"The offers are such that CCPLC and BDPLC agree to purchase all issued shares of the MPCs, i.e. the minority shareholdings not already owned by CCPLC, BDPLC or Goodhope Asia Holdings Limited (GAHL), the plantation sector investments holdings company of the Carson group incorporated in Singgapore" Carson group said in a Stock Exchange filing.
CCPLC and BDPLC currently hold 52.79 and 35.9 percent of issued shares of GAHL respectively and together own 88 percent of GAHL. CCPLC and BDPLC together with GAHL hold 75-88 percent of the four MPCs through GAHL.
The Carson group expects to pay the shareholders of the 4 MPCs who would agree to surrender to the offer with the shares of CCPLC and BDPLC.
"CCPLC would offer 60% of the consideration by the way of BDPLC shares held by CCPLC, and 40% of the consideration would be offered by BDPLC by the way of CCPLC shares held by BDPLC" the filing said.
However, the value of any fractional allotment of shares of CCPLC and BDPLC to shareholders of the MPCs, would be settled in cash.
For this purpose , shares of MPCs, CCPLC and BDPLC are priced, based on the Volume Weighted Average Price (VWAP) during the month of February 2011.
The offer price for Selinsing shares is Rs.1099 while Rs.1421 is offered for Indo-Maly shares. The price offered for Goodhope shares was Rs. 1186 while Shalimar shares were priced at Rs.887. The estimated share price of CCPLC was Rs.662 and for Buckit it was Rs.1203.
The filing said, in determining the offer prices, various valuation methodologies (VWAP, Net Asset Value, Earnings based value and Discounted Cash flow based value) were considered.
"The selected offer prices are the highest prices for the MPCs based on the different valuation methodologies considered above" it noted.
The filing further said, in the event CCPLC and BDPLC receive the expected level of acceptances, it is likely that the MPCs will consider delisting.
Following the restructuring, Carson group expects to expand its plantation business via GAHL.
"GAHL owns and manages over 80,000 hectares of palm oil plantation in Indonesia and Malaysia, through which it is able to generate economies of scale, operational efficiencies and cost competitiveness. It has plans to further increase its plantation operations both within and outside Indonesia and Malaysia" the filing said.
Agro Asia Pacific Limited, a unit of GAHL, which in turn a group company of Carson group has recently offered to fully acquire Arani Agro Oil Industries, Premium Vegetable Oils Sdn Bhd and Premium Fats Sdn Bhd for RM 117.95 million from Premium Nutrients Bhd.
source - www.dailymirror.lk
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