Asset Acquisitions and Disposals::Acquisition and Subscription of Shares
Issuer & Securities
GOLDEN AGRI-RESOURCES LTD
GOLDEN AGRI-RESOURCES LTD - MU0117U00026 - E5H
Asset Acquisitions and Disposals
Date &Time of Broadcast
Announcement Sub Title
Acquisition and Subscription of Shares
Submitted By (Co./ Ind. Name)
Kimberley Lye Chor Mei
Director, Corporate Secretarial
Description (Please provide a detailed description of the event in the box below)
The Board of Directors of Golden Agri-Resources Ltd ("GAR" and together with its subsidiaries, the "Group") wishes to announce that Golden Agri International India Holding Pte. Ltd. ("GAIIH"), a wholly-owned subsidiary of the Group, has entered into a share purchase agreement for the acquisition of an aggregate of 5,372,251 equity shares having a face value of INR10 each ("Equity Shares"), fully paid, representing 71.63% of the total equity shareholding in Gemini Edibles & Fats India Private Limited ("GEFI") (the "Acquisition").
GEFI is a private limited company incorporated in India, and is engaged in the business of trading, manufacturing and marketing of edible oils and fats. Its current product portfolio primarily comprises refined sunflower oil, refined palmolien, refined palm oil, bakery fats and vanaspati, and are marketed under "FirstKlass", "Freedom" and "GEF Magik Food Services". GEFI has a plant at Krishnapatnam with a refining capacity of 900 MT per day, and a refinery at Kakinada with a capacity of 150 MT per day.
The Acquisition provides the opportunity for the Group to participate in the high growth branded cooking oils and specialty fats industries in India, with India being one of the major consumers of edible oil globally, which is in line with the Group's strategy to extend its distribution and processing reach to key consuming countries ("Rationale").
Subsequent to the Acquisition, GAIIH has entered into an agreement whereby, pursuant to a preferential allotment by GEFI, GAIIH shall subscribe for 1,019,341 additional new fully paid Equity Shares in GEFI, which will result in GAIIH increasing its equity shareholding in GEFI to 75.02%.
The total consideration for the Acquisition was USD25,614,890 (the "Consideration") and fully settled in cash from internal resources.
The Consideration was determined on willing buyer willing seller basis after arms' length negotiations, after taking into consideration, inter alia, the Rationale and business prospects of GEFI. The book value of GEFI's fixed assets as at 31 March 2014 is approximately INR1.3 billion (approximately USD20.8 million).
Following the Acquisition, GEFI will be a subsidiary of the Group.
By Order of the Board
GOLDEN AGRI-RESOURCES LTD
Rafael Buhay Concepcion, Jr.
12 November 2014
Note: The amount in USD equivalent using the exchange rate as at 3 November 2014 of INR1 = USD0.016.