NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

24 March 2015

New Britain Palm Oil Limited

("NBPOL", the "Group" or the "Company")

COMPULSORY ACQUISITION OF OUTSTANDING SHARES

New Britain Palm Oil Limited (LSE: NBPO; POMSoX: NBO), one of the world's largest fully integrated producers of sustainable palm oil, refers to previous announcements regarding the acquisition by Sime Darby Plantation Sdn Bhd ("Sime Darby Plantation") of a relevant interest in approximately 98.84% of NBPOL Shares following completion of the takeover offer (the "Offer") made in accordance with the Takeovers Code 1998 (PNG) (the "Takeovers Code").

Acquisition Notice

Sime Darby Plantation has elected to exercise its right under Rule 21(2)(b)(i) of the Takeovers Code to compulsorily acquire all of the NBPOL Shares and Depositary Interests in respect of which holders did not accept the Offer ("Outstanding Shares").

In accordance with Rule 21(2) of the Takeovers Code, Sime Darby Plantation has today dispatched a notice to the holders of the Outstanding Shares ("Acquisition Notice") setting out the terms on which the Outstanding Shares will be compulsorily acquired by Sime Darby Plantation.  The Acquisition Notice is accompanied by a personalised share transfer form.   

Holders of Outstanding Shares are entitled to receive cash consideration of GBP 7.15 or PGK 28.79 per Outstanding Share ("Consideration") being the same consideration as they were entitled to receive under the Offer.  Holders of Outstanding Shares should refer to the Acquisition Notice and accompanying documents for instructions on how to transfer their NBPOL Shares to Sime Darby Plantation and receive payment.

Holders of Outstanding Shares who complete the share transfer form and return it to Sime Darby Plantation by no later than 14 April 2015 will be sent the Consideration within 7 days after receipt by Sime Darby Plantation of the completed form.  Documents must be sent to Sime Darby Plantation at the following address:

(a)  in the case of NBPOL Shares (including Depositary Interests) quoted on the London Stock Exchange ("LSE"), to:  Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England, United Kingdom; and

(b)  in the case of NBPOL Shares quoted on the Port Moresby Stock Exchange ("POMSoX"), to:  C/- PNG Registries Limited, PO Box 1265, Port Moresby, NCD, Papua New Guinea.

The Consideration will be paid:

(a)  in the case of GBP, by cheque; and

(b)  in the case of PGK, by cheque or direct credit as selected by the holder (provided that if the holder does not select either, the payment will be made by cheque).

Holders of Outstanding Shares who fail to complete the share transfer form and return it to Sime Darby Plantation by 14 April 2015 will have their shares compulsorily acquired by Sime Darby Plantation.  The Consideration payable to such holders will be paid to NBPOL and held by NBPOL on trust for such holders (in an interest bearing trust account with a bank approved under the Banks and Financial Institutions Act 2000) until claimed.

Following completion of the compulsory acquisition process, Sime Darby Plantation will be the registered holder of100% of NBPOL's issued share capital.

London Stock Exchange Delisting

NBPOL has made an application to the UK Listing Authority and the LSE requesting the cancellation of trading in NBPOL ordinary shares (in the form of Depositary Interests) on the LSE's market for listed securities and of the listing of the shares on the Official List of the UK Listing Authority. 

Cancellation is expected to take effect from 8:00 a.m. (London time) on 25 March 2015.

Port Moresby Stock Exchange Delisting

As a result of the compulsory acquisition of the Outstanding Shares, Sime Darby Plantation will become NBPOL's sole shareholder.  Without further action on Sime Darby Plantation's or NBPOL's part, POMSoX is expected to remove NBPOL from POMSoX's official list at which time NBPOL shares will cease to be quoted on POMSoX. 

It is expected that POMSoX will suspend NBPOL's shares on 31 March 2015 and subsequently remove NBPOL from the official list at the close of trading on 7 April 2015.

Key Dates

Shareholder questions regarding the Acquisition Notice should be directed to either:

(a)  Capita Asset Services on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK between 9.00 a.m. and 5.30 p.m. (UK time) Monday to Friday; or

(b)  PNG Registries on 3216377 from within PNG or on +675 3216377 if calling from outside PNG between 8.30 a.m. to 4.30 p.m. (PNG time) Monday to Friday (except PNG public holidays).

Copies of the Acquisition Notice will be made available on the website of Sime Darby Plantation's ultimate parent company, Sime Darby Berhad, at http://www.simedarby.com.

Enquiries:

Website: www.nbpol.com.pg

Notes to editors:

NBPOL is a large scale integrated industrial producer of sustainable palm oil in Australasia, headquartered in Papua New Guinea ('PNG'). It has over 79,800 hectares of planted oil palm estates, over 7,700 hectares of sugar cane and a further 9,200 hectares of grazing pasture; twelve oil mills; two refineries, one in PNG, and one in Liverpool, UK; and a seed production and plant breeding facility. The Company is listed on both the Main Market of the London Stock Exchange and on the Port Moresby Stock Exchange in PNG.

NBPOL is fully vertically integrated, producing its own seed (which it also sells globally), planting, cultivating and harvesting its own land, and processing and refining palm oil (both in PNG and the UK). It also contracts directly with its end customers in the EU and arranges shipping of its products.

NBPOL has high regard for the importance of its sustainability credentials. It has achieved 100% certification of all estates, mills and smallholders to the Roundtable on Sustainable Palm Oil ('RSPO') standard. NBPOL continues to be active in proving its performance through its certification to ISO 14001 and its close involvement with other innovative initiatives. The Company is a certified supplier of sustainable palm oil from its entire production base in PNG and Solomon Islands, under the RSPO guidelines.

Important Notice

A copy of this announcement will be available at www.nbpol.com.pg.  The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.  This announcement is for information purposes only.  Except as otherwise provided, terms defined in the Offer Document dated 23 October 2014 have the same meaning when used in this announcement.

The distribution of this document, in or into some jurisdictions, may be restricted by law or regulation.  Accordingly, persons who come into possession of this document should inform themselves of, and observe, those restrictions.

This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

This document contains forward looking statements, including statements of current intentions, statements of opinion and predictions as to possible future events.  Forward looking statements are not based on historical facts, but are based on NBPOL's current expectations of future results or events.  These forward looking statements are subject to known and unknown risks, uncertainties and assumptions which could cause actual results or events to differ materially from the expectations described in such forward looking statements.  Those risks, uncertainties, assumptions and other important factors are not all within the control of NBPOL and cannot be predicted by NBPOL.  While NBPOL believes that the expectations reflected in the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct.  Matters as yet not known to NBPOL or not currently considered material by NBPOL may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements.

None of NBPOL, its officers, any persons named in this document with their consent or any person involved in the preparation of this document makes any representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward looking statement or any outcomes expressed or implied in any forward looking statements.  Any forward looking statement contained in this document is qualified by this cautionary statement.

Subject to any continuing obligations under the laws of PNG, the LSE Listing Rules or the POMSoX Listing Rules, NBPOL and its officers disclaim any obligation or undertaking to disseminate after the date of this document any updates or revisions to any forward looking statements to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which such statements are based.

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