TIDMMPE
RNS Number : 4063N
Kuala Lumpur Kepong Berhad
25 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
25 October 2016
CASH OFFER
for
M.P. Evans Group PLC ("MP Evans" or the "Company")
by
KUALA LUMPUR KEPONG BERHAD ("KLK")
through its wholly-owned subsidiary, KL-KEPONG INTERNATIONAL LTD
("KLKI")
Summary
-- Following discussions with the Board of MP Evans, the board
of directors of KLK, through its wholly-owned subsidiary, KLKI,
announces the terms of a cash offer for MP Evans by KLKI to acquire
the entire issued and to be issued share capital of MP Evans (the
"Offer"). It is intended that the Offer will be implemented by
means of a takeover offer under the Code and within the meaning of
Part 28 of the Companies Act 2006.
-- Under the terms of the Offer, MP Evans Shareholders will receive:
for each MP Evans Share 640 pence per share in cash
(the "Offer Consideration").
-- In addition, MP Evans Shareholders whose names are on the
register as at the close of business on 21 October 2016 will
continue to be entitled to receive the interim dividend of 2.25
pence per MP Evans Share announced by MP Evans on 12 September 2016
for the six month period ended 30 June 2016 and which is to be paid
on or after 4 November 2016 (the "Interim Dividend").
-- Therefore, MP Evans Shareholders will receive, through the
Offer Consideration and the Interim Dividend, in total, 642.25
pence per MP Evans Share (the "Offer Value"), valuing the entire
issued and to be issued share capital of MP Evans at approximately
GBP360.5 million.
-- The Offer Value represents a premium of approximately:
o 51 per cent. to the Closing Price of 426.25 pence per MP Evans
Share on 24 October 2016, being the last Business Day prior to the
commencement of the Offer Period;
o 54 per cent. to the volume-weighted average Closing Price of
417.4 pence per MP Evans Share for the 30 days ended on 24 October
2016, being the last Business Day prior to the commencement of the
Offer Period;
o 57 per cent. to the volume-weighted average Closing Price of
408.5 pence per MP Evans Share for the twelve months ended on 24
October 2016, being the last Business Day prior to the commencement
of the Offer Period;
o 51 per cent. to the volume-weighted average Closing Price of
426.0 pence per MP Evans Share for the three years ended on 24
October 2016, being the last Business Day prior to the commencement
of the Offer Period; and
o 67 per cent to the implied equity value of MP Evans of
GBP182.2 million, based on the Closing Price of 426.25 pence per MP
Evans Share on 24 October 2016, being the last Business Day prior
to the commencement of the Offer Period, adjusted for net debt of
GBP5.4 million at MP Evans, as reported in its interim results for
the half year period ended 30 June 2016, and the additional cash
receipt on 21 July 2016 of GBP62.5 million arising from the
disposal of its NAPCo business (less the associated special
dividend of five pence per MP Evans Share paid on 17 August 2016),
both of which KLKI expects to acquire on a pound-for-pound
basis.
-- The Offer Consideration values the entire issued and to be
issued share capital of MP Evans at approximately GBP359.3
million.
-- The Chief Executive Officer of KLK has in recent weeks held
exploratory discussions with the Chairman of MP Evans which were
followed on 11 October 2016 by a proposal in writing to the Board
of MP Evans in respect of an indicative offer of 640 pence per MP
Evans Share, plus the Interim Dividend of 2.25 pence per MP Evans
Share. On 13 October 2016, this proposal was rejected by the Board
of MP Evans. Nevertheless, the Board of KLK believes that MP Evans
Shareholders should now have the opportunity to decide on the
merits of its Offer.
-- KLK believes its all-cash Offer is highly attractive for MP
Evans Shareholders, representing a compelling value proposition
with a high degree of certainty at a substantial premium to the
current share price providing an opportunity to realise in full the
value of their investment in the context of the low liquidity in
the trading of MP Evans Shares.
-- Further, KLK believes there to be strategic merit in
synergising the operations of MP Evans with KLK's from a
geographical and capabilities perspective. The management of MP
Evans will also have opportunities to develop their careers within
the larger organisation. Together, KLK and MP Evans should
establish best practices for the further growth of both companies
and enable the enlarged group to capitalise on economies of scale
in the oil palm sector.
-- The cash consideration payable pursuant to the Offer will be
financed through an acquisition loan facility provided by The
Hongkong and Shanghai Banking Corporation Limited.
-- HSBC, as financial adviser to KLK and KLKI, is satisfied that
sufficient cash resources are available to KLKI to satisfy in full
the cash consideration payable to MP Evans Shareholders (and
participants in the MP Evans Share Schemes) in the event of full
acceptance of the Offer (which, for the avoidance of doubt, does
not include the Interim Dividend, which is payable by MP
Evans).
-- KLK is incorporated in Malaysia and listed on the Main Market
of Bursa Malaysia Securities Berhad with a market capitalisation of
approximately RM 25.9 billion (approximately GBP5.1 billion) as at
24 October 2016, being the last Business Day prior to the date of
this announcement. KLK was started as a plantation company more
than 100 years ago and plantations still remain its core business
activity.
-- The Offer is conditional upon, amongst other things, valid
acceptances being received in respect of MP Evans Shares which,
together with any MP Evans Shares acquired by KLKI and/or KLK or
any other member of the KLK Group (whether pursuant to the Offer or
otherwise) carry, in aggregate, more than 50 per cent. of the
voting rights then normally exercisable at a general meeting of MP
Evans.
-- Appendix 1 to this announcement sets out the Conditions and
further terms to which the Offer will be subject. The Offer does
not require the approval of KLK's shareholders.
-- If the Offer becomes, or is declared, unconditional in all
respects and KLKI receives valid acceptances under the Offer in
respect of MP Evans Shares which, together with any MP Evans Shares
acquired, or agreed to be acquired, before or during the Offer by
KLKI and/or any other members of the KLK Group, represent not less
than 75 per cent. of the voting rights attaching to the MP Evans
Shares, KLKI may procure that MP Evans will make an application for
the cancellation of the admission to trading on AIM of the MP Evans
Shares. In the event that cancellation of admission to trading does
occur, it is likely to reduce significantly the liquidity and
marketability of any MP Evans Shares in respect of which the Offer
has not at such time been accepted.
-- Neither KLK nor KLKI currently owns any MP Evans Shares as at
24 October 2016, being the last Business Day prior to the date of
this announcement.
-- The Offer Document, containing further information about the
Offer, will be published, other than with the consent of the
Takeover Panel, within 28 days of this announcement and will be
made available on KLK's website at
http://www.klk.com.my/investor-relations/mpevans.
This summary should be read in conjunction with, and is subject
to, the full text of this announcement (including the Appendices).
The Offer will be subject to the Conditions and further terms set
out in Appendix 1 to this announcement and to the full terms and
conditions which will be set out in the Offer Document. Appendix 2
contains the bases and sources of certain information used in this
summary and this announcement. Appendix 3 contains definitions of
certain terms used in this summary and this announcement.
Enquiries:
KLK
David Chong +603 7809 8962
Teh Kwan Wey +603 7809 8965
Yap Miow Kien +605 240 8052
HSBC Bank plc
Oliver Smith
Rajeev Sahney
Alex Thomas +44 20 7991
Nick Donald 8888
Important notice relating to financial adviser
HSBC Bank plc ("HSBC") is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom and is acting exclusively
for KLK and KLKI and no one else in connection with the Offer and
other matters referred to in this announcement and will not regard
any other person (whether or not a recipient of this announcement)
as a client in relation to the Offer or any other matters referred
to in this announcement and is not, and will not be, responsible to
anyone other than KLK and KLKI for providing the protections
afforded to its clients or for providing advice in relation to the
Offer, the contents of this announcement or any transaction or
arrangement referred to in this announcement.
Further information
This announcement is not intended to, and does not, constitute
or form part of any 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, pursuant to the Offer or
otherwise. The Offer will be made solely by means of the Offer
Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted. Any
response to the Offer should be made only on the basis of
information contained in the Offer Document. MP Evans Shareholders
are advised to read the formal documentation in relation to the
Offer carefully once it has been despatched.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of MP Evans Shareholders
who are not resident in the United Kingdom to participate in the
Offer may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or MP Evans Shareholders
who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
shareholders will be contained in the Offer Document.
The Offer will not be made available, directly or indirectly, in
or into or by the use of the mails of, or by any other means or
instrumentality of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of any
Restricted Jurisdiction, unless conducted pursuant to an exemption
from the applicable securities laws of such Restricted
Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Notice to US holders of MP Evans Shares
The Offer, if required to be made in the United States, will be
made in the United States pursuant to applicable exemptions under
the US tender offer rules and securities laws and otherwise in
accordance with the requirements of the Code, the Panel and the
London Stock Exchange. Accordingly, the Offer will be subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.
The Offer is being made for the securities of an English company
quoted on AIM, a market of the London Stock Exchange. The Offer is
subject to UK disclosure requirements, which are different from
certain United States disclosure requirements. The financial
information on the KLK Group and MP Evans included in this
announcement has been prepared in accordance with generally
accepted accounting principles in Malaysia and IFRS, respectively,
thus neither may be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
The receipt of cash pursuant to the Offer by a US holder of MP
Evans Shares may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each MP Evans Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of accepting the Offer. Furthermore, the
payment and settlement procedure with respect to the Offer will
comply with the relevant United Kingdom rules, which differ from
the United States payment and settlement procedures, particularly
with regard to the date of payment of consideration.
