LONDON (Alliance News) - New Britain Palm Oil Ltd Thursday said its largest shareholder, Kulim (Malaysia) Berhad, had told it that it will sell its entire 48.97% stake in the company, and Kulim had picked another Malaysian company, Sime Darby Berhad, as its preferred bidder for the stake.
New Britain Palm Oil said it was unaware of the terms of the proposed deal, but reassured other shareholders that a deal could only be done if approved by those holders in a vote and that if any takeover offer is made, then that offer is open to the other shareholders.
"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," it said in a statement.
New Britain Palm Oil had put out a statement last month saying it was unable to comment on press reports that Kulim Berhad was in talks to sell its stake.
Last year, Kulim Berhad's attempt to take a bigger stake in the company failed after the takeover regulator in Papua New Guinea ruled it was against the country's national interests. The country's government had just brought in new rules preventing takeovers deemed not to be in the country's national interest.
Kulim Berhad had wanted to increase its stake to 69%, and its offer had been widely accepted by shareholders until the deal was blocked by the National Court of Papua New Guinea.
Under Papua New Guinea takeover regulations, New Britain Palm Oil must now provide its shareholders with a report prepared by an independent adviser as to the merits of the proposed acquisition or offer, and a statement from the company's directors with their recommendation to shareholders in relation to the proposed acquisition or offer.
New Britain Palm Oil said it has appointed law firm Ashurst PNG as its legal counsel and accounting firm BDO as the independent adviser.
It said it also intends to establish an independent board committee "to ensure that the best possible outcome is obtained for all shareholders" and to ensure compliance with the takeover rules.
Malaysian investment company Kulim Berhad currently has two directors on New Britain Palm Oil's board.
Sime Darby is a Malaysia-based, listed conglomerate involved in plantations, property, industrial, motors and energy and utilities. On its website, it says it is one of the world's largest listed palm oil companies, producing about 2.47 million tonnes, or 5% of the world's crude palm oil output annually.
New Britain Palm Oil has palm oil and sugar plantations in Australasia, and has two refineries, one in Papua New Guinea and the other in the UK. It is headquartered in Papua New Guinea and listed on the Port Moresby Stock Exchange as well as the London Stock Exchange, hence it falls under Papua New Guinea takeover rules.
Its shares were down 1.7% at 511.00 pence Thursday.