RNS Number:0154S
Pokphand (C.P.) Co Ltd
13 November 2003


The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.


                            C.P. POKPHAND CO. LTD.
                (Incorporated in Bermuda with limited liability)

                     CONNECTED AND DISCLOSEABLE TRANSACTION
                                       
                             DISPOSAL OF SHARES IN

              C.P. STANDART GIDA SANAYI VE TICARET ANONIM SIRKETI


The board of Directors of the Company announces that on 12th November, 2003,
CPD, CPF Investment and the Company entered into the Share Purchase and Sale
Agreement whereby CPD agreed to dispose of an approximate 84.49% shareholding in
CP Standart to CPF Investment, representing the Group's entire shareholding
interests in CP Standart, for an aggregate consideration of US$22,000,000
(approximately HK$171,600,000).

As at the date of this announcement, nine Directors of the Company together own
aggregate shareholding interests of 57.51% in CPG. CPG and its associates own an
approximate 49.26% shareholding interest in CP Foods. CP Foods is a company
listed on the Stock Exchange of Thailand and CPF Investment is a wholly-owned
subsidiary of CP Foods. Because of the 57.51% aggregate shareholding interests
of the nine Directors in CPG and CPG's shareholding interests in CP Foods, CPF
Investment is an associate of the nine Directors and is accordingly a connected
person of the Company for the purposes of the Listing Rules. The balance of an
approximate 15.51% shareholding in CP Standart is beneficially owned by a
company in which eight Directors hold an aggregate 65.27% shareholding, and is
accordingly a connected person of the Company for the purposes of the Listing
Rules. Accordingly, the Disposal constitutes a connected transaction of the
Company and requires approval by the Independent Shareholders at a Special
General Meeting of the Company under Rule 14.26 of the Listing Rules. The
Disposal also constitutes a discloseable transaction of the Company under Rule
14.12 of the Listing Rules.

A circular containing particulars of the Share Purchase and Sale Agreement, a
letter from the Independent Board Committee to the Independent Shareholders, an
opinion of the independent financial adviser, together with a notice to convene
the Special General Meeting to approve the Share Purchase and Sale Agreement and
the transactions contemplated thereunder, will be issued to the Shareholders as
soon as practicable.


A.DISPOSAL

SHARE PURCHASE AND SALE AGREEMENT DATED 12TH NOVEMBER, 2003

Parties

(1)CPD (as seller)
(2)CPF Investment (as purchaser)
(3)the Company (as immediate parent of the seller)

Assets to be disposed of

CPD has agreed to dispose of approximately 84.49% of the total issued shares in
CP Standart to CPF Investment, representing the Group's entire shareholding
interests in CP Standart. Closing of the Disposal shall be effected in two
separate stages. On the First Closing Date, CPD shall dispose of approximately
83.27% of the total issued shares in CP Standart to CPF Investment. On the
Second Closing Date, CPD shall dispose of its remaining 1.22% shareholding in CP
Standart to CPF Investment.


CP Standart

CP Standart is a company registered in Turkey under the Turkish Commercial Code
on 21st April, 1988, and is engaged in the production and trade of packaged
chicken, chicken breeding, the wholesale trading of poultry and the manufacture
and trading of various animal feeds.

Based on its audited accounts prepared in accordance with the Turkish Commercial
Code, tax legislation and the Uniform Chart of Accounts issued by the Ministry
of Finance of Turkey, the audited net profit of CP Standart before and after
taxation, extraordinary items and minority interests for the two years ended
31st December, 2001 and 2002, and its net tangible assets as at 31st December,
2001 and 2002, are set out below:


                                          As at                    As at
                                   31st December, 2001      31st December, 2002

                                     US$'000       HK$'000    US$'000    HK$'000

Profit Before tax                      2,852        22,246     11,557     90,145
After tax                              2,939        22,924      8,986     70,090

Net tangible assets                   11,323        88,319     20,283    158,207
Net assets                            12,234        95,425     21,464    167,419


Note:The 2001 and 2002 figures relating to the audited net profit and net
tangible assets of CP Standart stated above have been converted from Turkish
Lira into US Dollars based on the exchange rates as at 31st December, 2001 and
31st December, 2002, respectively.

Conditions precedent

Completion is conditional upon, among other things, the following conditions
being fulfilled:

(1)approval being obtained from the Independent Shareholders approving
the Share Purchase and Sale Agreement and the transactions contemplated
thereunder; and

(2)authorizations being obtained from the co-ordinator and security
agent on behalf of certain financial creditors of the Group approving the
Disposal.

