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PSE Disclosure Form 5-1 –Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
DISCLOSURE
Substantial Acquisitions
Subject of the Disclosure Pilmico International Pte. Ltd. (“Pilmico Intl.”) Acquires Majority Stake in Gold Coin Management Holdings Limited (“Gold Coin”)
Background/Description of the Disclosure
Acquisition of 75% equity interest in Gold Coin by Pilmico Intl., a wholly owned subsidiary of Aboitiz Equity Ventures, Inc. (“AEV”), through its Singapore-based holding entity AEV International Pte. Ltd.
Date of Approval by the Board of Directors June 20, 2018
Date of Approval by the Stockholders Not applicable
Other Relevant Regulatory Agency, if applicable Not applicable
Date of Approval by the Relevant Regulatory Agency, if applicable
Not applicable
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
To expand the Aboitiz Group’s animal feeds business within the Asian region
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
Pilmico Intl. emerged as the preferred bidder in the competitive bid process for the acquisition of Gold Coin shares from Golden Springs Group, Ltd. (“GSG”). Terms of purchase are subject to a Share Purchase Agreement between Pilmico Intl. and GSG
Identities of the parties to the transaction (add rows as may be necessary)
Name Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of
their affiliates
Pilmico International Pte. Ltd. Holding Indirect wholly owned subsidiary
Golden Springs Group Limited
Holding
None
Terms and Conditions of the Transaction
The nature and amount of consideration given (e.g. price per share, the aggregate amount)
Total Cash Consideration: USD 333,807,804.27
Basis upon which the amount of consideration or value of the transaction was determined
The consideration is based on an enterprise value of USD 412.5 million, which is equivalent to 75% of total enterprise value of USD 550 million. After deducting net debt (debt less cash and short-term investments), the final cash consideration for 75% of equity interest in Gold Coin is USD 333.8 million.
Number of shares to be acquired 75
Ratio/Percentage to total outstanding capital stock
75%
PSE Disclosure Form 5-1 –Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Terms of payment One time lump sum payment at closing
Conditions precedent to closing of the transaction, if any
Customary conditions precedent
Description of the company subject of the transaction
Nature of business Animal feeds manufacturing
Discussion of major projects and investments
Gold Coin is engaged in the business of animal feeds manufacturing, which it carries out through various subsidiaries operating 20 feed mills situated in 11 countries in the Asia Pacific.
List of subsidiaries and affiliates, with percentage holdings (add rows as may be necessary)
Name % Ownership
Gold Coin Services Singapore Pte Limited 100%
Comfez Pte Limited 100%
APAC Commodities Pte Limited 100%
FEZ Animal Nutrition Pte Limited 100%
Syaqua Singapore Pte Limited (“SYSG”) 100%
Gold Coin Feedmill (Dongguan) Company Limited 100%
Gold Coin Feedmill (Zhuhai) Company Limited 100%
Gold Coin Feedmill (Zhangzhou) Company Limited 100%
Gold Coin Feedmill (Kunming) Company Limited 100%
Gold Coin Feedmill (ZhangJiang) Company Limited 100%
Gold Coin Feedmill (Shenzhen) Company Limited 100%
Gold Coin Malaysia Group Sdn Bhd (“GCMG”) 70%
Gold Coin Sarawak Sdn Bhd 72.8%
Bintawa Fishmeal Factory Sdn Bhd 72.8%
Gold Coin Feedmill (Malaysia) Sdn Bhd 100%
Gold Coin Feedmill (Sabah) Sdn Bhd 100%
Golden Livestock Sdn Bhd 100%
Gold Coin Specialties Sdn Bhd 70%
Gold Coin Sabah Sdn Bhd 100%
Gold Coin Holdings Sdn Bhd 100%
P.T. Gold Coin Indonesia 100%
P.T. Gold Coin Specialties 99.9%
P.T. Ayam Unggul 60%
PSE Disclosure Form 5-1 –Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
P.T. Gold Coin Trading Indonesia 100%
Gold Coin Feedmill (Dong Nai) Company Limited 100%
American Feeds Company 100%