The Offer, if required to be made in the United States, will be
made in the United States by KLKI and no one else.
It may be difficult for US holders of MP Evans Shares to enforce
their rights and any claim arising out of US federal securities
laws since KLKI and KLK are incorporated under the laws of the
Cayman Islands and Malaysia, respectively, and MP Evans is
incorporated under the laws of England and Wales and some or all of
their officers and directors are residents of non-US jurisdictions.
In addition, most of the assets of KLKI, KLK and MP Evans are
located outside the United States. US holders of MP Evans Shares
may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities
laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by the use of the
mails of, or by any means or instrumentality of interstate or
foreign commerce or any facilities of a national securities
exchange of, the United States or any other country in which such
offer may not be made other than: (i) in accordance with the tender
offer requirements under the US Securities Exchange Act of 1934 (as
amended) (the "Exchange Act"), or the securities laws of such other
country, as the case may be, or: (ii) pursuant to an available
exemption from such requirements. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved the Offer, passed upon the merits or
fairness of the Offer or passed comment upon the adequacy or
completeness of this announcement or the Offer Document. Any
representation to the contrary is a criminal offence in the United
States.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice and subject to Rule 14e-5(b) under the Exchange Act, KLK,
KLKI or its or their nominees or brokers (acting as agents) or
their respective affiliates may from time to time make certain
purchases of, or arrangements to purchase, shares or other
securities in MP Evans, other than pursuant to the Offer, at any
time prior to completion of the Offer becoming effective. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any such
purchases, or arrangements to purchase, will comply with all
applicable UK rules, including the Code and the rules of the London
Stock Exchange, to the extent applicable. No purchases will be made
outside of the Offer in the United States by or on behalf of KLK
and/or KLKI. In addition, in accordance with, and to the extent
permitted by, the Code and normal UK market practice, HSBC and its
affiliates will continue to act as exempt principal traders in MP
Evans Shares on the London Stock Exchange and engage in certain
other purchasing activities consistent with their respective normal
and usual practice and applicable law. To the extent required by
the applicable law (including the Code), any information about such
purchases will be disclosed on a next day basis to the Panel on
Takeovers and Mergers and a Regulatory Information Service
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com.
Forward-looking statements
This announcement contains certain forward looking statements
with respect to the financial condition, results of operations and
business of MP Evans, the MP Evans Group and certain plans and
objectives of the boards of directors of MP Evans, KLK and KLKI.
These forward looking statements can be identified by the fact that
they do not relate to historical or current facts. Forward looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the boards of directors of MP Evans, KLK and KLKI in the
light of their experience and their perception of historical
trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward looking
statements involve risk and uncertainty and the factors described
in the context of such forward looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward
looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement. MP
Evans, KLK and KLKI assume no obligation to update or correct the
information contained in this announcement.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for KLK or MP Evans, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for KLK or
MP Evans, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to MP Evans Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by MP Evans Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from MP Evans may be provided to KLKI during the
Offer Period as required under Section 4 of Appendix 4 to the
Code.
Publication on website
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on KLK's website at
http://www.klk.com.my/investor-relations/mpevans promptly and by no
later than 12 noon (London time) on 26 October 2016. For the
avoidance of doubt, the contents of that website are not
incorporated, and do not form part of, this announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting HSBC on +44 20 7991 8888. For persons who receive a copy
of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a
person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
25 October 2016
CASH OFFER
for
M.P. Evans Group PLC ("MP Evans" or the "Company")
by
KUALA LUMPUR KEPONG BERHAD ("KLK")
through its wholly-owned subsidiary, KL-KEPONG INTERNATIONAL LTD
("KLKI")
1. Introduction
Following discussions with the Board of MP Evans, the board of
directors of KLK, through its wholly-owned subsidiary, KLKI,
announces the terms of a cash offer for MP Evans by KLKI to acquire
the entire issued and to be issued share capital of MP Evans (the
"Offer"). It is intended that the Offer will be implemented by
means of a takeover offer under the Code and within the meaning of
Part 28 of the Companies Act 2006.
2. Summary of the Offer
Under the terms of the Offer, which will be subject to the
Conditions and further terms set out in Appendix 1 to this
announcement and to the further terms to be set out in the Offer
Document, MP Evans Shareholders will receive:
for each MP Evans Share 640 pence per share in cash
(the "Offer Consideration").
In addition, MP Evans Shareholders whose names are on the
register as at the close of business on 21 October 2016 will
continue to be entitled to receive the interim dividend of 2.25
pence per MP Evans Share announced by MP Evans on 12 September 2016
for the six month period ended 30 June 2016 and which is to be paid
on or after 4 November 2016 (the "Interim Dividend").
Therefore, MP Evans Shareholders will receive through the Offer
Consideration and the Interim Dividend, in total 642.25 pence per
MP Evans Share (the "Offer Value"), valuing the entire issued and
to be issued share capital of MP Evans at approximately GBP360.5
million.
The Offer Value represents a premium of approximately:
-- 51 per cent. to the Closing Price of 426.25 pence per MP
Evans Share on 24 October 2016, being the last Business Day prior
to the commencement of the Offer Period.
-- 54 per cent. to the volume-weighted average Closing Price of
417.4 pence per MP Evans Share for the 30 days ended on 24 October
2016, being the last Business Day prior to the commencement of the
Offer Period;
-- 57 per cent. to the volume-weighted average Closing Price of
408.5 pence per MP Evans Share for the twelve months ended on 24
October 2016, being the last Business Day prior to the commencement
of the Offer Period;
-- 51 per cent. to the volume-weighted average Closing Price of
426.0 pence per MP Evans Share for the three years ended on 24
October 2016, being the last Business Day prior to the commencement
of the Offer Period;
-- 67 per cent to the implied equity value of MP Evans of
GBP182.2 million, based on the Closing Price of 426.25 pence per MP
Evans Share on 24 October 2016, being the last Business Day prior
to the commencement of the Offer Period, adjusted for net debt of
GBP5.4 million at MP Evans, as reported in its interim results for
the half year period ended 30 June 2016, and the additional cash
receipt on 21 July 2016 of GBP62.5 million arising from the
disposal of its NAPCo business (less the associated special
dividend of five pence per MP Evans Share paid on 17 August 2016),
both of which KLKI expects to acquire on a pound-for-pound basis;
and
The Offer Consideration values the entire issued and to be
issued share capital of MP Evans at approximately GBP359.3
million.
3. Background to, and reasons for, the Offer
KLK believes there to be strategic merit in synergising the
operations of MP Evans with KLK's from a geographical and
capabilities perspective. The management of MP Evans will also have
opportunities to develop their careers within the larger
organisation. Together, KLK and MP Evans should establish best
practices for the further growth of both companies and enable the
enlarged group to capitalise on economies of scale in the oil palm
sector.
The Chief Executive Officer of KLK has in recent weeks held
exploratory discussions with the Chairman of MP Evans which were
followed on 11 October 2016 by a proposal in writing to the Board
of MP Evans in respect of an indicative offer of 640 pence per MP
Evans Share, plus the Interim Dividend of 2.25 pence per MP Evans
Share. On 13 October 2016, this proposal was also rejected by the
Board of MP Evans. Nevertheless, the Board of KLK believes that MP
Evans Shareholders should now have the opportunity to decide on the
merits of its Offer.
KLK believes its all-cash Offer is highly attractive for MP
Evans Shareholders, representing a compelling value proposition
with a high degree of certainty at a substantial premium to the
current share price providing an opportunity to realise in full the
value of their investment in the context of the low liquidity in
the trading of MP Evans Shares.
4. Information on KLK and KLKI
KLKI is incorporated in the Cayman Islands and is an indirect
wholly-owned subsidiary of KLK. KLKI's principal activity is acting
as an investment holding company.
KLK, a company incorporated in Malaysia, is one of the leading
oil palm plantation groups in South East Asia. The KLK Group
conducts its business through three core segments: plantations,
resource-based manufacturing and property development in Malaysia.
The headquarters of KLK is located in the town of Ipoh, Malaysia.
Originally established in 1906 as a rubber plantation company, KLK
later expanded its business activities to include oil palm
plantations. Since then, plantations have remained as KLK's core
business activity. Through various strategic acquisitions, KLK
Group's plantations land bank stood at 269,442 hectares (as at 30
September 2015) and this hectarage was spread across Malaysia
(Peninsular Malaysia and Sabah), Indonesia (Belitung Island,
Sumatra, Central and East Kalimantan) and Liberia. Oil palm is the
primary plantation crop for KLK with 207,622 hectares planted with
oil palm as at 30 September 2015, while 13,916 hectares had been
planted with rubber as at 30 September 2015.
