TIDMNBPO TIDMTTM
RNS Number : 8527T
New Britain Palm Oil Limited
09 October 2014
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
9 October 2014
New Britain Palm Oil Limited
("NBPOL", the "Group" or the "Company")
CASH TAKEOVER OFFER FOR ALL SHARES IN NBPOL FROM SIME DARBY
PLANTATION
AT GBP 7.15 or PGK 28.79 PER SHARE
New Britain Palm Oil Limited (LSE: NBPO; POMSoX: NBO), one of
the world's largest fully integrated producers of sustainable palm
oil, announces that it has received formal notification from Sime
Darby Plantation Sdn Bhd ("Sime Darby Plantation") of its intention
to make a cash offer for all the issued and to be issued shares in
NBPOL at a price of GBP 7.15 or PGK 28.79 per share (the
"Offer").
Key Points:
-- Cash takeover offer from diversified, multinational
plantation group Sime Darby
-- Full general offer to all NBPOL shareholders pursuant to PNG
Takeovers Code
-- Offer values 100% of NBPOL equity at GBP 1,073 million (PGK
4,319 million)
-- Offer price of GBP 7.15 or PGK 28.79 per share represents an
attractive premium to recent trading levels
-- Offer is subject to certain conditions, including a minimum
acceptance condition of 51%, no material adverse change to NBPOL
and certain regulatory approvals
-- In relation to Rule 27A of the Code, the PNG Prime Minister
has written to Sime Darby acknowledging that Sime Darby is keen to
make a general offer for NBPOL and reiterating that Sime Darby's
proposed acquisition of a shareholding in NBPOL will not be
contrary to PNG's national interest
-- Independent Board Committee intends to unanimously recommend
that NBPOL shareholders accept the Offer, in the absence of a
superior proposal and subject to the independent adviser concluding
that the Offer is fair and reasonable
The takeover notice was served pursuant to Section 22(1) of the
Takeovers Code 1998 of Papua New Guinea (the "Code") by Sime Darby
Plantation. Sime Darby Plantation is a wholly-owned subsidiary of
Sime Darby Berhad (MK:SIME) ("Sime Darby"). For the purposes of the
Code, the effective date of the notice is 9 October 2014.
The Offer price of GBP 7.15 per share represents:
-- A premium of 85.0% to NBPOL's closing price on the London
Stock Exchange ("LSE") on 8 October 2014 of GBP 3.87;
-- A premium of 76.9% to the 30-day volume weighted average
price ("VWAP") on the LSE prior to 8 October 2014 of GBP 4.04;
and
-- A premium of 55.7% to the 60-day VWAP on the LSE prior to 8
October 2014 of GBP 4.59.
The Offer price of PGK 28.79 per share represents a premium of
79.9% to NBPOL's closing price on Port Moresby Stock Exchange
("POMSoX") on 8 October 2014 of PGK 16.00.
Independent Board Committee Recommendation
The Board has established an Independent Board Committee to
assess the merits of the Offer and to ensure compliance by the
Company with its obligations under the Code as well as other
applicable regulatory requirements. The Independent Board Committee
comprises the following Board members: Antonio Monteiro de Castro,
Sir Joseph Tauvasa, Sir Brown Bai, Ernie Gangloff, Nicholas
Thompson and Alan Chaytor.
In the absence of a superior proposal and subject to the
independent adviser concluding that the Offer is fair and
reasonable, the Independent Board Committee intends to unanimously
recommend that NBPOL shareholders accept the Offer.
Subject to the same qualifications, each member of the
Independent Board Committee intends to accept the Offer in respect
of all NBPOL shares held or controlled by him.
In accordance with Rule 9 of the Code, the Independent Board
Committee has appointed accounting firm BDO as the independent
adviser. A summary of BDO's report on the merits of the Offer will
be included in the Target Company Statement.
