1. INTRODUCTION
The Board of Directors (Board) of FGV wishes to announce that FGV Trading Sdn Bhd (FGVT), a subsidiary of FGV Plantations Sdn Bhd which in turn is a wholly-owned subsidiary of FGV, had on 8 May 2020 entered into a Joint Venture Agreement (JVA) with PREU to establish a joint venture operation in India.
FGVT and PREU shall collectively be referred to as the “Parties” and individually referred to as a “Party”. Further details on the Joint Venture are set out in the following sections.
2. DETAILS OF THE JVA
A joint venture company (JVCO) will be incorporated in India, to carry out the Business (as defined below) of the joint venture (Proposed Joint Venture).
2.1 PURPOSE OF THE JVA
FGVT and PREU have entered into the JVA to:
(i) Conduct intelligence work including market study, business development, and build rapport with potential customers in India.
(ii) Provide advisory work and services for agricultural, plantation, and downstream related activities.
(iii) Conduct the business of agriculture, plantation, food and non-food processing facilities, and consumer goods end-products.
(iv) Trading and marketing activities of food and non-food products.
(hereinafter referred to as “Business”)
2.2 FUNDING OF THE PROPOSED JOINT VENTURE
The initial capital for the operation shall be funded by FGV and/or its subsidiaries via internally generated funds.
2.3 SALIENT TERMS OF THE JVA
The salient terms of the JVA are, amongst others, as follows:
(i) the JVA is conditional and the Parties shall incorporate the JVCO upon the fulfilment of the following conditions precedent within one hundred eighty (180) days from the
execution of the JVA:
a.the Parties having agreed on a one-year cash flow projection for the JVCO;
b. the Parties having agreed to the business plan; and
c. Obtaining of all governmental approvals as may be required
In the event the aforementioned conditions precedent are not completed within one hundred eighty (180) days from the date of execution of this Agreement or such other date as
mutually agreed between the Parties, this Agreement shall automatically terminate.
(ii) Upon the completion of the Proposed Joint Venture, the shareholdings in the JVCO shall be held in the following manner:
Parties | % Ownership |
FGVT | 70 |
PREU | 30 |
Total | 100 |
3. INFORMATION ON THE PARTIES TO THE JVA
3.1 FGVT
FGVT was incorporated in Malaysia as a private limited company and having its registered address at Level 21, Wisma FGV, Jalan Raja Laut, 50350 Kuala Lumpur. The principal
business of FGVT is the trading of processed palm oil, vegetable oils and lauric oils to local markets and export destinations. The existing issued and paid up share capital of FGVT is
RM360,000,000.
3.2 PREU
PREU was incorporated in India as a private limited company and having its registered address at 6-3-787, F-1001, Royal Pavillion Ameerpet Hyderabad, 500016. The principal
business of PREU is, inter alia, providing engineering solutions for palm oil mills, biomass and gasification power plants, and methane compost plants with a business presence in both India and Malaysia. The existing issued and paid up share capital of PREU is INR20,000,000.
The present shareholders of PREU are as follows:
Shareholder | Equity Interest (%) |
GVL Prasad | 10.75 |
Chigurupati Anil Kumar | 89.25 |
4. RATIONALE AND BENEFITS OF THE PROPOSED JOINT VENTURE
Through this collaboration, FGV aims to capitalize from the growth prospects of India’s market base of more than 1.3 billion people, serving as a springboard for FGV to penetrate into the market.
This joint venture is in line with FGV’s end in mind of becoming one of the world’s leading, integrated and sustainable agribusiness company. PREU has been involved in the palm oil value chain, and will provide stability and a strong network of local industry players. Effectively, FGV intends to create a presence along the palm oil value chain, with a special focus on FMCG food products, in the Indian market.
Upon finalization of the business plan, the Proposed Joint Venture is expected to contribute positively towards FGV Group.
5. RISK FACTORS
The Board does not foresee any material risks pursuant to the Proposed Joint Venture except for ongoing political and economic risks, and inherent business risks factors associated with the industry.
6. EFFECTS OF THE PROPOSED JOINT VENTURE
(i) Share capital and substantial shareholders meeting
The Proposed Joint Venture will not have any effect in the share capital and substantial shareholders’ shareholding of the Company.
(ii) Net Assets (NA) per share and gearing
The Proposed Joint Venture is also not expected to have any material effect on the earnings per share (EPS), net assets per share and gearing for the financial year ending
31 December 2020.
(iii) Earning and EPS
The Proposed Joint Venture is not expected to have any material effect to FGV’s consolidated earnings and EPS for the financial year ending 31 December 2020.
7. APPROVALS REQUIRED FOR THE PROPOSED JOINT VENTURE
The Proposed Joint Venture is subject to the following being obtained:
(i) the approvals from the Board of FGVT and PREU for the Proposed Joint Venture;
(ii) the fulfilment of the condition precedents as set out in Section 2.3(i) of this announcement; and
(iii) the approval of any other relevant parties/authorities (if required).
The Proposed Joint Venture is not subject to the approval of the shareholders of FGV.
8. INTEREST OF DIRECTORS, AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
None of the directors and/or major shareholders of FGV and/or persons connected with them have any interest, direct or indirect, in the Proposed Joint Venture.
9. ESTIMATE TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstance and subject to all relevant approvals being obtained, the Proposed Joint Venture is expected to be completed within six (6) months from the date of this announcement.
Upon completion of the Proposed Joint Venture, the JVCO will become a subsidiary of FGV.
10. DIRECTORS’ STATEMENT
The Board, after having considered all aspects of the Proposed Joint Venture, including but not limited to the terms and conditions of the JVA, the rationale for the Proposed Joint Venture and after careful deliberation, is of the opinion that the Proposed Joint Venture is in the best interest of the Company.
11. HIGHEST APPLICABLE PERCENTAGE RATIO
The highest percentage ratio applicable to the Proposed Joint Venture pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad is 0.02%.
12. DOCUMENTS FOR INSPECTION
The JVA is available for inspection at the registered office of the Company at Level 21, Wisma FGV, Jalan Raja Laut, 50350 Kuala Lumpur between 8.30 a.m. and 5.30 p.m. from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 8 May 2020.