12 December 2007
PRESS ANNOUNCEMENT
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED STATES
NEW BRITAIN PALM OIL LIMITED
ADMISSION TO TRADING ON THE LONDON STOCK EXCHANGE
New Britain Palm Oil Limited (“NBPOL” or the “Company”), the largest palm oil producer 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, today announces that it has applied to have its ordinary shares listed on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). In addition, Kaupthing Singer & Friedlander Capital Markets Limited ("Kaupthing Singer & Friedlander") is carrying out a fully underwritten placing with institutional investors of new and existing ordinary shares of NBPOL (the "Placing").
• Total gross proceeds under the Placing of approximately £88.9 million
• The Placing values NBPOL at approximately £362 million
• NBPOL will raise approximately £62.5 million of proceeds (gross of commissions and expenses) from the issuance of 25 million new ordinary shares in the Placing at a price of 250 pence per share
• NBPOL will use the proceeds primarily for the expansion of its facilities and infrastructure, accelerating its planting programme and for future acquisitions and general corporate purposes. The Directors believe that the Group has the ability to grow its business through the extension of its plantations and that the Group has the potential to double its entire current plantation area within seven to eight years
• Admission is expected to become effective and dealings in NBPOL's ordinary shares (under ticker "NBPO.L") are expected to commence at 08:00 (London time) on 17 December 2007
• Kaupthing Singer & Friedlander is the sole financial adviser, sponsor, underwriter and broker to the Company
Nick Thompson, NBPOL’s Chief Executive Officer, commented:
“There has been a great deal of interest from investors in New Britain Palm Oil Limited which has led to a very successful IPO and another important milestone for the Company with a London Stock Exchange listing. The London listing signifies the start of the next major phase of development of NBPOL as we target the doubling of the Company's current plantation area in seven to eight years. We will also use the proceeds to expand our milling facilities and infrastructure, accelerate the planting programme for existing plantations under development and to further improve our operating efficiencies, whilst at the same time maintaining our historic focus on sustainability.
We believe that our long trading history, scale, market position and long established relationships with our customers, mean we are very well positioned to capitalise on the positive trends we see in the palm oil market. Of particular importance for our business is our focus on sustainability as we believe high quality sustainability credentials are increasingly demanded by our EU customer base. The Directors believe that our historic and continuing focus on sustainability is beginning to differentiate our product, a trend we believe will continue and grow.
We look forward to the continuing success of New Britain Palm Oil Limited for the benefit of our shareholders, customers, employees and other stakeholders.”
Helgi Bergs of Kaupthing Singer & Friedlander, commented:
“Kaupthing is delighted with the very positive response that we have received from the successful marketing of New Britain Palm Oil Limited, especially given the difficult current markets. The successful marketing not only underlines the strengths of the management and business but also the excellent prospects for NBPOL.
New Britain Palm Oil Limited is the first company that Kaupthing has floated on London’s main market since the recent establishment of its UK equity capital markets operations. The successful marketing of the Company benefited from Kaupthing’s excellent reach and distribution across the UK, Nordic region and beyond. We look forward to working closely with the Company as it pursues its growth strategy."