Offer Timetable
Detailed information in relation to the Offer will be set out in
the Offer Document and Target Company Statement. These documents
are expected to be dispatched to NBPOL shareholders in
approximately two weeks. The Offer is expected to be completed by
the end of December 2014.
Offer Conditions and Other Terms
A draft Offer Document was provided to NBPOL by Sime Darby
Plantation as an annexure to the takeover notice. In accordance
with the Code, the Offer (as set out in the Offer Document) must be
on the same terms and conditions as set out in the takeover notice,
except for the deletion of conditions which have been satisfied or
waived and amendments and the inclusion of such additional
information as may be contained in, or accompany, the Offer as
permitted by Rule 22(3) of the Code.
The Offer is expected to be subject to certain conditions
including:
-- A minimum acceptance condition that Sime Darby Plantation
receives sufficient acceptances such that after the acceptances are
processed, Sime Darby Plantation will hold NBPOL shares carrying
not less than 51.00% of the voting rights in NBPOL;
-- No regulatory intervention which restrains or prohibits the
Offer (including the Securities Commission of PNG not issuing an
order under Rule 27A(1) of the Code);
-- No material adverse change (as referred to in the draft Offer
Document) occurring in respect of NBPOL or its assets;
-- The European Commission issuing a decision or being deemed to
have done so, declaring the Offer compatible with the EU internal
market without attaching to its decision any conditions or
obligations that are not reasonably satisfactory to Sime Darby
Plantation; and
-- Other customary conditions.
PNG Government Support
In relation to Rule 27A of the Code, the PNG Prime Minister,
Hon. Peter O'Neill MP, has written to Sime Darby acknowledging that
Sime Darby is keen to make a general offer for NBPOL and
reiterating that Sime Darby's proposed acquisition of a
shareholding in NBPOL will not be contrary to PNG's national
interest.
LSE Listing
Sime Darby Plantation has advised that after the Offer becomes
or is declared unconditional in all respects and Sime Darby
Plantation has acquired, or agreed to acquire, NBPOL shares
carrying at least 75% of the voting rights of NBPOL, Sime Darby
Plantation intends to procure the making of an application by NBPOL
for cancellation, respectively, of the trading in NBPOL shares on
the LSE's market for listed securities and of the listing of NBPOL
shares on the LSE's Official List.
Antonio Monteiro de Castro, Chairman of NBPOL, commented:
"Ensuring that the divestment of Kulim's 48.97% equity stake be
undertaken in conjunction with a full general offer available to
all NBPOL shareholders has been a primary objective of the
Independent Board Committee. We are therefore pleased to be able to
present this transaction to our shareholders for their
consideration. The Offer will provide an opportunity for all
shareholders to realise their investment in NBPOL at an attractive
valuation and we also believe it represents a positive outcome for
our employees, our customers and other stakeholders. By joining the
Sime Darby Group (following the successful completion of the
Offer), NBPOL will benefit from having a strong, supportive partner
to drive future expansion and growth in PNG and
internationally."
A full copy of Sime Darby's announcement with respect to the
Offer can be downloaded at
http://www.bursamalaysia.com/market/.
Shareholders do not need to take any action in response to the
Offer at this stage. The Company will continue to update its
shareholders of any further material developments in connection
with the Offer.
Enquiries:
New Britain Palm Oil Limited Tel (UK): +44 (0)20 7472 5936
Nick Thompson (Chief Executive Tel (Singapore): +65 6227 6247
Officer)
Alan Chaytor (Executive Director)
Amir Mohareb (Chief Financial Officer)
Ben Oakley (Corporate Development
and IR)
Newgate Communications (PR Adviser) Tel: +44 (0)20 7680 6550
James Benjamin Email: nbpol@newgatecomms.com
Clotilde Gros
Georgia Lewis
Website: www.nbpol.com.pg
About New Britain Palm Oil
NBPOL is a large scale integrated industrial producer of
sustainable palm oil in Australasia, headquartered in Papua New
Guinea ('PNG'). It has over 79,800 hectares of planted oil palm
estates, over 7,700 hectares of sugar cane and a further 9,200
hectares of grazing pasture; twelve oil mills; two refineries, one
in PNG, and one in Liverpool, UK; and a seed production and plant
breeding facility. The Company is listed on both the Main Market of
the London Stock Exchange and on the Port Moresby Stock Exchange in
PNG.
