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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Pokphand(HK)Reg | LSE:PKPH | London | Ordinary Share | BMG715071004 | US$0.05(HONG KONG REGD) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.00 | - |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:7920S
Pokphand (C.P.) Co Ltd
03 December 2003
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular, you should consult a
stockbroker or other registered dealer in securities, bank manager, solicitor,
professional accountant or other professional adviser.
If you have sold or transferred all your securities of C.P. Pokphand Co. Ltd.,
you should at once hand this circular to the purchaser or transferee or to the
bank, stockbroker or other agent through whom the sale or transfer was effected
for transmission to the purchaser or transferee.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this circular, 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 circular.
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
Independent Financial Adviser to the Independent Board Committee
Kingsway Capital Limited
A letter from the Independent Board Committee is set out on page 10 of this
circular. A letter from Kingsway Capital Limited containing its advice to the
Independent Board Committee is set out on pages 11 to 16 of this circular.
A notice convening a Special General Meeting of C.P. Pokphand Co. Ltd. to be
held at 21st Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong on
Thursday, 18th December, 2003 at 9:30 a.m. is set out on page 23 of this
circular.
Whether or not you are able to attend the Special General Meeting, you are
requested to complete and return the form of proxy in accordance with the
instructions printed thereon as soon as possible and in any event not later than
48 hours before the time appointed for the holding of such meeting or any
adjournment thereof. Completion and return of the form of proxy will not
preclude you from attending and voting at the Special General Meeting or any
adjournment thereof should you so wish.
3rd December, 2003
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 4
Disposal 5
Reasons for the Disposal 7
Connected and Discloseable Transaction 7
Special General Meeting 9
Recommendation 9
Further Information 9
Letter from the Independent Board Committee 10
Letter from Kingsway 11
Appendix - General Information 17
Notice of Special General Meeting 23
DEFINITIONS
In this circular, unless the context otherwise requires, the following
expressions have the following meanings:
"associate(s)" has the meaning ascribed to it under the Listing Rules
"Board" the board of Directors
"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 Investment" CPF Investment Limited, a company incorporated in the British
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
"Existing Scheme" the existing share option scheme adopted pursuant to an
ordinary resolution of the Company passed on 26th November, 2002
"First Closing Date" shall be 29th January, 2004, unless the parties to the
Share 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 PRC
"Hong Kong Stock Exchange" the Stock Exchange of Hong Kong Limited
"Independent Board Committee" an independent committee of the Board of the
Company comprising Mr. Budiman Elkana and Mr. Cheung Koon Yuet, Peter
"Independent Shareholders" the holders of Shares other than the nine Directors
and their respective associates
"Kingsway" Kingsway Capital Limited, a deemed licensed corporation for types 4,
6 and 9 regulated activities as set out in Schedule 5 of the SFO, appointed as
independent financial adviser to the Independent Board Committee in relation to
the Share Purchase and Sale Agreement
"Latest Practicable Date" 1st December, 2003, being the latest practicable date
prior to the printing of this circular for ascertaining certain information
which is contained in this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong
Stock Exchange
"nine Directors" Mr. Jaran Chiaravanont, Mr. Montri Jiaravanont, Mr. Dhanin
Chearavanont, Mr. Sumet Jiaravanon, Mr. Prasert Poongkumarn, Mr. Min Tieanworn,
Mr. Thirayut Phitya-Isarakul, Mr. Thanakorn Seriburi and Mr. Veeravat
Kanchanadul
"Old Scheme" the share option scheme of the Company adopted on 10th April, 1992
and which has expired on 9th April, 2002
"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 Date" shall be 1st May, 2004 and in any event no later than 30th
June, 2004
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Shareholders" shareholders of the Company
"Share Purchase and Sale Agreement" the share purchase and sale agreement
entered into between CPD, CPF Investment and the Company dated 12th November,
2003 relating to the Disposal
"Special General Meeting" the special general meeting of the Company to be held
to consider and, if thought fit, approve the Share Purchase and Sale Agreement
and the transactions contemplated thereunder
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"US$" United States dollars, the lawful currency of the United States
"%" per cent.
Note: Except otherwise stated in this circular, the following exchange rate has
been used for conversion into Hong Kong dollars for indication only: US$1 =
HK$7.80.
LETTER FROM THE BOARD
C.P. POKPHAND CO. LTD.
(Incorporated in Bermuda with limited liability)
Directors: Registered Office:
Mr. Jaran Chiaravanont Canon's Court
Mr. Montri Jiaravanont 22 Victoria Street
Mr. Dhanin Chearavanont Hamilton HM12
Mr. Sumet Jiaravanon Bermuda
Mr. Prasert Poongkumarn
Mr. Min Tieanworn Principal Place of Business:
Mr. Thirayut Phitya-Isarakul 21st Floor
Mr. Thanakorn Seriburi Far East Finance Centre
Mr. Veeravat Kanchanadul 16 Harcourt Road
Mr. Budiman Elkana* Hong Kong
Mr. Cheung Koon Yuet, Peter*
* Independent non-executive directors
3rd December, 2003
To the shareholders of the Company
Dear Sirs,
CONNECTED AND DISCLOSEABLE TRANSACTION
DISPOSAL OF SHARES IN
C.P. STANDART GIDA SANAYI VE TICARET ANONIM SIRKETI
INTRODUCTION
It was announced on 13th November, 2003 that CPD, CPF Investment and the Company
entered into the Share Purchase and Sale Agreement on 12th November, 2003 for
the disposal of 84.49% of the total issued shares in CP Standart, representing
the Group's entire shareholding interests in CP Standart, for a consideration
of US$22,000,000 (approximately HK$171,600,000).
