kulim's 50.68% subsidiary，New Britain Palm Oil Limited (“NBPOL”)拟收购位于Papua New Guinea's Port Moresby Stock Exchange(png交易所)上市的Ramu Agri-Industries Limited (“Ramu” )的100%股权。
简言之，就是kulim's nbpol cash offer Ramu
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kulim必须向三处地方宣布，分别是london stock exchange/bursamalaysia/png stock exchange。原因是nbpol同时在png和LSE上市。
http://www.pomsox.com.pg/company_info.php?code=NBO
http://www.londonstockexchange.com/en-gb/pricesnews/prices/system/detailedprices.htm?sym=PG0009239032GBGBXSET3B298688NBPO
Ramu Agri-Industries (previously Ramu Sugar Limited) is the largest sugar producer and exporter in PNG. The company was partially floated and successfully listed on the market in September 2002. The company's core business is in growing and producing sugar. The company is also diversifying into other agricultural based activities.
For more information, visit the company website at: site under construction
目前并不能用于评估cash offer的价值，因为我们暂时不知道Ramu的财务记录(png交易所并没有提供他们的财务记录)。
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bursa announcement
New Britain Palm Oil Limited’s USD43.8 million cash offer for Ramu Agri-Industries (“the Offer”)
The Board of Directors of Kulim (“The Board”) wishes to announce that New Britain Palm Oil Limited (“NBPOL”), a 50.68% subsidiary of Kulim, has today made an announcement to the London Stock Exchange stating that it is making an offer for the entire issued share capital of Ramu Agri-Industries Limited (“Ramu” or “the company”), a company listed on the Papua New Guinea's Port Moresby Stock Exchange.
The cash consideration offered for each Ramu Share is K5.00 (approximately USD1.80) with total consideration of approximately K120.5 million (approximately USD43.8 million) in cash to be funded from NBPOL’s existing cash resources.
Ramu holds long term leases of approximately 30,000 hectares of land in the Ramu Valley in Papua New Guinea. The company currently has over 4,500 productive hectares of oil palm plantations with an established mill and infrastructure, as well as approximately 16,000 hectares of land that have the potential to be developed into oil palm plantations.
The acquisition of Ramu would allow NBPOL to expand significantly its oil palm plantations, in line with the stated objective of its London Stock Exchange listing in December 2007 to double its entire plantation area within seven to eight years.
The Board is supportive of the Offer and is of the opinion that the Offer would be in the best interest of Kulim.
This announcement is dated 16 May 2008
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LSE annoucement (或许这是最后希望，否则，只能等待分析员从发布会拿资料回来。)
Regulatory Announcement
Go to market news section
Company NEW BRITAIN PALM OIL LD ORD NPV (DI)
TIDM NBPO
Headline Cash Offer
Released 08:15 16-May-08
Number 6204U08
RNS Number : 6204U
New Britain Palm Oil Limited
16 May 2008
16 May 2008
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, MALAYSIA, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES
NEW BRITAIN PALM OIL LIMITED
US$43.8 MILLION CASH OFFER FOR
RAMU AGRI-INDUSTRIES LIMITED
INCLUDING LONG TERM LEASES OVER 30,000 HECTARES OF LAND
New Britain Palm Oil Limited (LSE: NBPO) ("NBPOL" or the "Company"), a large scale integrated industrial producer of palm oil in Australasia, announces a cash offer (the "Offer") for all of the shares in the capital of Ramu Agri-Industries Limited ("Ramu") which it does not own. Ramu, a company listed on Papua New Guinea's ("PNG") Port Moresby Stock Exchange, holds long term leases over approximately 30,000 hectares of land in the Ramu Valley in PNG.
At the date of the Offer the Company holds 4,689,283 shares in Ramu representing 19.45 per cent. of the issued capital of Ramu.
The cash consideration offered for each Ramu Share is K5.00 (approximately US$1.82) with total consideration (including the shares already acquired by NBPOL above) of approximately K120.5 million (approximately US$43.8 million) in cash to be funded from NBPOL's existing cash resources. As at 31 March 2007, Ramu had net debt of approximately K37.7 million (approximately US$13.7 million)
KEY HIGHLIGHTS
· NBPOL's stated objective on its London listing in December 2007 was to double its entire plantation area within seven to eight years. The acquisition of Ramu would allow NBPOL to expand significantly its oil palm plantations, providing approximately 50 per cent. of its plantation development target once developed. NBPOL remains confident about delivering on its stated objective.
