Equatorial Palm Oil plc Subscription to raise £7.69 million (9328T)

TIDMPAL

RNS Number : 9328T

Equatorial Palm Oil plc

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

IOELIFVTLELRFIV

Equatorial Palm Oil (LSE:PAL)
Historical Stock Chart
From Jun 2024 to Jul 2024