TIDMPAL
The issuer advises that the following replaces the 'KL-Kepong
International Limited Offer for Equatorial Palm Oil plc'
announcement released at 9.03am GMT today.
The correct ISIN and Ticker have now been included for linking
purposes.
All other details remain unchanged.
The full corrected version is shown below.
29 November 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY), IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF
THAT JURISDICTION
Mandatory Cash Offer
By
KL-Kepong International Limited ("KLKI")
a wholly owned subsidiary of Kuala Lumpur Kepong Berhad
("KLK")
for
the entire issued ordinary share capital of
Equatorial Palm Oil plc
("Equatorial Palm Oil" or "Company")
other than shares already held by KL-Kepong International
Limited
Summary
-- KLKI, a wholly owned subsidiary of Kuala Lumpur Kepong Berhad, has
today completed its subscription for 153,817,648 EPO Shares at 5
pence
per share as announced on 26 November 2013. Pursuant to this
subscription, KLKI has a 54.8 per cent. shareholding in
Equatorial
Palm Oil and a Mandatory Cash Offer is required to be extended
to all
other EPO Shareholders to acquire the entire issued and to be
issued
share capital of Equatorial Palm Oil at 5 pence per share.
-- The Offer at 5 pence per share represents:
-- a premium of 2.6 per cent. to the Closing Price of 4.875 pence per EPO
Share on 15 October 2013 (being the last business day before
the
beginning of the Offer Period);
-- a premium of 55.8 per cent. to the average Closing Price of 3.210
pence per EPO Share for the one month period prior before
the
commencement of the Offer Period; and
-- a discount of 41.1 per cent to the average Closing Price of 8.484
pence per EPO Share for the one year period before the
commencement of
the Offer Period
-- The Offer values the whole of Equatorial Palm Oil's issued share
capital at approximately GBP17.7 million.
-- The EPO Directors believe that the Offer from KLKI, which is a
mandatory requirement under the City Code, does not reflect
the
potential value of Equatorial Palm Oil and its interests when
taking
into account the potential value that the EPO Directors believe
can be
generated by Equatorial Palm Oil if the Company can fund and
successfully develop the Liberian oil palm project, which has
remained
the Company's objective. The EPO Directors do, however, believe
that
the Offer is worthy of consideration by all EPO Shareholders, as
the
Offer provides an opportunity to realise their investments
in
Equatorial Palm Oil for a certain cash amount in the near term.
The
EPO Directors further believe that there are certain key risks
and
uncertainties attached to remaining an EPO Shareholder, a
selection of
which can be found be found in paragraph 10 of this
announcement,
which should be considered by all EPO Shareholders in light of
their
personal circumstances.
-- Save for Mr. Jaoudi, the EPO Directors have confirmed that they do not
intend to accept the Offer in respect of the 3,298,064 EPO
Shares in
which they are interested, in aggregate (details of which will
be in
the Offer Document). As at the date of this announcement, Mr.
Jaoudi
has not given a firm indication as to whether or not he will
accept
the Offer in respect of the 6,592,833 EPO Shares in which he
is
interested (details of which will be in the Offer Document) and
is
considering his position in light of his personal circumstances.
The
EPO Directors' intentions as set out above relate only to the
Offer
Period which is expected to expire on the First Closing Date. In
the
event that the Offer Period is extended in accordance with
paragraph 2
of this announcement, the EPO Directors will reconsider
their
circumstances and position in respect of participating in the
Offer
and will make an appropriate announcement to EPO
Shareholders.
-- KLKI has received irrevocable undertakings from Blakeney Management
and Adelise Services Limited in respect of the warrants held by
them.
Under the irrevocable undertakings each of the EPO Warrant
Holders has
undertaken that it will not exercise any rights under the
Equatorial
Palm Oil Warrants to subscribe for shares in the capital of
the
Company until:
(a) the date when KLKI receives valid acceptances over 7,378,016
EPO Shares under the Offer; or
(b) the date when KLKI subscribes to an additional 15,057,175
ordinary shares of GBP0.01 each or such number of additional
ordinary shares in the Company that will give KLKI a shareholding
comprising no less than 51 per cent. of the shares of the Company
on a fully diluted basis; or
(c) the date falling 75 days following the date of the
Offer.
-- As KLKI holds EPO shares carrying more than 50 per cent. of the voting
rights in Equatorial Palm Oil, the Offer will not be subject to
any
minimum acceptance condition or any other conditions and will
be
unconditional in all respects at the time it is made. The
Offer
Document will be posted to shareholders as soon as practicable
and, in
any event, within 28 days of the date of this announcement.
This summary should be read in conjunction with the full text of
the following announcement. Appendix IV to the following
announcement contains definitions of certain terms used in this
summary and the following announcement.