The Disposal constitutes a connected and discloseable transaction of the Company
under the Listing Rules.
The purpose of this circular is to provide you with information regarding the
Disposal, to set out the advice from Kingsway to the Independent Board Committee
and the recommendation of the Independent Board Committee in respect of the
Disposal and to give notice to the Independent Shareholders to convene the
Special General Meeting to consider and, if thought fit, to approve the
Disposal.
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 holding company 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, 2002 31st December, 2001
US$000 US$000 US$000 US$000
Profit
Before taxation,
extraordinary items
and minority 11,557 90,145 2,852 22,246
interests
After taxation,
extraordinary items
and minority 8,986 70,090 2,939 22,924
interests
Net tangible assets 20,283 158,207 11,323 88,319
Net assets 21,464 167,419 12,234 95,425
Note: The 2001 and 2002 figures relating to the audited net profit, net tangible
assets and net 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 (i) a premium of approximately 21.31%
over the net assets of CP Standart as at 31st December, 2002 after deduction of
minority interests; and (ii) a premium of approximately 2.5% over the net assets
of CP Standart as at 31st December, 2002 without such deduction.
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.
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.
Effect of the Disposal
The net proceeds of the Disposal is approximately US$21.8 million (approximately
HK$170.0 million) will be used for reducing the Group's debts. The total debt
of the Group as at 30th June, 2003 was approximately US$235.6 million
(approximately HK$1,837.7 million). The Directors noted that following the
Disposal, the total debt of the Group is expected to be reduced by approximately
US$21.8 million (approximately HK$170.0 million).
As at 31st December, 2002, CP Standart had audited net assets of approximately
US$21.5 million (approximately HK$167.7 million), of which approximately US$18.1
million (approximately HK$141.2 million) is attributable to the Sale Shares.
Assuming the net asset value of CP Standart remains unchanged from 31st
December, 2002 up to completion of the Disposal and on the basis that the net
proceeds from the Disposal will be US$21.8 million (approximately HK$170.0
million), the Directors estimate that a capital gain of approximately US$3.7
million (approximately HK$28.9 million) will arise from the Disposal.
CONNECTED AND DISCLOSEABLE TRANSACTION
The Disposal constitutes a connected and discloseable transaction for the
Company under the Listing Rules.
As at the Latest Practicable Date, 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 (nine Directors except Mr. Veeravat
Kanchanadul) 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 Latest Practicable Date, 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 SFO, 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.
The chart below shows the relationship between the parties to the Share Purchase
and Sale Agreement and their respective associates prior to the completion of
the Disposal:
Note: indirect interests are indicated by dotted lines
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.
SPECIAL GENERAL MEETING
Set out on page 23 is a notice convening the Special General Meeting to be held
at 21st Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong on Thursday,
18th December, 2003 at 9:30 a.m. at which relevant resolution will be proposed
to approve the Disposal.
A form of proxy for use at the Special General Meeting is enclosed. Whether or
not you are able to attend the meeting in person, you are requested to complete
and return the form of proxy in accordance with the instructions printed thereon
to the branch share registrars of the Company in Hong Kong, Computershare Hong
Kong Investor Services Limited at 17th Floor, Hopewell Centre, 183 Queen's Road
East, Hong Kong as soon as possible but in any event not later than 48 hours
before the time appointed for the holding of the Special General Meeting or any
adjournment thereof. Completion and return of the form of proxy will not
preclude you from attending and voting at the Special General Meeting or any
adjournment thereof should you so wish.
RECOMMENDATION
The Independent Board Committee has been established to consider whether the
terms of the Disposal are fair and reasonable so far as the Independent
Shareholders are concerned and Kingsway has been appointed to advise the
Independent Board Committee in that connection.
The text of the letter from Kingsway containing its advice to the Independent
Board Committee is set out on pages 11 to 16 of this circular and the text of
the letter from the Independent Board Committee is set out on page 10.
The Independent Board Committee, having taken into account the opinion of
Kingsway, considers the terms of the Disposal to be fair and reasonable so far
as the Independent Shareholders are concerned and accordingly, recommends the
Independent Shareholders to vote in favour of the ordinary resolution to be
proposed at the Special General Meeting.
FURTHER INFORMATION
Your attention is drawn to the information set out in the appendix of this
circular.
Yours faithfully,
By Order of the Board
Dhanin Chearavanont
Chairman and Chief Executive Officer
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
C.P. POKPHAND CO. LTD.
