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notestothefinancialstatements cont’d41 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR41.1 Requotation of Palmco Holdings BerhadOn 10 October 2002, the Company acquired 23,738,316 ordinary shares of RM1.00 each in Palmco HoldingsBerhad ("Palmco Shares") from Servitel Development Sdn Bhd, a subsidiary of Sime Darby Berhad (“Sime”) fora cash consideration of RM109,196,253.60 or RM4.60 per share.During the previous financial year, the Company proposed the Capital Distribution and placementarrangements of the Palmco Shares which might otherwise be received under the Capital Distribution byshareholders of the Company who were not deemed as public shareholders under the Kuala Lumpur StockExchange’s Listing Requirements ("Placement Arrangements"). The Capital Distribution and PlacementArrangements were completed on 31 October 2002.With the acquisition of Palmco Shares from Sime and the completion of Capital Distribution and PlacementArrangements, Palmco Shares were requoted on 8 November 2002.41.2 Acquisition of the Entire Business of Loders CroklaanOn 31 August 2002, the Company entered into an agreement to acquire a 100% interest in Loders CroklaanB. V. and the related businesses located in United States, Canada and Egypt (collectively called “LodersCroklaan”) from Unilever Group for a total cash consideration of EUR217 million.Loders Croklaan is one of the leading global suppliers of specialty oils and fats to the food sector. It has along-standing tradition of quality and innovation and has pioneered products and applications in its coresnack ingredients business. It is also in the development of the potentially high growth area of nutritionallipid and operates a small special product unit trading in both food and animal feed ingredients.The acquisition was completed on 30 November 2002.IOI Corporation BerhadAnnual Report 2003208
41 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR cont’d41.3 Acquisition of Unipamol Malaysia Sdn Bhd and Pamol Plantations Sdn BhdOn 2 December 2002, Palmco Holdings Berhad (“Palmco”) announced its proposed acquisition of the entireissued and paid-up share capital of Unipamol Malaysia Sdn Bhd (“Unipamol”) and 49.99% of the issued andpaid-up share capital of Pamol Plantations Sdn Bhd (“PPSB”) for a total cash consideration of RM567million, subject to adjustments, from the wholly-owned subsidiaries of Unilever plc.The Unipamol group of companies and the PPSB group of companies (“Pamol Group”) are principally involvedin oil palm plantation business with a total of 23,045 hectares of oil palm estates, of which 8,148 hectaresand 14,897 hectares are located in Kluang, Johor and Labuk, Sabah respectively. In addition, the PamolGroup has two palm oil mills with annual processing capacity of 360,000 and 390,000 metric tonne in Johorand Sabah respectively.The acquisition was completed on 17 January 2003. The purchase consideration has been revised fromRM567 million to RM555 million as mutually agreed between Palmco and the vendors.The acquisition has been part financed by a term loan of RM350 million. The term loan is secured by apledge over the shares in Unipamol and PPSB.41.4 Proposed Acquisition of Interest in Oil Palm Estates and Palm Oil Mill in SabahOn 19 March 2003, the Company had entered into several conditional sale and purchase agreements withseveral vendors to acquire the entire equity interest in the following companies for a total consideration ofRM607.7 million:iiiiiiivvB. A. Plantations Sdn BhdMayvin (Sabah) Sdn BhdPine Capital Sdn BhdRight Purpose Sdn BhdMayvin Incorporated Sdn BhdThe above companies are principally involved in oil palm plantation business with a total of 21,722 hectares of oilpalm estates and a palm oil mill in Sabah. The oil palm estates are located adjacent or within the vicinity of oilpalm estates of the Group.The proposed acquisition has been approved by the Securities Commission (“SC”) on 25 August 2003 with a revisionin the purchase consideration from RM607.7 million to RM535.6 million to be satisfied by the issuance of72,105,305 new ordinary shares of RM0.50 each at RM5.20 per share and RM160.7 million by cash. The approval ofthe Foreign Investment Committee (“FIC”) has also been obtained vide the same SC’s letter in accordance with theSC regulations, applicable to the proposed acquisition.209IOI Corporation BerhadAnnual Report 2003
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www.ioigroup.comIOI Corporation Ber
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OPERATING BACKGROUNDThe Malaysian e
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FINANCIAL OVERVIEW cont’dGroup’
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REVIEW OF RESULTS cont’dEBIT cont
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OTHER CORPORATE DEVELOPMENT AND GRO
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SOCIAL CONTRIBUTIONSAs a responsibl
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ACKNOWLEDGEMENTOn behalf of the Boa
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noticeofannualgeneralmeetingNOTICE
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oostingjobfulfilment“When it come
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oardofdirectorsTan Sri Dato’ Lee
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Dato’ Lee Yeow ChorExecutive Dire
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Datuk Khalid b Hj HusinIndependent
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groupfinancialoverviewBalance Sheet
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groupperformancehighlightsIOI Corpo
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five-yearfinancialhighlightsIn RM
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oostingsocialcommitment“As a cari
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HIGHLIGHTS cont’d• Net operatin
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ECONOMIC PROFIT AND RETURNS cont’
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RISK MANAGEMENTThe Group has in pla
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Financial Risk Management cont’d
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management’sdiscussionandanalysis
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Area Statement (In Hectares)Year en
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OPERATIONS cont’dAlthough oil yie
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OUTLOOK AND PROSPECTSPrices of edib
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OPERATIONS cont’dIn line with the
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RESULTS cont’dThe Group’s overa
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ValKepongKLCCKualaLumpurKL SentralP
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OPERATIONSThe Group’s palm oil re
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PROSPECTSThe oleochemical sub-segme
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4 Duties and ResponsibilitiesIn ful
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ACTIVITIES cont’dviiReview of the
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Roles and Principal Duties cont’d
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Board Composition and Balance cont
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Re-electionIn accordance with the C
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Directors’ Remuneration cont’d1
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Financial Reporting cont’dIn addi
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NATURE OF OUR INTERNAL CONTROLS CON
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otherinformationCOMPOSITION OF SHAR
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Type of Recurrent Interested Direct
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Type of Recurrent Interested Direct
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27 Tan Sri Dato’ Lee Shin Cheng i
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groupbusinessstructurePlantationPla
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EuropeNetherlands : Wormerveer and
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■ Plantation1 Bukit Dinding Estat
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• The exercise price of Warrants
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MARCH 2003• IOI achieved a 5th pl
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socialcontributions• In conjuncti
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directors’reportThe Directors of
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directors’report cont’dWARRANTS
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directors’report cont’dEXECUTIV
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directors’report cont’dRESERVES
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directors’report cont’dDIRECTOR
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directors’report cont’dSTATUTOR
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directors’report cont’dSIGNIFIC
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incomestatements for the financial
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statementsofchangesinequity for the
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statementsofchangesinequity for the
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cashflowstatements for the financia
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Eng - IOI Group

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