Enquiries:
Fishburn Hedges (Financial PR Adviser)
James Benjamin
Morgan Bone Tel: +44 (0)20 7839 4321
Mob: +44 (0) 7747 113 930
Mob: +44 (0) 7767 622 967
Email: nbpol@fishburn-hedges.co.uk
New Britain Palm Oil Limited
Nick Thompson
Alan Chaytor Tel: +44 (0)20 7839 4321
Kaupthing Singer & Friedlander
Helgi Bergs
Nicholas How Tel: +44 (0)20 3205 5000
Overview of NBPOL
• NBPOL is a large scale industrial producer of 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. The Directors believe that the Group has the ability to grow its business through the extension of its plantations, with the potential to double its entire current plantation area within seven to eight years
• 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 Company has a 40 year history of growth and has been listed on the Port Moresby Stock Exchange ("POMSoX") since 1999
• NBPOL had audited consolidated revenue of approximately USD115.0m and USD133.8m in the financial years ended 31 December 2005 and 2006 respectively, and profits after tax of approximately USD19.1m and USD47.8m. In the six months to 30 June 2007, NBPOL had turnover of approximately USD105.5 and profits after tax of approximately USD56.7. Compared to the same period in 2006, the first six months of 2007 returned increases of approximately 56 per cent. and 271 per cent. in turnover and profit after tax respectively
• The Company’s main palm oil operations are based in Papua New Guinea ("PNG") and the Solomon Islands. NBPOL is one of the largest private sector employers in PNG and, in 2006, its revenues made up approximately 3.3% of the country's total export value (source: CIA World Factbook)
• 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, and the Directors of NBPOL believe that there is the potential for these higher prices to continue. Palm oil prices over the 12 months to mid-November 2007 have shown an approximate doubling
• NBPOL has maintained a long association with its major customers, all of which are based in the EU and contract with NBPOL in US Dollars. Due to a long standing treaty between the EU and the African, Caribbean and Pacific group of states (including Papua New Guinea), sales of palm oil products to the EU benefit from certain import duty exemptions, allowing the Company an effective premium on its regular prices to customers in the EU
• NBPOL is managed by a stable management team headed by three UK executive directors. The CEO is 47 and has been with the Company for 23 years
• NBPOL estimates its average cost of production in the financial year ended 31 December 2006 was approximately USD262/tonne of CPO. The spot price for crude palm oil as at 10 December 2007 was $930/tonne based on the CPO market price CIF Rotterdam (source: Reuters)
• 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 around 160 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
• There are significant barriers for would be competitors to enter palm oil production, not least the long lead-in time required to set up new projects – new palm oil supply takes 3-4 years from field planting to commercial harvesting
• Palm oil is a vegetable oil found in a large cross section of consumer foods and chemical products including: processed foods, cooking oils, cosmetics and a variety of chemicals. However, a new market for palm oil has accelerated since 2002, known as the 'biofuel' sector. NBPOL believes that this sector is being driven by governments seeking alternative fuel sources, and burning vegetable oil as fuel is one such form of alternative (non-fossil fuel) energy
-ends-
This announcement which has been prepared by, and is the sole responsibility of, the Directors of New Britain Palm Oil Limited, has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Kaupthing Singer & Friedlander Capital Markets Limited.
This announcement does not constitute a prospectus relating to New Britain Palm Oil Limited and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in New Britain Palm Oil Limited in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor.
Recipients of this announcement who are considering acquiring ordinary shares in New Britain Palm Oil Limited are reminded that any such acquisition must be made only on the basis of the information contained in the prospectus published by New Britain Palm Oil Limited on 11 December 2007 in connection with the admission of its ordinary shares to the Official List of the Financial Services Authority and to trading on the London Stock Exchange plc's main market for listed securities (the “Prospectus”) which may be different from the information contained in this announcement.
The Prospectus has been filed with the Financial Services Authority (“FSA”). This document will be available for inspection at the FSA's Document Viewing Facility which is situated at
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E15 5HS
and will be available, free of charge, during normal business hours from the Company's registered office and from the offices of Kaupthing Singer & Friedlander Capital Markets Limited at One Hanover Street, London W1S 1AX and Travers Smith, 10 Snow Hill, London EC1A 2AL until 25 December 2007.
Kaupthing Singer & Friedlander Capital Markets Limited , which is authorised and regulated in the United Kingdom by the Financial Services Authority and is a member of the London Stock Exchange, is acting exclusively for the Company as financial adviser, sponsor and broker and no-one else in connection with the Placing and proposed UK Admission. Kaupthing Singer & Friedlander Capital Markets Limited will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Kaupthing Singer & Friedlander Capital Markets Limited nor for providing advice in relation to the transactions or arrangements referred to in this announcement.
Pacific Nominees Limited is acting exclusively for the Company and no-one else in connection with the proposed POMSoX Admission. Pacific Nominees will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Pacific Nominees Limited nor for providing advice in relation to the transactions or arrangements referred to in this announcement.
The ordinary shares in the capital of NBPOL ("Ordinary Shares") have not been, and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act') or under the securities legislation of any state of the United States or under applicable laws of any of Canada, Australia, Malaysia, the Republic of South Africa or Japan, and, subject to certain exceptions, may not be offered or sold in the United States or to or for the benefit of US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of any of Canada, Australia, Malaysia, the Republic of South Africa or Japan.
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 and Kaupthing Singer & Friedlander expressly disclaim 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.
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