SIME DARBY PLANTATION SDN BHD - Darby Berhad (¢â‚¬“ Sime Darby...

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Transcript of SIME DARBY PLANTATION SDN BHD - Darby Berhad (¢â‚¬“ Sime Darby...

  • IMPORTANT

    If you are in doubt as to any aspect of this Offer, you should consult a member of a stock exchange, or a financial, or legal adviser.

    If you have sold or otherwise transferred all your shares in New Britain Palm Oil Limited, please send this document, as soon as possible, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding, you should retain this document.

    FULL OFFER

    BY

    SIME DARBY PLANTATION SDN BHD

    TO

    ACQUIRE ALL THE VOTING SHARES IN NEW BRITAIN PALM OIL LIMITED

    OFFER DOCUMENT

    234009 Project Safari Circular pp01-pp25 21/10/2014 18:14 Page 1

  • CONTENTS

    Important Notices 3

    1. Introduction 5

    2. The Offer 5

    3. Reasons to accept the Offer 5

    4. Date of Offer 7

    5. Identity of Offeror and target company 7

    6. Consideration 8

    7. Offer Period 8

    8. How to accept this Offer if you hold NBPOL Shares listed on POMSoX 8

    9. How to accept this Offer if you hold NBPOL Shares listed on LSE in Certificated Form or as Depositary Interests 9

    10. How to accept this Offer if you are an NBPOL employee and are issued NBPOL Shares pursuant to the LTIP 10

    11. The Offerees 11

    12. Conditions of the Offer 11

    13. Effect of acceptance of the Offer 13

    14. Settlement 15

    15. Variation 16

    16. Withdrawal 16

    17. Part sales 16

    18. Taxation 17

    19. Other statutory information 18

    20. Offeror and its directors 18

    21. Ownership of shares in NBPOL 18

    22. Trading in NBPOL shares 18

    23. Agreements to accept this Offer 18

    24. Arrangements to pay consideration 19

    25. Arrangements between Offeror and NBPOL 19

    26. Arrangements between Offeror and the directors and officers of NBPOL 19

    27. Financial assistance 19

    28. Market purchase of shares 19

    29. Likelihood of changes in NBPOL 19

    30. No pre-emption clauses 20

    31. No escalation clauses 20

    32. General provisions 20

    33. Definitions and interpretation 20

    Certificate 25

    Annexure 1 – How to accept this Offer if you hold NBPOL Shares listed on POMSoX 26

    Annexure 2 – How to accept this Offer if you hold NBPOL Shares listed on LSE (including Depositary Interests) 27

    Annexure 3 – How to accept this Offer if you are an NBPOL employee and are issued NBPOL Shares Pursuant to the LTIP 30

    Annexure 4 – Sample PNG Acceptance Form 31

    Annexure 5 – Sample LSE Acceptance Form 33

    Annexure 6 – Sample LTIP Acceptance Form 37

    2

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  • IMPORTANT NOTICES

    Investment decisions This Offer Document does not take into account your individual investment objectives, financial situation or particular needs. You may wish to obtain financial and taxation advice before deciding whether or not to accept the Offer.

    Disclaimer as to forward-looking statements This Offer Document may include certain statements that are in the nature of forward-looking statements. Forward-looking statements often use words such as “believe”, “expect”, “estimate”, “intend”, “anticipate” and words of a similar meaning. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties which could cause actual values, results, performances or achievements to differ materially from those expressed, implied or projected in any forward looking statement.

    The forward-looking statements in this Offer Document reflect the views of the Offeror held only as at the date of this Offer Document. While the Offeror believes that the expectations reflected in the forward- looking statements in this Offer Document are reasonable, no assurance can be given that such expectations will prove to be correct. The Offeror assumes no obligation to, and does not intend to, revise or update any forward-looking statements, except as required pursuant to applicable law or regulation. You rely on any forward looking statement at your own risk.

    Unless expressly stated otherwise, no statement in this Offer Document is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods.