From the 1990s onwards, the KLK Group has diversified into
resource-based manufacturing (oleochemicals, derivatives and
specialty chemicals) by vertically integrating both its upstream
and downstream oil palm-based businesses. Its oleochemicals
operations have expanded through organic growth, joint-ventures and
acquisitions in Malaysia, Indonesia, China, Switzerland, Germany,
Belgium and the Netherlands. The oleochemicals division produces
basic oleochemicals (fatty acids, glycerine, fatty alcohols and
esters) and a wide range of downstream oleochemical products such
as methyl ester sulfonate, amines, biodiesel, fine chemicals and
surfactants. Oleochemicals are intermediary chemical products
derived from vegetable oils used in the production of detergents,
cosmetics and other personal care products.
KLK has been listed on the Main Market of Bursa Malaysia
Securities Berhad since 1974 and, as at 24 October 2016 (being the
last Business Day prior to the date of this announcement), had a
market capitalisation of approximately RM 25.9 billion
(approximately GBP5.1 billion). KLK's financial position is
supported by long- and short-term national corporate credit ratings
of AA(1) and P(1) and global corporate credit ratings of (g) A(3)
and (g) P2 by RAM Ratings. Both ratings imply a stable outlook. The
audited financial statements of KLK for its two most recent
financial years ended 30 September 2014 and 30 September 2015 and
KLK's unaudited interim accounts for the quarters ended 31 December
2015, 31 March 2016 and 30 June 2016 are available at
http://www.klk.com.my/investor-relations/business-highlights/.
5. Information on MP Evans
MP Evans, through its subsidiary and associated undertakings,
operates oil palm and rubber plantations in Indonesia and conducts
property development activities in West Malaysia. The principal
activity of MP Evans is the ownership, management and development
of sustainable oil palm estates in Indonesia. Its segments include
plantation crops (predominantly palm oil) in Indonesia, with a
residual balance in Malaysia and property development in Malaysia
and it also has a joint venture in the oil palm sector in
Indonesia. In addition, MP Evans owns an oil palm estate with
property development potential and a minority share in Bertam
Properties Sdn. Berhad (Bertam Properties) that operates on one of
the former estates of MP Evans. It also has an oil palm project in
South Sumatra, Musi Rawas.
MP Evans is traded on AIM, a market of the London Stock
Exchange, and its core strategy is to continue to expand its oil
palm areas in Indonesia in a sustainable and cost-effective manner.
The audited financial statements of MP Evans for its two most
recent financial years ended 31 December 2014 and 31 December 2015
and unaudited interim accounts of MP Evans for the half year ended
30 June 2016 are available at
http://www.mpevans.co.uk/mpevans/en/investors/reports.
6. Management, employees and strategic plans for MP Evans
KLK attaches great importance to the skills, knowledge and
expertise of the existing management and employees of MP Evans.
KLKI confirms that it intends to safeguard fully the existing
employment and pension rights of all MP Evans executive management
and employees in accordance with applicable law and to comply with
pension obligations of MP Evans for existing employees and members
of pension schemes of MP Evans.
KLK recognises that, in order to achieve the expected benefits
from the combination of the KLK Group and the MP Evans Group, some
operational and administrative restructuring will be required
following completion to enable the KLK and MP Evans businesses to
be integrated. KLK has not had any discussions with MP Evans
regarding the integration of the businesses of KLK and MP Evans and
therefore KLK has not made any decisions about how such integration
should be carried out. Following the completion of the Offer, KLK
intends to carry out a review of the business and operations of MP
Evans in order to determine the best way to integrate the
businesses of KLK and MP Evans. It is anticipated that, as part of
the integration review, KLK will enter into discussions with the
executive management of MP Evans regarding their potential
continuing involvement and career progression within the enlarged
group.
There are no agreements or arrangements between KLK and the
executive management of MP Evans and, in particular, no discussions
have taken place in relation to the terms of any management
incentivisation agreements. In addition, KLK's integration review
may also lead to the identification of overlapping managerial and
other functions and other potential synergies which may lead to
potential headcount reductions. Finalisation of the integration
plan will be subject to engagement with appropriate stakeholders,
including employee representative bodies and unions.
7. KLK's current trading and prospects
An extract from KLK's Interim Financial Report for the third
quarter ended 30 June 2016 is set out below:
"The current palm oil prices remain resilient on account of low
stock levels due to the drought hit production. With the
anticipated recovery of FFB crop production in the coming months,
production cost may decline. Taking these factors into
consideration, the plantations profit is expected to be
satisfactory for the current financial year.
The oleochemical business continues to be challenging under
difficult market conditions with margins being pressured especially
those CPKO-based products. Notwithstanding this, the oleochemical
division anticipates to achieve favourable results on account of
additional capacities from plants expansion coming fully on-stream
together with operational efficiency and productivity
improvement.
Without accounting for the surplus on sale of plantation land
realised in the 1st quarter, the Group expects a satisfactory
profit for the current financial year 2016."
Since the announcement of its results for the third quarter
ended 30 June 2016, KLK has continued to trade materially in line
with expectations.
8. Financing of the Offer
Full acceptance of the Offer will result in the payment by KLKI
of approximately GBP359.3 million in cash to MP Evans Shareholders
(and participants in the MP Evans Share Schemes) (which, for the
avoidance of doubt, does not include the Interim Dividend which is
payable by MP Evans). The cash consideration payable to MP Evans
Shareholders (and participants in the MP Evans Share Schemes) will
be satisfied through drawdown under an acquisition loan facility
provided by The Hongkong and Shanghai Banking Corporation Limited
to which KLKI (as borrower) and KLK (as guarantor) are parties (the
"Acquisition Facility Agreement").
HSBC, as financial adviser to KLK and KLKI, is satisfied that
sufficient cash resources are available to KLKI to satisfy in full
the cash consideration payable to MP Evans Shareholders (and
participants in the MP Evans Share Schemes) in the event of full
acceptance of the Offer (which, for the avoidance of doubt, does
not include the Interim Dividend which is payable by MP Evans).
9. Structure of the Offer
9.1 Terms and conditions
The Offer is conditional upon, amongst other things, valid
acceptances being received in respect of MP Evans Shares which,
together with any MP Evans Shares acquired by KLKI and/or KLK or
any other member of the KLK Group (whether pursuant to the Offer or
otherwise) carry, in aggregate, more than 50 per cent. of the
voting rights then normally exercisable at a general meeting of MP
Evans. Appendix 1 to this announcement sets out the Conditions and
further terms to which the Offer will be subject. The Offer does
not require the approval of KLK's shareholders.
The Offer can only become effective if all Conditions to the
Offer have been satisfied or, where applicable, waived. Subject to
the satisfaction or, where applicable, waiver of the Conditions, it
is expected that completion of the Offer will occur at or around
the end of 2016/early 2017.
9.2 Takeover offer
It is intended that the Offer be implemented by means of a
takeover offer under the Code. KLKI reserves the right, subject to
the consent of the Panel, to effect the Offer by way of a
Court-sanctioned scheme of arrangement under Part 26 of the UK
Companies Act. In such event, the acquisition will be implemented
on substantially the same terms, subject to appropriate amendments,
as those which would apply to the Offer.
9.3 Publication of Offer Document
It is expected that the Offer Document will be posted to MP
Evans Shareholders as soon as reasonably practicable and, in any
event, within 28 days of this announcement.
9.4 Compulsory acquisition and cancellation of admission to trading
If the Offer becomes, or is declared, unconditional in all
respects and KLKI receives valid acceptances under the Offer in
respect of MP Evans Shares which, together with any MP Evans Shares
acquired, or agreed to be acquired, before or during the Offer by
KLKI and/or any other members of the KLK Group, represent not less
than 75 per cent. of the voting rights attaching to the MP Evans
Shares, KLKI may procure that MP Evans will make an application for
the cancellation of the admission to trading on AIM of the MP Evans
Shares.
In such event, any such cancellation would be expected to take
effect no earlier than 20 Business Days after the date on which
KLKI has, by virtue of its (or any other member of the KLK Group's)
shareholdings and acceptances of the Offer, acquired, or agreed to
acquire, 75 per cent. of the voting rights attaching to the MP
Evans Shares. KLKI will notify MP Evans Shareholders when the
necessary 75 per cent. threshold has been reached and confirm that
the notice period has commenced and the anticipated date of
cancellation.
If KLKI does not receive sufficient acceptances in respect of,
or acquire, MP Evans Shares that give it a 75 per cent.
shareholding in MP Evans, its intention is to maintain MP Evans
admission to trading on AIM.
In the event that cancellation of admission to trading does
occur, it is likely to reduce significantly the liquidity and
marketability of any MP Evans Shares in respect of which the Offer
has not at such time been accepted.
If the Offer becomes, or is declared, unconditional in all
respects and KLKI receives valid acceptances under the Offer in
respect of, and/or otherwise acquires, not less than 90 per cent.
of the MP Evans Shares by nominal value and voting rights attaching
to such shares to which the Offer relates, KLKI may apply the
provisions of sections 979 to 982 (inclusive) of the Companies Act
2006 to acquire compulsorily any outstanding MP Evans Shares to
which the Offer relates not acquired, or agreed to be acquired,
pursuant to the Offer or otherwise.
If cancellation of admission to trading on AIM does occur, then
MP Evans may also be re-registered as a private limited company in
due course.
