New Britain Palm Oil : DISPATCH OF OFFER DOCUMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

23 October 2014

New Britain Palm Oil Limited

("NBPOL", the "Group" or the "Company")

CASH TAKEOVER OFFER FROM SIME DARBY PLANTATION - 

DISPATCH OF OFFER DOCUMENT AND TARGET COMPANY STATEMENT

New Britain Palm Oil Limited (LSE: NBPO; POMSoX: NBO), one of the world's largest fully integrated producers of sustainable palm oil, provides the following update regarding the cash offer by Sime Darby Plantation Sdn Bhd ("Sime Darby Plantation ") for all the issued and to be issued shares in NBPOL at a price of GBP 7.15 or PGK 28.79 per share (the "Offer ").

Dispatch of Offer Document and Target Company Statement

The Company today received from Sime Darby Plantation a dispatch notice in accordance with Rule 22(4) of the Takeovers Code 1998 of Papua New Guinea ("Takeovers Code "). 

The dispatch notice informs NBPOL that Sime Darby Plantation's Offer, together with NBPOL's Target Company Statement approved by NBPOL's Independent Board Committee, have been dispatched to NBPOL shareholders.  A copy of the Offer Document and the Target Company Statement can be downloaded at .

Independent Board Committee

For the purpose of evaluating and responding to the Offer, the Board of NBPOL established the Independent Board Committee. The Independent Board Committee is solely responsible for assessing the merits of the Offer and preparing the Target Company Statement.  The committee is comprised of Directors who are independent of NBPOL's major shareholder, Kulim (Malaysia) Berhad ("Kulim "), being Antonio Monteiro de Castro, Sir Joseph Tauvasa, Sir Brown Bai, Ernie Gangloff, Nicholas Thompson and Alan Chaytor.

Dato' Kamaruzzaman Abu Kassim and Ahamad Mohamad are Directors of NBPOL who are also directors in Kulim and, in recognition of the potential for actual or perceived conflicts of interest, have absented themselves from any deliberations with respect to any matters in relation to the Offer.  Neither of these Directors will make a recommendation in respect of the Offer and neither of these Directors has approved the Target Company Statement.

Independent Adviser's Report on the merits of the Offer

An independent report on the merits of the Offer has been prepared by BDO.  A summary of the Independent Adviser's Report is contained in the Target Company Statement.  A copy of the full Independent Adviser's Report is available on request from the Company.

THE INDEPENDENT ADVISER HAS CONCLUDED THAT, IN ITS VIEW, THE OFFER IS BOTH FAIR AND REASONABLE.

Independent Directors' recommendation in relation to the Offer

In assessing the merits of the Offer, the Independent Directors of NBPOL have assessed the level of cash consideration (with the assistance of the Independent Adviser's Report) and the other terms and conditions of the Offer, including the overall conditionality of the Offer and the stated future intentions of Sime Darby Plantation.

RECOMMENDATION

The Independent Directors of NBPOL have carefully assessed the merits of the Offer and, following this assessment, THE INDEPENDENT DIRECTORS UNANIMOUSLY RECOMMEND, IN THE ABSENCE OF A SUPERIOR PROPOSAL, THAT NBPOL SHAREHOLDERS ACCEPT THE OFFER . 

The reasons for this recommendation are set out more fully in the Target Company Statement.  In summary these are:

§ Offer is both fair and reasonable:   The Independent Adviser has concluded that, in its view, the Offer is both fair and reasonable.  The Offer Consideration of GBP 7.15 or PGK 28.79 cash per NBPOL share is within the Independent Adviser's fair market value range of GBP 7.00 and GBP 7.50 (or PGK 28.20 and 30.22) per NBPOL share.

§ Premium to current market price:   The Offer provides NBPOL shareholders with an opportunity to dispose of their holdings at a substantial premium to the market price for NBPOL shares immediately prior to the announcement of the Offer.

§ Full general offer:   The Offer is structured as a full general offer for 100% of the issued share capital of NBPOL in accordance with the Takeovers Code.   

§ Strong partner for NBPOL: Sime Darby Plantation is one of the world's leading integrated plantation groups and NBPOL will benefit significantly from having a strong, supportive partner to drive future expansion and growth in PNG and internationally. 

§ PNG Government support for transaction:   In relation to Rule 27A of the Takeovers Code, the PNG Prime Minister, Hon. Peter O'Neill MP, has written to Sime Darby Berhad ("Sime Darby ") (the ultimate parent company of Sime Darby Plantation) 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.

On 9 October 2014, Kulim released a statement to Bursa Malaysia detailing its response to Sime Darby Plantation's Offer.  Kulim's statement confirms that it intends to accept the Offer subject to: (i) there being no superior offer for Kulim's shares in NBPOL; and (ii) the approval of Kulim's shareholders in extraordinary general meeting for Kulim to dispose of its entire interest in NBPOL.

