SYDNEY GAS

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    New Issue of Securities/Appendix 3B-Working Capital

    Document date: Fri 30 Aug 2002 Published: Fri 30 Aug 2002 09:50:05
    Document No: 222138 Document part: A
    Market Flag: Y
    Classification: Placement , Appendix 3B
    SYDNEY GAS COMPANY NL 2002-08-30 ASX-SIGNAL-G

    HOMEX - Perth

    +++++++++++++++++++++++++
    NEW ISSUE OF SECURITIES

    Sydney Gas Company NL ("Sydney Gas") advises that it proposes to
    offer New Shares (fully paid ordinary shares) and attaching New
    Options to the holders of existing 30 September 2002 $1.00 Options
    ("Optionholder").

    The offer would be to Optionholders registered (with addresses in
    Australia and New Zealand) at 5:00pm NSW Standard Time on 30
    September 2002 ("Record Date") to subscribe for New Shares at a price
    of $1.00 per New Share and attaching New Options for no additional
    consideration on the basis of six New Options for every one New Share
    allotted.

    Each Optionholder would be offered to subscribe for one New Share for
    every ten 30 September 2002 $1.00 Options held on the Record Date
    (1:10 basis). Each Optionholder may subscribe for any number of New
    Shares up to the maximum number that would be offered.

    Each New Option will entitle the holder to acquire one fully paid
    ordinary share in Sydney Gas at an exercise price of $0.60 at any
    time up to and including 2 February 2004.

    If fully subscribed, Sydney Gas would issue 3,262,229 New Shares and
    19,573,374 New Options subject to adjustment on rounding and would
    raise $3,262,229 which would be applied to working capital. The New
    Options, if exercised prior to their expiry date, would raise
    $11,744,024.

    A prospectus for the offer of the New Shares and New Options is
    required under the Corporations Act. Anyone who wants to acquire the
    New Shares and New Options will need to complete the application form
    that will be in or will accompany the prospectus. The prospectus,
    after it has been lodged with the Australian Securities and
    Investments Commission, will be dispatched no later than 3 October
    2002 to Optionholders. Application will be made for the listing of
    the New Shares and New Options with the Australian Stock Exchange
    Limited.

    The issue of the New Shares and the New Options requires the approval
    of shareholders under Listing Rule 7.1 of the Australian Stock
    Exchange Limited as this proposed issue of securities will exceed the
    limit allowable for the issue of securities without approval of
    shareholders. Any offer to Sydney Gas' directors who are
    Optionholders will also require the approval of shareholders under
    Listing Rule 10.11. These approvals will be sought at a general
    meeting to be held in November 2002. Acceptances for the offer will
    open after the approval of shareholders has been obtained.

    The offer is not underwritten and is non-renounceable. There is no
    minimum acceptance for the offer. Any shortfall may be allocated by
    the Directors at their discretion with priority allocation given to
    existing shareholders who are not Optionholders who may wish to
    subscribe to the offer.


    P S Yue
    COMPANY SECRETARY
 
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