TIDMPAL
RNS Number : 9328T
Equatorial Palm Oil plc
26 November 2013
26 November 2013
EQUATORIAL PALM OIL PLC
("EPO" or the "Company")
Subscription to raise GBP7.69 million
Equatorial Palm Oil plc (AIM: PAL), the AIM listed and Liberia
focussed sustainable palm oil developer, is pleased to announce
that, further to its announcement on 7 November 2013, it has
raised, in aggregate, GBP7.69 million (before expenses) by way of a
subscription for 153,817,648 new ordinary shares of 1p each in the
capital of the Company (the "Subscription Shares") by KL - Kepong
International Ltd., a wholly owned subsidiary of Kuala Lumpur
Kepong Berhad ("KLK"), at a price of 5p per share (the
"Subscription").
Use of Proceeds
The net proceeds raised will be used to further progress the
development of the Company's palm oil project in Liberia and for
general working capital purposes.
Details of the Subscription
The Company has issued the Subscription Shares under its
existing share capital authorities. KLK, the Company's joint
venture partner and a significant shareholder, has subscribed for
all of the Subscription Shares for an aggregate consideration of
GBP7.69 million.
The mid-market price of an ordinary share in the capital of the
Company ("Ordinary Share") at the close of business on 25 November
2013 (being the latest practicable date prior to this announcement)
was 5.25p. Application has been made to the London Stock Exchange
for the Subscription Shares to be admitted to trading on AIM
("Admission"), and it is expected that Admission will become
effective and that dealings in the Subscription Shares will
commence at 8.00 a.m. on 29 November 2013.
The Subscription Shares will be fully paid and will rank pari
passu in all respects with the existing Ordinary Shares. The total
number of Ordinary Shares in issue following completion of the
Subscription and the total number of voting rights will be
354,327,502. EPO does not hold any Ordinary Shares in treasury and
accordingly there are no voting rights in respect of any treasury
shares.
Following completion of the Subscription, the aforementioned
figure of 354,327,502 Ordinary Shares may be used by shareholders
in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in, EPO under the FCA's
Disclosure and Transparency Rules.
Following completion of the Subscription, KLK will be interested
in 194,078,639 Ordinary Shares in aggregate representing
approximately 54.8 per cent. of EPO's enlarged issued share
capital.
Mandatory Offer
The Company notes that KLK's interest in the Company's issued
share capital will increase from 20.1 per cent. to 54.8 per cent.
when the new ordinary shares are entered into the register of
members, which is expected to be on Friday 29 November 2013, as a
result of which, KLK will be required, under Rule 9.1 of the City
Code on Takeovers and Mergers, to make a cash offer to acquire all
of the Ordinary Shares in EPO not already owned by it, at a price
of not less than 5p per Ordinary Share.
A further announcement will be made in due course.
Michael Frayne, Executive Chairman of EPO, commented:
"The Company is delighted that KLK is providing the funding to
EPO, which will be used to develop the Company's considerable oil
palm assets in Liberia. KLK is one of the largest palm oil
producers in the world and the Company will greatly benefit from
their many years of expertise in oil palm development. Having
certainty of funding will ensure an exciting period of growth for
the Company."
Related Party Transaction
Prior to the Subscription, KLK held 40,260,991 Ordinary Shares
in EPO, representing approximately 20.1 per cent. of the share
capital of the Company. Accordingly, the Subscription is a related
party transaction under the AIM Rules for Companies. The Directors
of EPO, having consulted with Strand Hanson Limited, the Company's
nominated adviser, consider the terms of the Subscription to be
fair and reasonable insofar as the Company's Shareholders are
concerned.
Enquiries:
Equatorial Palm Oil PLC
Michael Frayne (Executive Chairman) +44 (0) 20 7493
www.epoil.co.uk 7671
Strand Hanson Limited (Nominated & Financial
Adviser) +44 (0) 20 7409
James Harris / Andrew Emmott / Ritchie Balmer 3494
Mirabaud Securities LLP (Broker) +44 (0) 20 7484
Peter Krens 3510
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for EPO and no one else in connection with the possible
offer and will not be responsible to anyone other than EPO for
providing the protections afforded to clients of Strand Hanson
Limited or for providing advice in relation to the possible offer
or any other matter referred to herein.
Website disclosure
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available on EPO's website at www.epoil.co.uk
by no later than 12 noon on 27 November 2013.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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% 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, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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