Further details of the Proposed Acquisition are set out in the ensuing sections.

Transcription

1 Page 1 of 7 General Announcement Reference No MM Submitting Merchant Bank : AMMERCHANT BANK BERHAD (FORMERLY KNOWN AS ARAB- MALAYSIAN MERCHANT BANK BERHAD) Company Name : UNITED PLANTATIONS BERHAD Stock Name : UTDPLT Date Announced : 26/12/2003 Type Subject : Announcement : UNITED PLANTATIONS BERHAD ("UPB" OR THE "COMPANY") PROPOSED ACQUISITION OF A FREEHOLD PLANTATION LAND MEASURING APPROXIMATELY 7,138 ACRES HELD UNDER TITLE NO , LOT NO. 1899, MUKIM OF ULU BERNAM, DISTRICT OF ULU SELANGOR, STATE OF SELANGOR (KNOWN AS THE "LIMA BLAS ESTATE") FROM SOCFIN PLANTATIONS SDN BHD ("SPSB") FOR A CASH CONSIDERATION OF RM117,777,000. (HEREINAFTER REFERRED TO AS THE "PROPOSED ACQUISITION") Contents : 1. INTRODUCTION AmMerchant Bank Berhad ("AmMerchant Bank") on behalf of the Board of Directors of UPB ("Board"), wishes to announce that the Company and SPSB had on 26 December 2003 executed the Conditional Sale and Purchase Agreement ("Conditional SPA") for the proposed acquisition by UPB ("Purchaser") of Lima Blas Estate, being a freehold agricultural land measuring approximately 7,138 acres held under Title No , Lot No. 1899, Mukim of Ulu Bernam, District of Ulu Selangor, State of Selangor (the "Land") from SPSB ("Vendor") for a cash consideration of RM117,777,000 ("Purchase Consideration"). The Company has also on even date entered into a Stakeholder's Agreement with Messrs Shearn Delamore & Co ("Shearn") acting as stakeholder ("Stakeholder") and SPSB ("Stakeholder's Agreement") in relation to the 90% of the Purchase Consideration payable by the Purchaser to the Vendor pursuant to the terms of the Conditional SPA. The Company has further on even date entered into a Title Stakeholder's Agreement with Messrs Sidek Teoh Wong & Dennis acting as stakeholder ("Title Stakeholder") and SPSB ("Title Stakeholder's Agreement") in relation to the stakeholding of the original issue document of title to the Land ("Issue Document of Title") by the Title Stakeholder pursuant to the terms of the Conditional SPA. Further details of the Proposed Acquisition are set out in the ensuing sections. 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 Brief Information on the Land The Land consists of a freehold oil palm estate known as Lima Blas Estate, an oil palm mill which has a processing capacity of 30 metric ton of Oil Palm Fresh Fruit

2 Page 2 of 7 Bunches ("FFB") per hour, and other estate facilities and amenities. Approximately 93% of the total planted area in Lima Blas Estate is matured. The detailed profile of the oil palm estate is set out in Table 1 of this announcement. 2.2 Salient Terms of the Conditional SPA The salient terms of the Conditional SPA are as follows:- (i) The Vendor agrees to sell and the Purchaser agrees to purchase the Land on an "as is where is" basis without vacant possession for all category of land use and to all conditions expressed or implied in the document of title to the Land but otherwise free from encumbrances subject to the tenancies, rights of way, Tenaga Nasional Berhad rentis, agreements, acquisition and terms and conditions contained in the Conditional SPA; (ii) The Purchase Consideration will be paid entirely in cash by UPB in the following manner:- (a) 10% of the Purchase Consideration as deposit, payable in accordance to the terms in the Conditional SPA ("Deposit"); (b) the balance of 90% of the Purchase Consideration ("Balance Purchase Consideration") shall be payable on the date falling ten (10) weeks from the unconditional date, being the date of satisfaction of the last conditions precedent ("Unconditional Date") subject always that the date is the last business day of the month ("Completion Date"); (iii) All the relevant approvals (please refer to Section 7 of this announcement) ("Conditions Precedent") must be obtained/satisfied within six (6) months from the date of the Conditional SPA ("Conditions Period"). The Purchaser will be automatically granted an extension period of one (1) month from the expiry of the Conditions Period in order for the Purchaser to fulfill the Conditions Precedent ("Extended Conditions Period"). Upon expiry of the Extended Conditions Period, the Vendor may grant in its sole and absolute discretion and for such period and terms as the Vendor may deem fit provided that the Vendor received a written request for an extension fourteen (14) days before the expiry of the Extended Conditions Period; (iv) The Deposit or part thereof may be forfeited by the Vendor or refunded to the Purchaser under certain circumstances in accordance to the terms stipulated in the Conditional SPA; and (v) The Purchaser may claim for loss, damages, cost, etc which it may sustain by reason of any breach of the Vendor's warranties or obligations under the Conditional SPA. The Purchaser undertakes to indemnify the Vendor against all loss, damages, cost, etc which the vendor may sustain by reason of any breach of the Purchaser's warranties or obligations under the Conditional SPA.

