Kedah and Machang, Kelantan respectively, along with the parcels of land where the assets sit. The Kuala Muda solar power plant has a capacity of 45 MWp and achieved commercial operation on 22 March 2022. Meanwhile, the Machang solar power plant has a similar capacity of 45 MWp with expected commercial operation by the 3rd quarter of 2022.
In view of the latest development, PEB’s acquisition plan will be divided into 2 segments;
- For its regularization plan, PEB will acquire 4 solar power plants located in Arau, Perlis; Gebeng, Pahang; Pekan; Pahang; and Kuala Muda, Kedah, with an aggregate capacity of 133 MWp along with the parcel of land where Kuala Muda solar asset sits, as well as 3 supporting companies involved in the provision of repair, maintenance and operations of solar power plants.
The purchase consideration for Group Companies A will be RM325.5 million to be satisfied via the issuance of 152.6 million new PEB shares to reNIKOLA Sdn Bhd. as well as 124.8 million new PEB shares to B.Grimm.
2. Further, PEB will acquire 51% interest in the BKH solar plant, which is currently under planning phase with a proposed capacity of 330 MWp, and the Machang solar power plant of 45 MWp plus the land it sits on, for a purchase consideration of RM231.9 million to be satisfied via the issuance of 214.5 million PEB shares. In addition, B.Grimm shall inject RM214.5 million cash into reNIKOLA Holdings and in return, receive 166.7 million PEB shares.
Chairman of PEB, Jonathan Law Ngee Song, said, “Over the past year, we have been working relentlessly together with the team from reNIKOLA on the transformation of PEB into a pure-play RE group. We are heartened by the progress we have made thus far. For our Proposed Regularization Plan alone, we will have 4 solar plants with combined 133 MWp capacity. These will be operational assets with power purchase agreements in place.”
“In addition, we have an incoming strategic shareholder in the form of B.Grimm. As we leverage on their in-depth technical expertise and vast experience in green energy, we are confident that B.Grimm’s entry shall accelerate our plans to be the leading RE group in the country.”
B.Grimm is a wholly-owned subsidiary of B.Grimm Power Public Company Limited (“B.Grimm Power”) listed on the Stock Exchange of Thailand with a market capitalization of THB86.0 billion (equivalent to approx. RM11.1 billion). B.Grimm Power has 737 MWp of renewable power plants in operations, consisting of solar projects in Thailand and Vietnam, wind projects and waste-to-energy projects in Thailand and hydropower projects in Laos.”
“PEB’s Proposed Regularisation Plan is just the first step. Besides ground-mounted solar plants, we are also actively exploring opportunities for small hydro, biogas as well as other RE initiatives. We see a lot of attractive opportunities and are keen to capitalize on them, especially given our collective expertise, experience and network between PEB, reNIKOLA and B.Grimm,” Jonathan added.
On the corporate front, as part of the Proposed Regularisation Plan, there will also be a proposed share split involving the subdivision of 1 PEB share into 2 PEB shares; as well as a proposed private placement of up to 140 million shares, representing 16.8% of the enlarged capital of PEB at an issue price to be determined later.
“Upon conclusion, PEB would have a total solar generation capacity of 508 MWp on completion with an aggregate asset value of approximately RM835.0 million (excluding the placement proceed). We believe this will put PEB in a prominent position in the RE industry,” Managing Director of reNIKOLA Holdings, Boumhidi Adel said.
Barring any unforeseen circumstances, the Proposed Regularisation Plan is expected to be completed by the end of 2022, while the remaining proposals are estimated to be completed by the 1st quarter of 2023.