For the avoidance of doubt, no decision has been taken by KLKI
in respect of procuring the cancellation of admission to trading on
AIM of the MP Evans Shares or applying the provisions of sections
979 to 982 (inclusive) of the Companies Act 2006 to compulsorily
acquire any outstanding MP Evans Shares.
10. Interim Dividend
Holders of MP Evans Shares whose names are on the register on 21
October 2016 shall be entitled to receive the Interim Dividend
without any reduction in the Offer Consideration payable under the
terms of the Offer. The Interim Dividend will be paid on or after 4
November 2016.
If any dividend or other distribution is authorised, declared,
made or paid in respect of MP Evans Shares on or after the date of
this announcement and prior to closing of the Offer other than the
Interim Dividend, or in excess of the Interim Dividend, the Offer
Consideration shall be reduced by the amount of such dividend or
other distribution or by the excess above the Interim Dividend.
11. Disclosure of interests in MP Evans Shares
As at 24 October 2016, being the last Business Day prior to the
date of this announcement, none of KLKI nor any KLKI Director nor
any other member of the KLK Group nor, so far as the KLKI Directors
are aware, any person acting, or deemed to be acting, in concert
with KLKI:
a) had an interest in, or right to subscribe for, relevant securities of MP Evans;
b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of MP Evans;
c) had procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant securities of
MP Evans; or
d) had borrowed or lent any MP Evans Shares.
Furthermore, no arrangement exists between KLKI, any other
member of the KLK Group or MP Evans or a person acting in concert
with KLKI or MP Evans in relation to MP Evans Shares. For these
purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to MP Evans Shares which may
be an inducement to deal or refrain from dealing in such
securities.
12. MP Evans Share Schemes
The Offer extends to any MP Evans Shares which are
unconditionally allotted or issued fully paid (or credited as fully
paid) while the Offer remains open for acceptance, including any
such shares unconditionally allotted or issued pursuant to the
exercise of options and/or awards under the MP Evans Share Schemes.
Appropriate proposals will be made to participants in the MP Evans
Share Schemes and such persons will be sent separate letters in due
course explaining the effect of the Offer on their options/awards
and setting out the proposals being made in respect of their
outstanding options/awards in connection with the Offer.
13. Effects of the Offer
The Offer will not have any effect on KLK's share capital nor
the shareholdings of KLK's substantial shareholders.
On the assumption that KLKI receives valid acceptances in
respect of, or otherwise acquires, all MP Evans Shares, the effect
of the Offer on the net assets, earnings, gearing and gearing ratio
of the KLK Group for the financial year ending 30 September 2017
will be as follows:
a) Net Assets - no material effect;
b) Earnings - no material effect;
c) Gearing - expected to increase from approximately RM4.6 billion to RM6.6 billion; and
d) Gearing Ratio - expected to increase from 0.44 to 0.62.
14. Documents available on website
Copies of the following documents will be published by no later
than 12 noon (London time) on the Business Day following the date
of this announcement on KLK's website at
http://www.klk.com.my/investor-relations/mpevans and will be made
available until the end of the Offer Period:
-- a copy of this announcement; and
-- the Acquisition Facility Agreement.
15. General
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities.
Your attention is drawn to the further information contained in
the Appendices which form part of, and should be read in
conjunction with, this announcement.
The Offer will be subject to the Conditions and further terms
set out in Appendix 1 to this announcement and to the full terms
and conditions which will be set out in the Offer Document.
Appendix 2 contains the bases and sources of certain information
used in this summary and this announcement. Appendix 3 contains
definitions of certain terms used in this summary and this
announcement.
Enquiries:
KLK
David Chong +603 7809 8962
Teh Kwan Wey +603 7809 8965
Yap Miow Kien +605 240 8052
HSBC Bank plc
Oliver Smith
Rajeev Sahney
Alex Thomas +44 20 7991
Nick Donald 8888
Important notices relating to financial advisers and corporate
brokers
HSBC Bank plc ("HSBC") is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom and is acting exclusively
for KLK and KLKI and no one else in connection with the Offer and
other matters referred to in this announcement and will not regard
any other person (whether or not a recipient of this announcement)
as a client in relation to the Offer or any other matters referred
to in this announcement and is not, and will not be, responsible to
anyone other than KLK and KLKI for providing the protections
afforded to its clients or for providing advice in relation to the
Offer, the contents of this announcement or any transaction or
arrangement referred to in this announcement.
Further information
This announcement is not intended to, and does not, constitute
or form part of any 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, pursuant to the Offer or
otherwise. The Offer will be made solely by means of the Offer
Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted. Any
response to the Offer should be made only on the basis of
information contained in the Offer Document. MP Evans Shareholders
are advised to read the formal documentation in relation to the
Offer carefully once it has been despatched.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of MP Evans Shareholders
who are not resident in the United Kingdom to participate in the
Offer may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or MP Evans Shareholders
who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
shareholders will be contained in the Offer Document.
The Offer will not be made available, directly or indirectly, in
or into or by the use of the mails of, or by any other means or
instrumentality of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of any
Restricted Jurisdiction, unless conducted pursuant to an exemption
from the applicable securities laws of such Restricted
Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Notice to US holders of MP Evans Shares
The Offer, if required to be made in the United States, will be
made in the United States pursuant to applicable exemptions under
the US tender offer rules and securities laws and otherwise in
accordance with the requirements of the Code, the Panel and the
London Stock Exchange. Accordingly, the Offer will be subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.
The Offer is being made for the securities of an English company
quoted on AIM, a market of the London Stock Exchange. The Offer is
subject to UK disclosure requirements, which are different from
certain United States disclosure requirements. The financial
information on the KLK Group and MP Evans included in this
announcement has been prepared in accordance with generally
accepted accounting principles in Malaysia and IFRS, respectively,
thus neither may be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
The receipt of cash pursuant to the Offer by a US holder of MP
Evans Shares may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each MP Evans Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of accepting the Offer. Furthermore, the
payment and settlement procedure with respect to the Offer will
comply with the relevant United Kingdom rules, which differ from
the United States payment and settlement procedures, particularly
with regard to the date of payment of consideration.
The Offer, if required to be made in the United States, will be
made in the United States by KLKI and no one else.
It may be difficult for US holders of MP Evans Shares to enforce
their rights and any claim arising out of US federal securities
laws since KLKI and KLK are incorporated under the laws of the
Cayman Islands and Malaysia, respectively, and MP Evans is
incorporated under the laws of England and Wales and some or all of
their officers and directors are residents of non-US jurisdictions.
In addition, most of the assets of KLKI, KLK and MP Evans are
located outside the United States. US holders of MP Evans Shares
may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities
laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by the use of the
mails of, or by any means or instrumentality of interstate or
foreign commerce or any facilities of a national securities
exchange of, the United States or any other country in which such
offer may not be made other than: (i) in accordance with the tender
offer requirements under the US Securities Exchange Act of 1934 (as
amended) (the "Exchange Act"), or the securities laws of such other
country, as the case may be, or: (ii) pursuant to an available
exemption from such requirements. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved the Offer, passed upon the merits or
fairness of the Offer or passed comment upon the adequacy or
completeness of this announcement or the Offer Document. Any
representation to the contrary is a criminal offence in the United
States.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice and subject to Rule 14e-5(b) under the Exchange Act, KLK,
KLKI or its or their nominees or brokers (acting as agents) or
their respective affiliates may from time to time make certain
purchases of, or arrangements to purchase, shares or other
securities in MP Evans, other than pursuant to the Offer, at any
time prior to completion of the Offer becoming effective. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any such
purchases, or arrangements to purchase, will comply with all
applicable UK rules, including the Code and the rules of the London
Stock Exchange, to the extent applicable. No purchases will be made
outside of the Offer in the United States by or on behalf of KLK
and/or KLKI. In addition, in accordance with, and to the extent
permitted by, the Code and normal UK market practice, HSBC and its
affiliates will continue to act as exempt principal traders in MP
Evans Shares on the London Stock Exchange and engage in certain
other purchasing activities consistent with their respective normal
and usual practice and applicable law. To the extent required by
the applicable law (including the Code), any information about such
purchases will be disclosed on a next day basis to the Panel on
Takeovers and Mergers and a Regulatory Information Service
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com.
Forward-looking statements
This announcement contains certain forward looking statements
with respect to the financial condition, results of operations and
business of MP Evans, the MP Evans Group and certain plans and
objectives of the boards of directors of MP Evans, KLK and KLKI.
These forward looking statements can be identified by the fact that
they do not relate to historical or current facts. Forward looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the boards of directors of MP Evans, KLK and KLKI in the
light of their experience and their perception of historical
trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward looking
statements involve risk and uncertainty and the factors described
in the context of such forward looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward
looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement. MP
Evans, KLK and KLKI assume no obligation to update or correct the
information contained in this announcement.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for KLK or MP Evans, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for KLK or
MP Evans, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to MP Evans Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by MP Evans Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from MP Evans may be provided to KLKI during the
Offer Period as required under Section 4 of Appendix 4 to the
Code.