(Incorporated in Bermuda with limited liability)
3rd December, 2003
To the shareholders of the Company
Dear Sirs,
CONNECTED AND DISCLOSEABLE TRANSACTION
DISPOSAL OF SHARES IN
C.P. STANDART GIDA SANAYI VE TICARET ANONIM SIRKETI
We refer to the circular dated 3rd December, 2003 issued to the Shareholders
(the "Circular") of which this letter forms part. Capitalized terms used herein
shall have the same meanings as defined in the Circular unless the context
otherwise requires.
As independent non-executive Directors who are independent of the parties to the
Share Purchase and Sale Agreement and not having any interest in the transaction
contemplated under the Share Purchase and Sale Agreement, we have been appointed
by the Board to advise you as to whether, in our opinion, the terms and
conditions of the Share Purchase and Sale Agreement are fair and reasonable so
far as the Shareholders as a whole are concerned.
Kingsway has been appointed by the Company as the independent financial adviser
to advise us regarding the fairness and reasonableness of the terms and
conditions of the Share Purchase and Sale Agreement. Details of its advice,
together with the principal factors and reasons taken into consideration in
arriving at such opinion, are set out on pages 11 to 16 of the Circular. Your
attention is also drawn to the letter from the Board set out on pages 4 to 9 of
the Circular and the additional information set out in the appendix to the
Circular.
Having taken into account the opinion of and the principal factors and reasons
considered by Kingsway as stated in its letter of advice, we consider that the
terms and conditions of the Share Purchase and Sale Agreement are fair and
reasonable so far as the Independent Shareholders are concerned and are in the
interest of the Company and its Shareholders. We therefore recommend the
Independent Shareholders to vote in favour of the resolution in relation to the
Share Purchase and Sale Agreement to be proposed at the Special General Meeting.
Yours faithfully,
For and on behalf of the Independent Board Committee
Budiman Elkana
Cheung Koon Yuet, Peter
LETTER FROM KINGSWAY
The following is the full text of the letter of advice to the Independent Board
Committee from Kingsway dated 3rd December, 2003 prepared for incorporation in
this circular.
Kingsway Capital Limited
3rd December, 2003
To the Independent Board Committee of
C.P. Pokphand Co. Ltd
CONNECTED AND DISCLOSEABLE TRANSACTION
We refer to our engagement as the independent financial adviser to advise the
Independent Board Committee in respect of the Share Purchase and Sale Agreement,
details of which are set out in the circular dated 3rd December, 2003 (the
"Circular") of which this letter forms part. Terms used in this letter shall
have the same meanings as defined in the Circular unless the context requires
otherwise.
As at the Latest Practicable Date, nine Directors together owned an
approximately 57.51% shareholding interest in CPG. As at the same date, CPG and
its associates owned an approximately 49.26% shareholding interest in CP Foods
which in turn owned the entire equity interest of CPF Investment. Accordingly,
CPF Investment is an associate of the nine Directors and is a connected person
of the Company for the purpose of the Listing Rules. The Disposal therefore
constitutes a connected transaction of the Company under Chapter 14 of the
Listing Rules and is subject to the approval of the Independent Shareholders at
the Special General Meeting at which the nine Directors and their associates
will abstain from voting.
In formulating our opinion, we have relied on the Directors to ensure that the
information and facts supplied to us by the Company are true, accurate and
complete. We have also relied on the information contained in the Circular and
have assumed that the statements made were true, accurate and complete at the
time they were made and continue to be true on the date of the Circular. We have
also assumed that all statements of belief, opinion and intention made by the
Directors in the Circular were reasonably made after due enquiry. We consider
that we have reviewed sufficient information to reach an informed view and have
no reason to doubt the truth, accuracy and completeness of the information and
representations provided to us by the Directors. We have been advised by the
Directors that no material facts have been withheld or omitted from the
information provided and referred to in the Circular. We have not, however,
carried out any independent verification of the information provided by the
Company and the Directors, nor have we conducted any independent investigation
into the affairs of the Group.
PRINCIPAL FACTORS AND REASONS CONSIDERED
In arriving at our opinion, we have taken into consideration the following
factors and reasons:
1. Reasons for the Disposal and use of proceeds
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. CP Standart is
a company registered in Turkey 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.
As stated in the Letter from the Board as contained in the Circular ("Letter
from the Board") and 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. As disclosed in the
Company's 2002 annual report, in order to reduce the overall level of
indebtedness, the Group has implemented an asset disposal program which has been
ongoing since 1998, and the Group will continue to execute its asset disposal
program with a view to generating cash proceeds to further reduce its
indebtedness. The Disposal will form part of the aforesaid 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
Directors further consider that the business operations of CP Standart in Turkey
are subject to relatively high geopolitical and economic risks such as
fluctuations of the exchange rate between the Turkish Lira and the US dollar
which can bring about unexpected adverse impact on the Group's operating
result, and their geographical location from Hong Kong and political instability
make it difficult for the Company's management to exercise planning and
control.
