Brisbane, Aug 20, 2008 (ABN Newswire) - The Boards of Queensland Gas Company Limited (ASX:QGC)(PINK:QGSCF) and Sunshine Gas Limited (Sunshine) are today pleased to jointly announce an agreement for an offer by QGC for all the issued shares in Sunshine (the Offer).

The terms of the Offer are set out in the attached copy of the Takeover Bid Implementation Agreement (TBIA) signed on 20 August 2008 by QGC and Sunshine.

QGC has also entered into a Pre Bid Acceptance Agreement with Sunshine's largest shareholder in respect of 15 per cent of Sunshine's issued shares.

KEY POINTS

- Queensland Gas Company Limited (QGC) to offer to acquire all the issued shares of Sunshine Gas Limited (Sunshine). Sunshine shareholders will be offered the following alternatives, both of which value Sunshine at more than A$830 million:

1. Five QGC shares for every eight Sunshine shares (Alternative 1); or

2. A$1.65 cash per Sunshine share and two QGC shares for every seven Sunshine shares (Alternative 2)

- Alternative 1, based on QGC's closing price on 19 August 2008, represents a premium of 22.7 per cent on Sunshine's last traded price and 34.4 per cent based on Sunshine's one month Volume Weighted Average Price (VWAP)

- Alternative 2, based on QGC's closing price on 19 August 2008, represents a premium of 31.1 per cent on Sunshine's last traded price and 43.6 per cent based on Sunshine's one month VWAP

- QGC will achieve capacity to pursue further domestic gas opportunities, including the development of more gas-fired power stations in New South Wales and Queensland and the production of more gas and more effective competition in the domestic gas market

- QGC's Offer is unanimously recommended by voting Directors(1) of the Sunshine Board unless there is a superior proposal or the Independent Expert concludes that the Offer consideration is not fair and reasonable

- The Offer is supported by the largest Sunshine shareholder, which has entered into a Pre Bid Acceptance Agreement with QGC in respect of 15 per cent of Sunshine's issued capital

- Sunshine's coal seam gas acreage (CSG) will significantly increase QGC's equity-owned 2P (Proved and Probable) reserves by 469 PJ to 2,401 PJ and its equity-owned 3P (Proved, Probable and Possible) reserves by 1,097 PJ to 6,827 PJ

For the Full announcement, please visit:
http://www.qgc.com.au/01_cms/details.asp?ID=32
for a list of all QGC company announcements.