Publication on website
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on KLK's website at
http://www.klk.com.my/investor-relations/mpevans promptly and by no
later than 12 noon (London time) on 26 October 2016. For the
avoidance of doubt, the contents of that website are not
incorporated, and do not form part of, this announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting HSBC on +44 20 7991 8888. For persons who receive a copy
of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a
person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
APPIX 1
CONDITIONS AND FURTHER TERMS OF THE OFFER
PART 1
CONDITIONS OF THE OFFER
The Offer will be made on the terms and conditions set out in
this Appendix and in the Offer Document and the Form of
Acceptance.
1. Conditions to the Offer
The Offer will be subject to the following conditions:
Acceptance Condition
(a) valid acceptances being received (and not, where permitted,
withdrawn) by no later than 1.00 p.m. (London time) on the First
Closing Date of the Offer (or such later time(s) and/or date(s) as
KLKI may, with the consent of the Panel or in accordance with the
Code, decide) in respect of MP Evans Shares which, together with
all other MP Evans Shares acquired by KLKI and/or any other members
of the KLK Group (whether pursuant to the Offer or otherwise),
carry, in aggregate, more than 50 per cent. of the voting rights
then normally exercisable at a general meeting of MP Evans. For the
purposes of this Condition, MP Evans Shares which have been
unconditionally allotted but not issued before the Offer becomes,
or is declared, unconditional as to acceptances, whether pursuant
to the exercise of any outstanding subscription or conversion
rights or otherwise, shall be deemed to carry the voting rights
they will carry on issue;
Other third party clearances
(b) no government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body or
association, institution or agency (including any trade agency) or
any court or other body (including any professional or
environmental body) or person in any jurisdiction (each a "Relevant
Authority") having decided to take, institute or threaten any
action, proceeding, suit, investigation, enquiry or reference or
enacted, made or proposed and there not continuing to be
outstanding any statute, regulation, order or decision that would
or might reasonably be expected to:
(i) make the acquisition or the proposed acquisition of MP Evans
Shares, or control or management of MP Evans, by KLKI or any member
of the Wider KLK Group void, unenforceable and/or illegal in any
jurisdiction or, directly or indirectly, prevent, prohibit or
otherwise restrict, delay or interfere with the implementation of,
or impose additional conditions or obligations with respect to, or
otherwise challenge or require amendment to the terms of, the Offer
or the acquisition, or proposed acquisition, of any MP Evans
Shares, or control or management of, MP Evans by KLKI or any member
of the Wider KLK Group;
(ii) require, prevent or delay the divestiture (or alter the
terms of any proposed divestiture) by any member of the Wider KLK
Group or the Wider MP Evans Group of all or any part of their
respective businesses, assets or properties, or impose any
limitation on their ability to conduct all or any part of their
respective businesses and to own, control or manage all or any of
their respective assets or properties;
(iii) impose any limitation on, or result in any delay in, the
ability of any member of the Wider KLK Group to acquire or hold or
to exercise effectively, directly or indirectly, all or any rights
of ownership of shares or other securities (or the equivalent) in,
or to exercise management control over, any member of the Wider MP
Evans Group or on the ability of the Wider MP Evans Group to hold
or exercise effectively, directly or indirectly, all or any rights
of ownership of shares or other securities (or the equivalent) in,
or to exercise management control over, any other member of the
Wider MP Evans Group;
(iv) require any member of the Wider KLK Group or of the Wider
MP Evans Group to acquire or offer to acquire any shares or other
securities (or the equivalent) or interest in any member of the
Wider MP Evans Group or any member of the Wider KLK Group owned by
a third party (other than in the implementation of the Offer) where
such acquisition would be material in the context of the Wider KLK
Group or the Wider MP Evans Group, taken as a whole;
(v) require the divestiture by any member of the Wider KLK Group
of any shares, securities or other interests in any member of the
Wider MP Evans Group;
(vi) impose any limitation on, or result in any delay in, the
ability of any member of the Wider KLK Group or the Wider MP Evans
Group to integrate or co-ordinate its business, or any part of it,
with the businesses or any part of the businesses of any other
member of the Wider KLK Group and/or the Wider MP Evans Group;
(vii) result in any member of the Wider KLK Group or the Wider
MP Evans Group ceasing to be able to carry on business under any
name under which it presently does so in any jurisdiction; or
(viii) otherwise adversely affect the business, assets,
financial or trading position or profits or prospects of any member
of the Wider KLK Group or the Wider MP Evans Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Relevant Authority could
decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any relevant jurisdiction in respect
of the Offer or the acquisition or proposed acquisition of any MP
Evans Shares or other securities in, or control or management of,
MP Evans or otherwise intervene having expired, lapsed or been
terminated;
(c) all filings, applications and/or notifications which are
necessary or reasonably considered appropriate by KLKI having been
made and all relevant waiting periods and other time periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated or waived (as appropriate) and all applicable statutory
or regulatory obligations in any jurisdiction having been complied
with, in each case, in respect of the Offer and the acquisition or
the proposed acquisition of any shares or other securities in, or
control or management of, MP Evans or any member of the Wider MP
Evans Group by any member of the Wider KLK Group or the carrying on
by any member of the Wider MP Evans Group of its business;
(d) all authorisations, orders, grants, recognitions,
confirmations, licences, consents, clearances, permissions and
approvals which are necessary or reasonably considered appropriate
by KLK in any jurisdiction for or in respect of the Offer and the
proposed acquisition of MP Evans Shares, or control of MP Evans, by
KLKI or any member of the Wider KLK Group being obtained on terms
and in a form reasonably satisfactory to KLKI from appropriate
Relevant Authorities, or from any persons or bodies with whom any
member of the Wider KLK Group or the Wider MP Evans Group has
entered into contractual arrangements or other business
relationships, and such authorisations, orders, grants,
recognitions, confirmations, licences, consents, clearances,
permissions and approvals, together with all authorisations,
orders, grants, recognitions, confirmations, licences, consents,
clearances, permissions and approvals necessary or reasonably
considered appropriate for any member of the Wider MP Evans Group
to carry on its business, remaining in full force and effect and no
intimation of any intention to revoke, suspend, restrict or modify
or not to renew any of the same having been made and all necessary
statutory or regulatory obligations in any jurisdiction having been
complied with;
(e) there being no temporary restraining order, preliminary or
permanent injunction, preliminary or permanent enjoinment, or other
order threatened or issued and being in effect by a court or other
Relevant Authority which has the effect of making the Offer or any
acquisition or proposed acquisition of any shares or other
securities in, or control or management of, any member of the Wider
MP Evans Group by any member of the Wider KLK Group or the
implementation of either of them, void, voidable, illegal and/or
unenforceable under the laws of any relevant jurisdiction or
otherwise, directly or indirectly, prohibiting, preventing,
restraining, restricting, delaying or otherwise interfering with
the consummation or the approval of the Offer or any matter arising
from the proposed acquisition of any shares of other securities in,
or control or management of, any member of the Wider MP Evans Group
by any member of the Wider KLK Group;
MP Evans Shareholder resolution(s)
(f) no resolution(s) of MP Evans Shareholders in relation to any
acquisition or disposal of assets or shares (or the equivalent
thereof) in any undertaking or undertakings (or in relation to any
merger, demerger, consolidation, reconstruction, amalgamation or
scheme) being passed at any meeting of MP Evans Shareholders other
than in relation to the Offer or any Scheme and, other than with
the consent or the agreement of KLKI, no member of the Wider MP
Evans Group having taken (or agreed or proposed to take) any action
that requires, or would require, the consent of the Takeover Panel
or the approval of MP Evans Shareholders in accordance with, or as
contemplated by, Rule 21.1 of the Code;
Confirmation of absence of adverse circumstances
(g) there being no provision of any authorisation, agreement,
arrangement, licence, permit, lease, franchise or other instrument
to which any member of the Wider MP Evans Group is a party or by or
to which any such member or any of its assets is or may be bound,
entitled or subject which, as a result of the Offer or the
acquisition or proposed acquisition by KLKI or any member of the
Wider KLK Group of any MP Evans Shares, or change in the control or
management of MP Evans or otherwise, would or might reasonably be
expected to result in:
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or any grant available to, any member of the Wider
MP Evans Group being or becoming repayable, or capable of being
declared repayable, immediately or earlier than the stated maturity
or repayment date or the ability of such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business
of any member of the Wider MP Evans Group under any such
authorisation, agreement, arrangement, licence, permit, lease,
franchise or other instrument or the rights, liabilities,
obligations, interests or business of any member of the Wider MP
Evans Group in or with any other firm or company or body or person
(or any agreement or arrangement relating to any such rights,
liabilities, obligations, interests or business) being, or becoming
capable of being, terminated or adversely modified or adversely
affected or any onerous obligation or liability arising or any
adverse action being taken or arising thereunder;
(iii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any member of the Wider MP Evans Group or any
such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(iv) any assets, property or interest of, or any asset the use
of which is enjoyed by, any member of the Wider MP Evans Group
being, or falling to be, disposed of by, or ceasing to be available
to, any member of the Wider MP Evans Group or any right arising
under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any member
of the Wider MP Evans Group;
(v) any member of the Wider MP Evans Group ceasing to be able to
carry on business under any name under which it presently does so
in any jurisdiction;
(vi) the financial or trading or regulatory position or
prospects or the value of any member of the Wider MP Evans Group
being prejudiced or adversely affected;
(vii) the creation, acceleration or assumption of any
liabilities (actual, contingent or prospective) by any member of
the Wider MP Evans Group;
(viii) any requirement on any member of the Wider MP Evans Group
to acquire, subscribe, pay up or repay any shares or other
securities (or the equivalent) in and/or any indebtedness of any
member of the Wider MP Evans Group owned by any third party;
(ix) any material liability of any member of the Wider MP Evans
Group to make any severance, termination, bonus or other payment to
any of its directors or other officers; and
(x) no event having occurred which, under any provision of any
such authorisation, agreement, arrangement, licence, permit, lease,
franchise or other instrument to which any member of the Wider MP
Evans Group is a party or by or to which any such member or any of
its assets may be bound or be subject, could result in any of the
events or circumstances as are referred to in this paragraph
(g);
No material transactions, claims or changes in the conduct of
the business of MP Evans:
(h) no member of the Wider MP Evans Group has since 31 December 2015:
(i) issued, agreed to issue, authorised or proposed the issue
of, additional shares of any class, or securities convertible into,
or exchangeable for, or rights, warrants or options to subscribe
for or acquire, any such shares or convertible or exchangeable
securities or transferred or sold (or agreed to transfer or sell)
any shares out of treasury (except, where relevant, as between MP
