Shareholder wants out

 New Britain Palm Oil Ltd’s (NBPOL) major shareholder Kulim (Malaysia) Berhad is proposing to divest its 48.97% stake in the PNG company.

NBPOL last Thursday received written correspondence from Kulim’s legal advisers informing the company of its desire to divest its entire equity interest in NBPOL.

Kulim further advised that they had completed a selection process and – based on interest received from their prospective purchasers – Kulim’s board of directors had selected Sime Darby as the preferred bidder.

However, NBPOL stated in an announcement that it was yet to receive any direct proposal from Sime Darby or any other party with respect to the proposed acquisition of Kulim’s equity stake.

NBPOL said it had not been informed as to the proposed terms of transaction between Kulim and Sime Darby (including indicative price offered by Sime Darby), nor was it known whether such transaction would result in a change of control of NBPOL or a formal takeover offer for all or part of its (NBPOL) issued share capital.

As noted by NBPOL’s board previously, the oil palm company was subject to provisions of 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 NBPOL 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 company directors with their recommendation to shareholders in relation to the proposed acquisition or offer.

NBPOL had appointed law firm Ashurst PNG as the legal counsel to the company while accounting firm BDO had been appointed as the independent adviser.

The board intends to establish an independent committee to ensure the best possible outcome is obtained for all shareholders and to ensure compliance by the company with its obligations under PNG Codes.