Sime Darby is Preferred Bidder for New Britain Palm Oil Stake

01 Aug 2014 --- New Britain Palm Oil Limited, one of the world's largest fully integrated producers of sustainable palm oil, has announced the following information regarding the proposed divestment by its major shareholder, Kulim (Malaysia) Berhad (“Kulim”), of its 48.97% stake in NBPOL.

The Company has received written correspondence from Kulim’s legal advisers informing the Company of Kulim’s desire to divest its entire equity interest in NBPOL. The letter further advised that Kulim has completed a selection process and, based on interest received from prospective purchasers, Kulim’s board of directors has selected Sime Darby Berhad (“Sime Darby”) as the preferred bidder.

To date, the Company has not received any direct proposal from Sime Darby or any other party with respect to the proposed acquisition of Kulim’s equity stake. The Company has not been informed as to the proposed terms of the transaction between Kulim and Sime Darby (including the indicative price offered by Sime Darby), nor is it known whether such transaction will result in a change of control of the Company or a formal takeover offer for all or part of the Company’s issued share capital.

However, as noted by the Board of the Company previously, NBPOL is subject to the provisions of the PNG Takeovers Code (“PNG Code”). The PNG Code provides that an interest of more than 20% of a PNG company may only be acquired:

• if the other shareholders approve the proposed acquisition by ordinary resolution in a general meeting; or
• pursuant to a takeover offer which is open to all shareholders and which complies with the PNG Code.

In either case the PNG Code requires the Company to provide to shareholders a report prepared by an independent adviser as to the merits of the proposed acquisition or offer and a statement from the directors of the Company with their recommendation to shareholders in relation to the proposed acquisition or offer.

The Company has appointed law firm Ashurst PNG as legal counsel to the Company. Accounting firm BDO has been appointed as the independent adviser.

The Board intends to establish an independent board committee to ensure that the best possible outcome is obtained for all shareholders and to ensure compliance by the Company with its obligations under the PNG Code.

Where appropriate, further announcements will be made in due course.