Evans and its wholly-owned subsidiaries or between its wholly-owned
subsidiaries and except in connection with the ongoing operation of
the MP Evans Share Schemes (in accordance with their respective
terms);
(ii) recommended, declared, paid or made or proposed or resolved
to recommend, declare, pay or make any bonus issue, dividend or
other distribution, whether payable in cash or otherwise, other
than a distribution to MP Evans or one of its wholly-owned
subsidiaries;
(iii) other than pursuant to the Offer, implemented or
authorised any merger or demerger or (except for transactions
between MP Evans and its wholly-owned subsidiaries, or between its
wholly-owned subsidiaries or transactions in the ordinary course of
business) acquired or disposed of or transferred, mortgaged or
charged, or created any other security interest over, any asset or
any right, title or interest in any asset or authorised, proposed
or announced any intention to do so;
(iv) (except for transactions between MP Evans and its
wholly-owned subsidiaries, or between its wholly-owned subsidiaries
or transactions in the ordinary course of business) entered into,
or authorised, proposed or announced the entry into, any joint
venture, asset or profit-sharing arrangement, partnership or merger
of businesses or corporate entities;
(v) (except for transactions between MP Evans and its
wholly-owned subsidiaries, or between its wholly-owned subsidiaries
or transactions in the ordinary course of business) other than
pursuant to the Offer, implemented or authorised any
reconstruction, amalgamation, scheme or other transaction or
arrangement with a substantially equivalent effect;
(vi) (except for transactions between MP Evans and its
wholly-owned subsidiaries, or between its wholly-owned subsidiaries
or transactions in the ordinary course of business) purchased,
redeemed or repaid any of its own shares or other securities or
reduced or made or authorised any other change in its share
capital;
(vii) (except for transactions between MP Evans and its
wholly-owned subsidiaries or between its wholly-owned subsidiaries)
made or authorised any change in its loan capital or issued or
authorised the issue of any debentures or incurred or increased any
indebtedness or contingent liability;
(viii) entered into, varied or terminated, or authorised the
entry into, variation or termination of, any contract, commitment
or arrangement (whether in respect of capital expenditure, real
estate or otherwise) which is outside the ordinary course of
business or which is of a long term, onerous or unusual nature or
magnitude or which involves, or might reasonably be expected to
involve, an obligation of a material nature or magnitude which is
restrictive on the business of any member of the Wider MP Evans
Group;
(ix) been unable or deemed unable, or admitted in writing that
it is unable, to pay its debts as they fall due or having stopped
or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or
a substantial part of its business;
(x) commenced negotiations with any of its creditors or taken
any step with a view to rescheduling or restructuring any of its
indebtedness or entered into a composition, compromise, assignment
or arrangement with any of its creditors whether by way of a
voluntary arrangement, scheme of arrangement, deed of compromise or
otherwise;
(xi) (other than in respect of a subsidiary of MP Evans which is
dormant and solvent at the relevant time) taken any corporate
action or had any legal proceedings started, served or threatened
against it or any documents filed or faxed in court for its
winding-up (voluntary or otherwise), dissolution or reorganisation
(or for any analogous proceedings or steps in any jurisdiction) or
for the appointment of a liquidator, provisional liquidator,
receiver, administrator, administrative receiver, trustee or
similar officer (or for the appointment of any analogous person in
any jurisdiction) of all or any of its assets and revenues or had
notice given of the intention to appoint any of the foregoing to
it;
(xii) except in the ordinary course of business, waived,
compromised, settled, abandoned or admitted any material dispute,
claim or counter-claim whether made or potential and whether by or
against any member of the Wider MP Evans Group;
(xiii) made any alteration or amendment to its constitutional documents;
(xiv) entered into, or varied the terms of, or terminated or
given notice of termination of, any service agreement or
arrangement with any director or senior executive of the Wider MP
Evans Group;
(xv) proposed, agreed to provide, or agreed to modify the terms
of, any share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any
person employed by the Wider MP Evans Group, other than in
accordance with the terms of the Offer;
(xvi) made or consented to any material change to the terms of
the trust deeds constituting the pension scheme(s) established for
its directors and/or employees and/or their dependants or to the
contributions payable to any such pension scheme(s) or the benefits
which accrue, or to the pensions which are payable, thereunder, or
to the basis on which qualification for or accrual or entitlement
to such benefits or pensions are calculated or determined, or to
the basis upon which the liabilities (including pensions) of such
pension schemes are funded or made, or agreed or consented to, any
change to the trustees, other than in accordance with applicable
law;
(xvii) save as between MP Evans and its wholly-owned
subsidiaries, granted any lease in respect of any of the leasehold
or freehold property owned or occupied by it or transferred or
otherwise disposed of any such property; or
(xviii) entered into any contract, commitment or arrangement or
passed any resolution or made any offer (which remains open for
acceptance) with respect to, or proposed or announced any intention
to effect or propose, any of the transactions, matters or events
referred to in this paragraph (h);
(i) since 31 December 2015:
(i) no adverse change or deterioration having occurred and no
events, matters or circumstances having arisen which would or might
reasonably be expected to result in any adverse change or
deterioration in the business, assets, financial, trading or
regulatory position or profits or prospects or operational
performance or legal or regulatory position of any member of the
Wider MP Evans Group;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings in any jurisdiction having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of any member of the Wider MP Evans Group or to which any
member of the Wider MP Evans Group is a party (whether as claimant
or defendant or otherwise) and no enquiry or investigation by any
Relevant Authority or other investigative body against or in
respect of any member of the Wider MP Evans Group having been
threatened, announced, instituted or remaining outstanding by,
against or in respect of any member of the Wider MP Evans
Group;
(iii) no contingent or other liability having arisen or become
apparent to KLKI outside the ordinary course of business which
would or might reasonably be expected to adversely affect any
member of the Wider MP Evans Group; or
(iv) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider MP Evans Group which is necessary for the proper carrying
on of its business;
No discovery of certain matters regarding information and
liabilities, corruption and intellectual property
(j) KLKI not having discovered:
(i) that any financial, business or other information concerning
any member of the Wider MP Evans Group publicly disclosed prior to
the date of this announcement at any time by any member of the
Wider MP Evans Group is misleading, contains a misrepresentation of
fact or omits to state a fact necessary to make the information
contained therein not misleading and which was not subsequently
corrected before the date of this announcement by disclosure by, or
on behalf of, the Wider MP Evans Group through the publication of
an announcement via a Regulatory Information Service;
(ii) that any member of the Wider MP Evans Group is subject to
any liability, actual, contingent, prospective or otherwise, other
than in the ordinary course of business; or
(iii) any information which materially adversely affects the
import of any information publicly disclosed at any time;
(k) KLKI not having discovered that:
(i) any past or present member of the Wider MP Evans Group has
not complied in any material respect with all applicable
legislation, regulations of any jurisdiction or any authorisations,
orders, recognitions, grants, consents, clearances, confirmations,
certificates, licences, permissions, determinations, exemptions or
approvals ("Authorisations") relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance
likely to impair the environment (including any property) or harm
human or animal health or otherwise relating to environmental
matters or the health and safety of humans, which non-compliance
would be likely to give rise to any liability including any penalty
for non-compliance (whether actual or contingent) on the part of
any member of the Wider MP Evans Group;
(ii) there has been a disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any liability (whether
actual or contingent) on the part of any member of the Wider MP
Evans Group;
(iii) there is, or is reasonably likely to be, any obligation or
liability (whether actual or contingent) or requirement to make
good, remediate, repair, reinstate or clean up any property or
asset currently or previously owned, occupied, operated or made use
of or controlled by any past or present member of the Wider MP
Evans Group (or on its behalf), or in which any such member may
have, or previously have had or be deemed to have had, an interest,
under any environmental legislation, common law, regulation,
notice, circular, Authorisation or order of any Regulatory
Authority in any jurisdiction or to contribute to the cost thereof
or associated therewith or indemnify any person in relation
thereto;
(iv) circumstances exist (whether as a result of the Offer or
otherwise) which would be reasonably likely to lead to any
Regulatory Authority instituting (or whereby any member of the
Wider MP Evans Group would be likely to be required to institute)
an environmental, audit or take any steps which would, in any such
case, be reasonably likely to result in any actual or contingent
liability to improve or install new plant or equipment or to make
good, repair, reinstate or clean up any property of any description
or any asset now or previously owned, occupied or made use of by
any past or present member of the Wider MP Evans Group (or on its
behalf) or by any person for which a member of the Wider MP Evans
Group is or has been responsible, or in which any such member may
have, or previously have had or be deemed to have had, an
interest;
(v) any member of the Wider MP Evans Group is subject to any
liability, actual or contingent and which has arisen otherwise than
in the ordinary course of business, which is not disclosed in the
annual report and accounts of MP Evans for the period ended 31
December 2015;
(vi) circumstances exist whereby a person has, or class of
persons have, or is reasonably likely to have, any legitimate claim
or claims against any member of the Wider MP Evans Group in respect
of any product or process, or materials used therein, now or
previously manufactured, sold, supplied or carried out by any past
or present member of the Wider MP Evans Group;
(vii) any member of the Wider MP Evans Group or any person that
performs or has performed services for or on behalf of any such
member is or has engaged in any activity, practice or conduct which
would constitute an offence under the Bribery Act 2010 or any other
applicable anti-corruption legislation in any jurisdiction;
(viii) any past or present member of the Wider MP Evans Group
has engaged in any activity or business with, or made any
investments in, or made any payments to any government, entity or
individual covered by any of the economic sanctions administered by
the United Nations or the European Union (or any of their
respective member states) or the United States Office of Foreign
Assets Control or any other governments or supranational body or
authority in any jurisdiction;
(ix) any asset of any member of the Wider MP Evans Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition); or
(x) no circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member
of the Wider MP Evans Group, which would have an adverse effect on
the Wider MP Evans Group, including: (A) any member of the Wider MP
Evans Group losing its title to any of its intellectual property,
or any intellectual property owned by the Wider MP Evans Group
being revoked, cancelled or declared invalid; (B) any claim being
asserted or threatened by any person challenging the ownership of
any member of the Wider MP Evans Group to, or the validity or
effectiveness of, any of its intellectual property; or (C) any
agreement regarding the use of any intellectual property licensed
to or by any member of the Wider MP Evans Group being terminated or
varied.
