PROPOSED ACQUISITION OF PT PUKUN MANDIRI LESTARI
|PPB OIL PALMS BERHAD|
|Subject||PROPOSED ACQUISITION OF PT PUKUN MANDIRI LESTARI|
Contents :1. Introduction
- We wish to announce that Maxillion Pte Ltd (“Maxillion”), a wholly–owned subsidiary of PPB Oil Palms Berhad (“PPBOP” or “the Company”) has on 14 October 2005 agreed to acquire 95% equity interest in a company known as PT Pukun Mandiri Lestari (“Pukun”), comprising 950 shares of One Million Rupiah each for cash at par, equivalent to a total consideration of 950 Million Rupiah (USD93,781/-) (the “Proposed Acquisition”).
2. Details of the Proposed Acquisition
- Pukun is a limited liability company incorporated in Indonesia on 30 June 2004. The authorised share capital of Pukun is One Billion Rupiah comprising 1,000 shares of One Million Rupiah each, all of which have been issued and fully paid–up. Pukun proposes to develop up to 19,000 hectares of land in Seruyan Regency, Central Kalimantan into an oil palm plantation, subject to receipt of all relevant approvals for conversion of the land for agricultural production land use and issue of the relevant licences.
- The Proposed Acquisition is conditional on the approval of the Indonesian Investment Coordinating Board (BKPM) for the change in shareholding and conversion of Pukun to a foreign capital investment (PMA) company, and any other relevant government authorities.
The details of the vendors’ original investments in Pukun are as follows :
No. of shares
Date of issue of shares
Terms of issue
Cost of investment
30 June 2004
– ditto –
– ditto –
– ditto –
– ditto –
- There are no liabilities to be assumed by PPBOP or Maxillion arising from the Proposed Acquisition.
3. Rationale for the Proposed Acquisition
- The Proposed Acquisition is part of PPBOP’s long term objective to expand its oil palm operations in the region, taking advantage of suitable agricultural land and labour resources. The Pukun land would provide further economies of scale for the PPBOP Group’s oil palm operations in Central Kalimantan including the development of supporting infrastructure.
4. Financial Effects of the Proposed Acquisition
4.1 Share Capital
- The Proposed Acquisition will not have any effect on the share capital, shareholding structure nor substantial shareholders of PPBOP as the consideration for the acquisition of shares in Pukun will be satisfied in cash from internal resources.
- The Proposed Acquisition is not expected to have any material effect on the earnings and earnings per share of PPBOP Group for the current financial year ending 31 December 2005.
4.3 Net Tangible Assets
- The Proposed Acquisition will not have any material effect on the net tangible assets of PPBOP Group based on its latest audited consolidated balance sheet as at 31 December 2004.
5. Directors’ and Substantial Shareholders’ Interests
None of the Directors or major shareholders of PPBOP nor persons connected with them has any interest, direct or indirect, in the Proposed Acquisition.
6. Directors’ Opinion
The Board of Directors of PPBOP, having considered all aspects of the Proposed Acquisition, is of the opinion that the terms of the Proposed Acquisition are reasonable and that it is in the best interests of the Company and its shareholders.
|Company Name||PPB OIL PALMS BERHAD|
|Date Announced||14 Oct 2005|