· The directors of NBPOL believe that the Offer represents compelling value. Ramu has over 4,500 productive hectares of oil palm plantations, with an established mill and infrastructure, and approximately 16,000 hectares of land that the Directors expect to have the potential to be developed into oil palm plantations. The Directors believe that the price per hectare, once the development costs are factored in, is likely to befavourablewhen compared to similar land currently being sold in Indonesia and Malaysia.
· For the year ended 31 March 2007, Ramu reported audited turnover of approximately K107.0 million (approximately US$38.9 million) and profits before tax of approximately K6.4 million (approximately US$2.3 million). As at 31 March 2007, Ramu reported gross assets of approximately K155.1 million (US$56.4 million).
· NBPOL’s rigorous sustainability criteria and highly regarded environmental credentials are expected to be maintained across Ramu's land holding.
· The directors of NBPOL are confident that the new plantations will benefit greatly from NBPOL’s high quality seeds and its skilled and successful management methods. Furthermore, they expect the potential yield of Fresh Fruit Bunches (“FFB”) per hectare to be good with high oil extraction rates.
· A takeover notice under the PNG Takeovers Code, dated 16 May 2008, has been sent by NBPOL to Ramu. The offer document must be posted to Ramu Shareholders within 30 days from the date of the Takeover Notice, which then triggers the commencement of the offer period.
· The Offer will be made in accordance with the rules of the PNG Takeovers Code and will remain open for acceptance for 30 days from the date of the offer document, subject to any extensions permitted under the PNG Takeovers Code.
· The Offer will be conditional on, amongst other things, valid acceptances being received in respect of not less than 90 per cent. of the Ramu Shares to which the Offer relates (though this condition can be waived by theOfferorin accordance with the terms of thePNG TakeoversCode)and the approval of the Bank of Papua New Guinea and PNG's Investment Promotion Authority.
This summary should be read in conjunction with, and is subject to, the full text of this announcement. The Offer will be made in accordance with the rules of the PNG Takeovers Code and the full conditions and terms which will be set out in the offer document expected to be despatched to Ramu Shareholders as soon as is reasonably practicable.
Nick Thompson, NBPOL's Chief Executive Officer, commented:
"This is an important acquisition for New Britain Palm Oil. Ramu is an excellent strategic and operational fit with NBPOL, adding approximately 30,000 hectares of extremely attractively priced land, much of it for potential development into oil palm plantations. It accelerates considerably our planting programme, whilst at the same time maintaining our historic focus on sustainable and ethical palm oil production.
With our long and successful track record of developing and managing our oil palm estates and with the use of our high quality seeds as a fully integrated producer, we believe that this acquisition should build on our achievements. New Britain Palm Oil's strong balance sheet should allow us to develop quickly the agricultural potential of Ramu's assets. We remain as a group very well positioned to capitalise on the positive trends we see in the palm oil market."
nquiries:
Gavin Anderson (Financial PR Adviser)
Ken Cronin / Janine Brewis / Anthony Hughes
Tel: +44(0)20 7554 1400
Email: nbpol@gavinanderson.co.uk
New Britain Palm Oil Limited
Nick Thompson
Alan Chaytor
David Dann
Tel: +44(0)20 7554 1400
Kaupthing Singer & Friedlander
Nicholas How
Tel: +44 (0)20 3205 5000
Website: www.nbpol.com.pg
16 May 2008
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, MALAYSIA, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES
NEW BRITAIN PALM OIL LIMITED
US$43.8 MILLION CASH OFFER FOR
RAMU AGRI-INDUSTRIES LIMITED
INCLUDING LONG TERM LEASES OVER 30,000 HECTARES OF LAND
New Britain Palm Oil Limited ("NBPOL" or the "Company"), a large scale integrated industrial producer of palm oil in Australasia, announces a cash offer (the "Offer") for all of the shares in Ramu Agri-Industries Limited ("Ramu") which it does not hold. Ramu, a company listed on the Port Moresby Stock Exchange, holds long term leases over approximately 30,000 hectares of land in the Ramu Valley in PNG.