If such conditions precedent are not satisfied or waived on or before 31st
January, 2004 (or such later date as may be agreed by the parties), the parties
may in their sole discretion, terminate the Share Purchase and Sale Agreement in
accordance with the terms contained therein.

Consideration

Subject to the satisfaction or waiver of the conditions precedent as set out in
the Share Purchase and Sale Agreement, CPF Investment shall in aggregate pay
US$22,000,000 (approximately HK$171,600,000) to the Company for the Sale Shares,
subject to any applicable withholding tax required by applicable laws. In line
with the two-stage closing mechanism, CPF Investment shall pay to the Company
US$21,681,900 (approximately HK$169,118,820) on the First Closing Date and
US$318,100 (approximately HK$2,481,180) on the Second Closing Date. The
consideration of the Disposal represents a premium of approximately 21.31% over
the net assets of CP Standart as at 31st December, 2002 attributable to the Sale
Shares.

The total consideration payable by CPF Investment in respect of the Disposal was
determined following commercial negotiations between the Company and CPF
Investment after taking into account the financial performance and net tangible
asset value of CP Standart in the financial years of 2001 and 2002.

B.REASONS FOR THE DISPOSAL

The Group is principally engaged in the trading of agricultural products,
feedmill and poultry operations, the production and sale of motorcycles and
accessories for automotives and property and investment holding.

As previously disclosed in the announcements issued by the Company in connection
with the Group's debt restructuring arrangements, the Group is required to make
scheduled distributions to its creditors to reduce its indebtedness and such
distributions are to be funded by various means including cashflows from
operations and proceeds from asset disposals. The Disposal will form part of the
overall asset disposal program contemplated under the Group's debt
restructuring arrangements. In addition, the Group has been focusing on its
agri-business in the PRC. As such, the Directors are of the view that the
business operations of CP Standart in Turkey falls outside the current and
future business focus of the Group.

The net proceeds of the Disposal is approximately US$21.8 million (approximately
HK$170 million) will be used for reducing the Group's debts. The total debt of
the Group as at 30th June, 2003 was approximately US$235.64 million.

C.CONNECTED AND DISCLOSEABLE TRANSACTION

The Share Purchase and Sale Agreement constitutes a connected and discloseable
transaction for the Company under the Listing Rules.

As at the date of this announcement, nine Directors of the Company together own
aggregate shareholding interests of 57.51% in CPG. CPG and its associates own an
approximate 49.26% shareholding interest in CP Foods. CP Foods is a company
listed on the Stock Exchange of Thailand and CPF Investment is a wholly-owned
subsidiary of CP Foods. Because of the 57.51% aggregate shareholding interests
of the nine Directors in CPG and CPG's shareholding interests in CP Foods, CPF
Investment is an associate of the nine Directors and is accordingly a connected
person of the Company for the purposes of the Listing Rules. The balance of an
approximate 15.51% shareholding in CP Standart is beneficially owned by a
company in which eight Directors hold an aggregate 65.27% shareholding, and is
accordingly a connected person of the Company for the purposes of the Listing
Rules. Accordingly, the Disposal constitutes a connected transaction of the
Company and requires approval by the Independent Shareholders at a Special
General Meeting of the Company under Rule 14.26 of the Listing Rules. The
Disposal also constitutes a discloseable transaction under Rule 14.12 of the
Listing Rules.

As at the date hereof, of the nine Directors, Mr. Jaran Chiaravanont is
beneficially interested in 843,750 shares of the Company, representing
approximately 0.04% of the issued share capital of the Company. Mr. Dhanin
Chearavanont and Mr. Sumet Jiaravanon are deemed, for the purposes of the
Securities and Futures Ordinance, to be interested in the same 1,066,662,834
shares of the Company, representing 49.42% of the issued share capital of the
Company.

In view of the nine Directors' interests in the Disposal, each of the nine
Directors and their associates will abstain from voting in relation to the
resolution to be proposed at the Special General Meeting for the approval of the
Share Purchase and Sale Agreement. The Independent Board Committee will be
appointed to advise the Independent Shareholders as to whether the terms of the
Share Purchase and Sale Agreement are in the interests of the Company and are
fair and reasonable so far as the Independent Shareholders are concerned. An
independent financial adviser will be appointed to advise the Independent Board
Committee regarding the Share Purchase and Sale Agreement.


