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.