It is noted that as at 30th June, 2003, the Group's unaudited outstanding
borrowings subject to the debt restructuring arrangements amounted to about
US$235.6 million (approximately HK$1,837.7 million) (the "Scheme
Indebtedness"). We understand from the Company that out of the Scheme
Indebtedness, US$45 million (approximately HK$351 million), US$20.8 million
(approximately HK$162.2 million) and US$20.8 million (approximately HK$162.2
million) will be payable in December 2003, June 2004 and December 2004
respectively, and the balance will be refinanced after the end of December 2004.
As at 30th June, 2003, apart from the Scheme Indebtedness, the Group had
unaudited other borrowings of about US$394.4 million (approximately HK$3,076.3
million), out of which US$386.5 million (approximately HK$3,014.7 million) is
repayable within 1 year and the balance of US$7.9 million (approximately HK$61.6
million) is repayable after 1 year. It is further noted that as at 30th June,
2003, the Group had unaudited net current liabilities of about US$314.3 million
(approximately HK$2,451.4 million). The Directors intend to use the net proceeds
of about US$21.8 million (approximately HK$170.0 million) from the Disposal to
repay the Scheme Indebtedness and other debts of the Group. The Directors have
advised that there has been no material change of the Group's indebtedness
since 30th June, 2003.
Having considered the above reasons, we concur with the view of the Directors
that the Disposal can reduce the Group's debt level, improve its working
capital position and enable the Directors to focus the Group's resources on the
agri-business in the PRC, and is therefore in the interests of the Company and
the Independent Shareholders as a whole.
2. Terms of the Share Purchase and Sale Agreement
Basis of consideration
As mentioned in the Letter from the Board, the consideration for the Disposal is
US$22,000,000 (approximately HK$171.6 million) (subject to any applicable
withholding tax required by applicable laws) and was determined after commercial
negotiations between the Company and CPF Investment after taking into account
the financial performance and net tangible asset value of CP Standart for the 2
financial years ended 31st December, 2002. Such consideration represents a
premium of about 21.3% and 28.4% over the audited net assets and audited net
tangible assets of CP Standart after deduction of minority interests
respectively as at 31st December, 2002 attributable to the Company. It is noted
that the consideration represents a price-to-earnings ratio of approximately 2.9
times based on the audited net profit attributable to shareholders of CP
Standart for the year ended 31st December, 2002 of approximately US$9.0 million
(approximately HK$70.2 million) attributable to the Sale Shares. As no
comparable companies listed on the Hong Kong Stock Exchange which are engaged in
similar business to CP Standart can be identified and the financial information
on non-listed companies engaged in similar business to CP Standart is not
readily available, we have taken into account the closing price of HK$0.27 per
share of the Company as quoted on the Hong Kong Stock Exchange as at 12th
November, 2003 (being the date of signing of the Share Purchase and Sale
Agreement), which is translated into a price-to-earnings ratio of approximately
0.8 based on the Group's latest reported earnings per share of the Company of
approximately US$0.0429 (approximately HK$0.335) for the year ended 31st
December, 2002.
Taking into account (i) the premium of the consideration over the audited net
tangible asset value of CP Standart as at 31st December, 2002 attributable to
the Sale Shares; (ii) the premium of the price-to-earnings ratio in respect of
CP Standart over the price-to-earnings ratio of the Company with due regard to
the recent political instability in Turkey and the fact that CP Standart does
not have a listing status on its own and therefore its shares do not have
liquidity in open market, we are of the view that the consideration is fair and
reasonable so far as the Independent Shareholders are concerned.
Payment terms
Closing of the Disposal shall be effected in two separate stages. On the First
Closing Date and the Second Closing Date, the Group shall dispose of
approximately 83.27% and 1.22% respectively of the total issued shares of CP
Standart to CPF Investment. In line with this two-stage closing mechanism, CPF
Investment shall pay to the Company US$21,681,900 (approximately HK$169,118,820)
and US$318,100 (approximately HK$2,481,180) in cash on the First Closing Date
and the Second Closing Date respectively. As the entire consideration is payable
in cash and the amount of payment at each stage is pro rata to the percentage of
the total number shares of CP Standart to be disposed of by the Group, we
consider such payment terms fair and reasonable.
3. Financial effect of the Disposal on the Group
(a) Earnings
As at 31st December, 2002, CP Standart had audited net assets of approximately
US$21.5 million (approximately HK$167.7 million), of which approximately US$18.1
million (approximately HK$141.2 million) is attributable to the Sale Shares.
Assuming the net asset value of CP Standart remains unchanged from 31st
December, 2002 up to completion of the Disposal and on the basis that the net
proceeds from the Disposal will be US$21.8 million (approximately HK$170.0
million), the Directors estimate that a capital gain of approximately US$3.7
million (approximately HK$28.9 million) will arise from the Disposal.
For the year ended 31st December, 2002, CP Standart recorded audited profit
after tax of approximately US$9.0 million (approximately HK$70.2 million), of
which approximately US$7.6 million (approximately HK$59.3 million) was
attributable to the Sale Shares. Such profit contribution of CP Standart to the
Group represented only approximately 8.2% of the Group's audited consolidated
net profit attributable to the Shareholders of approximately US$92.6 million
(approximately HK$722.3 million) for the same financial year. On the basis of
the profit contribution of CP Standart to the Group for the year ended 31st
December, 2002, the Directors consider the Disposal should not have a material
adverse impact on the Group's trading results.