Gold Coin Feedmill Ha Nam Company Limited 100%
Gold Coin Specialties (Thailand) Company Limited 99.9%
KLEAN Greentech Company Limited 80%
Gold Coin Feed Mills (Lanka) Limited 60%
Comfez Limited 100%
Gold Coin Group Limited 100%
GC Investments Holdings Limited 100%
SYA Holdings (Hong Kong) Limited 100%
Gold Coin Management Holdings Limited 100%
Syaqua Group Incorporated 100%
Myanmar Gold Coin International Company Limited 100%
FEZ Animal Nutrition Pakistan (Private) Limited 100%
FEZ Animal Nutrition (Malaysia) Sdn. Bhd. 100%
Capital Structure
Authorized Capital Stock (add rows as may be necessary)
Type of Security Amount Number of Shares
Shares of stock 50,000 50,000
Subscribed Shares (add rows as may be necessary)
Type of Security Amount Number of Shares
Shares of stock 100 USD 100
Paid up Capital
Amount Number of Shares
100 USD 100
Issued Shares (add rows as may be necessary)
Type of security Amount Number of Shares
Shares of stock 100 USD 100
Outstanding Shares (add rows as may be necessary)
Type of security Amount Number of Shares
Shares of stock 100 USD 100
Par Value(add rows as may be necessary)
Type of Security Amount
Shares of stock USD 1.00
Ownership Structure (including percentage holdings) (add rows as may be necessary)
Name Number of Shares % Ownership
Golden Springs Group, Ltd. 100 100%
Board of Directors(add rows as may be necessary)
Name (Regular or Independent)
Peter Zuellig Regular
PSE Disclosure Form 5-1 –Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Markus Hans Haefeli Regular
Principal Officers (add rows as may be necessary)
Name Position/Designation
Gerald Wilflingseder Gordon Emslie Jean Claude Baur Richard Morgan James Ong Pierre Lemoine Lynn Tan Kong Chin Loh Xae Hoyy Ong Kar Ching Tan Kok Kuang Ha Van Minh Bruce Hillier Luon Tan
Group Chief Executive Officer Group Chief Finance Officer Group Development Director and Interim Country Manager - Indonesia Animal Health & Specialty Nutrition Director Nutrition and Research & Development Director Group Purchasing Director Veterinary Healthcare Services Group Manager Group Human Resource Director Group Legal Country Manager – China Country Manager – Malaysia Country Manager – Vietnam General Manager – Sri Lanka Country Manager – Thailand
Effect (s) on the business, financial condition and operations of the Issuer, if any
Expansion of the the Aboitiz Group’s animal feeds business within Asian region
Other relevant Information
1. Ownership percentages reflected for Gold Coin Sarawak
Sdn Bhd, Bintawa Fishmeal Factory Sdn Bhd, Gold Coin Feedmill (Malaysia) Sdn Bhd, Gold Coin Feedmill (Sabah) Sdn Bhd, and Golden Livestock Sdn Bhd (collectively, the “Malaysia Affiliates”) pertain to ownership percentages of GCMG. Gold Coin holds beneficial ownership over each of the Malaysia Affiliates through GCMG.
2. Attached is the 2017 annual financial statement of Gold
Coin.
3. Attached is a Press Release for the transaction.
PRESS RELEASE
PILMICO EXPANDS BUSINESS TO 11 ASIA - PACIFIC COUNTRIES
Acquires majority stake in regional feed player Gold Coin for US$334 million
20 July 2018, MANILA — AEV’s food subsidiary Pilmico International Pte Ltd (“Pilmico
International”) announced today its acquisition of a majority stake in one of Asia’s largest
privately-owned agribusiness corporations, Gold Coin Management Holdings Limited (Gold
Coin), as it expands its animal feeds business in the Asia - Pacific region.
Pilmico International is a wholly owned subsidiary of Aboitiz Equity Ventures, Inc. (AEV)
through its Singapore-based holding entity, AEV International Pte Ltd. Pilmico International
signed a share purchase agreement with British Virgin Islands -based Golden Springs Group,
Ltd. (GSG) for 75% equity interest in Gold Coin. The consideration is based on an enterprise
value of US$413 million, which is equivalent to 75% of the total enterprise value of US$550
million. After deducting cash-like adjustments, the final cash consideration is US$334 million.