Key risks and other factors to consider include:

§ Risk of delisting from LSE and/or POMSoX:   If the Offer is declared unconditional in all respects and is accepted in respect of sufficient NBPOL shares, there is a risk that NBPOL may not satisfy the respective listing requirements, which may result in it being delisted from the London Stock Exchange ("LSE ") and/or the Port Moresby Stock Exchange ("POMSoX" ).  Even if NBPOL shares continue to be traded on POMSoX, the lack of trading liquidity on that exchange is likely to restrict the ability of NBPOL shareholders to realise their holdings in the Company in the future.

§ Conditionality of the Offer:   The Offer is subject to certain conditions which, if not satisfied or waived, would effectively allow Sime Darby Plantation to withdraw the Offer.

§ Relationship Agreement:   If Kulim disposes of all its NBPOL shares under the Offer or NBPOL is delisted from the LSE, the Relationship Agreement with Kulim (as controlling shareholder) will be automatically terminated and those NBPOL shareholders who choose not to accept the Offer will cease to have the benefit of the Relationship Agreement.

§ Potential changes to NBPOL's operations post-Offer:   A number of significant changes may be made to NBPOL and its business following the Offer, if successful, including changes to its business strategy and the composition of NBPOL's Board.  Sime Darby Plantation has not ruled out making such changes in the future.

Each Independent Director of NBPOL intends to ACCEPT the Offer in relation to those NBPOL shares held by them or in which they have a relevant interest, in the absence of a superior proposal.

Offer Timetable

The Offer will remain open until 5:00 pm (PNG time) or 1:00 pm (UK time) on 18 December 2014, unless it is extended or withdrawn.  Payment of the Offer consideration is expected to be made on 24 December 2014.  Please note, these dates are indicative only and may be changed as permitted by the Takeovers Code or the PNG Securities Commission.

If you are in any doubt as to how to act, it is recommended that you seek independent advice as soon as practicable.  This announcement should be read in conjunction with the full Target Company Statement and Offer Document which are being posted to NBPOL shareholders today. 

Enquiries:

Website:www.nbpol.com.pg

Notes to editors:

NBPOL is a large scale integrated industrial producer of sustainable palm oil in Australasia, headquartered in Papua New Guinea ('PNG'). It has over 79,800 hectares of planted oil palm estates, over 7,700 hectares of sugar cane and a further 9,200 hectares of grazing pasture; twelve oil mills; two refineries, one in PNG, and one in Liverpool, UK; and a seed production and plant breeding facility. The Company is listed on both the Main Market of the London Stock Exchange and on the Port Moresby Stock Exchange in PNG.

NBPOL is fully vertically integrated, producing its own seed (which it also sells globally), planting, cultivating and harvesting its own land, and processing and refining palm oil (both in PNG and the UK). It also contracts directly with its end customers in the EU and arranges shipping of its products.

NBPOL has high regard for the importance of its sustainability credentials. It has achieved 100% certification of all estates, mills and smallholders to the Roundtable on Sustainable Palm Oil ('RSPO') standard. NBPOL continues to be active in proving its performance through its certification to ISO 14001 and its close involvement with other innovative initiatives. The Company is a certified supplier of sustainable palm oil from its entire production base in PNG and Solomon Islands, under the RSPO guidelines.

Important Notice

A copy of this announcement will be available at www.nbpol.com.pg.  The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.  This announcement is for information purposes only.

The distribution of this document, in or into some jurisdictions, may be restricted by law or regulation.  Accordingly, persons who come into possession of this document should inform themselves of, and observe, those restrictions.

This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

This document contains forward looking statements, including statements of current intentions, statements of opinion and predictions as to possible future events.  Forward looking statements are not based on historical facts, but are based on NBPOL's current expectations of future results or events.  These forward looking statements are subject to known and unknown risks, uncertainties and assumptions which could cause actual results or events to differ materially from the expectations described in such forward looking statements.  Those risks, uncertainties, assumptions and other important factors are not all within the control of NBPOL and cannot be predicted by NBPOL.  While NBPOL believes that the expectations reflected in the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct.  Matters as yet not known to NBPOL or not currently considered material by NBPOL may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements.

None of NBPOL, its officers, any persons named in this document with their consent or any person involved in the preparation of this document makes any representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward looking statement or any outcomes expressed or implied in any forward looking statements.  Any forward looking statement contained in this document is qualified by this cautionary statement.

Subject to any continuing obligations under the laws of PNG, the LSE Listing Rules or the POMSoX Listing Rules, NBPOL and its officers disclaim any obligation or undertaking to disseminate after the date of this document any updates or revisions to any forward looking statements to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which such statements are based.

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