Debt Conversion

    RNS Number : 3512E
  Plant Offshore Group Ltd
  26 September 2008
   

       
                                                                                       Plant Offshore Group Limited 


    Debt Conversion 


    Plant Offshore Group Limited ("POGL" or "the Company"), is pleased to announce that the Company has entered into a subscription
agreement with Renewable Fuel Corp Inc ("RFC") ("the Agreement"), whereby RFC will issue 917,168 new Series A Convertible Preferred Stocks
of RFC at an issue price of $10.00 per Preferred Stock ("Preferred Stock") to POGL in lieu of outstanding fees owed to the Company.

    The Agreement is to satisfy an amount owing by Century Corp Sdn Bhd ("Century"), a subsidiary company of RFC to Plant & Offshore
Technology Sdn Bhd ("POT"), a wholly-owned subsidiary company of POGL. The amount owing by Century to POT is RM32,000,000. Based on the
exchange rate of $1.000:RM3.489 as at 19 September 2008, the equivalent is $9,171,682. On this basis, POGL has subscribed for 917,168
Preferred Stocks of RFC based on the issue price of $10.00 per Preferred Stock consideration of which is satisfied by the conversion of the
debt. POT's ongoing contract with Century remains unaffected and barring any delay, is expected to complete by end 2009.

    The rationale of the Agreement is two-folds.

    Following discussions with Century about the outstanding fees due to the Company, the Directors came to the conclusion that based on the
proposed terms of Preferred Stock the best way to realise the amount owed by Century in light of the options available and was to enter the
Agreement with RFC. The principal rights attached to the Preferred Stock are set out below:-

    *     Automatic Conversion into Common Stock - The Preferred Stocks will immediately convert, on the basis of one (1) Preferred Stock
for ten (10) Common Shares basis, into shares of Common Stocks of RFC within twelve (12) months of conversion of debt into Preferred Stocks
and/or if RFC's Common Stocks begin trading on a stock exchange, market or other trading facility;
    *     Optional Conversion into Debt Instrument - The Preferred Stocks can be converted into a debt obligation of RFC at any time if
RFC's Common Stocks are not traded on a stock exchange within twelve (12) months of the Agreement, following which RFC will pay interest on
the principal amount of the debt at a rate of 8% per annum, payable quarterly in arrears, in cash or by issuing Common Stocks of RFC at a
conversion/purchase rate of $1.00 per Common Stock; and
    *     Debt Repayment - In the event of (2) above, POGL shall have the right to receive from RFC twenty five (25%) of RFC's Net Income
After Taxes (as defined in RFC's annual audited financial statements) to pay down the debt obligation to POGL until the full amount of the
debt obligation has been repaid or until the  Common Shares of RFC begin trading on a stock exchange, market or other trading facility, at
which time the remaining outstanding debt obligation shall automatically convert into Common Stocks of RFC at a conversion price of $1.00
per share.

    Secondly, the Directors believe that the terms of the Agreement gives the Company greater flexibility in that POGL still has the option
to convert the Preferred Stocks into debt but also, in the event the Preferred Stocks are converted into Common Stocks the Directors believe
the Company could benefit from the potential share price appreciation of RFC Group's shares in the event of a listing. RFC is currently
undertaking a private placing in the USA and in the event that it is fully subscribed and POGL converted its Preferred Stocks into Common
Stocks it would hold approximately 4% of RFC.

    The Board of Directors of POGL believes that the prospect of RFC's business is bright given that it produces biodiesel, a form of clean
energy that undoubtedly helps considerably in combating climate change and global warming. The ensuing sections further elaborate the
business of RFC.

    Hang Chin Juan, Chief Executive Officer, commented:

    "The Investment will enable POGL's participation in the booming biodiesel and blended fuel industry in the US. By holding investment in
an integrated biodiesel and blended fuel producer that operates in both upstream and downstream, POGL's investment is more secure and with
lower risks. 

    "Although there are risks attached to the Investment, we believe the potential upside and benefits of RFC's probable listing on an
American stock exchange outweigh these risks." 