ENQUIRIES
For further information contact:
KLKI
David Chong, Head of Corporate Finance +60 3 7809 8988
Lincoln International LLP (Financial
Adviser to KLKI)
Julian Tunnicliffe / Harry Kalmanowicz +44 20 7022 9880
Equatorial Palm Oil Plc
Michael Frayne, Executive Chairman +44 (0) 20 7493 7671
Strand Hanson Limited (Nominated & Financial
Adviser to Equatorial Palm Oil)
James Harris / Andrew Emmott +44 (0) 20 7409 3494
/ Ritchie Balmer
Lincoln International LLP, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for KLKI and KLK and no one else in connection with the
Offer and will not be responsible to any person other than KLKI or
KLK for providing the protections afforded to clients of Lincoln
International LLP or for providing advice in relation to the Offer
or any matter referred to herein.
Strand Hanson Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Equatorial Palm Oil and no one else in connection
with the Offer and will not be responsible to any person other than
Equatorial Palm Oil for providing the protections afforded to
clients of Strand Hanson Limited or for providing advice in
relation to the Offer or any matter referred to herein.
IMPORTANT NOTICE
This announcement does not constitute, or form part of, any
offer for, or any solicitation of any offer for, securities. Any
acceptance or other response to the Offer should be made only on
the basis of information referred to in the Offer Document which
KLKI intends to despatch shortly to EPO Shareholders and, for
information only, to holders of options under the Equatorial Palm
Oil Share Schemes and holders of warrants over EPO Shares under the
Equatorial Palm Oil Warrants.
This announcement has been prepared for the purposes of
complying with English Law 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 of jurisdictions outside the United Kingdom.
Overseas Shareholders
The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Further details in relation to overseas shareholders
will be contained in the Offer Document.
The Offer referred to in this announcement will not be made,
directly or indirectly, in, into or by use of the mails of, or by
any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a nationals securities exchange of any
Restricted Jurisdiction. This announcement does not constitute an
offer in any Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentally or
facilities or otherwise from or within any Restricted Jurisdiction.
Accordingly this announcement is not being, and should not be,
mailed, transmitted or otherwise distributed, in whole or in part,
in or into or from any Restricted Jurisdiction.
EPO Shareholders (including, without limitation, nominees,
trustee or custodians) must not forward this announcement to any
Restricted Jurisdiction.
The directors of KLKI and KLK accept responsibility for the
information contained in this announcement other than information
for which the directors of Equatorial Palm Oil accept
responsibility. To the best of the knowledge and belief of the
directors of KLKI and KLK (who have taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The EPO directors accept responsibility for the information
contained in paragraph 5- Information on Equatorial Palm Oil and
paragraph 7 - Position of the EPO Directors. To the best of the
knowledge and belief of the directors of Equatorial Palm Oil (who
have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
This announcement contains certain forward looking statements
with respect to the financial condition, results of operations and
business of Equatorial Palm Oil, Equatorial Palm Oil Group or
Liberian Palm Development Limited and certain plans and objectives
of the boards of directors of Equatorial Palm Oil, 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 Equatorial Palm Oil, 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.Equatorial Palm Oil, KLK and KLKI assume no obligation
to update or correct the information contained in this
announcement.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of Equatorial Palm
Oil must make an Opening Position Disclosure following the
commencement of the offer period. 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
Equatorial Palm Oil. 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. Relevant persons who deal in the relevant
securities of Equatorial Palm Oil 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
Equatorial Palm Oil must make a Dealing Disclosure if the person
deals in any relevant securities of Equatorial Palm Oil. 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 Equatorial Palm Oil, 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 Equatorial Palm Oil, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by Equatorial
Palm Oil and by any offeror and Dealing Disclosures must also be
made by Equatorial Palm Oil, 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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
The defined terms used in this section "Opening Position and
Dealing Disclosure Requirements" are defined in the Code which can
be found on the Panel's website.
Publication on Website
A copy of this document will be available free of charge on
KLK's website at www.klk.com.my and on Equatorial Palm Oil's
website at www.epoil.co.uk by no later than 12.00 pm on 2 December
2013.
You may request a hard copy of this announcement from Capita
Registrars, Corporate Actions in writing at The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU or by telephone on 0871 664
0321 from within the UK or, if calling from outside the UK, on +44
20 8639 3399 between 9.00 am and 5.00 pm (London time) Monday to
Friday. Calls to the 0871 664 0321 number cost 10p (ten pence) per
minute (including VAT) plus your service provider's network extras.
Calls to the helpline from outside the UK will be charged at
applicable international rates. Different charges may apply to
calls from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. If requested, hard
copies will be provided within two business days of such a
request.
Rule 2.10 Requirements
In accordance with Rule 2.10 of the City Code, the current
issued share capital of Equatorial Palm Oil comprises 354,327,502
ordinary shares of 1 pence each (ISIN number GB00B2QBNL29)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY), IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF
THAT JURISDICTION
Mandatory Cash Offer
By
KL-Kepong International Limited ("KLKI")
a wholly owned subsidiary of Kuala Lumpur Kepong Berhad
("KLK")
for
the entire issued ordinary share capital of
Equatorial Palm Oil plc
("Equatorial Palm Oil" or "Company")
other than shares already held by KL-Kepong International
Limited
1.Introduction
KLKI, a wholly owned subsidiary of Kuala Lumpur Kepong Berhad,
has today completed its subscription for 153,817,648 EPO Shares at
5 pence per share under the authority granted to the EPO Directors
at Equatorial Palm Oil's Annual General Meeting held on 27 June
2013. Pursuant to this subscription, KLKI has a 54.8 per cent.
shareholding in Equatorial Palm Oil and a Mandatory Cash Offer is
required to be extended to all other EPO Shareholders to acquire
the entire issued and to be issued share capital of Equatorial Palm
Oil at 5 pence per share.
