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
  1. RENEWAL OF INDOFOOD GROUP'S NOODLES BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2017, 2018 AND 2019
  2. RENEWAL OF INDOFOOD GROUP'S PLANTATIONS BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2017, 2018 AND 2019
  3. REVISED ANNUAL CAPS IN RESPECT OF INDOFOOD GROUP'S EXISTING DISTRIBUTION BUSINESS TRANSACTIONS FOR 2016; RENEWAL OF INDOFOOD GROUP'S DISTRIBUTION BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2017, 2018 AND 2019
  4. RENEWAL OF INDOFOOD GROUP'S INSURANCE POLICIES TRANSACTIONS AND NEW ANNUAL CAPS FOR 2017, 2018 AND 2019
  5. RENEWAL OF INDOFOOD GROUP'S FLOUR BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2017, 2018 AND 2019
  6. RENEWAL OF INDOFOOD GROUP'S BEVERAGES BUSINESS TRANSACTIONS RELATING TO ASSOCIATES OF MR. SALIM AND NEW ANNUAL CAPS FOR 2017, 2018 AND 2019
  7. REVISED ANNUAL CAPS IN RESPECT OF INDOFOOD GROUP'S EXISTING DAIRY BUSINESS TRANSACTIONS FOR 2016; RENEWAL OF INDOFOOD GROUP'S DAIRY BUSINESS TRANSACTIONS AND NEW ANNUAL CAPS FOR 2017, 2018 AND 2019
  8. RENEWAL OF INDOFOOD GROUP'S BEVERAGES BUSINESS - ASAHI TRANSACTIONS AND NEW ANNUAL CAPS FOR 2017, 2018 AND 2019
  9. NEW CONTINUING CONNECTED TRANSACTIONS - CUSTOMER RELATIONSHIP MANAGEMENT TRANSACTIONS AND ANNUAL CAPS FOR 2017, 2018 AND 2019
  10. NEW CONTINUING CONNECTED TRANSACTIONS - BABY DIAPERS BUSINESS TRANSACTIONS AND ANNUAL CAPS FOR 2017, 2018 AND 2019
  11. RENEWAL OF REVOLVING LOAN FACILITY TO CONNECTED SUBSIDIARIES RELATING TO INDOFOOD GROUP'S PLANTATIONS
BUSINESS AND NEW ANNUAL CAPS FOR 2017, 2018 AND 2019 INTRODUCTION

Reference is made to the Company's announcements dated 9 December 2013, 9 May 2014, 15 October 2014, 16 October 2015 and 29 July 2016 in relation to certain continuing connected transactions in respect of the Indofood Group's noodles business, plantations business, distribution business, insurance policies, flour business, beverages business relating to associates of Mr. Salim, dairy business, beverages business relating to associates of Asahi Group SEA and the revolving loan facility provided to connected subsidiaries of the Company relating to the Indofood Group's plantations business.

PURPOSE OF THIS ANNOUNCEMENT

This announcement contains details of:

  1. revised Annual Caps for the year ending 31 December 2016 in respect of the previously announced continuing connected transactions relating to the Indofood Group's distribution and dairy businesses;

  2. a number of new continuing connected transactions (and the relevant agreements to be entered into in relation to them) to be entered into by members of the Indofood Group which will become effective on 1 January 2017, immediately following the expiry, on 31 December 2016, of certain previously announced continuing connected transactions. Those new continuing connected transactions relate to substantially the same matters as the previously announced continuing connected transactions and replace those previously announced continuing connected transactions; and

  3. a number of new continuing connected transactions (and the relevant agreements to be entered into in relation to them) by members of the Indofood Group which will become effective on 1 January 2017 in relation to the Indofood Group's customer relationship management and its baby diapers business.

REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTIONS

The Indofood Group and the Company believe that the continuing connected transactions referred to in this announcement below, which are on normal commercial terms, are beneficial to the Indofood Group and the Company for the continuing expansion of the Indofood Group's business operations, revenue and operational profitability, the maximisation of the production capacities of the distribution network and the increase of worldwide brand awareness of the Indofood Group.

The loan facility under the Revolving Loan Agreement proposed to be entered into by SIMP, a member of the Indofood Group, is a short term, temporary funding provided by SIMP to the borrowers to finance the immediate and urgent working capital requirements of the borrowers and to facilitate the smooth running of their operations. Each of the borrowers is a consolidated subsidiary of SIMP under the control of SIMP. Therefore, SIMP is responsible for and has an interest in the performance of the borrowers. Any disruption on the borrowers' day-to-day operations due to financing shortage will have a direct impact on SIMP.

The terms of the Revolving Loan Agreement, including the principal amount of the loan and the interest rate charged on the loan, were arrived at after arm's length negotiations between SIMP and the borrowers having taken into account the immediate and urgent working capital required for the borrowers' day-to-day operations and SIMP's costs of borrowing in the market. The Indofood Group and the Company believe that the loan facility available under the Revolving Loan Agreement would provide the flexibility for the borrowers to obtain finance at reasonable costs to meet their immediate and urgent working capital requirements as and when the circumstances so require.

LISTING RULES IMPLICATIONS

The following continuing connected transactions and Annual Caps described in this announcement are subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules:

  1. the previously announced continuing connected transactions relating to the Indofood Group's distribution business and the revised aggregated Annual Caps for 2016;

  2. the proposed new continuing connected transactions relating to the Indofood Group's noodles business and the proposed aggregated Annual Caps for 2017, 2018 and 2019;

  3. the proposed new continuing connected transactions relating to the Indofood Group's plantations business and the proposed aggregated Annual Caps for 2017, 2018 and 2019; and

  4. the proposed new continuing connected transactions relating to the Indofood Group's distribution business and the proposed aggregated Annual Caps for 2017, 2018 and 2019.

The following continuing connected transactions and Annual Caps described in this announcement are subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, but not the Independent Shareholders' approval requirement:

  1. the proposed new continuing connected transactions relating to the Indofood Group's insurance policies and the proposed aggregated Annual Caps for 2017, 2018 and 2019;

  2. the proposed new continuing connected transactions relating to the Indofood Group's flour business and the proposed aggregated Annual Caps for 2017, 2018 and 2019;

  3. the proposed new continuing connected transactions relating to the Indofood Group's beverages business with associates of Mr. Salim and the proposed aggregated Annual Caps for 2017, 2018 and 2019;

  4. the previously announced continuing connected transactions relating to the Indofood Group's dairy business and the revised aggregated Annual Caps for 2016;

  5. the proposed new continuing connected transactions relating to the Indofood Group's dairy business and the proposed aggregated Annual Caps for 2017, 2018 and 2019;

  6. the proposed new continuing connected transactions relating to the Indofood Group's beverages business with associates of Asahi Group SEA and the proposed aggregated Annual Caps for 2017, 2018 and 2019;

  7. the proposed new continuing connected transactions relating to the Indofood Group's customer relationship management and the proposed aggregated Annual Caps for 2017, 2018 and 2019;

  8. the proposed new continuing connected transactions relating to the Indofood Group's baby diapers business and the proposed aggregated Annual Caps for 2017, 2018 and 2019; and

  9. the proposed loan facility under the Revolving Loan Agreement and the proposed Annual Caps for 2017, 2018 and 2019.

First Pacific Company Limited published this content on 10 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 10 November 2016 14:54:04 UTC.

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