RNS Number : 1664V
New Britain Palm Oil Limited
09 January 2012
9 January 2012
New Britain Palm Oil Limited
("NBPOL", the "Group" or the "Company")
NOTICE OF GENERAL MEETING
PROPOSED AUTHORITY FOR A NON PRE-EMPTIVE ISSUANCE OF UP TO FIVE PER CENT. OF THE COMPANY'S CURRENT ISSUED SHARE CAPITAL
INTENTION TO ACQUIRE REMAINING MINORITY SHAREHOLDINGS IN KPOL
The Board of New Britain Palm Oil Limited (LSE: NBPO.L), one of the world's largest fully integrated producers of sustainable palm oil, announces its intention to seek authority from the Company's shareholders to disapply pre-emption rights for a potential new issue of shares of up to a maximum of five per cent. of the current issued share capital of the Company (the "Proposed Authority"). Pursuant to the Papua New Guinea ("PNG") Companies Act and the Company's constitution, obtaining the Proposed Authority is subject to approval being received from not less than 75 per cent. of the Company's shareholders who vote at a general meeting of the Company ("GM"), in person or by proxy.
Details of the Proposed Authority, including the reasons for seeking it and the procedure for voting, are contained in a circular (the "Circular"), which will be posted to Shareholders (and holders of depositary interests representing Shares) of the Company later today, 9 January 2012. The Circular will shortly be available on the Company's website at www.nbpol.com.pg. A copy of the Circular has also been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do.
The Circular also contains a Notice of a General Meeting of shareholders to approve the Proposed Authority, to be held on 30 January 2012 at 10 a.m. (GMT) at the offices of Taylor Wessing LLP at 5 New Street Square, London, EC4A 3TW, UK.
Further details of the Proposed Authority are set out below. All capitalised terms are as defined in the Circular.
REASONS FOR SEEKING THE AUTHORITY
On 30 April 2010, the Company announced the completion of its acquisition of 80 per cent. of the shares in CTP (PNG) Limited (now renamed Kula Palm Oil Limited ("KPOL")). KPOL in turn holds 81.3 per cent. of Poliamba Limited ("POLL"). The remaining 20 per cent. holding in KPOL, and 18.7 per cent. in POLL (the "Minority Interests") are held by the Independent Public Business Corporation of Papua New Guinea ("IPBC"), and the New Ireland Development Corporation ("NIDC"), respectively. IPBC is an independent entity which holds the majority of PNG state-owned commercial assets in trust, and manages those assets on behalf of the people of PNG. NIDC supports regional developmental activities in the New Ireland Province of PNG and holds investments for the benefit of the New Ireland Provincial Government of PNG.
The Company is in advanced negotiations with the holders of the Minority Interests and expects to enter into agreements in the near future to acquire the Minority Interests in exchange for the issue of new shares in the Company (the "Acquisitions").
The Directors of NBPOL do not have authority from shareholders to issue any further shares in the Company and are therefore taking this opportunity to put in place the authority to issue up to a maximum of 7,250,000 new shares in the Company on a non pre-emptive basis, for cash or otherwise, representing up to a maximum of five per cent. of the current issued share capital of the Company.
The Proposed Authority would expire at the next annual general meeting of the Company, at which shareholders will be asked to consent to a replacement authority taking effect, subject to limits imposed by applicable law and regulation and in accordance with applicable investor protection guidelines.
The Board expects that the consideration for each of the minority interests to be acquired will be at an equivalent valuation to that announced in April 2010, pro-rated accordingly, and will be satisfied by the issue of new shares in the Company.
The acquisition of the Minority Interests would give NBPOL full ownership of KPOL and its subsidiaries for an equivalent valuation as paid by the Company for 80 per cent. of KPOL in April 2010.
From the perspective of the sellers of the Minority Interests, the entities would enjoy the benefits of holding liquid publicly traded NBPOL shares as opposed to shares in a private company.
