Company Name

:

SIME DARBY BERHAD
Stock Name

:

SIME  
Date Announced

:

25/01/2012


Type

:

Announcement
Subject

:


Description

:

Acquisition of 95% equity in PT Indo Sukses Lestari Makmur
(Announcement pursuant to Chapter 9.19 (23) of Bursa Malaysia Securities Berhad Main Market Listing Requirements)

Announcement Details/Table Section :

1. Introduction

Sime Darby Berhad ("Sime Darby") wishes to announce that its indirect wholly-owned subsidiary, PT Minamas Gemilang, a limited liability company incorporated under the law of the Republic of Indonesia had, on 21 January 2012, entered into a conditional Share Sale and Purchase Agreement (the "Agreement") to acquire 3,800 ordinary shares of Indonesian Rupiah 1,000,000 each in PT Indo Sukses Lestari Makmur ("PT Indo Sukses") from SLT Capital Pte Ltd (3,500 shares) and PT Entete Mining (300 shares) (hereinafter referred to as the "Sellers"), representing 95% of the total issued and paid-up shares of PT Indo Sukses ("Proposed Acquisition").

2. Information on PT Indo Sukses

2.1 PT Indo Sukses was incorporated in Indonesia on 23 April 2008 and is principally involved in the forestry business which includes the development of industrial plant forest and rubber tapping.

2.2 PT Indo Sukses is in the process of obtaining the Timber Forest Product Exploitation Business License ("IUPHHK License") from the Ministry of Forestry ("MOF") over approximately 10,000 hectares of concession area on the industrial plant area for rubber forest located in East Belitung Regency, Bangka Belitung Province, Indonesia. PT Indo Sukses has obtained the Second Instruction Letter from MOF for the preparation of the working area map ("WA"). The issuance of the IUPHHK License is now pending review of the WA by the Directorate General of Forestry Products Development.

3. Purchase Price

The consideration for the Proposed Acquisition shall be the cash sum of USD4.356 million ("Purchase Price") which will be paid in full into an escrow account on Completion (as defined under paragraph 4.2 below) of the Proposed Acquisition. The Purchase Price was arrived at fair market value and will be funded through internally generated funds.

4. Salient Terms of the Agreement

(a) The corporate approval required pursuant to the constitutional documents of PT Indo Sukses, PT Minamas Gemilang, SLT Capital Pte Ltd and PT Entete Mining.

(b) The approval from the following local authorities:
(i) The Ministry of Law and Human Rights (formerly the Department of Justice, the Department of Laws and Regulations, and the Department of Justice and Human Rights, and the Department of Laws and Human Rights) of the Government of the Republic of Indonesia.

(ii) The Indonesian Capital Investment Coordinating Board or its successor.

(iii) The Indonesian Business Competition Supervisory Board or its successor.
4.2 Upon completion of all the conditions precedent stipulated in the Agreement ("Completion"), PT Minamas Gemilang will become the substantial shareholder of PT Indo Sukses.

4.3 The release of the Purchase Price to the Sellers is conditional upon satisfaction of the conditions subsequent which include, amongst others, PT Indo Sukses obtaining the IUPHHK License from MOF.

4.4 Should the conditions subsequent remain unsatisfied or become impossible to satisfy no later than 2 months after Completion or any later date as agreed by all parties, the Sellers have agreed to buy back all the shares held by PT Minamas Gemilang in PT Indo Sukses at the Purchase Price or the new purchase price to be calculated based on the final hectarage as stated in the IUPHHK License.

5. Expected Completion
The Proposed Acquisition is expected to be completed within 2 months from the date of the execution of the Agreement or any later date as agreed by all parties.

6. Financial Effects
The Proposed Acquisition of PT Indo Sukses will not have a material effect on the earnings or net assets of the Sime Darby Group for the financial year ending 30 June 2012.

7. Interest of Directors and Substantial Shareholders

None of the Directors or substantial shareholders of Sime Darby or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition.

This announcement is dated 25 January 2012.