It is noted that for the 6 months ended 30th June, 2003, CP Standart recorded
unaudited profit after tax of approximately US$5.5 million (approximately
HK$42.9 million), of which approximately US$4.6 million (approximately HK$35.9
million) was attributable to the Sale Shares, whereas the Group recorded
unaudited loss attributable to Shareholders of approximately US$31.1 million
(approximately HK$242.6 million) (compared to an unaudited profit attributable
to Shareholders of approximately US$47.6 million (approximately HK$371.3
million) for the corresponding period in the previous year). We understand from
the Company that for the 6 months ended 30th June, 2003, the division of
agri-business in the PRC recorded unaudited loss attributable to shareholders of
approximately US$34.7 million (approximately HK$270.7 million) as a result of a
significant drop in gross profit margin for the 6 months ended 30th June, 2003.
Such drop was principally due to the outbreak of severe acute respiratory
syndrome ("SARS") in part of the PRC in the first half of 2003 which had an
adverse impact on the Group's agri-business operating across the PRC and the
increase in cost of raw materials required for feed production since December
2002. The Company advises that as a result of the outbreak of SARS, the Group's
business related traveling of its purchasing and sales staff, the movement of
raw materials required for production and the delivery of its finished products
suffered interruptions at some locations and sales were retarded due to lowered
consumption. The substantial drop in other income (which was mainly contributed
by gain on disposal of short term investments) from US$44.0 million
(approximately HK$343.2 million) for the 6 months ended 30th June, 2002 to
US$3.8 million (approximately HK$29.6 million) for the 6 months ended 30th June,
2003 also widened the gap of the operating results. The Company expects that the
Group would be able to turn around in the next financial year as the Group will
concentrate its effort on the PRC agri-business to cope with the challenges in
the PRC. The Company further expects that, as the costs of major raw materials
for production are projected to maintain at high level, CP Standart's
profitability would not increase significantly. In addition, the financial
performance of CP Standart contributed to the Company is subject to the
fluctuation of exchange rate between the Turkish Lira and the US dollar. On the
basis that (i) the profit contribution of CP Standart to the Group for the year
ended 31st December, 2002 only accounted for approximately 8.2% of the Group's
audited consolidated net profit attributable to the Shareholders for the same
financial year; (ii) CP Standart's profitability is not expected to increase
significantly for the reasons stated above; (iii) CP Standart is facing
relatively high geopolitical risks in particular the uncertainty of the exchange
rate between Turkish Lira and the US dollar; and (iv) the Group is expected to
turn around as a result of the fading out of the adverse effect of SARS and the
Group's commitment to focus on the PRC agri-business, the Directors consider
the Disposal is not likely to have a material adverse impact on the Group's
results in the long run.
(b) Net assets
As mentioned in the paragraph headed "Earnings" above, the Directors expect
that a capital gain of approximately US$3.7 million (approximately HK$28.9
million) will arise from the Disposal. Accordingly, the consolidated net assets
of the Group will increase by the same amount, representing an increase of
approximately 3.1% as compared to the Group's unaudited consolidated net assets
of approximately US$119.6 million (approximately HK$932.9 million) as at 30th
June, 2003. We consider that such increase in the Group's consolidated net
asset value arising from the Disposal is favourable to the Group.
(c) Liquidity and gearing
As at 30th June, 2003, the Group had an unaudited cash balance of approximately
US$86.4 million (approximately HK$673.9 million), of which approximately US$13.5
million (approximately HK$105.3 million) was attributable to CP Standart. Upon
completion of the Disposal, the Group will be able to receive a cash
consideration of US$21.8 million (approximately HK$170.0 million) (net of
related expenses). On such basis, the cash position of the Group will increase
by approximately 9.6% to US$94.7 million (approximately HK$738.7 million). In
addition, as at 30th June, 2003, the Group's unaudited total debt (of which
approximately US$13.8 million (approximately HK$107.6 million) was attributable
to CP Standart), unaudited net asset value and debt to equity ratio (which is
calculated by dividing the total debt by the net asset value) was about US$630.0
million (approximately HK$4,914.0 million), US$191.1 million (approximately
HK$1,490.6 million) and 329.7% (i.e. by dividing US$630.0 million by US$191.1
million) respectively. Based on the financial position of the Group as at 30th
June, 2003, after completion of the Disposal and assuming all the net proceeds
of US$21.8 million (approximately HK$170.0 million) from the Disposal have been
used to repay the Group's debts, the Group's total debt, net asset value and
debt to equity ratio, having been adjusted for the debts attributable to CP
Standart and the estimated gain of approximately US$3.7 million (approximately
HK$28.9 million) arising from the Disposal, will be US$594.4 million
(approximately HK$4,636.3 million) (i.e. by deducting US$13.8 million and
US$21.8 million from US$630.0 million), US$194.8 million (approximately
HK$1,519.4 million) (i.e. by adding US$3.7 million to US$191.1 million) and
305.1% (i.e. by dividing US$594.4 million by US$194.8 million) respectively.