NBPOL is fully vertically integrated, producing its own seed
(which it also sells globally), planting, cultivating and
harvesting its own land, and processing and refining palm oil (both
in PNG and the UK). It also contracts directly with its end
customers in the EU and arranges shipping of its products.
NBPOL has high regard for the importance of its sustainability
credentials. It has achieved 100% certification of all estates,
mills and smallholders to the Roundtable on Sustainable Palm Oil
('RSPO') standard. NBPOL continues to be active in proving its
performance through its certification to ISO 14001 and its close
involvement with other innovative initiatives. The Company is a
certified supplier of sustainable palm oil from its entire
production base in PNG and Solomon Islands, under the RSPO
guidelines.
About Sime Darby Plantation Sdn Bhd
Sime Darby Plantation Sdn Bhd is the plantation and
agri-business arm of Sime Darby group of companies. It is one of
the world's largest plantation companies producing about 5% of
global crude palm oil output.
Sime Darby Plantation Sdn Bhd is one of the co-founding members
of the Roundtable on Sustainable Palm Oil and the world's largest
producer of certified sustainable palm oil and palm kernel oil.
Sime Darby Plantation Sdn Bhd is a wholly owned subsidiary of
Sime Darby Berhad.
Sime Darby Berhad is a Malaysia based diversified multinational
company involved in key growth sectors, namely, plantations,
industrial equipment, motors, property and energy & utilities.
Founded in 1910, its business divisions seek to create positive
benefits in the economy, environment and society where it has its
presence. Sime Darby Berhad is the ultimate holding company of the
Sime Darby group of companies.
Sime Darby Berhad is one of the largest companies on Bursa
Malaysia with a market capitalisation of approximately US$18
billion.
Important Notice
A copy of this announcement will be available at
www.nbpol.com.pg. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement. This announcement is for information purposes
only.
The distribution of this document, in or into some
jurisdictions, may be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform
themselves of, and observe, those restrictions.
This announcement is for information purposes only and does not
constitute a prospectus or prospectus equivalent document. It is
not intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
This document contains forward looking statements, including
statements of current intentions, statements of opinion and
predictions as to possible future events. Forward looking
statements are not based on historical facts, but are based on
NBPOL's current expectations of future results or events. These
forward looking statements are subject to known and unknown risks,
uncertainties and assumptions which could cause actual results or
events to differ materially from the expectations described in such
forward looking statements. Those risks, uncertainties, assumptions
and other important factors are not all within the control of NBPOL
and cannot be predicted by NBPOL. While NBPOL believes that the
expectations reflected in the forward looking statements in this
document are reasonable, no assurance can be given that such
expectations will prove to be correct. Matters as yet not known to
NBPOL or not currently considered material by NBPOL may cause
actual results or events to be materially different from those
expressed, implied or projected in any forward looking
statements.
None of NBPOL, its officers, any persons named in this document
with their consent or any person involved in the preparation of
this document makes any representation, assurance or guarantee as
to the accuracy or likelihood of fulfilment of any forward looking
statement or any outcomes expressed or implied in any forward
looking statements. Any forward looking statement contained in this
document is qualified by this cautionary statement.
Subject to any continuing obligations under the laws of PNG, the
LSE Listing Rules or the POMSoX Listing Rules, NBPOL and its
officers disclaim any obligation or undertaking to disseminate
after the date of this document any updates or revisions to any
forward looking statements to reflect any change in expectations in
relation to any forward looking statements or any change in events,
conditions or circumstances on which such statements are based.
- ENDS -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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