New Britain Palm Oil : Proposed divestment of Kulim's equity interest

31 July 2014

New Britain Palm Oil Limited

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

PROPOSED DIVESTMENT OF KULIM (MALAYSIA) BERHAD'S

ENTIRE EQUITY INTEREST IN NEW BRITAIN PALM OIL LIMITED

New Britain Palm Oil Limited (LSE: NBPO; POMSoX: NBO), one of the world's largest fully integrated producers of sustainable palm oil, announces the following information regarding the proposed divestment by its major shareholder, Kulim (Malaysia) Berhad ("Kulim"), of its 48.97% stake in NBPOL.

The Company today 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.

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."

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