1. INTRODUCTION
The Board of Directors of Felda Global Ventures Holdings Berhad (“FGV”) is pleased to announce that FGV Myanmar (L) Pte. Ltd (“FGVM”), a wholly owned subsidiary of FGV, had on 8th March 2014 entered into a joint venture (“JVA”) agreement with Pho La Min Trading Company Limited (“PLM”) to establish a joint venture company (“JVC”) 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”).
2. DETAILS OF THE PARTIES
2.1 Information on FGVM
FGVM was incorporated in Labuan, on 28 May 2013 under the Labuan Companies Act, 1990 and has an issued and paid up share capital of USD1.00. FGVM is primarily involved in the business of investment holding and other activities incidental and ancillary thereto.
2.2 Information on PLM
PLM was incorporated in Myanmar, on 24 September 2004 under the Myanmar Companies Act, 1914 and has an issued and paid up share capital of Ks.5,000,000. PLM is primarily involved in the purchase of raw material for tyre manufacturers, trading and processing of the raw material for the export market. PLM specifically buys RSS 3, RSS 5 and cup lump from smallholders in Myanmar and either process or export the same to China and other countries. They are also involved in the business of import, export, wholesale and retail of commodities and other activities incidental and ancillary thereto.
3. SALIENT TERMS OF THE JVA
3.1 Conditions Precedent
The Proposed Joint Venture is subject to the fulfilment of the following conditions precedent within three (3) months from the date of the JVA (“Conditions Precedent”):-
i. Issuance of the Temporary Certificate of Incorporation and Temporary Permit to Trade to the JVC;
ii. Issuance of the Myanmar Investment Commission (“MIC”) Permit to the JVC;
iii. Payment of the Directorate of Investment and Company Administration ("DICA") Remittance Amount by both parties;
iv. Issuance of the Final Certificate of Incorporation and Final Permit to Trade to the JVC;
v. the completion of legal, financial, and operational due diligence to the satisfaction of FGV including but not limited to land search results for the lands held under Plot No. 174(AhahtuYagyiKwun), Kyaukphyar Village Tract, Myeik Township, Myeik District, Taninthayi Region, that is held by PLM (“the Lands”);
vi. the Parties having procured the relevant committee and/or board of directors and/or shareholders’ approval to enter into this Agreement;
vii. the receipt of the Malaysian Central Bank approval by FGV for outward remittance of monies for investment abroad;
viii. FGV being satisfied as to the ownership and/or rights of use of PLM of the Lands under the Land Lease Agreement;
ix. FGV being satisfied with the state of approval and the status for the change of land status for the Commercial Land from grazing to commercial or industrial;
x. FGV being satisfied with the soil investigation test and report to be conducted on the Lands;
xi. FGV being satisfied with the valuation report to be conducted on the Lands for the purpose of determining the value of the Lands;
xii.the Parties having increased the registered/authorised capital of the Company to its optimum level of operation in the Republic Union of Myanmar; and
xiii. the execution and completion of the ancillary agreements between the Parties.
3.2 Incorporation of JVC
The JVC will be incorporated by the Parties under the name of FGV Pho La Min Company Limited, or such other name mutually agreed by the Parties with an initial authorised capital of US$50,000 divided into 50,000 shares of US$1.00 each.
3.3 Business of JVC
The initial business of the JVC shall be provision of technical advisory services in the agriculture sector until the MIC Permit has been issued for the JVC to be engaged in the business of rubber plantation, processing, sale and marketing of rubber and other activities incidental and ancillary thereto.
3.4 Equity participation
FGVM and PLM equity participation shall be premised on the shareholding proportion of 51:49 respectively.
4. RATIONALE FOR THE PROPOSED JV
Through the joint venture, FGVM and PLM will be able to collaborate and leverage on each other’s strength and areas of expertise.
5. FINANCIAL EFFECTS OF THE PROPOSED JOINT VENTURE
The Proposed Joint Venture is not expected to have significant effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholdings in FGV for the current year ending 31 December 2014.
6. APPROVALS REQUIRED
The Proposed Joint Venture is not subject to the approval of the shareholders of FGV but is subject to such approvals as may be required under the laws of the Republic Union of Myanmar.
7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
None of the Directors and major shareholders of FGV and/or persons connected with them have any interest, direct or indirect, in the Proposed Joint Venture.
8. ESTIMATED TIMEFRAME FOR COMPLETION
Bearing any unforeseen circumstances, the Proposed Joint Venture is expected to be completed in the fourth quarter of the financial year ending 2014.
This announcement is dated 10 March 2014.
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