First Pacific Company Limited (00142) released an announcement regarding the renewal of continuing connected transactions for PT Indofood Sukses Makmur Tbk (Indofood) and its subsidiaries. The renewals apply to Indofood’s Plantations, Distribution, Flour, Noodles, Insurance, Dairy, and Packaging businesses, as well as a revolving loan facility to connected subsidiaries, covering the period from 1 January 2026 to 31 December 2028. Additionally, there is a revised annual cap for a previously announced 2025 Noodles Business transaction.
According to the announcement, the existing frameworks governing these transactions will expire on 31 December 2025. To ensure smooth operations, Indofood’s respective agreements will automatically renew for three years, subject to compliance with applicable stock exchange requirements. Several transactions, including those in the Plantations and Distribution segments, will be aggregated with proposed annual caps that exceed the 5% threshold under Chapter 14A of the Listing Rules, requiring independent shareholders’ approval. Others, such as the Insurance policies and Dairy arrangements, are below the 5% threshold and only need reporting and announcement without requiring a shareholders’ vote. The revolving loan facility of up to US$40 million will also be renewed to support immediate working capital requirements of connected subsidiaries.
The statement indicates that certain annual caps have been recalibrated based on projected activity levels. Notably, the 2025 annual cap for an Indofood Noodles transaction is revised from US$15.2 million to US$24.4 million to accommodate stronger market demand. Each relevant deal’s renewal and the associated annual caps are intended to maintain Indofood’s capacity expansion and operational stability.
An independent board committee, comprising all independent non-executive directors, has been formed to advise independent shareholders on the transactions requiring their approval. A circular containing further details, including the independent board committee’s recommendation and the independent financial adviser’s analysis, will be dispatched on or before 7 November 2025. The special general meeting to vote on these transactions is scheduled for 12 December 2025.