In addition, the Directors also intend to issue some or all of the new shares in the Company authorised pursuant to the Proposed Authority, which are not issued to effect the Acquisitions, to New Britain Nominees Limited, a wholly owned subsidiary of the Company. These shares would be issued for cash consideration and would be held in trust for the purposes of transfer to PNG landowners as part consideration for both imminent and future acquisitions of land (or interests in land) by the Company. This represents the continuation of a long term established process of land acquisition by the Company.
The Company has received an irrevocable undertaking to vote in favour of the resolution to be proposed at the GM (the "Resolution") from its controlling shareholder Kulim (Malaysia) Berhad ("Kulim") in respect of the 73,482,619 shares in the Company held by Kulim which represent approximately 50.68 per cent. of the current issued share capital of the Company.
At the GM the following resolution will be proposed as a special resolution:
RESOLVED that, for the purposes of clause 2.3 (Pre-emptive rights on issue) of the constitution of the Company, Section 45 (Pre-emptive rights) of the Companies Act 1997 of Papua New Guinea does not apply to issues of new shares in the capital of the Company:
(i) as consideration for the acquisition of shares in Kula Palm Oil Limited or Poliamba Limited (being subsidiaries of the Company which are not wholly owned); or
(ii) for cash consideration,
(iii) the aggregate number of new shares issued pursuant to this resolution does not exceed five per cent. of the number of issued shares in the capital of the Company at the date of this resolution; and
(iv) no new shares are issued pursuant to this resolution after the close of the next annual general meeting of shareholders of the Company.
The NBPOL Directors consider the Proposed Authority and the passing of the Resolution to be in the best interests of the Company and all existing shareholders in the Company and accordingly unanimously recommend that shareholders vote in favour of the Resolution, as the NBPOL Directors intend to do in respect of their own beneficial holdings of shares, which in aggregate will amount to approximately 5.13 per cent. of the existing issued share capital of the Company immediately prior to the GM.
ACTION TO BE TAKEN
Shareholders will find enclosed with the Circular, a Form of Proxy for use at the GM. Whether or not you intend to be present at the GM, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible and in any case so as to be received by the Company's PNG Registrar, PNG Registries Limited at: Level 2, AON Haus, PO Box 1265, Port Moresby, Papua New Guinea, no later than 10.00 a.m. PNG Time on 27 January 2012. The return of a Form of Proxy will not prevent you from attending the meeting and voting in person if you wish.
Holders of Depositary Interests in CREST will find a Form of Direction enclosed with the Circular. You are requested to complete the Form of Direction in accordance with the instructions printed on it and return it as soon as possible and, in any case, so as to be received by the Company's UK Transfer Agent, Capita Registrars at: The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom, no later than 10.00 a.m. (GMT) on 26 January 2012.
New Britain Palm Oil Limited Tel: +44(0)20 7074 1800
Kreab Gavin Anderson (PR Adviser) Tel: +44(0)20 7074 1800
James Benjamin Email: email@example.com
Akur Partners LLP (Financial Adviser) Tel: +44(0)20 7499 3104
Liberum Capital Tel: +44(0)20 3100 2000
Deutsche Bank AG Tel: +44(0)20 7545 8000
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 75,000 hectares of planted oil palm estates, a further 5,000 hectares under preparation for oil palm, over 8,000 hectares of sugar cane and a further 9,500 hectares of grazing pasture (some of which will be converted to oil palm in due course); eleven oil mills; two refineries, one in PNG, and one in Liverpool, UK; and a seed production and plant breeding facility. The Company is quoted 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 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 Company is a certified supplier of sustainable palm oil from the entire production base in West New Britain Province in PNG, at RAIL in PNG, and from its entire Solomon Islands estate, under the RSPO guidelines.
In September 2011, the World Economic Forum ("WEF") identified New Britain Palm Oil Limited as one of 16 out of a study of 1,000 companies from across the developing world that are best showing how to grow profits at the same time as actively tackling environmental and social challenges. Describing NBPOL, the WEF report says that "the company has developed new ways to engage small farmers, who provide one-third of the company's supply. These close ties have not only helped to reduce poverty, but also enabled the company to develop one of the world's first fully traceable palm oil supply chains."
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