1.INTRODUCTION
The Board of Directors (“the Board”) is pleased to announce that the Company, together with its wholly owned subsidiary, Oriole Power Sdn Bhd, on 2 October 2024, entered into a Project Development Collaboration Agreement (“PDCA”) with Sumitomo Corporation for the purposes of developing Project Oriole, a 162MW run-of-river hydropower plant in Sipitang, Sabah (“the Project” or “Project Oriole”)
2. BACKGROUND
Oriole Power Sdn Bhd
Oriole Power Sdn Bhd is a wholly owned subsidiary of Jentayu Sustainables Berhad. OPSB is a private company incorporated under the laws of Malaysia with its principal place of business at Unit 25-01, Level 25, Menara Felda, 11 Persiaran KLCC, 50450 Wilayah Persekutuan Kuala Lumpur, Malaysia.
Sumitomo Corporation
Sumitomo Corporation (TYO: 8053) is an integrated trading and business investment company with a strong global network comprising 128 offices in 66 countries and regions. The Sumitomo Corporation Group consists of approximately 900 companies and 80,000 employees on a consolidated basis. The Group's business activities are spread across the following nine groups: Steel, Automotive, Transportation & Construction Systems, Diverse Urban Development, Media & Digital, Lifestyle Business, Mineral Resources, Chemicals Solutions and Energy Transformation Business. Sumitomo Corporation is committed to creating greater value for society under the corporate message of "Enriching lives and the world," based on Sumitomo’s business philosophy passed down for over 400 years. Sumitomo Corporation has strong interest in development of renewable energy projects in various areas, including, but not limited to Malaysia together with an appropriate partner.
Memorandum of Understanding with Sumitomo Corporation
On 20 July 2023, the Company entered into a Memorandum of Understanding (“MOU”) with Sumitomo Corporation. The MOU covered the following business areas:-
1) Joint development and investment into the JSB's Existing Projects;
2) Joint operation of company conducting business related to power plant projects; and
3) Joint development and investment into other potential renewable power plant project.
On 20 December 2023, the Company entered into a Deed of Amendment of the MOU to reflect an extension for execution of Definitive Agreements concerning the joint development of Project Oriole by 28 June 2024 instead of 22 December 2023.
On 21 May 2024, the Deed of Amendment No. 2 was signed to reflect the extension of the new target execution of Definitive Agreements concerning the joint development of Project Oriole by 31 December 2024. In addition, it also includes a clause on exclusivity, where JSB will shortlist up to three potential partners for a three-party named exclusivity, including Sumitomo Corporation, for the investment in the preference shares of Project Oriole.
Project Development Collaboration Agreement with Sumitomo Corporation
The PDCA will serve to enhance the existing collaboration between the Company and Sumitomo Corporation for the purpose of developing the Project. . The PDCA includes the following salient points:-
1) A re-emphasis on the key clauses in the Memorandum of Understanding and subsequent Deed of Amendments signed with Sumitomo Corporation.
2) Option for Sumitomo Corporation to contribute in advance towards the development cost of the Project for an amount up to RM12.4 million.
3) Deeper collaboration with Sumitomo Corporation on key decisions of the Project.
3. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSON CONNECTED
None of the Directors or Major Shareholders of JSB or persons connected to the Directors or Major Shareholders of JSB have interest, direct or indirect in the PDCA.
4. DIRECTORS STATEMENT/RECOMMENDATION
After having considered all aspects of the PDCA, the Board of Directors of Jentayu Sustainables Berhad is of the view that the PDCA is in the best interest of the Company.
5. DOCUMENT AVAILABLE FOR INSPECTION
A copy of the PDCA is available for inspection during normal office hours at the registered office of JSB at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Wilayah Persekutuan Kuala Lumpur, Malaysia, from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 2 October 2024.