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Presentation Overview
• Introduction• Proposed merger with Kuok Group’s plantation,
edible oils, grains and related businesses• Proposed acquisition of the edible oils, grains and
related businesses of Wilmar Holdings Pte Ltd (“WHPL”), including interests held by ADM group (“ADM”)
• Rationale for the proposed acquisitions• Questions & answers
4
Creation of one of the largest listed companies in Singapore by market capitalisation
• Proposed merger with Kuok Group’s plantation, edible oils, grains and related businesses (“KG Merger”)– Voluntary general offer of Bursa Malaysia-listed PPB Oil
Palms Berhad (“PPBOP”) – 65.8% stake in PGEO Group Sdn Bhd (“PGEO”)– 100.0% stake in Kuok Oils & Grains Pte Ltd (“KOG”)
• Proposed acquisition of the edible oils, grains and related businesses owned by WHPL, including interests held by ADM (“IPT Acquisitions”)
• Proposed KG Merger and IPT Acquisitions will create one of the Asia’s leading agribusiness group and one of the largest listed companies on SGX-ST by market capitalisation
6
• Listed on Bursa Malaysia with a market capitalisation of approx RM4.0b as at 13 Dec 06
• Principally engaged in oil palm cultivation and milling
• Owns a 34.2% stake in PGEO
US$364.1mUS$339.5mNTAUS$30.9mUS$36.9mNet profit
9M06FY05PPBOP
Proposed US$1.1b voluntary general offer for PPBOPBackground Information
7
• Landbank in East Malaysia (Sabah and Sarawak) and Indonesia
Proposed US$1.1b voluntary general offer for PPBOPBackground Information
67,475Mature area harvested (ha)
Mill production
1,081,309FFB production (MT)
300,063Crude palm oil (MT)
61,360Palm kernel (MT)
As at 30 Sep 2006Plantation statistics
96,114
363,405Landbank (ha)
Total planted area (ha)
8
• Voluntary general offer (“VGO”) for all the issued shares in PPBOP– Share exchange ratio of 2.3 new Wilmar shares for every 1 PPBOP
share– 55.6% held by PPBG
• Exploring with CIMB Group for possible arrangement to allow PPBOP shareholders to receive cash at a price to be determined
• VGO is subject to, inter alia, Wilmar shareholders’ approval
Proposed US$1.1b voluntary general offer for PPBOPPurchase Consideration & Approval
1,024.5mNo. of new shares to be issuedUS$1.1bConsideration
Based on 100% acceptance of the VGO
9
• Flagship company responsible for the processing and trading of oils & grains products under the Kuok Group of companies
• Processing facilities located in China, Malaysia, Indonesia, Vietnam, New Zealand, the Netherlands and Germany
Proposed US$1.2b acquisition of a 100% stake in KOGBackground Information
US$293.3mUS$205.2mNTAUS$62.6mUS$15.1mNet profit
9M06FY05KOG
10
• 3 key areas of KOG’s business in China– Consumer packs oil
• Leading consumer packs manufacturer and distributor where its “Arawana” brand is the No. 1 brand in China
• Sales volume in excess of 1m tonne in 2005• Official cooking oil supplier to Beijing Olympics 2008
– Specialty fats• Leading producer and supplier of specialty fats in China• Distribution network that covers 150 cities in China• Sales volume of 240,000MT in 2005 (accounting for a substantial
share in China’s specialty fats market)– Oleochemicals
• One of the largest oleochemical manufacturers in China• Other operations include flour and feed milling, oilseeds crushing
and refining
Proposed US$1.2b acquisition of a 100% stake in KOGBackground Information
11
• Consideration for the proposed acquisition to be satisfied by issue of approx 1,091.6m new Wilmar shares at an issue price of S$1.71 per Wilmar share
• Proposed acquisition is subject to, inter alia, Wilmarshareholders’ approval
• Expected to complete in Q2 2007
Proposed US$1.2b acquisition of a 100% stake in KOGPurchase Consideration & Approval
12
• Major palm and lauric oils refiner and exporter in Malaysia• Operates six refineries with a combined production capacity
close to 4.7m MT p.a.
