ADM unveils secondary block trade pricing of Wilmar International Limited’s ordinary shares

KUALA LUMPUR, Aug 21 -- ADM has announced that its wholly-owned subsidiaries, ADM Ag Holding Limited (ADM Ag) and Archer Daniels Midland Asia-Pacific Limited (ADM APac and together with ADM Ag, the Sellers) have entered into a secondary block trade agreement.

The agreement with a syndicate of managers (the Block Trade Agreement) pursuant to which the Sellers have sold 170.5 million ordinary shares of Wilmar (the Wilmar Shares, and such sale, the Block Trade) at a price of SGD4.40 per Wilmar Share (US$3.23 per Wilmar Share based on an exchange rate of SGD1.3636 per US$1). (US$1 = RM4.175)

The Wilmar Shares sold pursuant to the Block Trade Agreement are being offered and sold in offshore transactions in reliance on Regulation S (Regulation S) under the Securities Act of 1933 as amended (the Securities Act) and inside the United States. This is to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in private transactions exempt from the registration requirements of the Securities Act. According to a statement, ADM expects settlement of the Block Trade to occur on Aug 24, subject to customary closing conditions. ADM expects to use the net proceeds from the Block Trade for general corporate purposes, which may include, without limitation, meeting working capital requirements, funding capital expenditures and possible acquisitions of, or investments in, businesses and assets and acquiring outstanding shares of ADM common stock. ADM also announced that ADM Ag has priced its previously announced offering (the Offering) of US$300 million aggregate principal amount of Zero Coupon Exchangeable Bonds due 2023 (the Bonds). The Bonds will be issued at 104 per cent of their principal amount (the Issue Price), will not bear any interest, and will mature on Aug 26, 2023. The Bonds are being offered outside of the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

ADM will retain at least 20 per cent of the equity interest in Wilmar after giving effect to the Offering, including any subsequent exchange of Bonds and the Block Trade. The completion of the Block Trade is not conditioned upon the closing of the Offering. -- BERNAMA