GFF
08/09/2014 09:40
S/A
REL: 0940 HRS Goodman Fielder Limited
S/A: GFF: Update on Scheme of Arrangement
Goodman Fielder today provided a further update on anticipated timing in
relation to the Scheme of Arrangement with Wilmar International Limited
("Wilmar") and First Pacific Company Limited ('First Pacific").
On 2 July 2014, Goodman Fielder entered into a Scheme Implementation Deed
("SID") under which Wilmar and First Pacific will, subject to certain
conditions, acquire all of the remaining issued equity in Goodman Fielder,
that they do not already own, by way of a scheme of arrangement for A$0.675
cash per share.
In the absence of a superior proposal and subject to an independent expert
concluding that the Scheme is fair and reasonable and in the best interests
of Goodman Fielder shareholders, the Board of Goodman Fielder unanimously
recommends that Goodman Fielder shareholders vote in favour of the Scheme.
On 13 August 2014, Goodman Fielder advised that Wilmar and First Pacific were
progressing the regulatory approvals process in accordance with the SID and
that a shareholder meeting to approve the Scheme was anticipated to be held
in late November 2014, subject to the progress of regulatory approvals.
While Wilmar and First Pacific are continuing to progress the required
regulatory approvals, Goodman Fielder and Wilmar/First Pacific now anticipate
that the process for obtaining approval from the Ministry of Commerce
(MOFCOM) in China is likely to take longer than initially anticipated.
As a result, Goodman Fielder and Wilmar/First Pacific intend to extend the
Scheme end date from 31 December 2014 to 31 March 2015 in accordance with the
terms of the SID. Goodman Fielder and Wilmar/First Pacific will continue to
keep the progress of the required regulatory approvals under review. The
shareholder meeting to approve the Scheme is anticipated to be held in the
first quarter of calendar 2015.
Goodman Fielder will continue to keep shareholders updated on any material
developments.
Annual General Meeting Date
Goodman Fielder advises that its Annual General Meeting will be held on
Thursday 20 November 2014 at Level 1, T2, 39 Delhi Rd, North Ryde, NSW,
commencing at 10.30am (Sydney time). The AGM will be webcast for those
shareholders unable to attend.
* * * * * * *
For further information contact:
Martin Cole
Director, Corporate Affairs
+61 2 8899 7272
End CA:00254968 For:GFF Type:S/A Time:2014-09-08 09:40:54
