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BackSep 06, 2011
Type Announcement
Subject OTHERS
Description RIMBUNAN SAWIT BERHAD (“RSB” OR “COMPANY”)
- ACQUISITIONS

(Unless otherwise stated, definitions or terms used herein shall have the same meanings as that provided in the announcement of RSB dated 30 December 2009 in relation to the Acquisitions)

We refer to the announcement dated 30 December 2009 in relation to the Acquisitions which were completed on 8 October 2010.

The Board of Directors of RSB wishes to announce that the Company had on 6 September 2011 entered into six (6) separate deeds of adherence (“Deed(s)”), in relation to the acquisition of Splendid, Biawak, Ekang, Lundu, Selangau and Ulu Teru, which forms part of the completed Acquisitions, as tabled below:-

Deed Parties of the Deed Which is Supplemental to the following joint venture agreements (“JVA”) :-
Deed 1
(for the acquisition of Splendid)
RSB, LCDA and Splendid
    JVA dated 13.05.1999
Deed 2
(for the acquisition of Biawak)
RSB, Pelita Holdings, LAKMNS and Biawak
    JVA dated 8.08.2002
Deed 3
(for the acquisition of Ekang)
RSB, Pelita Holdings and Ekang
    JVA dated 11.08.2005
Deed 4
(for the acquisition of Lundu)
RSB, Pelita Holdings and Lundu
    JVA dated 30.07.1998
Deed 5
(for the acquisition of Selangau)
RSB, Pelita Holdings and Selangau
    JVA dated 25.04.2001
Deed 6
(for the acquisition of Ulu Teru)
RSB, Pelita Holdings and Ulu Teru
    JVA dated 30.09.2003

Background of the Deeds and JVAs

Pursuant to the Deeds, RSB, which following the Acquisitions hold interests in Splendid, Biawak, Ekang, Lundu, Selangau and Ulu Teru, shall observe and be bound by all the terms of the above-mentioned JVAs, which are capable of applying to RSB and which have not been performed at the date of the Deeds.

The JVAs were entered into by the parties for the purpose of forming joint venture corporations (“JVC”), namely Splendid, Biawak, Ekang, Lundu, Selangau and Ulu Teru, for the development of oil palm plantations together with ancillary facilities and services.

Subsequent to the transfer of equity interests in the JVCs to RSB pursuant to the Acquisitions, RSB is required to enter into the Deeds, in place of PJP and Ladang Hijau, being vendors of the JVCs pursuant to the Acqusitions, in accordance to the terms of the JVAs.

Salient terms of the JVAs

Pursuant to the JVAs, Pelita Holdings and LCDA shall, amongst other obligations, undertake to procure the alienation of the lands held under the JVCs for the purpose of developing them into oil palm plantations, subject to the terms which may be imposed by the Sarawak Government, under the Sarawak Land Code.

Under the JVAs, the vendors of the JVCs pursuant to the Acquisitions (i.e PJP and Ladang Hijau) shall, amongst other obligations, provide assistance to the JVCs as may be necessary and including but not limiting to the sourcing of funds for the development of the lands into oil palm plantations.

PJP and Ladang Hijau shall also ensure that Pelita Holdings and/or LAKMNS or its nominees in the JVCs shall not be required to give any letter of comfort and guarantees or otherwise in the sourcing of funds for the development of the land into oil plam plantations.

Financial Effects

The execution by RSB of the Deeds will not have any effects on the share capital, substantial shareholders’ shareholdings, earnings, net tangible assets and gearing of the Company.

Approvals Required

The execution by RSB of the Deeds does not require any approval from the regulatory authorities or any other parties.

Directors’ Statement

After taking into consideration of all aspects of the Deeds and agreements, the Board of RSB is of the opinion that the execution of the Deeds are fair and reasonable and are in the best interest of the Company.

Directors’ and Major Shareholders’ Interests

None of the Directors and major shareholders of RSB or any other persons connected with them have any interest, direct or indirect, in the execution of the Deeds.

Documents Available for Inspection

The Deeds and the relevant JVAs are available for inspection at the registered office of RSB situated at No. 85-86, Pusat Suria Permata, Jalan Upper Lanang 12A, 96000 Sibu, Sarawak, during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.

This announcement is dated 6 September 2011.

 


Announcement Info

Company Name RIMBUNAN SAWIT BERHAD  
Stock Name RSAWIT    
Date Announced 6 Sept 2011  
Category General Announcement
Reference No CC-110906-59273