• Approx 90% of production is exported to China, EU countries, India, Korea, Japan, USA, Middle East and Russia whilst the balance is sold locally in Malaysia
Proposed US$320m acquisition of a 65.8% stake in PGEOBackground Information
US$171.1mUS$146.2mNTAUS$24.8mUS$24.8mNet profit
9M06FY05PGEO
13
• Offer for 65.8% stake as 34.2% is held by PPBOP• Consideration for the proposed acquisition to be satisfied by
issue of 287.1m new Wilmar shares at an issue price of S$1.71 per Wilmar share
• Conditional upon VGO of PPBOP having become unconditional• Subject to, inter alia, Wilmar shareholders’ approval
Proposed US$320m acquisition of a 65.8% stake in PGEOPurchase Consideration & Approval
FFM Berhad
PGEO65.8% 34.2%
55.6%100%
14
Financial effects of the KG Merger
As at 30 Sep 06
25.1918.69NTA per share (US cents)
1,243,332473,374NTA (US$’000)
3.612.70Earnings per share (US cents)
178,07268,263Earnings (US$’000)
0.371.19Net gearing (times)
0.441.34Gross gearing (times)
After the KG Merger (assuming 100%
acceptance of VGO)
Before the KG Merger
For 9 months ended 30 Sep 06
16
Proposed US$1.6b IPT Acquisitions Background Information
• Principally engaged in the origination, processing, branding and distribution of edible oils, oilseeds and grains
• Principal operations located in China, India, Africa and Ukraine– Largest processor of oilseeds and edible oils in China– One of the largest edible oils refiners in India (through joint
venture)– One of the leading consumer pack edible oils brands in China
and India– One of the largest oleochemical manufacturers in China– One of the leading exporters of edible oils to East and South
Africa– Largest processor of edible oils in Ukraine
17
Proposed US$1.6b IPT AcquisitionsBackground Information
US$814.8mUS$721.5mNTAUS$116.6mUS$11.1mNet profit
9M06FY05
• Other operations include specialty fats, flour and rice milling,and grain merchandising
18
Proposed US$1.6b IPT AcquisitionsWHPL – Production capacities
957,000 957,000 -India - Refining
231,000 231,000 -India - Crushing
165,000 165,000 -Uganda - Refining
40,000 40,000 -Africa/ Ghana - Crushing
90,750 -90,750 Sri Lanka Refining
495,000 -495,000 Ukraine - Refining
Rest of the world
742,500 247,500 495,000 Flour milling
396,000 99,000297,000 Rice milling
2,363,790 1,257,300 1,106,490 Consumer oil packaging
207,900 -207,900 Oleo-chemical
66,000 -66,000 Specialty Fats
4,488,000 1,881,000 2,607,000 Refining
15,965,400 7,896,900 8,068,500 Crushing
China
(MT p.a.)(MT p.a.)As at 30 Nov 06
TotalAssociatesSubsidiaries
19
Proposed US$1.6b IPT AcquisitionsPurchase Consideration
• Restructuring exercise to inject all of WHPL’s oils, oilseeds, grains and related businesses into Wilmar for US$1.1b
• Letter of offer to ADM to acquire ADM’s interests in the companies engaging in the oils, oilseeds, grains and related businesses where they hold shares together with WHPL (“IPT Assets”) into Wilmar for US$476m
• Consideration for the IPT Acquisitions to be satisfied by the issue of 1,449.7m new Wilmar shares
20
Proposed US$1.6b IPT Acquisitions Financial Effects
As at 30 Sep 06
32.7018.69NTA per share (US cents)
1,302,116473,374NTA (US$’000)
4.682.70Earnings per share (US cents)
186,41668,263Earnings (US$’000)
0.821.19Net gearing (times)
1.061.34Gross gearing (times)
After the IPT AcquisitionsBefore the IPT Acquisitions
For 9 months ended 30 Sep 06
21
Proposed US$1.6b IPT AcquisitionsApproval and Timing
• Approval from Wilmar shareholders will be required for the IPT Acquisitions– WHPL will not be voting on the resolution to approve the IPT
Acquisitions at an EGM to be convened
• The IPT Acquisitions are estimated to be completed in Q2 2007
23
Proforma shareholding structure
*Assuming all vendors accept the offer and all PPBOP shareholders accept the share offer** ADM will have an effective interest of 16.2% in Wilmar after the transactions
• Depending on acceptance of the VGO, the resulting public shareholding may range from 7.2 to 13.8% (Wilmar will undertake a compliance placement to satisfy the requisite free float requirements)
• Kuok Group will seek a waiver from the Securities Industry Council for any mandatory take-over offer for Wilmar
PGEOKOG
WHPL
100%65.8% 100%
PublicADM
Existing Business
6.7%
100%
48.5% 13.8%31.0%
IPT Assets
19.6%Kuok Group(include PPBG)
34.2%PPBOP
25
World’s Leading Merchandiser and Processor of Palm Oil
• Leading palm and lauricoils refiner in the world
• Total refining capacity for palm and laurics oil will increase from 5.3m MT p.a. to 9.6m MT p.a.
