Divestment of Times Printers (Australia) Pty. Ltd. and Acquisition of Interest in PMP Limited
Fraser and Neave, Limited ("F&NL") announces that its wholly-owned subsidiary, Times Publishing Limited ("TPL"), has entered into a conditional agreement (the "Agreement") to sell its entire shareholding interest in Times Printers (Australia) Pty. Ltd. ("TPA"), comprising all of the issued share capital of TPA ("Sale Shares"), to PMP Limited ("PMP") for an aggregate consideration of A$80 million, subject to adjustment to take into account the net tangible asset value of TPA as at completion (the "Sale").
The consideration for the Sale was arrived at on a willing buyer and willing seller basis, taking into account the value of the net tangible assets of TPA. The consideration will be satisfied in part by the issue to TPL of approximately 39 million new shares ("PMP Shares") in the share capital of PMP at an issue price of A$1.65 per share, representing 11.5% of the enlarged share capital of PMP (the "Acquisition", together with the Sale referred to as the "Transaction"). The balance consideration of approximately A$15.5 million will be paid in cash. The PMP Shares will be subject to a 6-month sale moratorium and during this period TPL has agreed not to increase its shareholding in PMP above 14.9%.
TPA is a company incorporated in Australia and carrying on the business of commercial printing of magazines and catalogues. PMP is an ASX Top 200 listed company with over 3,000 people in locations across Australia and New Zealand. PMP specializes in creative and photographic services, digital pre-press, magazine, catalogue, directory, corporate and book printing, and letterbox and magazine distribution. Following the Acquisition, TPL will become the single largest corporate shareholder of PMP, Australasia's largest commercial printer.
The issue price of the PMP Shares is calculated at a premium of 12 cents per share to the volume weighted average price of shares of PMP traded on the Australian Stock Exchange for the period of 15 days prior to the announcement of the Transaction. Completion of the Transaction is conditional upon the approval of relevant authorities in Australia. Completion is expected to take place on or before 15 November 2007. On completion, TPL will nominate a non-executive Director to the board of directors of PMP.
The Transaction is not expected to have a material effect on the net tangible assets per share or earnings per share of the Group for the current financial year. None of the directors or substantial shareholders of F&NL has any interest, directly or indirectly, in the Transaction.
Anthony Cheong Fook Seng
Group Company Secretary
20 September 2007