PART 2
CERTAIN FURTHER TERMS OF THE OFFER
KLKI reserves the right (subject to the requirements of the Code
and the Panel) to waive, in whole or in part, all or any of the
Conditions in paragraphs (b) to (k) (inclusive) of Part 1 at its
absolute discretion. The Conditions are inserted for the benefit of
KLKI and no MP Evans Shareholder shall be entitled to waive any of
the Conditions without the prior consent of KLKI.
KLKI shall be under no obligation to waive or treat as fulfilled
any of the Conditions in paragraphs (b) to (k) (inclusive) of Part
1 by a date earlier than the latest date specified below for the
fulfilment of them notwithstanding that the other Conditions may at
such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
At such time as the Condition in paragraph (a) of Part 1 has
been satisfied, KLKI will declare the Offer unconditional in all
respects unless it has at that time notified the Panel and MP Evans
of some fact or circumstance which entitles (or might reasonably be
expected with further investigation to entitle) it to declare the
Offer to have lapsed in reliance on some other Condition.
The Offer will lapse unless all Conditions to the Offer are
fulfilled or (if capable of waiver) waived or, where appropriate,
determined by KLKI to have been or remain satisfied by midnight
(London time) on the date which is 21 days after the later of the
First Closing Date and the date on which the Offer becomes, or is
declared, unconditional as to acceptances (or such later date (if
any) as KLKI may, with the consent of the Panel or in accordance
with the Code, decide).
If KLKI is required by the Panel to make a mandatory offer for
MP Evans Shares under Rule 9 of the Code, KLKI may make such
alterations to the above Conditions as are necessary to comply with
the provisions of that Rule.
The MP Evans Shares will be acquired by KLKI or any other member
of the KLK Group fully paid and free from all liens, charges,
encumbrances, rights of pre-emption and any other third party
rights of any nature whatsoever and together with all rights
attaching to them as at the date of this announcement or
subsequently attaching or accruing to them, including, without
limitation, voting rights and the right to receive and retain, in
full, all dividends and other distributions (if any) declared, made
or paid, or any other return of capital (whether by way of
reduction of share capital or share premium account or otherwise)
made on or after the date of this announcement (save for the
Interim Dividend). Accordingly, save for the Interim Dividend,
insofar as a dividend and/or distribution and/or a return of
capital is proposed, declared, made, paid or payable by MP Evans in
respect of a MP Evans Share on or after the date of this
announcement, KLKI reserves the right to reduce by the amount of
the dividend and/or distribution and/or return of capital, the
price payable under the Offer in respect of a MP Evans Share,
except insofar as the MP Evans Share is or will be transferred
pursuant to the Offer on a basis which entitles KLKI alone to
receive the dividend and/or distribution and/or return of capital
but if that reduction in price has not been effected, the person to
whom the Offer Price is paid in respect of that MP Evans Share,
will be obliged to account to KLKI for the amount of such dividend
and/or distribution and/or return of capital.
The Offer will lapse if, before the First Closing Date or the
date on which the Offer becomes, or is declared, unconditional as
to acceptances (whichever is the later), the European Commission
initiates proceedings under Article 6(1)(c) of Council Regulation
(EC) 139/2004 or there is a Phase 2 CMA Reference following a
referral to a competent authority of the United Kingdom under
Article 9(3)(b) of that regulation or there is a Phase 2 CMA
Reference with respect to any matter arising from or relating to
the Offer. If the Offer does so lapse, not only will the Offer
cease to be capable of further acceptance but also MP Evans
Shareholders and KLKI will thereafter cease to be bound by prior
acceptances.
Save in respect of the Condition contained in paragraph (a) of
Part 1, under Rule 13.5 of the Code, KLKI may not invoke a
Condition so as to cause the Offer not to proceed, to lapse or to
be withdrawn unless the circumstances that give rise to the right
to invoke the Condition are of material significance to KLKI in the
context of the Offer. The Condition contained in paragraph (a) of
Part 1 is not subject to this provision of the Code.
KLKI reserves the right, subject to the prior consent of the
Panel, to implement the Offer by way of a Scheme. In such event,
the Offer will be implemented on the same terms, so far as
applicable, as those which would apply under a contractual offer,
subject to appropriate amendments to reflect the change in method
of effecting the Offer. In particular, the Condition contained in
paragraph (a) of Part 1 will not apply and the Scheme will become
effective and binding following:
-- approval at the Court Meeting by a majority in number,
representing 75 per cent. in value, present and voting, either in
person or by proxy, of the holders of the Scheme Shares (or the
relevant class or classes thereof);
-- the resolution(s) required to approve and implement the
Scheme and to be set out in the notice of General Meeting to the
holders of MP Evans Shares being passed by the requisite majorities
at such General Meeting; and
-- sanction of the Scheme by the Court (with or without
modification on terms reasonably acceptable to KLKI) and a copy of
the order of the Court sanctioning the Scheme being delivered to
the Registrar of Companies in England and Wales.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
The Offer will be governed by the laws of England and Wales and
will be subject to the jurisdiction of the Courts of England and
Wales and to the Conditions and further terms set out in this
announcement and to be set out in the Offer Document. The Offer
will be subject to the applicable requirements of the FCA, FSMA,
the London Stock Exchange and the Code. This announcement does not
constitute, or form part of, an offer or invitation to purchase MP
Evans Shares or any other securities.
The ability to effect the Offer in respect of persons resident
in certain jurisdictions may be affected by the laws of those
jurisdictions. Before taking any action in relation to the Offer,
holders of MP Evans Shares should inform themselves about and
observe any applicable requirements.
Unless otherwise determined by KLKI or required by the Code and
permitted by applicable law and regulation:
-- the Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, internet or
other forms of electronic transmission) of interstate or foreign
commerce of, or by any facility of a national state or other
securities exchange of any Restricted Jurisdiction and no person
may vote using any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction; and
-- this announcement should not be forwarded or transmitted in
or into any jurisdiction in which such act would constitute a
violation of the relevant laws in such jurisdiction.
APPIX 2
GENERAL SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
-- Unless otherwise stated, the financial information relating
to KLK is extracted (without material adjustment) from the audited
consolidated financial statements of KLK for the relevant financial
years or from the unaudited interim consolidated financial
statements of KLK for the relevant financial periods, prepared in
accordance with generally accepted accounting principles applicable
in Malaysia.
-- Unless otherwise stated, the financial information relating
to MP Evans is extracted (without material adjustment) from the
audited consolidated financial statements of MP Evans for the
relevant financial years or from the unaudited interim consolidated
financial statements of MP Evans for the relevant financial
periods, prepared in accordance with IFRS.
