TIDMNBPO
RNS Number : 0544V
New Britain Palm Oil Limited
23 October 2014
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
23 October 2014
New Britain Palm Oil Limited
("NBPOL", the "Group" or the "Company")
CASH TAKEOVER OFFER FROM SIME DARBY PLANTATION -
DISPATCH OF OFFER DOCUMENT AND TARGET COMPANY STATEMENT
New Britain Palm Oil Limited (LSE: NBPO; POMSoX: NBO), one of
the world's largest fully integrated producers of sustainable palm
oil, provides the following update regarding the cash offer by Sime
Darby Plantation Sdn Bhd ("Sime Darby Plantation") 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").
Dispatch of Offer Document and Target Company Statement
The Company today received from Sime Darby Plantation a dispatch
notice in accordance with Rule 22(4) of the Takeovers Code 1998 of
Papua New Guinea ("Takeovers Code").
The dispatch notice informs NBPOL that Sime Darby Plantation's
Offer, together with NBPOL's Target Company Statement approved by
NBPOL's Independent Board Committee, have been dispatched to NBPOL
shareholders. A copy of the Offer Document and the Target Company
Statement can be downloaded at http://www.simedarby.com and
http://www.nbpol.com.pg.
Independent Board Committee
For the purpose of evaluating and responding to the Offer, the
Board of NBPOL established the Independent Board Committee. The
Independent Board Committee is solely responsible for assessing the
merits of the Offer and preparing the Target Company Statement. The
committee is comprised of Directors who are independent of NBPOL's
major shareholder, Kulim (Malaysia) Berhad ("Kulim"), being Antonio
Monteiro de Castro, Sir Joseph Tauvasa, Sir Brown Bai, Ernie
Gangloff, Nicholas Thompson and Alan Chaytor.
Dato' Kamaruzzaman Abu Kassim and Ahamad Mohamad are Directors
of NBPOL who are also directors in Kulim and, in recognition of the
potential for actual or perceived conflicts of interest, have
absented themselves from any deliberations with respect to any
matters in relation to the Offer. Neither of these Directors will
make a recommendation in respect of the Offer and neither of these
Directors has approved the Target Company Statement.
Independent Adviser's Report on the merits of the Offer
An independent report on the merits of the Offer has been
prepared by BDO. A summary of the Independent Adviser's Report is
contained in the Target Company Statement. A copy of the full
Independent Adviser's Report is available on request from the
Company.
THE INDEPENDENT ADVISER HAS CONCLUDED THAT, IN ITS VIEW, THE
OFFER IS BOTH FAIR AND REASONABLE.
Independent Directors' recommendation in relation to the
Offer
In assessing the merits of the Offer, the Independent Directors
of NBPOL have assessed the level of cash consideration (with the
assistance of the Independent Adviser's Report) and the other terms
and conditions of the Offer, including the overall conditionality
of the Offer and the stated future intentions of Sime Darby
Plantation.
RECOMMENDATION
The Independent Directors of NBPOL have carefully assessed the
merits of the Offer and, following this assessment, THE INDEPENDENT
DIRECTORS UNANIMOUSLY RECOMMEND, IN THE ABSENCE OF A SUPERIOR
PROPOSAL, THAT NBPOL SHAREHOLDERS ACCEPT THE OFFER.
The reasons for this recommendation are set out more fully in
the Target Company Statement. In summary these are:
-- Offer is both fair and reasonable: The Independent Adviser
has concluded that, in its view, the Offer is both fair and
reasonable. The Offer Consideration of GBP 7.15 or PGK 28.79 cash
per NBPOL share is within the Independent Adviser's fair market
value range of GBP 7.00 and GBP 7.50 (or PGK 28.20 and 30.22) per
NBPOL share.
-- Premium to current market price: The Offer provides NBPOL
shareholders with an opportunity to dispose of their holdings at a
substantial premium to the market price for NBPOL shares
immediately prior to the announcement of the Offer.
-- Full general offer: The Offer is structured as a full general
offer for 100% of the issued share capital of NBPOL in accordance
with the Takeovers Code.
-- Strong partner for NBPOL: Sime Darby Plantation is one of the
world's leading integrated plantation groups and NBPOL will benefit
significantly from having a strong, supportive partner to drive
future expansion and growth in PNG and internationally.
-- PNG Government support for transaction: In relation to Rule
27A of the Takeovers Code, the PNG Prime Minister, Hon. Peter
O'Neill MP, has written to Sime Darby Berhad ("Sime Darby") (the
ultimate parent company of Sime Darby Plantation) 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.
On 9 October 2014, Kulim released a statement to Bursa Malaysia
detailing its response to Sime Darby Plantation's Offer. Kulim's
statement confirms that it intends to accept the Offer subject to:
(i) there being no superior offer for Kulim's shares in NBPOL; and
(ii) the approval of Kulim's shareholders in extraordinary general
meeting for Kulim to dispose of its entire interest in NBPOL.
Key risks and other factors to consider include:
-- Risk of delisting from LSE and/or POMSoX: If the Offer is
declared unconditional in all respects and is accepted in respect
of sufficient NBPOL shares, there is a risk that NBPOL may not
satisfy the respective listing requirements, which may result in it
being delisted from the London Stock Exchange ("LSE") and/or the
Port Moresby Stock Exchange ("POMSoX"). Even if NBPOL shares
continue to be traded on POMSoX, the lack of trading liquidity on
that exchange is likely to restrict the ability of NBPOL
shareholders to realise their holdings in the Company in the
future.
-- Conditionality of the Offer: The Offer is subject to certain
conditions which, if not satisfied or waived, would effectively
allow Sime Darby Plantation to withdraw the Offer.
-- Relationship Agreement: If Kulim disposes of all its NBPOL
shares under the Offer or NBPOL is delisted from the LSE, the
Relationship Agreement with Kulim (as controlling shareholder) will
be automatically terminated and those NBPOL shareholders who choose
not to accept the Offer will cease to have the benefit of the
Relationship Agreement.
-- Potential changes to NBPOL's operations post-Offer: A number
of significant changes may be made to NBPOL and its business
following the Offer, if successful, including changes to its
business strategy and the composition of NBPOL's Board. Sime Darby
Plantation has not ruled out making such changes in the future.
Each Independent Director of NBPOL intends to ACCEPT the Offer
in relation to those NBPOL shares held by them or in which they
have a relevant interest, in the absence of a superior
proposal.
Offer Timetable
The Offer will remain open until 5:00 pm (PNG time) or 1:00 pm
(UK time) on 18 December 2014, unless it is extended or withdrawn.
Payment of the Offer consideration is expected to be made on 24
December 2014. Please note, these dates are indicative only and may
be changed as permitted by the Takeovers Code or the PNG Securities
Commission.
If you are in any doubt as to how to act, it is recommended that
you seek independent advice as soon as practicable. This
announcement should be read in conjunction with the full Target
Company Statement and Offer Document which are being posted to
NBPOL shareholders today.
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
Notes to editors:
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.
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
MSCBLBDGSXDBGSD
New Britain Palm Oil (LSE:NBPO)
Historical Stock Chart
From Jan 2025 to Feb 2025
New Britain Palm Oil (LSE:NBPO)
Historical Stock Chart
From Feb 2024 to Feb 2025