At the date of the Offer the Company holds 4,689,283 shares in Ramu representing 19.45 per cent. of the issued capital of Ramu.
The cash consideration offered for each Ramu Share is K5.00 (approximately US$1.82) with total consideration (including the shares already acquired by NBPOL above) of approximately K120.5 million (approximately US$43.8 million) in cash to be funded from NBPOL's existing cash resources. As at 31 March 2007, Ramu had net debt of approximately K37.7 million (approximately US$13.7 million).
The Offer
A takeover notice under the PNG Takeovers Code, dated 16 May 2008, was sent by NBPOL to Ramu. Ramu has 14 days to respond to the Takeover Notice shortly following which NBPOL will despatch the offer document to Ramu Shareholders. The despatch of the offer document, which must be within 30 days of the sending of the Takeover Notice, triggers the commencement of the offer period which must be no shorter than 30 days, and no longer than 90 days. Accordingly, further updates will be made when appropriate.
The Offer will be made in accordance with the rules of the PNG Takeovers Code and will remain open for acceptance for 30 days from the date of the offer document, subject to any extensions permitted under the PNG Takeovers Code and unless the Offer is withdrawn in accordance with the PNG Takeovers Code.
The Offer will be conditional on, amongst other things, valid acceptances being received in respect of not less than 90 per cent. of the Ramu Shares to which the Offer relates (though this condition can be waived by the Offeror in accordance with the terms of the PNG Takeovers Code) and the approval of the Bank of Papua New Guinea and PNG's Investment Promotion Authority. Other terms and conditions of the Offer are considered customary for a public offer.
The Ramu Shares will be acquired pursuant to the Offer fully paid and free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind. The Offeror will be entitled to all Rights accruing after the time of service of the Takeover Notice on Ramu in respect Ramu Shares which it acquires under the Offer.
Full acceptance of the Offer will result in a payment to Ramu Shareholders of approximately US$43.8 million.
About Ramu
Ramu is the largest producer and exporter of sugar in PNG, as well as being PNG's largest beef producer. It also has land under other crops including oil palm, peanuts and cashew nuts.
Ramu's current land holding of approximately 30,000 hectares comprises over 4,500 productive hectares of oil palm plantations, with an established mill and associated infrastructure, 8,000 hectares currently under sugar cane, 14,000 hectares currently under beef cattle grazing and 2-3,000 hectares under other crops. As reported in its latest annual report, Ramu has a total of around 16,000 head of cattle.
For the year ended 31 March 2007, Ramu reported audited turnover of approximately K107.0 million (approximately US$38.9 million) and profits before tax of approximately K6.4million (approximately US$2.3 million). As at 31 March 2007, Ramu reported gross assets of approximately K155.1 million (US$56.4 million).
Rationale for the Offer
Ramu is considered to be anexcellent strategic and operational fit with NBPOL's existing 40,000 plus hectares of planted oil palm plantations.
The directors of NBPOL believe that the Offer represents compelling value. Ramu has over 4,500 productive hectares of oil palm plantations, with an established mill and infrastructure, and approximately 16,000 hectares of land that the Directors expect to have the potential to be developed into oil palm plantations. The Directors believe that the price per hectare, once the development costs are factored in, is likely to be favourable when compared to similar land currently being sold in Indonesia and Malaysia.
The Ramu Valley, where Ramu's operations are based, is on mainland PNG. The shipping port used by Ramu at the major town of Lae is well-positioned such that there would be virtually no deviation of the shipping route to/from NBPOL's current plantations in West New Britain.
The Directors are confident that NBPOL can fund the development costs of the 16,000 hectares of oil palm that is not yet planted (inclusive of all housing, infrastructure and a second mill) from NBPOL's cash resources. The Directors consider that the expected development costs are based on conservative assumptions and the Directors have placed no valuation on existing infrastructure of housing and workshops. The Directors are also confident that their assumptions of future operating costs and palm oil prices are realistic.