-- Any references to the value of the Offer for the entire
issued and to be issued ordinary share capital of MP Evans are to
56,134,719 MP Evans Shares:
o the number of MP Evans Shares currently in issue being
55,739,719;
o the number of outstanding options and/or awards over MP Evans
Shares under the MP Evans Share Schemes being 395,000; and
o such numbers being based on the information publicly available
to KLKI as at the date of this announcement
-- Any references to the availability to KLKI of the necessary
resources to implement the Offer in full also assume that there are
currently options and/or awards outstanding in respect of 395,000
unissued MP Evans Shares (excluding options and/or awards whose
exercise price is above the Offer Price or where the relevant
performance criteria have not been met), such number being based on
information publicly available to KLKI as at the date of this
announcement.
-- Any references to the existing issued share capital of MP
Evans are based on 55,739,719 MP Evans Shares in issue as at 24
October 2016 (being the last Business Day prior to the date of this
announcement), such number being based on information publicly
available to KLKI as at the date of this announcement.
-- All prices quoted for MP Evans Shares have been derived from
Factset and represent the closing middle market prices of MP Evans
Shares on the relevant dates.
-- Foreign exchange rates as at any applicable date are taken from Factset.
-- Figures stated are subject to rounding and approximations.
APPIX 3
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"Accounting Date" 31 December 2015
"Acquisition" the acquisition of the entire issued, and
to be issued, share capital of MP Evans
to be effected pursuant to the Offer or,
if KLKI so elects and the Panel agrees,
by way of a scheme of arrangement of MP
Evans under Part 26 of the Companies Act
2006
"Acquisition Facility has the meaning given to it paragraph 8
Agreement" of this announcement
"Authorisations" authorisations, orders, recognitions, grants,
consents, clearances, confirmations, certificates,
licences, permissions, determinations, exemptions
or approvals
"Business Day" a day (excluding Saturdays, Sundays and
public holidays) on which banks are generally
open for business in the City of London
"Closing Price" the closing middle market quotation of a
MP Evans Share as derived from Factset
"Code" or "City Code" the City Code on Takeovers and Mergers as
from time to time interpreted by the Panel
"Companies Act 2006" the Companies Act 2006, as amended
"Conditions" the conditions to the Offer which are set
out in Appendix 1 to this announcement
"Court" the High Court of Justice in England and
Wales
"Court Meeting" a Court-convened MP Evans Shareholder meeting
to approve the Scheme
"Daily Official List" the daily official list of the London Stock
Exchange
"Dealing Disclosure" a dealing disclosure made in accordance
with Rule 8 of the Code
"Enlarged Group" the KLK Group following completion of the
Acquisition (which will include the MP Evans
Group)
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"First Closing Date" the date which is expected to be 21 days
after the date of posting of the Offer Document
"Form of Acceptance" the form of acceptance and authority relating
to the Offer for use by MP Evans Shareholders
holding their MP Evans Shares in certificated
form which will accompany the Offer Document
"General Meeting" a general meeting of MP Evans Shareholders
to pass the Resolutions
"HSBC" HSBC Bank plc
"IFRS" international accounting standards and international
financial reporting standards and interpretations
thereof, approved or published by the International
Accounting Standards Board and adopted by
the European Union
"Interim Dividend" the interim dividend of 2.25 pence per MP
Evans Share announced by MP Evans on 12
September 2016 for the six month period
ended 30 June 2016 and which is to be paid
on or after 4 November 2016 to MP Evans
Shareholders on the register as at the close
of business on 21 October 2016
"KLK" Kuala Lumpur Kepong Berhad, whose registered
office is at Wisma Taiko, 1 Jalan S.P. Seenivasagam,
30000 Ipoh, Perak Darul Ridzuan, Malaysia
and the ultimate parent company of the KLK
Group
"KLK Board" or "KLK the board of directors of KLK
Directors"
"KLK Group" KLK, its subsidiaries and subsidiary undertakings
"KLKI" KL-Kepong International Ltd, whose registered
office is at c/o Genesis Trust & Corporate
Services Ltd., P.O. Box 448 GT, 2nd Floor,
Midtown Plaza, Elgin Court, Elgin Avenue,
George Town, Grand Cayman, KY1-1106, Cayman
Islands, an indirect wholly-owned subsidiary
of KLK
"KLKI Board" or "KLKI the board of directors of KLKI
Directors"
"London Stock Exchange" London Stock Exchange plc
"MP Evans" M.P. Evans Group PLC, a public limited company
incorporated in England and Wales with registered
number 1555042
"MP Evans Board" or the board of directors of MP Evans
"MP Evans Directors"
"MP Evans Group" MP Evans, its subsidiaries and subsidiary
undertakings
"MP Evans Share Schemes" any rights in respect of MP Evans Shares
which have been granted to the holders of
such rights by MP Evans or any other person
"MP Evans Shareholders" the holders of MP Evans Shares
"MP Evans Shares" the existing unconditionally allotted or
issued and fully paid ordinary shares of
10 pence each of MP Evans and any further
such shares which are unconditionally allotted
or issued fully paid, or credited as fully
paid, before the date on which the Offer
closes (or such earlier date as KLKI may,
subject to the Code, decide, not being earlier
than (a) the date on which the Offer becomes
or is declared unconditional as to acceptances
or (b), if later, the First Closing Date)
"Offer" the cash offer to be made by KLKI to acquire
the entire issued and to be issued share
capital of MP Evans on the terms and subject
to the Conditions set out in this announcement
and to be set out in the Offer Document
and (in respect of MP Evans Shares held
in certificated form) in the Form of Acceptance
and, where the context so requires, any
subsequent revision, variation, extension
or renewal thereof
"Offer Document" the document to be sent to MP Evans Shareholders
containing the terms and Conditions applicable
to the Offer
"Offer Period" the period commencing on 25 October 2016
until whichever of the following dates shall
be the later (a) 1.00 p.m. on the First
Closing Date; and (b) the date on which
the Offer lapses or is withdrawn; and (c)
the date on which the Offer becomes, or
is declared, unconditional as to acceptances
"Offer Consideration" 640 pence per MP Evans Share
"Offer Value" the Offer Consideration and the Interim
Dividend, in aggregate, 642.25 pence per
MP Evans Share
"Opening Position an opening position disclosure made in accordance
Disclosure" with Rule 8 of the Code
"Panel" or "Takover the Panel on Takeovers and Mergers
Panel"
"PRA" the UK Prudential Regulatory Authority
"Regulatory Authority" any court, national, supranational or supervisory
body or other government, governmental or
regulatory agency or body, in each case,
in any jurisdiction
"Regulatory Information a Regulatory Information Service that is
Service" approved by the FCA and is on the list maintained
by the FCA in LR App 3 to the Listing Rules
"Relevant Authority" any government or governmental, quasi-governmental,
supranational, statutory, administrative
or regulatory body or association, institution
or agency (including any trade agency) or
any court or other body (including any professional
or environmental body) or person in any
jurisdiction
"relevant securities" as the context requires: (a) MP Evans Shares
and other securities of MP Evans carrying
voting rights; (ii) equity share capital
of MP Evans or, as the context requires,
KLK; and (iii) securities of MP Evans or,
as the context requires, of KLK carrying
conversion or subscription rights into the
foregoing
"Resolutions" certain resolutions necessary and/or desirable
to be passed by MP Evans Shareholders in
connection with the implementation of the
Scheme
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure if information
concerning the Offer is sent or made available
to MP Evans Shareholders in that jurisdiction
"Scheme" a scheme of arrangement under Part 26 of
the Companies Act 2006
"Scheme Document" a circular to be issued to MP Evans Shareholders
in connection with a Scheme in order to
convene the Court Meeting and the General
Meeting
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"uncertificated" or recorded on the relevant register of the
"in uncertificated share or security concerned as being held
form" in uncertificated form in CREST, and title
to which, by virtue of the CREST Regulations,
may be transferred by means of CREST
"United States" or the United States of America, its territories
"US" and possessions, any state of the United
States of America and the District of Columbia
and all other areas subject to its jurisdiction
"Wider KLK Group" KLK and its subsidiary undertakings and
associated undertakings and any other undertaking,
partnership, company or joint venture in
which KLK and/or such subsidiary or associated
undertakings (aggregating their interests)
have a substantial interest
"Wider MP Evans Group" MP Evans and its subsidiary undertakings
and associated undertakings and any other
undertaking, partnership, company or joint
venture in which MP Evans and/or such subsidiary
or associated undertakings (aggregating
their interests) have a substantial interest
For the purposes of this announcement:
a) "subsidiary", "subsidiary undertaking", "undertaking" and
"associated undertaking" have the respective meanings given by the
Companies Act 2006;
b) references to time in this announcement are to London time unless otherwise stated;
c) references to "GBP" or "pounds sterling" and "p" or "pence"
are to pounds sterling and pence and references to "RM" are to
Malaysian Ringgit, being the lawful currency of the United Kingdom
and Malaysia, respectively;
d) references to a gender include the other genders; and
e) references to an enactment include references to that
enactment as amended, replaced, consolidated or re-enacted by or
under any other enactment before or after the date of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFEAEESAADKFFF
(END) Dow Jones Newswires
October 25, 2016 06:25 ET (10:25 GMT)
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