D.GENERAL

A circular containing details of the Share Purchase and Sale Agreement, a letter
from the Independent Board Committee to the Independent Shareholders, an opinion
of the independent financial adviser to the Independent Board Committee,
together with a notice to convene the Special General Meeting to approve the
Share Purchase and Sale Agreement and the transactions contemplated thereunder
will be issued to the Shareholders as soon as possible.


Definitions
"associate(s)"   has the meaning ascribed to it under the Listing Rules

"Business Day"   a day (other than a Saturday and Sunday) on which banks are
                 open for business in Thailand and Hong Kong

"Company"        C.P. Pokphand Co. Ltd., an exempted company incorporated in
                 Bermuda with limited liability whose shares are listed on the
                 main board of the Hong Kong Stock Exchange and the London Stock
                 Exchange Limited

"CPD"            Charoen Pokphand Development (Turkey) Limited, a company
                 incorporated in the British Virgin Islands with limited
                 liability and which is a direct wholly-owned subsidiary of the
                 Company

"CP Foods"       Charoen Pokphand Foods Public Company Limited, a company
                 incorporated in Thailand the shares of which are listed on the
                 Stock Exchange of Thailand

"CPF             CPF Investment Limited, a company incorporated in the British
Investment"      Virgin Islands and which is a wholly-owned subsidiary of CP
                 Foods

"CPG"            Charoen Pokphand Group Co., Ltd., a company incorporated in
                 Thailand

"CP Standart"    C.P. Standart Gida Sanayi ve Ticaret Anonim Sirketi, a joint
                 stock company registered in the Republic of Turkey in which the
                 Company indirectly through CPD holds an approximate 84.49%
                 shareholding

"Directors"      the Directors of the Company

"Disposal"       the disposal by CPD to CPF Investment of an approximate 84.49%
                 shareholding in CP Standart pursuant to the terms of the Share
                 Purchase and Sale Agreement

"First Closing   shall be 29th January, 2004, unless the parties to the Share
Date"            Purchase and Sale Agreement otherwise agree, but shall be no
                 later than 60 Business Days following the mutual notification
                 of the satisfaction of all of the conditions precedent
                 contained in the Share Purchase and Sale Agreement by the
                 parties thereto

"Group"          the Company and its subsidiaries

"Hong Kong"      the Hong Kong Special Administrative Region of the People's
                 Republic of China

"Hong Kong       the Stock Exchange of Hong Kong Limited
Stock
Exchange"  

"Independent     an independent committee of the Board comprising the
Board            Independent Directors
Committee"        

"Independent     the holders of Shares other than the nine Directors and their
Shareholders"    respective associates


"Listing         the Rules Governing the Listing of Securities on the Hong Kong
Rules"           Stock Exchange

"nine            Mr. Jaran Chiaravanont, Mr. Montri Jiaravanont, Mr. Dhanin
Directors"       Chearavanont, Mr. Sumet Jiaravanon, Mr. Prasert Poongkumarn,
                 Mr. Min Tieanworn, Mr. Thirayut Phitya-Isarakul, Mr. Thanakorn
                 Seriburi and Mr. Veeravat Kanchanadul

"PRC"            the People's Republic of China

"Sale Shares"    16,898,568,000 shares in CP Standart, representing
                 approximately 84.49% of the total issued shares in CP Standart

"Second Closing  shall be 1st May, 2004 and in any event no later than 30th
Date"            June, 2004
 

"Shareholders"   shareholders of the Company

"Share Purchase  the Share Purchase and Sale Agreement entered into between CPD,
and Sale         CPF Investment and the Company dated 12th November, 2003
Agreement"       relating to the Disposal


"Special         the special general meeting to be convened by the Company at
General          which a resolution for the approval of the Share Purchase and
Meeting"         Sale Agreement will be proposed
  

"HK$"            Hong Kong dollars, the lawful currency of Hong Kong

"US$"            United States dollars, the lawful currency of the United States

"%"              per cent.


                             By Order of the Board
                              Dhanin Chearavanont
                      Chairman and Chief Executive Officer

Hong Kong, 12th November, 2003

Note:For the purpose of this announcement, the following exchange rate has
been used for conversion into Hong Kong dollars for indication only: US$1 =
HK$7.80.



                      This information is provided by RNS
            The company news service from the London Stock Exchange

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