Brisbane, Sept 24, 2008 (ABN Newswire) - The Chairman, Managing Director and a non-executive Director of Sunshine Gas (Sunshine) have today formally accepted into the agreed takeover Offer by Queensland Gas Company Limited (ASX:QGC)(PINK:QGSCF), five days earlier than a 29 September deadline.

KEY POINTS

- Sunshine Gas Chairman, Managing Director and a non-executive Director move early to accept into QGC's agreed takeover Offer

- QGC Managing Director Richard Cottee urges remaining Sunshine shareholders to follow

- About 800 from a total of 4192 Sunshine shareholders have already formally accepted into the Offer

- The developments follow Independent Expert Report's finding that the Offer is 'fair and reasonable'

The three Voting Directors of Sunshine collectively controlled almost 17 million shares in Sunshine, representing about five per cent of the total issued shares.

An ASX announcement issued by Sunshine Gas today states: "We advise that the Company's Chairman, Mr James McKay, the Company's Managing Director, Mr Anthony Gilby and a Non-executive Director, Mr James Hudleston have accepted the takeover offer from Queensland Gas Company Limited in respect of all shares held, directly or indirectly by each director."

Welcoming the decision today, QGC Managing Director Richard Cottee urged Sunshine shareholders to follow the clear lead of Mr McKay (1,342,866 shares), Mr Gilby (12,956,667 shares) and Mr Hudleston (2,615,800 shares).

The decision of the three Voting Directors has given QGC's agreed takeover significant momentum.

On Monday 22 September, the Independent Expert Report by Deloitte Corporate Finance Pty Limited concluded that the agreed takeover Offer for Sunshine Gas is 'fair and reasonable'.

QGC's Offer has been unanimously recommended by Voting Directors of the Sunshine Board. The date by which they had agreed to accept QGC's offer (in the absence of a superior proposal) for all the shares they own or control is 29 September.

Mr Cottee said today's early acceptance by the leaders of Sunshine is a strong indication that the bid by QGC will succeed.

"The development can be seen as a strong cue to Sunshine shareholders to follow the Directors' example and pick up quality scrip in QGC," Mr Cottee said.
Prior to today's announcement by the three Voting Directors, acceptance figures compiled by Link Market Services (and current as at Tuesday 23 September) showed that just over 19 per cent of all Sunshine Gas shareholders had already accepted QGC's Offer.

QGC is offering Sunshine shareholders the following alternatives:

1. Five QGC shares for every eight Sunshine shares; or

2. $1.65 cash per Sunshine share and two QGC shares for every seven Sunshine shares

The majority of Sunshine shareholders are electing to take the all scrip alternative in preference to the cash and scrip, a trend welcomed by Cottee as a vote of confidence in QGC's business and assets.

The Independent Expert Report (IER), issued with the Sunshine Target's Statement on 22 September, states:

"Shareholders are receiving a significant premium to Sunshine's share price prior to the announcement of the Offer. The consideration under the Offer includes a control premium. The high premium may reflect the fact that QGC may be able to realize additional strategic value from the assets of Sunshine, beyond that envisaged by our sum of parts valuation-"

The IER also states: "The Proposed Merged Entity will have exposure to a more diversified portfolio of assets than Sunshine on a stand alone basis, with the addition of QGC's diversified portfolio of production, development and exploration assets; (and) longer total potential production profile due to the Proposed Merged Entity's larger exploration portfolio and resource base."

Mr Cottee urged Sunshine shareholders to accept into the bid before QGC's Offer closes on 13 October 2008 to receive QGC scrip - and an opportunity to be part of a dynamic and fast-growing integrated energy company