TIDMNBPO
RNS Number : 2877I
New Britain Palm Oil Limited
24 March 2015
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
24 March 2015
New Britain Palm Oil Limited
("NBPOL", the "Group" or the "Company")
COMPULSORY ACQUISITION OF OUTSTANDING SHARES
New Britain Palm Oil Limited (LSE: NBPO; POMSoX: NBO), one of
the world's largest fully integrated producers of sustainable palm
oil, refers to previous announcements regarding the acquisition by
Sime Darby Plantation Sdn Bhd ("Sime Darby Plantation") of a
relevant interest in approximately 98.84% of NBPOL Shares following
completion of the takeover offer (the "Offer") made in accordance
with the Takeovers Code 1998 (PNG) (the "Takeovers Code").
Acquisition Notice
Sime Darby Plantation has elected to exercise its right under
Rule 21(2)(b)(i) of the Takeovers Code to compulsorily acquire all
of the NBPOL Shares and Depositary Interests in respect of which
holders did not accept the Offer ("Outstanding Shares").
In accordance with Rule 21(2) of the Takeovers Code, Sime Darby
Plantation has today dispatched a notice to the holders of the
Outstanding Shares ("Acquisition Notice") setting out the terms on
which the Outstanding Shares will be compulsorily acquired by Sime
Darby Plantation. The Acquisition Notice is accompanied by a
personalised share transfer form.
Holders of Outstanding Shares are entitled to receive cash
consideration of GBP 7.15 or PGK 28.79 per Outstanding Share
("Consideration") being the same consideration as they were
entitled to receive under the Offer. Holders of Outstanding Shares
should refer to the Acquisition Notice and accompanying documents
for instructions on how to transfer their NBPOL Shares to Sime
Darby Plantation and receive payment.
Holders of Outstanding Shares who complete the share transfer
form and return it to Sime Darby Plantation by no later than 14
April 2015 will be sent the Consideration within 7 days after
receipt by Sime Darby Plantation of the completed form. Documents
must be sent to Sime Darby Plantation at the following address:
(a) in the case of NBPOL Shares (including Depositary Interests)
quoted on the London Stock Exchange ("LSE"), to: Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, England, United Kingdom; and
(b) in the case of NBPOL Shares quoted on the Port Moresby Stock
Exchange ("POMSoX"), to: C/- PNG Registries Limited, PO Box 1265,
Port Moresby, NCD, Papua New Guinea.
The Consideration will be paid:
(a) in the case of GBP, by cheque; and
(b) in the case of PGK, by cheque or direct credit as selected
by the holder (provided that if the holder does not select either,
the payment will be made by cheque).
Holders of Outstanding Shares who fail to complete the share
transfer form and return it to Sime Darby Plantation by 14 April
2015 will have their shares compulsorily acquired by Sime Darby
Plantation. The Consideration payable to such holders will be paid
to NBPOL and held by NBPOL on trust for such holders (in an
interest bearing trust account with a bank approved under the Banks
and Financial Institutions Act 2000) until claimed.
Following completion of the compulsory acquisition process, Sime
Darby Plantation will be the registered holder of100% of NBPOL's
issued share capital.
London Stock Exchange Delisting
NBPOL has made an application to the UK Listing Authority and
the LSE requesting the cancellation of trading in NBPOL ordinary
shares (in the form of Depositary Interests) on the LSE's market
for listed securities and of the listing of the shares on the
Official List of the UK Listing Authority.
Cancellation is expected to take effect from 8:00 a.m. (London
time) on 25 March 2015.
Port Moresby Stock Exchange Delisting
As a result of the compulsory acquisition of the Outstanding
Shares, Sime Darby Plantation will become NBPOL's sole shareholder.
Without further action on Sime Darby Plantation's or NBPOL's part,
POMSoX is expected to remove NBPOL from POMSoX's official list at
which time NBPOL shares will cease to be quoted on POMSoX.
It is expected that POMSoX will suspend NBPOL's shares on 31
March 2015 and subsequently remove NBPOL from the official list at
the close of trading on 7 April 2015.
Key Dates
Date Event
24 March 2015 Dispatch of Acquisition Notice
=========================================
25 March 2015 at 8.00 Cancellation of trading in NBPOL Shares
a.m. (expected) on LSE and removal from UKLA Official
List
=========================================
25 March 2015 (expected) Withdrawal of Depositary Interests from
CREST and issue of share certificates
to Depositary Interest holders
=========================================
31 March 2015 (expected) POMSoX suspension of trading in NBPOL
Shares
=========================================
7 April 2015 (expected) Removal from POMSoX official list
=========================================
14 April 2015 Deadline for returning completed share
transfer forms to Sime Darby Plantation
with respect to Outstanding Shares
=========================================
By 21 April 2015 Compulsory acquisition of Outstanding
Shares by Sime Darby Plantation
=========================================
Shareholder questions regarding the Acquisition Notice should be
directed to either:
(a) Capita Asset Services on 0871 664 0321 from within the UK or
+44 20 8639 3399 if calling from outside the UK between 9.00 a.m.
and 5.30 p.m. (UK time) Monday to Friday; or
(b) PNG Registries on 3216377 from within PNG or on +675 3216377
if calling from outside PNG between 8.30 a.m. to 4.30 p.m. (PNG
time) Monday to Friday (except PNG public holidays).
Copies of the Acquisition Notice will be made available on the
website of Sime Darby Plantation's ultimate parent company, Sime
Darby Berhad, at http://www.simedarby.com.
Enquiries:
New Britain Palm Oil Limited Tel (Singapore): +65 6227 6247
Nick Thompson (Chief Executive
Officer)
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. Except as otherwise provided, terms defined in the Offer
Document dated 23 October 2014 have the same meaning when used in
this announcement.
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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