Accordingly, debt level will be reduced and the debt to equity ratio will be
improved as a result of the Disposal.
In light of the high gearing ratio of the Group and the fact that it had
substantial net current liabilities of about US$314.3 million (approximately
HK$2,451.5 million) as at 30th June, 2003, we consider that the improvement of
liquidity and gearing ratio of the Group as a result of the Disposal is
favourable to the Group.
RECOMMENDATION
Having considered the above principal factors and reasons, we are of the opinion
that 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. Accordingly, we advise the Independent Board Committee to
recommend the Independent Shareholders to vote in favour of the ordinary
resolution to be proposed at the Special General Meeting to approve the Share
Purchase and Sale Agreement.
Yours faithfully
For and on behalf of
Kingsway Capital Limited
Chu Tat Hoi
Director
APPENDIX GENERAL INFORMATION
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules
for the purpose of giving information with regard to the Company. The Directors
collectively and individually accept full responsibility for the accuracy of the
information contained in this circular and confirm, having made all reasonable
enquiries, that to the best of their knowledge and belief there are no other
facts the omission of which would make any statement herein misleading.
DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS AND SHORT POSITIONS IN SHARES,
UNDERLYING SHARES OR DEBENTURES
As at the Latest Practicable Date, the interests and short positions of the
Directors and chief executives of the Company in shares, underlying shares or
debentures of the Company or any associated corporation (within the meaning of
Part XV of the SFO) as are required to be notified to the Company and the Hong
Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO
(including interests and short positions in which he is taken or deemed to have
under such provisions of the SFO), recorded in the register required to be kept
by the Company under Section 352 of the SFO or as otherwise notified to the
Company and the Hong Kong Stock Exchange pursuant to the Model Code for
Securities Transactions by Directors of Listed Companies were as follows:
Long position in shares of the Company
Capacity/Nature of Interest
Approximate
Total percentage of
Interest of number of issued share
Beneficial Controlled Shares in the capital of the
Name of Director Owner Corporations Company Company
Mr. Jaran
Chiaravanont 843,750 - 843,750 0.04
Mr. Dhanin
Chearavanont - 1,066,662,834 1,066,662,834 (1) 49.42
Mr. Sumet
Jiaravanon - 1,066,662,834 1,066,662,834 (1)&(2) 49.42
Notes:
(1) 428,441,073 shares were held by Perfect Investment Limited, 524,215,911
shares were held by Pakeman Co. Inc. and 114,005,850 shares were held by CPI
Holding Co., Ltd.. Mr. Dhanin Chearavanont and Mr. Sumet Jiaravanon have direct/
indirect beneficial interests in these three companies: 50% and 45% in Perfect
Investment Limited; 33.5% and 33.5% in Pakeman Co. Inc. and 38.35% and 38.35% in
CPI Holding Co., Ltd., respectively.
(2) 1,066,662,834 shares are duplicated in the corporate interests attributable
to Mr. Dhanin Chearavanont.
Long position in shares of an associated corporation
Name of Number of
associated
corporation
Name of Director in which shares held
notifiable
interest is
held
Mr. Thanakorn Seriburi
Chia Tai 20,000
Quanzhou
Company Limited
Long position in underlying shares of the Company
Pursuant to the Old Scheme and the Existing Scheme, certain Directors were
granted share options. As at the Latest Practicable Date, the interests of the
Directors of the Company in options to subscribe for shares in the capital of
the Company under the Old Scheme and the Existing Scheme were as follows:
Number of
shares
issuable upon
exercise of
options
held (and its
percentage Price per
against
the total share to be
issued
share capital) Period during paid on
Name of as at the which options exercise
Latest are
Director Date of Grant Practicable exercisable of options
Date
HK$
Mr. Dhanin 26th February, 2003 12,800,000 26th February, 0.39
2003
Chearavanont (0.593%) to 25th
February, 2013
Mr. Sumet 26th February, 2003 12,800,000 26th February, 0.39
2003
Jiaravanon (0.593%) to 25th
February, 2013
Mr. Prasert 20th May, 1994 18,479,248 20th May, 1994 1.752
Poongkumarn (0.856%) to 20th May,
2004
26th February, 2003 21,584,807 26th February, 0.39
2003
(1.00%) to 25th
February, 2013
Mr. Min 26th February, 2003 21,584,807 26th February, 0.39
2003
Tieanworn (1.00%) to 25th
February, 2013
Mr. Thirayut 10th August, 1998 25,000,000 10th August, 0.3875
1998
Phitya-Isarakul (1.158%) to 10th August,
2008
26th February, 2003 21,584,807 26th February, 0.39
2003
(1.00%) to 25th
February, 2013
Mr. Thanakorn 10th August, 1998 17,500,000 10th August, 0.3875
1998
Seriburi (0.811%) to 10th August,
2008
26th February, 2003 21,584,807 26th February, 0.39
2003
(1.00%) to 25th
February, 2013
Mr. Veeravat 26th February, 2003 21,584,807 26th February, 0.39
2003
Kanchanadul (1.00%) to 25th
February, 2013
As at the Latest Practicable Date, none of the above share options had been
exercised.
