FGV Annual Report 2013

Felda Global Ventures Holdings Berhad 312 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 56 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONT’D.) (f) On 18 July 2013, AmInvestment Bank had, on behalf of the Company, served the notice of Voluntary Conditional Take-Over Offer (“Offer”) to acquire 100% of the equity interest of RM1.00 each in Pontian United Plantations Berhad (“PUP”) for a cash consideration of RM140.00 per offer share. The proposed acquisition of PUP through the Offer is in line with the Group’s plans to expand its oil palm plantation business. On 20 September 2013, the Company received valid acceptances for a total of 8,648,280 Pontian Shares, representing 100% of the issued and paid-up share capital of PUP for a total consideration of RM1,203.84 million or RM139.20 per share.The acquisition of PUP has been completed on 1 October 2013 with all the PUP Shares registered in the name of the Company. (g) On 18 October 2013, the Company and Koperasi Permodalan Felda Malaysia Berhad (“KPF”) executed a Conditional Share Purchase Agreement to acquire 112,199,999 shares in Felda Holdings Berhad (“FHB”), an associate of the Company representing the remaining 51% of equity interest in FHB from KPF for a purchase consideration of RM2.20 billion or RM19.61 per FHB share. The acquisition was completed on 27 December 2013. (h) On 30 October 2013, FGVD signed a non-binding Memorandum of Understanding (“MOU”) with Cambridge Nanosytems Limited (“CNL”), a company incorporated in Fullborn, Cambridge, United Kingdom to explore the possibility of collaborating with each other with regards to a proposed joint venture, through a proposed acquisition of seventy per cent (70%) of the issued share capital of CNL by FGVD to be satisfied by a total consideration of GBP10 million (RM54.13 million), to undertake the production, manufacturing, marketing, selling and/or trading of high grade carbon nanotubes and graphene from crude palm oil and methane as feedstock by using a certain technology. The MOU sets out the understanding and intention of the parties during this interim exploratory period. The MOU shall remain valid for six (6) months or such extended period as agreed in writing by the parties. As at 31 December 2013, the Group has paid GBP4 (RM22) and gained control of CNL. (i) On 13 November 2013, FGVD entered into a joint venture and shareholders’ agreement with Lipidventure Sdn. Bhd. to establish a joint venture company to undertake the development, contruction, fabrication and operation of a plant in Kuantan, Pahang for production of tocotrienol (vitamin E) from refined bleached palm oil. The joint venture company, FGV Lipid Venture Sdn. Bhd. was incorporated on 28 November 2013. The business of the joint venture is expected to commence in the fourth quarter of the financial year ending 31 December 2015. (j) By way of a written award of compensation dated 31 December 2013, the Perlis State Government was obliged to pay RM43.04 million as compensation for the compulsory acquisition of Lot 194 Mukim Chuping, Perlis from a subsidiary of the Company. As a result, a gain on disposal of RM4,508,000 was recognised. 57 SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD (a) On 14 January 2014, a subsidiary of FGVD, CNL, has signed a Share Purchase Agreement for acquisition of GasPlas AS (GP), for a purchase price of GBP5.9 million (RM31.9 million). GP is a company incorporated in Norway and through its wholly owned subsidiary, EnPlas Ltd which is incorporated in United Kingdom and based in Norwich, collectively holds patents and owned Micro-Wave Plasma reactors which will be used to produce high grade carbon nanotubes and graphene using crude palm oil and methane as the feedstock using a certain technology. The acquisition of GP by CNL was completed on 16 January 2014. (b) On 8 March 2014, FGV Myanmar (L) Pte Ltd, a wholly owned subsidiary of the Company entered in a joint venture agreement with Pho La Min Trading Company Limited (“PLM”) to establish joint venture company in the Republic Union of Myanmar to carry out the business of rubber plantation, processing, sale and marketing of rubber and other activities incidental and ancillary thereto and modifications and/or expansions thereof as mutually agreed by the parties (“proposed joint venture”). Bearing any unforeseen circumstances, the proposed joint venture is expected to be completed in the fourth quarter of the financial year ended 2014. 58 APPROVAL OF FINANCIAL STATEMENTS The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 29 April 2014.