ACQUISITION OF MINORITY INTEREST AND ISSUE OF NEW SHARES
On 30 April 2010, the Company announced the completion of its acquisition of 80 per cent. of the shares in CTP (PNG) Limited (now renamed Kula Palm Oil Limited ("KPOL")). On 25 April 2012, the Company announced the completion of the acquisition of the remaining 20 per cent. holding in KPOL from the Independent Public Business Corporation of Papua New Guinea.
The Company has now acquired the remaining 18.7 per cent. in Poliamba Limited, the only subsidiary of KPOL, from the New Ireland Development Corporation ("NIDC") (the "Acquisition"). The background to and reasons for the Acquisition is described more fully in the announcement made on 9 January 2012.
As consideration for the Acquisition, the Company has issued 710,957 new ordinary shares in the capital of the Company to NIDC (the "New Shares").
In addition, the Company has also issued 1,000,000 new ordinary shares in the capital of the Company to New Britain Nominees Limited ("Nominees Shares"). The background to and reasons for this is again described more fully in the announcement made on 9 January 2012.
The New Shares and the Nominees Shares were issued pursuant to an authority granted at the general meeting of the Company held on 30 January 2012.
Total Voting Rights
Following the issue of the New Shares and the Nominees Shares, the Company's capital consists of 150,048,104 ordinary shares. The total number of voting rights in the Company is 150,048,104. Each share has identical voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FSA's Disclosure and Transparency Rules.
NBPOL is a large scale integrated industrial producer of sustainable palm oil in Australasia, headquartered in Papua New Guinea ('PNG'). It has over 78,000 hectares of planted oil palm estates, over 7,700 hectares of sugar cane and a further 9,200 hectares of grazing pasture, (some of which will be converted to oil palm); twelve oil mills; two refineries, one in PNG and one in Liverpool, UK; and a seed production and plant breeding facility. The Company is listed on both the Main Market of the London Stock Exchange and on the Port Moresby Stock Exchange in PNG.
NBPOL is fully vertically integrated, producing its own seed (which it also sells globally), planting, cultivating and harvesting its own land, and processing and refining palm oil (both in PNG and the UK). It also contracts directly with its end customers in the EU and arranges shipping of its products.
NBPOL has high regard for the importance of its sustainability credentials and is active in proving its performance through its certification to ISO 14001 and its close involvement and support of the Roundtable on Sustainable Palm Oil ('RSPO'). The Company is a certified supplier of sustainable palm oil from its entire production base in West New Britain Province in PNG, at RAIL in PNG, and from its entire Solomon Islands estate, under RSPO guidelines.
In September 2011, the World Economic Forum ("WEF") identified NBPOL as one of 16 out of a study of 1,000 companies from across the developing world that are best showing how to grow profits at the same time as actively tackling environmental and social challenges. Describing NBPOL, the WEF report says that "the company has developed new ways to engage small farmers, who provide one-third of the company's supply. These close ties have not only helped to reduce poverty, but also enable the company to develop one of the world's first fully traceable palm oil supply chains."
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