Save as disclosed above, as at the Latest Practicable Date, none of the
Directors and chief executives of the Company had any interest or short position
in shares, underlying shares or debentures of the Company or any associated
corporation (within the meaning of Part XV of the SFO) as are required to be
notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7
and 8 of Part XV of the SFO (including interests and short positions in which he
is taken or deemed to have under such provisions of the SFO), recorded in the
register required to be kept by the Company under Section 352 of the SFO or as
otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to
the Model Code for Securities Transactions by Directors of Listed Companies.
PERSONS WHO HAVE AN INTEREST OR SHORT POSITION WHICH IS DISCLOSEABLE UNDER THE
SFO AND SUBSTANTIAL SHAREHOLDERS
As at the Latest Practicable Date, the following persons had the following
interests or short positions in shares or underlying shares of the Company which
would fall to be disclosed to the Company under the provisions of Divisions 2
and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in
ten per cent. or more of the nominal value of any class of share capital
carrying rights to vote in all circumstances at general meetings of any other
member of the Group:
Long position in shares
Approximate
Capacity/ Number of percentage of
Nature of shares of issued share
Name of Shareholder Interest Notes the Company capital
Citigroup Inc. Security interest, 1 181,886,124 8.43
investment
manager and
beneficial owner
Charoen Pokphand Beneficial owner 2 195,834,452 9.07
Overseas Investment
Company Limited
Charoen Pokphand (Hong Interest of a 2 195,834,452 9.07
Kong) Company controlled
Limited corporation
Chia Tai International Beneficial owner 3 232,606,621 10.78
Investment Company
Limited
Charoen Pokphand (China) Interest of a 3 232,606,621 10.78
Company Limited controlled
corporation
Charoen Pokphand Holding Interest of 4 428,441,073 19.85
Company Limited controlled
corporations
Perfect Investment
Limited Interest of 5 428,441,073 19.85
controlled
corporations
Pakeman Co. Inc. Beneficial owner 6 524,215,911 24.29
CPI Holding Co., Ltd. Beneficial owner 7 114,005,850 5.28
C.P. Intertrade Co., Ltd.
Interest of a 7 114,005,850 5.28
controlled
corporation
Mr. Dhanin Chearavanont Beneficial owner 8 1,066,662,834 49.42
Mr. Sumet Jiaravanon Beneficial owner 8 1,066,662,834 49.42
Notes:
1. Of the 181,886,124 shares held by Citigroup Inc., 181,503,699 shares were
held as security, 364,625 shares were held as investment manager and the balance
of 17,800 shares were held beneficially.
2. Charoen Pokphand Overseas Investment Company Limited ("CP Overseas")
beneficially owned 195,834,452 shares. Charoen Pokphand (Hong Kong) Company
Limited ("CP Hong Kong") has declared an interest in these same 195,834,452
shares by virtue of its shareholding in CP Overseas.
3. Chia Tai International Investment Company Limited ("CTII") beneficially
owned 232,606,621 shares. Charoen Pokphand (China) Company Limited ("CP
China") has declared an interest in these same 232,606,621 shares by virtue of
its shareholding in CTII.
4. Charoen Pokphand Holding Company Limited ("CP Holding") has declared an
interest in an aggregate of 428,441,073 shares which comprised the 195,834,452
shares referred to in Note 2 above by virtue of its shareholding in CP Hong Kong
and the 232,606,621 shares referred to in Note 3 above by virtue of its
shareholding in CP China.
5. Perfect Investment Limited has declared an interest in the same 428,441,073
shares in which CP Holding has declared an interest (see Note 4), by virtue of
its shareholding in CP Holding.
6. Pakeman Co. Inc. beneficially owned a total of 524,215,911 shares.
7. CPI Holding Co., Ltd. beneficially owned 114,005,850 shares. C.P. Intertrade
Co., Ltd. has declared an interest in these same 114,005,850 shares by virtue of
its shareholding in CPI Holding Co., Ltd.
8. Each of Mr. Dhanin Chearavanont and Mr. Sumet Jiaravanon has declared an
interest in an aggregate of 1,066,662,834 shares, comprising the 428,441,073
shares in which Perfect Investment Limited has declared an interest (see Note 5
above), the 524,215,911 shares in which Pakeman Co. Inc. has declared an
interest (see Note 6 above) and the 114,005,850 shares in which C.P. Intertrade
Co., Ltd. has declared an interest (see Note 7 above), by virtue of their
respective beneficial shareholding interests in these three companies.
Save as disclosed above, as at the Latest Practicable Date, no other person had
an interest or a short position in shares or underlying shares of the Company
which would fall to be disclosed to the Company under the provisions of
Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly,
interested in ten per cent. or more of the nominal value of any class of share
capital carrying rights to vote in all circumstances at general meetings of any
other member of the Group.