    Overseas NBPOL Shareholders The Offer is not being made directly or indirectly (and the Offer Document is not for publication or distribution, directly or indirectly) in or into any jurisdiction where the making or acceptance of the Offer (or the receipt of the Offer Document) would violate the laws of that jurisdiction (“Restricted Jurisdiction”) and is not capable of acceptance from, or in, a Restricted Jurisdiction. For the avoidance of doubt, PNG, the UK, Singapore and Malaysia are not Restricted Jurisdictions. Similarly, those persons receiving the Offer Document (including custodians, nominees and trustees) must not distribute or send it in or into a Restricted Jurisdiction.

    The availability of the Offer to NBPOL Shareholders who are not resident in PNG, the UK, Singapore or Malaysia may be affected by the laws of the jurisdictions in which they are resident. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements in such jurisdictions.

    The Offeror and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

    Availability of this document You may request a hard copy of this Offer Document by contacting Capita Asset Services on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK between 9.00 a.m. and 5.30 p.m. (UK time) Monday to Friday. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers’ costs may vary. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide any financial, legal or tax advice.

    You may also request a hard copy of this Offer Document by contacting PNG Registries on 3216377 from within PNG or on +675 3216377 if calling from outside PNG between 8.30 a.m. to 4.30 p.m. (PNG time) Monday to Friday (except PNG public holidays).

    3

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  • Copies of this Offer Document will be made available on the website of the Offeror’s ultimate parent company, Sime Darby Berhad, being http://www.simedarby.com.

    Defined meanings Words used in this Offer Document and the rules of interpretation that apply to the Offer Document are set out and explained in Section 33.

    4

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  • 1. INTRODUCTION

    This Offer Document has been prepared by Sime Darby Plantation Sdn Bhd (“Offeror”) under Rule 22 of the Takeovers Code 1998 (PNG) (“Code”).

    This Offer Document has been prepared in connection with the offer by the Offeror to acquire all of the issued and to be issued paid up shares in New Britain Palm Oil Limited (“NBPOL”) (“Offer”).

    In relation to Rule 27A of the Code, the PNG Prime Minister, Hon. Peter O’Neill MP, has written to Sime Darby Berhad (“Sime Darby”) (the ultimate parent company of the Offeror) acknowledging that Sime Darby is keen to make a general offer for NBPOL and reiterating that Sime Darby’s proposed acquisition of a shareholding in NBPOL will not be contrary to PNG’s national interest.

    NBPOL’s independent directors have unanimously recommended that NBPOL shareholders accept the Offer (as they intend to do themselves in relation to all NBPOL shares held by them) in the absence of a superior proposal.

    2. THE OFFER

    The Offeror offers to acquire all of the issued and to be issued paid up NBPOL Shares on the terms and conditions of this Offer Document.

    The Offer extends to:

    (a) any person who is or becomes registered or entitled to be registered as the holder of some or all of your, or any, NBPOL Shares (and/or, as the context requires, Depositary Interests) during the Offer Period; and

    (b) any LTIP Participant who becomes registered as the holder of NBPOL Shares prior to the expiration of the Offer Period as a result of such NBPOL Shares being issued pursuant to the NBPOL LTIP.

    The number of NBPOL Shares that may be disposed of by an Offeree in accordance with this Offer will be determined by reference to the number of NBPOL Shares held by the Offeree at the expiration of the Offer Period, as recorded in NBPOL’s share register.

    3. REASONS TO ACCEPT THE OFFER 3.1 Consideration Under the Offer, you will be entitled to receive cash consideration of GBP 7.15 or PGK 28.79 per NBPOL Share (as elected by you) accepted into the Offer. You may elect to receive GBP or PGK, but not both currencies for your NBPOL Shares. Depositary Interest Holders will be paid in GBP only through CREST.

    The cash consideration of GBP 7.15 or PGK 28.79 per NBPOL Share represents:

    – a premium of approximately 85.0% over the closing price of the NBPOL Shares of GBP 3.87 per NBPOL Share as quoted on the LSE on the Last Trading Date;

    – a premium of approximately