    Related Party Transaction

    Cho Nam Sang, Chairman of the Company, is also an Executive Director of RFC and, as such, the Agreement constitutes a related party
transaction under the AIM Rules for Companies and the Board of the Company, with the exception of Cho Nam Sang, having consulted with the
Company's nominated adviser, HB Corporate, consider that the terms of the transaction are fair and reasonable insofar as its shareholders
are concerned.

    About RFC

    RFC (www.rfuelcorp.com), incorporated in Nevada USA, is an integrated producer, blender and distributor of biodiesel and blended fuels
in the US and select global locations. Sales and marketing of RFC's biodiesel and blended fuels will be undertaken by its direct US-based
sales and marketing team. RFC owns biodiesel production plants in Kuantan, Malaysia (through subsidiary Plant Biofuels Corporation Sdn Bhd)
and in Dumai, Indonesia (through subsidiaries Century and Optimis Teguh Sdn Bhd), which have an aggregate nameplate production capacity of
600,000 metric tonnes per annum. RFC's biodiesel production plants are also capable of processing and refining USP standard glycerine, which
is widely used in the pharmaceutical industry. The Malaysian plant, which has obtained a license from the Ministry of International Trade
and Industry of Malaysia, is expected to commence operation in December 2008, while the Indonesian plants, which have obtained licenses from
Badan Koordinasi Penanaman Modal in Indonesia, are expected to commence operation in 2Q10 and 1Q11 respectively.

    As an integrated biodiesel and blended fuel producer and supplier, RFC's activities will include the operation of jatropha and crude
palm oil plantations (future), biodiesel production plants, tank farms for storage of biodiesel, diesel and blended fuel (future), and
distribution of pure biodiesel ("B100") and blended fuel. As a green company that supplies biodiesel and blended biofuel, RFC may be able to
claim and trade carbon credits, thus providing an additional stream of revenue to the company.

    RFC plans to produce and supply B100 or blend the B100 into various biodiesel blends such as B2, B5 and B10, where B(x) refers to the
percentage of biodiesel being blended with the diesel fuel, before supplying to the US markets. RFC believes it has a cost advantage as it
is able to source directly for lower cost feedstocks and subsequently cheaper biodiesel from its plants in Malaysia and in Indonesia and
also various other plants in the South East Asian region. RFC believes it will be able to produce, blend and distribute premium quality
biodiesel and blended fuels at lower costs than some of its competitors, which it firmly believe will increase the demand for its products
and increase its revenue and profits. 

    RFC's target markets are broadly categorized into wholesale, fleet and retail, which include fuel distributors and blenders, industrial
users, fleet operators, gas stations and even federal, state and local governments. 


    For further information:

                               Plant Offshore Group Limited
                               Mr. Hang Chin Juan, CEO                                                Tel: [phone]
                               [e-mail]                                              www.plantoffshore.com


                               HB Corporate
                               Luke Cairns, Director, Corporate Finance                         Tel: [phone]
                               [e-mail]                                           www.hbcorporate.co.uk


                              Threadneedle Communications
                              Josh Royston / Graham Herring                                          Tel: [phone]


    About POGL:

    POGL is the holding company of an established and profitable group of companies engaged in the business of providing integrated,
multi-discipline EPCM services to the oil and gas (onshore and offshore), petrochemical, biodiesel, energy and other related industries. The
group operates primarily in the ASEAN region but this focus is expanding, with the group having won contracts in the Middle East. The
services of POGL are focused on EPCM services. This is broken down and incorporates the following features:

    * Engineering "E" - specialist engineering design services;

    * Procurement "P" - the procurement of the relevant materials and equipment to meet design specifications such as skid and process
equipment; and

    * Construction Management "CM" - the management on a client's behalf of the construction or fabrication of a project. The services can
be provided, together with more general Project Management, either in totality or partially dependent on the client's requirements. In
addition POGL supplies industry specialists to the oil and gas and related industries.

    POGL listed on AIM, a market of the London Stock Exchange, in July 2007. For more information on the company, please visit
www.plantoffshore.com.








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