LITIGATION
Neither the Company nor any of its subsidiaries is engaged in any litigation or
arbitration of material importance and there is no litigation or claim of
material importance known to the directors of the Company to be pending or
threatened by or against the Company or any of its subsidiaries.
MATERIAL CHANGE
The Directors are not aware of any material adverse change in the financial or
trading positions of the Group since 31st December, 2002 (the date to which the
latest published audited consolidated accounts of the Group were made up).
CONSENT
Kingsway has given and has not withdrawn its written consent to the issue of
this circular with the inclusion of its letter and the references to its name
included herein in the form and context in which they are respectively included.
GENERAL
(a) No existing or proposed service contracts have been entered into between any
of the Directors and any member of the Group, other than contracts expiring or
determinable by the employer within one year without payment of compensation
(other than statutory compensation).
(b) No Director is materially interested in any contract or arrangement
subsisting at the date hereof which is significant to the business of the Group
taken as a whole.
(c) Save for (i) certain Directors who, as minority shareholders and in common
with the other minority shareholders of Ek Chor China Motorcycle Co. Ltd.,
received certain sums in consideration of the cancellation of their shares in
that company resulting in it becoming a wholly-owned subsidiary of the Company
(being part of the subject of the announcement and the circular issued by the
Company on 16th April, 2003 and 27th May, 2003 respectively); (ii) certain
Directors who had indirect interests in the parent company of C.P. Aquaculture
(Hainan) Co., Ltd. to which the Group in August 2003 leased certain production
facilities located in Hainan Province, PRC for a term of five years (being the
subject of an announcement issued by the Company on 12th August 2003); and (iii)
certain Directors' interests in the Disposal (as explained in the section
headed "Connected and Discloseable Transaction" in the Letter from the Board
of this circular), since 31st December, 2002, the date to which the latest
published audited consolidated accounts of the Group have been made up, none of
the Directors has, or has had, any direct or indirect interest in any assets
which have been acquired or disposed of by or leased to or which are proposed to
be acquired, disposed of by or leased to, any member of the Group.
(d) As at the Latest Practicable Date, Kingsway was not interested beneficially
or non-beneficially in any shares in the Company or any of its subsidiaries or
any rights or option to subscribe for or nominate persons to subscribe for any
shares in the Company or any of its subsidiaries.
(e) The secretary of the Company is Ms. Choi Yi Mei. She is an associate member
of both The Institute of Chartered Secretaries and Administrators and The Hong
Kong Institute of Company Secretaries.
(f) The transfer office of the Company is situated at the office of its Hong
Kong branch share registrars, Computershare Hong Kong Investor Services Limited
at 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong.
(g) The English text of this circular shall prevail over the Chinese text.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection during normal
business hours at the principal place of business of Hong Kong of the Company at
21st Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong up to and
including Thursday, 18th December, 2003:
(1) the Share Purchase and Sale Agreement;
(2) the letter from Kingsway, the text of which is set out in this circular; and
(3) the written consent from Kingsway referred to in paragraph headed
consent in this Appendix.
C.P. POKPHAND CO. LTD.
(Incorporated in Bermuda with limited liability)
NOTICE IS HEREBY GIVEN that a special general meeting (the "Meeting") of C.P.
Pokphand Co. Ltd. (the "Company") will be held at 21st Floor, Far East Finance
Centre, 16 Harcourt Road, Hong Kong on Thursday, 18th December, 2003 at 9:30
a.m. for the purpose of considering and, if thought fit, passing, with or
without modifications, the following resolution of the Company:
ORDINARY RESOLUTION
"THAT the Share Purchase and Sale Agreement (the "Agreement") dated 12th
November, 2003 between Charoen Pokphand Development (Turkey) Limited (the
"Seller"), being a wholly-owned subsidiary of the Company, CPF Investment
Limited (the "Purchaser") and the Company pursuant to which the Purchaser has
agreed to acquire from the Seller 84.49% of the total issued shares in C.P.
Standart Gida Sanayi ve Ticaret Anonim Sirketi, a copy of which has been
produced to the Meeting marked "A-1" and signed by the chairman of the Meeting
for purposes of identification, and the execution, delivery and performance by
the Company of the Agreement, be and are hereby ratified and approved AND THAT
the directors of the Company be and are hereby authorized to sign any document
or to do anything on behalf of the Company which they may consider necessary,
desirable or expedient for the purpose of, or in connection with, the
implementation of the Agreement (as amended, if applicable) and to make such
amendments thereto as any director of the Company may consider necessary,
desirable or expedient."
By Order of the Board
Choi Yi Mei
Company Secretary
Hong Kong, 3rd December, 2003
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint
one or more proxies to attend and, on a poll, vote instead of him. A proxy need
not be a member of the Company.
2. In order to be valid, the proxy form together with the power of attorney or
other authority (if any) under which it is signed (or a notarially certified
copy of such power or authority), must be lodged with the Company's registrar in
Hong Kong, Computershare Hong Kong Investor Services Limited, 17th Floor,
Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before
the time appointed for the holding of the meeting.
3. A form of proxy for use at the meeting is enclosed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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