The National,Friday13January 2012
THE New Britain Palm Oil Ltd board has announced its intention to dis-apply pre-emption rights for a potential new issue of shares of up to a maximum of 5% of the current issued share capital.
But first, its shareholders need to agree on that.
Pursuant to the PNG Companies Act and the company’s constitution, obtaining the proposed authority is subject to approval being received from not less than 75% of the shareholders who vote at a general meeting, in person or by proxy.
Details of the proposed authority, including the reasons for seeking it and the procedure for voting, are contained in a circular to be posted to shareholders (and holders of depositary interests representing shares) this week, the board said.
It is also available online.
The circular also notified the shareholders of a general meeting to approve the proposed authority at the end of this month in London.
In 2010, NBPOL acquired 80% of shares in CTP (PNG) Ltd, now Kula Palm Oil Ltd (“KPOL”), who then held 81.3% of Poliamba Ltd.
Poliamba’s 18.7%, the minority interests, were held by the Independent Public Business Corp and the New Ireland Development Corp (NIDC), which NBPOL would like to acquire should shareholders allow.
The board expected that the consideration for each of the minority interests to be acquired would be at an equivalent valuation to that announced in April 2010, pro-rated accordingly.
It will be satisfied by the issue of new shares in the company, the board said.
The acquisition would give NBPOL full ownership of KPOL and its subsidiaries for an equivalent valuation.
In addition, the directors also intended to issue some or all of the new shares in the company pursuant to the proposed authority, which were not issued to effect the acquisitions, to New Britain Nominees Ltd, 100%-owned subsidiary of NBPOL.
These shares would be issued for cash consideration and would be held in trust for the purposes of transfer to PNG landowners as part consideration for both imminent and future acquisitions of land (or interests in land) by NBPOL.
This represented the continuation of a long-term established process of land acquisition.
NBPOL is a large scale integrated industrial producer of sustainable palm oil with more than 75,000ha of planted oil palm estates, a further 5,000ha under preparation for oil palm, more than 8,000ha of sugar cane and a further 9,500ha of grazing pasture (some of which will be converted to oil palm in due course).
The company owns 11 oil mills, two refineries – one in PNG and one in Liverpool, UK – and a seed production and plant breeding facility.