3 Page 3 of Salient Terms of the Stakeholder's Agreement (i) Upon execution of the Stakeholder's Agreement, the Purchaser shall have deposited the Balance Purchase Consideration with the Stakeholder at the Stakeholder's client's account; (ii) The Vendor shall inform the Stakeholder the Completion Date within fourteen (14) days from the Unconditional Date. The Vendor's notice to the Stakeholder informing the Stakeholder of the date of the Completion Date shall be conclusive and binding on the Stakeholder; (iii) The Stakeholder undertakes to the Vendor that on the Completion Date, the Stakeholder shall on or before 11 a.m. channel via telegraphic transfer the Balance Purchase Consideration to the Vendor's bank account; and (iv) The Stakeholder's obligations in this agreement shall be suspended in the event that the Vendor is in breach of a material term or condition of the Conditional SPA and fails to rectify such breach within a reasonable period of time. 2.4 Salient Terms of the Title Stakeholder's Agreement (i) The Title Stakeholder undertake that it shall within two (2) business days from the date of the Vendor's receipt of the full Balance Purchase Consideration on the Completion Date on or before 11 a.m. release the Issue Document of Title to the Purchaser's solicitors, Shearn; and (ii) The Title Stakeholder's obligations in this agreement shall be suspended in the event that the Purchaser is in breach of a material term or condition of the Conditional SPA and fails to rectify such breach within a reasonable period of time (save for the breach for non-payment of the Balance Purchase Consideration). 2.5 Basis in Arriving at the Purchase Consideration and Source of Funding The Purchase Consideration was determined on a willing-buyer willing-seller basis after taking into consideration the potential cash flow and future earnings of the Lima Blas Estate. The Purchase Consideration will be financed by internally generated funds. 2.6 Brief Information on Vendor SPSB was incorporated in Malaysia under the Companies Act, 1965 on 30 March 1983 as a private limited company under the name of Plantations Des Terres Rouges (Malaysia) Sdn Bhd. It assumed its present name on 20 March 1998.

4 Page 4 of 7 SPSB's present authorised share capital is RM10,000,000 divided into 10,000,000 ordinary shares of RM1.00 each of which 6,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up and the balance of 4,000,000 ordinary shares of RM1.00 each have been issued and partly paid. SPSB is principally involved in oil palm cultivation and processing. 3. RATIONALE FOR THE PROPOSED ACQUISITION The cultivation of oil palm is the core business of UPB Group. The UPB Group presently has a total plantation land bank of about 37,943 hectares located in Malaysia. The Proposed Acquisition would enable UPB to further increase its oil palm plantation area to approximately 40,832 hectares and is consistent with UPB's long-term objective to expand its oil palm operations. The additional plantation site/business provides an avenue for the UPB Group to enhance its earnings profile and to increase its shareholders' value. The Board of UPB has identified the Lima Blas Estate as an appropriate and strategic investment, which will enable the UPB Group to increase its shareholders' value as well as providing intra-group synergies and cost benefit advantages. 4. RISK FACTORS The Board does not foresee any material risk pursuant to the Proposed Acquisition except for the inherent risk factors associated with the plantation industry for which the UPB Group is already involved in, such as changes in weather condition which may affect fresh fruit bunches production, fluctuations in palm oil prices, pest and diseases and availability of labour. However, as UPB Group has existing estate operations and is also exposed to similar risks, the above risks will be addressed as part of UPB Group's ordinary course of business. 5. PROSPECTS OF THE LAND The oil palm estate is expected to contribute strong FFB production to the UPB Group as a large portion (approximately 85%) of the planted estate is matured with prime palms. In addition, approximately 15% of the planted estate is of young age profile 5 years and below and thus is expected to increase the production yields of crude palm oil in the near future once the immature planting reach maturity and the young palms attain prime age. The Land is located at the vicinity of the UPB Group's estates in the State of Selangor, especially, amongst others, Changkat Mentri Estate and Ulu Basir Estate. As such, the Proposed Acquisition will lead to further economies of scale in

5 Page 5 of 7 UPB Group's plantation business. 6. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION 6.1 Share Capital The Proposed Acquisition will not have any effect on the share capital of the Company as it will be fully satisfied by cash. 6.2 Earnings The Proposed Acquisition will not have any effect on the earnings of the UPB Group for the financial year ending 31 December 2003 as it is expected to be completed in the second half of The Proposed Acquisition is expected to contribute positively to the future earnings of the UPB Group. 6.3 Net Tangible Assets ("NTA") The Proposed Acquisition is not expected to have any effect on the NTA of the UPB Group. 6.4 Substantial Shareholders' Shareholdings The Proposed Acquisition will not have any effect on the substantial shareholders' shareholdings structure as it will be fully satisfied by cash. 7. APPROVALS REQUIRED The Proposed Acquisition is conditional upon the following approvals being obtained:- (i) the Foreign Investment Committee; (ii) the Estate Land Board for the transfer of the Land from the Vendor to the Purchaser; and (iii) any other relevant approval, if necessary. 8. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST None of the Directors or substantial shareholders of UPB or persons connected to the Directors or substantial shareholders of UPB have any interest, direct or

6 Page 6 of 7 indirect, in the Proposed Acquisition. 9. STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors of UPB is of the opinion that the Proposed Acquisition will be in the best and long-term interest of the Company. 10. ADVISER AmMerchant Bank has been appointed as the Adviser to UPB for the Proposed Acquisition. 11. DEPARTURE FROM THE SC'S GUIDELINES The Board of Directors of UPB is not aware of any departure from the Policies and Guidelines on Issue/Offer of Securities issued by the SC, in respect of the Proposed Acquisition. 12. ESTIMATED TIMEFRAME FOR COMPLETION Barring unforeseen circumstances, the Board of Directors of UPB expects the Proposed Acquisition to be completed by the second half of DOCUMENTS FOR INSPECTION The Conditional SPA may be inspected at the registered office of UPB at Jenderata Estate, Teluk Intan, Perak Darul Ridzuan, Malaysia from Monday to Friday (except public holidays) during normal business hours for a period of three (3) months from the date of this announcement. This announcement is dated 26 December Table 1 The profile of the oil palm estate is as follows:-

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