The transaction will be funded through financing from foreign banks.
Pilmico International was chosen as the preferred bidder following a competitive bid
selection process for the acquisition of Gold Coin shares from its holding company, GSG.
Gold Coin, which is based in Singapore, is a major producer of animal feeds and operates 20
livestock and aqua feed mills across 11 countries in Asia.
“ASEAN’s market size of over 500 million will bring many opportunities to expand our
customer base. This acquisition serves as a platform towards achieving Pilmico’s strategy to
grow our core feed milling business beyond ASEAN and now across Asia. This acquisition will
add three million metric tons of volume which quadruples our overall feeds production
capacity.” said Sabin M. Aboitiz, AEV Chief Operating Officer and Pilmico President and Chief
Executive Officer.
The Gold Coin acquisition is Pilmico International’s largest investment in the Asia-Pacific
region to date.
Pilmico International’s first ASEAN venture was in Vietnam in 2014 when it bought a 70%
stake in Vinh Hoan Feeds (VHF), one of the country’s major aquafeed manufacturer. In
2017, it bought an additional 15% stake in VHF, effectively increasing its stake to 85%. Driven
by its strategy to widen its footprint in Vietnam and diversify product portfolio, in
September 2017, Pilmico International bought a 70% stake in Europe Nutrition Joint Stock
Company (Eurofeed), an animal feeds manufacturer.
“The Zuellig and Aboitiz families have known each other for generations. I am excited about
the partnership with Aboitiz Group, one of the largest and most established conglomerates
in the region. The partnership will strengthen Gold Coin’s growth profile and long-term value
creation potential”, said Peter Zuellig, Chairman of GSG.
## ENDS ##
About Gold Coin
Established in Singapore in 1953, Gold Coin is a pioneer in animal nutrition and the
manufacturing of scientifically balanced animal feed within Asia. Gold Coin is today one of
the largest privately owned agribusinesses in the Region, employing over 3,000 people
throughout 20 production facilities. Gold Coin offers a wide range of products for both the
livestock and the aqua industries, including young animals and hatchery feed, premixes,
concentrates and compound feed. For the financial year ended 31 December 2017, Gold
Coin generated net revenues of US$751million.
About Golden Springs Group
Founded by Peter Zuellig, Golden Springs Group is an enterprise active in the agriculture and
healthcare sectors of emerging markets. In addition, via its alliance partner, Golden Springs
Group is also in the domain of distribution of pharmaceutical products. With more than
10,000 personnel, Golden Springs Group is connected to over 50,000 customers who provide
food and healthcare products to people in more than 30 countries, every day.
About Pilmico
Pilmico Foods Corporation (Pilmico) is the integrated agribusiness and food company of AEV
(AEV:PM). Composed of four divisions – Flour, Feeds and Animal Health, Farms, and Trading
– the company is well positioned at the beginning of the food value chain. The company
operates in the Philippines and Vietnam and exports products to the following ASEAN
countries: Vietnam, Thailand, Indonesia, Malaysia, Myanmar, and Hong Kong. Pilmico
advances business and communities by providing business solutions and building
partnerships for growth.
Follow them on Facebook: https://www.facebook.com/PILMICO.officialpage/
About AEV
Aboitiz Equity Ventures, Inc. (AEV) is the public holding company of the Aboitiz Group with
major investments in power, banking and financial services, food, infrastructure, and land.
Today, AEV is recognized as one of the best-managed companies in the Philippines
consistently cited for its commitment to good corporate governance and corporate social
responsibility. With a history of five generations and highly engaged talents behind it, AEV
continues to pursue its passion to drive change for a better world by advancing business and
communities by constantly pursuing growth opportunities both domestically and
internationally.
Media Contact:
THET R. MESIAS
Media Relations
ABOITIZ EQUITY VENTURES, INC.