• Leading merchandiser of palm and lauric oils in most of the major markets in the world (China, India, Africa, E. Europe and Middle East)
• One of the largest palm biodiesel manufacturers
26
Significant increase in production capacities in Indonesia & Malaysia
1
1
14
15
No. of plants
PGEO
100,000
150,480
1,237,500
4,719,000
Capacity (MT p.a.)
1,050,000
166,320
1,564,200
5,339,400
Capacity (MT p.a.)
Capacity (MT p.a.)
No. of plants
No. of plants
As at 30 Sep 2006
316,80043Specialty fats
1,150,00043Biodiesel(All plants under construction)
29
33
15
18
Wilmar
2,801,700
10,058,400
Combined Group
Refinery – palm & laurics
Palm kernel & Copra crushing
Activities
27
Significant oil palm plantation owner• Creation of a plantation group with 573,405 ha of landbank and 160,786 ha of
total planted area• With the additional expertise of PPBOP, Wilmar will be able to expand its oil
palm acreage more aggressively, to become one of the largest plantation owners in 10 years
1,823,9411,081,309742,632FFB production (tonne)
Mill production
122,31967,475* 54,844Mature area harvested (ha)
8,965,0002,275,0006,690,000Palm oil milling capacity (MT p.a.)
906,625300,063606,562Crude palm oil (tonne)
204,55661,360143,196Palm kernel (tonne)
96,114
363,405
PPBOP
160,786
573,405
Combined Group
WilmarPlantation statisticsAs at 30 September 2006
* 64,672
210,000Landbank (ha)
Total planted area (ha)
* Including acquisitions announced on 21 September 2006.
29
Dominant Processor and Merchandiser of Agricultural Products in China
Largest oilseed crusher, edible oils refiner, specialty fats andoleochemical manufacturer and merchandiser of consumer pack
edible oils
KOG• Leading merchandiser of consumer
pack edible oils • One of the largest manufacturers
of oleochemicals• Manufacturing facilities in flour
and feed milling, specialty fats, oil seeds crushing and refining
WHPL & ADM• Largest oilseed crusher and edible
oils refiner• Leading merchandiser of consumer
pack edible oils• One of the largest manufacturers of
oleochemicals• Manufacturing facilities in flour and
rice milling and specialty fats
32
Significant production capacities in China
4,956,500282,399,000112,557,50017Refinery
8,111,50014802,00037,309,50011Soya bean and oilseeds crushing
236,0002116,0001120,0001Oleochemical
396,0004330,000366,0001Specialty fats
10
No. of plants
KOG
2,983,200
Capacity (MT p.a.)
1,106,490
Capacity (MT p.a.)
Capacity (MT p.a.)
No. of plants
No. of plants
As at 30 Sep 2006
4,089,6902111Consumer oil packaging
WHPL Combined GroupActivities
33
The Leading Agribusiness Group in Asia
• Leading merchandiser and processor of palm and lauric oils in the world
• Leading merchandiser and processor of edible oils and oilseeds in the China
• Sizeable plantation owner in Indonesia and Malaysia
• Dominant processor and merchandiser of agricultural products in China
• One of the Top 15 largest listed company on SGX-ST by market capitalisation (approx US$7.0b) based on market price of S$1.71 as at 13 Dec 06
• Estimated combined turnover of approx US$10.0b and profits of approx US$300m for 9M06
35
IMPORTANT NOTICE
Information in this presentation may contain projections and forward looking statements that reflect the Company’s current views with respect to future events and financial performance. These views are based on current assumptions which are subject to various risks and which may change over time. No assurance can be given that future events will occur, that projections will be achieved, or that the Company’s assumptions are correct. Actual results may differ materially from those projected.
This presentation does not constitute or form part of any opinion on any advice to sell, or any solicitation of any offer to purchase or subscribe for, any shares nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision.