FIRST PACIFIC COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and the Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
第一太平有限公司(Incorporated with limited liability under the laws of Bermuda)
Website: http://www.firstpacific.com
(Stock Code: 00142)
CONTINUING CONNECTED TRANSACTIONS REVISED ANNUAL CAPS FOR 2017, 2018 AND 2019 FOR INDOFOOD GROUP'S- PLANTATIONS BUSINESS TRANSACTIONS;
- DISTRIBUTION BUSINESS TRANSACTIONS;
- FLOUR BUSINESS TRANSACTIONS;
- BEVERAGES BUSINESS - SALIM TRANSACTIONS;
- DAIRY BUSINESS TRANSACTIONS; AND
- BEVERAGES BUSINESS - ASAHI TRANSACTIONS AND
Reference is made to the Company's announcement dated 10 November 2016 and the Company's circular dated 30 December 2016.
This announcement contains details of the revised Annual Caps for 2017, 2018 and 2019 in respect of the 2017-2019 Plantations Business Transactions, the 2017-2019 Distribution Business Transactions, the 2017-2019 Flour Business Transactions, the 2017-2019 Beverages Business - Salim Transactions, the 2017-2019 Dairy Business Transactions and the 2017-2019 Beverages Business - Asahi Transactions, and continuing connected transactions (and the relevant agreements in relation to them) by members of the Indofood Group in relation to the Indofood Group's packaging business and their respective Annual Caps for 2017, 2018 and 2019.
The Directors (including the independent non-executive Directors) are of the view that the terms of the continuing connected transactions referred to in this announcement below and their respective Annual Caps for 2017, 2018 and 2019 are fair and reasonable, and those transactions are on normal commercial terms, in the ordinary and usual course of business of the Indofood Group and in the interests of the Company and its shareholders as a whole.
Reference is made to the Company's announcement dated 10 November 2016 (the "10 November 2016 Announcement") and the Company's circular dated 30 December 2016 (the "Circular"). Unless otherwise defined herein, all capitalised terms used in this announcement shall have the meanings given to them in the 10 November 2016 Announcement.
Revision of Annual Caps in respect of 2017-2019 Plantations Business TransactionsAs stated in the 10 November 2016 Announcement and the Circular, the existing Annual Caps for the 2017-2019 Plantations Business Transactions are estimated transaction values based on projected activity levels between the relevant parties for the relevant periods, taking into account the historical values of the relevant transactions and the continuing development of raw land into planted areas. The projected activity level is based on an estimate of the requirements of each plantation company in respect of its respective planting activities and operations.
Due to the expansion of the Plantations Business, the transaction amounts for 2018 and 2019 in respect of Plantations Business transaction number (8) in Table B of the 10 November 2016 Announcement (between Indofood and its subsidiaries on the one hand and Indomobil and its subsidiaries on the other hand in relation to the sale/rental of cars, the provision of car services and the sale of spare parts by Indomobil and its subsidiaries to Indofood and its subsidiaries) and the transaction amounts for 2017, 2018 and 2019 in respect of Plantations Business transaction number (10) in Table B of the 10 November 2016 Announcement (between SIMP and NIC in relation to the sale of margarine by SIMP to NIC) are expected to be higher than the respective existing Annual Caps for the transactions.
Conversely, Indofood has informed the Company that:
the existing Annual Caps for 2017, 2018 and 2019 in respect of Plantations Business transaction number (1) in Table B of the 10 November 2016 Announcement (between SIMP and ADS in relation to the grant by ADS of a lease to SIMP for use of factory properties) will not be fully utilised because of the sale of the land by ADS to the Indofood Group, as announced by the Company on 7 June 2017; and
the existing Annual Caps for 2018 and 2019 in respect of Plantations Business transaction number (4) in Table B of the 10 November 2016 Announcement (between SIMP and its subsidiaries on the one hand and the IGER Group on the other hand in relation to the provision of operational services, the sale of seedlings, prefabricated housing materials and fertilizer products and the leasing of office space by SIMP and its subsidiaries to the IGER Group and the purchase of palm oil and its derivative products by SIMP and its subsidiaries from the IGER Group) will not be fully utilised because demand for the relevant goods and products by the counterparties to the transaction has been less than the level projected at the time those Annual Caps were determined in 2016.
Having regard principally to the transactions in respect of which the Annual Caps are expected to be exceeded, the Company has undertaken a review of the individual transaction Annual Caps for 2017, 2018 and 2019 in respect of all the existing Plantations Business transactions. As a result of that review, the Company has revised certain Annual Caps to more closely reflect the projected transaction amounts for the remainder of 2017 and for 2018 and 2019. The revisions were made based on the projected activity levels between the relevant parties for 2017, 2018 and 2019, taking into account the transacted amount during the period from 1 January 2017 to 31 July 2017 and the projected activity level during the remainder of 2017 and in 2018 and 2019. The revised Annual Caps are set forth in the table below, together with the respective actual transaction amounts for the period from 1 January 2017 to 31 July 2017 and existing Annual Caps. The Annual Caps for 2017, 2018 and 2019 in respect of transaction number (10) and the Annual Caps for 2018 and 2019 in respect of transaction number (8) have been increased, and the Annual Caps for 2017, 2018 and 2019 in respect of transaction number (1) and the Annual Caps for 2018 and 2019 in respect of transaction number (4) have been reduced. The aggregated 2017, 2018 and 2019 Annual Caps for all the Plantations Business transactions have not been changed.
Transaction No. | Parties to the agreement/ arrangement | Nature of agreement/arrangement | Actual Transaction Amount for the period from 1 January 2017 to 31 July 2017 (US$ millions) | Existing Annual Cap as set out in the 10 November 2016 Announcement (US$ millions) | Revised Annual Cap (US$ millions) | |||||
Name of entity of the Indofood Group | Name of connected party | For the year ending 31 December 2017 | For the year ending 31 December 2018 | For the year ending 31 December 2019 | For the year ending 31 December 2017 | For the year ending 31 December 2018 | For the year ending 31 December 2019 | |||
(1) | SIMP | ADS | ADS grants a lease to SIMP for use of factory properties. | 0.5 | 1.3 | 1.3 | 1.3 | 0.6 | - | - |
(2) | SIMP and its subsidiaries | STP | STP provides pumping services to SIMP and its subsidiaries to load crude palm oil and other derivative products to vessels. | 0.4 | 1.2 | 1.3 | 1.5 | 1.2 (not revised) | 1.3 (not revised) | 1.5 (not revised) |
(3) | SIMP and its subsidiaries | RMK | SIMP and its subsidiaries lease heavy equipment and buy building materials; rent office space, trucks and tug boats from RMK; use transportation services from RMK; and purchase road reinforcement services from RMK. | 0.5 | 5.6 | 6.2 | 6.8 | 5.6 (not revised) | 6.2 (not revised) | 6.8 (not revised) |
(4) | SIMP and its subsidiaries | IGER Group | SIMP and its subsidiaries provide operational services, sell seedlings, sell prefabricated housing materials, sell fertilizer products, lease office space to IGER Group; and buy palm oil and its derivative products from IGER Group. | 16.0 | 109.7 | 134.6 | 155.7 | 109.7 (not revised) | 130.6 | 150.4 |
(5) | Indofood and its subsidiaries | IKU | IKU provides consulting services for project development to Indofood and its subsidiaries. | - | 0.2 | 0.2 | 0.2 | 0.2 (not revised) | 0.2 (not revised) | 0.2 (not revised) |
(6) | Indofood and its subsidiaries | LPI | Indofood and its subsidiaries buy sugar from LPI. | - | 0.2 | 0.2 | 0.2 | 0.2 (not revised) | 0.2 (not revised) | 0.2 (not revised) |
(7) | SIMP | FFI | SIMP sells deep fat frying oil to FFI. | 2.7 | 5.2 | 5.8 | 6.4 | 5.2 (not revised) | 5.8 (not revised) | 6.4 (not revised) |
(8) | Indofood and its subsidiaries | Indomobil and its subsidiaries | lndomobil and its subsidiaries sell/rent cars, provide car services and sell spare parts to Indofood and its subsidiaries. | 3.1 | 8.4 | 6.5 | 7.4 | 8.4 (not revised) | 11.0 | 13.1 |
(9) | SIMP | Shanghai Resources | SIMP sells palm oil and its derivative products to Shanghai Resources. | 12.7 | 35.0 | 44.7 | 56.3 | 35.0 (not revised) | 44.7 (not revised) | 56.3 (not revised) |
(10) | SIMP | NIC | SIMP sells margarine to NIC. | 0.5 | 0.7 | 0.8 | 1.0 | 1.4 | 1.6 | 1.9 |
(11) | Indofood | LPI | Indofood grants an exclusive license of its "Indosugar" trademark related to sugar to LPI. | 0.2 | 0.9 | 1.0 | 1.0 | 0.9 (not revised) | 1.0 (not revised) | 1.0 (not revised) |
First Pacific Company Limited published this content on 06 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 September 2017 11:52:11 UTC.
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