NBPOL's rigorous sustainability criteria and highly regarded environmental credentials are expected to be maintained across Ramu's land holding. The Directors do not expect any environmental issues as the areas of Ramu's land holding the Directors have identified as having the potential to be developed into oil palm plantations are already planted with sugar cane or left as pasture, which also has the additional benefit of making the areas more cost effective to plant with oil palm.
NBPOL's stated objective on its London listing in December 2007 was to double its entire plantation area within seven to eight years. The acquisition of Ramu would allow NBPOL to expand significantly its oil palm plantations, providing approximately 50 per cent. of its plantation development target once developed. NBPOL remains confident about delivering on its stated objective.
The Directors are confident that the new plantations will benefit greatly from NBPOL's high quality seeds and its skilled and successful management methods. The Directors expect the potential yield of Fresh Fruit Bunches ("FFB") per hectare to be good with high oil extraction rates.
Notes to editors
NBPOL is a large scale industrial producer of sustainable palm oil in Australasia, with over 40,000 hectares of planted palm oil plantations, five oil mills, a refinery and a seed production and plant breeding facility. It is quoted on the London Stock Exchange's main market under the ticker NBPO.L (commencement of dealing on 17 December 2007) and on the Port Moresby Stock Exchange in PNG.
NBPOL is fully vertically integrated, producing its own seed (which it also sells globally) and plants, cultivating and harvesting its own land and processing and refining palm oil. It also contracts directly with its end customers in the EU and arranges shipping of its products.
The palm oil market is undergoing a period of rapid change with demand from the developing and urbanising Asian economies and the new biofuel industry driving a marked increase in demand for vegetable oil products, including palm oil. The global price of palm oil has risen in response in part to this marked change in demand.
NBPOL has some of the world's highest yielding plantations of palm oil and is currently achieving yields per hectare approximately 19 per cent. above the world average due, in the Directors' opinion, to the favourable natural environment in PNG, high quality genetic material and skilled management.
NBPOL has a high level of control over its entire supply chain, from the control and development of its genetic material, through planting, harvesting, processing and finally contracting with its end customers.
NBPOL has high regard for the importance of its sustainability credentials and is active in proving its performance through its certification to ISO 14001 and its close involvement and support of the Roundtable on Sustainable Palm Oil ("RSPO") - the RSPO has over 260 members, of which 12 are non-governmental organisations (including WWF and Oxfam). NBPOL's Head of Research, Dr Simon Lord, is Vice President of the RSPO.
- ends -
This announcement does not constitute an offer to sell or the solicitation of an offer to acquire ordinary shares in the share capital of NBPOL.
Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding NBPOL's financial position, business strategy, plans and objectives of management for future operations are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of NBPOL to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. NBPOL expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this announcement to reflect any change in NBPOL's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by the Financial Services and Markets Act 2000, the Listing Rules of the UK Listing Authority or other applicable laws, regulations or rules.
No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that Earnings per Share for the current or future financial years would necessarily match or exceed the historical published Earnings per Share.
DEFINITIONS
In this document unless the context otherwise requires:
PNG Takeovers Code means the Takeovers Code 1998 having the force of law under the Securities Act;
Directors means the directors of NBPOL;
K and Kina is the lawful currency of the Independent State of Papua New Guinea;
NBPOL, the Company or the Offeror means New Britain Palm Oil Limited;
Offer means an offer referred to in the Takeover Notice and the offer document;
PNG means the Independent State of Papua New Guinea;
POMSoX means Port Moresby Stock Exchange Limited;
Ramu Share(s) means fully paid ordinary shares in the capital of Ramu on issue as at the date of the Offer and all Rights attached to them;
Ramu Shareholder(s) means holders of Ramu Shares;
Rights means all accretions, rights or benefits arising to or arising from the Ramu Shares directly or indirectly after the date of service of the Takeover Notice on Ramu (including all rights to receive dividends and to receive or subscribe for shares, stock, units, notes or options and all other distributions or entitlements declared, paid or issued by Ramu after that date);
Securities Act means the Securities Act 1997; and
Takeover Notice means the takeover notice under Rule 22(1) of the PNG Takeovers Code, served by the Offeror on Ramu and dated 16 May 2008.
An exchange rate of 0.3635 US$ / K as at 15 May 2008 (per Bloomberg) has been used for the purposes of translation in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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