The Offer at 5 pence per share represents a premium of 2.6 per
cent. to the Closing Price of 4.875 pence per EPO Share on 15
October 2013 (being the last business day before the beginning of
the Offer Period), a premium of 55.8 per cent. to the average
Closing Price of 3.210 pence per EPO Share for the one month period
prior before the commencement of the Offer Period and a discount of
41.1 per cent to the average Closing Price of 8.484 pence per EPO
Share for the one year period before the commencement of the Offer
Period.
The Offer values the whole of Equatorial Palm Oil's issued share
capital at approximately GBP17.7 million.
2.The Offer
KLKI will offer to acquire, subject to certain further terms set
out in Appendix I, and to be set out in full in the formal Offer
Document and also (in respect of shares held in certificated form)
in the Form of Acceptance, the entire issued and to be issued share
capital of Equatorial Palm Oil on the following basis:
for each EPO Share5 pence in cash
The Offer values the whole of Equatorial Palm Oil's issued share
capital at approximately GBP17.7 million. The price per share
offered represents a premium of approximately 2.6 per cent. to the
Closing Price of 4.875 pence per EPO Share on 15 October 2013
(being the last business day before Equatorial Palm Oil's
announcement that it was in discussions with KLK that may lead to
an offer) and a premium of approximately 55.8 per cent. to the
average Closing Price of 3.210 pence per EPO Share for the one
month period prior before the commencement of the Offer Period and
a discount of 41.1 per cent to the average Closing Price of 8.484
pence per EPO Share for the one year period before the commencement
of the Offer Period. However, the EPO Directors note that during
the three months prior to the commencement of the Offer Period
EPO's share price fell sharply on the news that EPO's former joint
venture partner had defaulted on their funding commitment but that
the average closing price since the announcement regarding funding
discussions and a possible offer by KLK on 16 October 2013 has been
5.562 pence. The offer price of 5 pence per share represents a
discount of approximately 10.1 per cent to this price. The Offer
therefore values the entire issued share capital of the Company at
approximately GBP17.7 million.
EPO shares will be acquired by KLKI fully paid and free from all
liens, equities, charges, equitable interests, encumbrances, rights
of pre-emption and other third party rights and/or interests of any
nature whatsoever and together with all rights attaching to them,
now or in the future, including the right to receive and retain all
dividends, interest and other distributions paid or made after 29
November 2013.
The Offer will be unconditional as to acceptances from the time
it is made, and KLKI has determined that, unless, by virtue of its
shareholdings and acceptances of the Offer, it has acquired or
agreed to acquire at least 75 per cent. of the issued share capital
of Equatorial Palm Oil by such time, the Offer will not be extended
beyond the First Closing Date and will close at that time. If KLKI
has, by virtue of its shareholdings and acceptances of the Offer,
acquired or agreed to acquire at least 75 per cent. of the issued
share capital of Equatorial Palm Oil by the First Closing Date,
then KLKI will extend the Offer for a further 21 days, but will
then close the Offer at such time.
3.Irrevocable undertakings by warrant holders
Each of Blakeney Management and Adelise Services Limited
(together the "EPO Warrant Holders") hold such number of Equatorial
Palm Oil Warrants as are set out against their names in the table
under Appendix III. Each of the EPO Warrant Holders has issued
irrevocable undertakings to KLK and KLKI in respect of the warrants
held by them. Under the irrevocable undertakings each of the EPO
Warrant Holders has undertaken that it will not exercise any rights
under the Equatorial Palm Oil Warrants to subscribe for shares in
the capital of the Company until:
(a) the date when KLKI receives valid acceptances over 7,378,016
EPO Shares under the Offer; or
(b) the date when KLKI subscribes to an additional 15,057,175
ordinary shares of GBP0.01 each or such number of additional
ordinary shares in the Company that will give KLKI a shareholding
comprising no less than 51 per cent. of the shares of the Company
on a fully diluted basis; or
(c) the date falling 75 days following the date of the
Offer.
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. Both oil palm plantations and rubber plantations have
remained as KLK's core business activity. Through various strategic
acquisitions, KLK Group's plantations land bank stand at 251,325
hectares (as at 30 September 2012) and this hectarage is spread
across Malaysia (Peninsular Malaysia and Sabah) and Indonesia
(Belitung Island, Sumatra, central and east Kalimantan). In 2012,
KLK announced its maiden expansion into Papua New Guinea. Oil palm
is the primary plantation crop for KLK with 193,230 hectares
planted with oil palm, while 19,070 hectares has been planted with
rubber as at 30 September 2012.
Since the 1990s, the KLK Group diversified into resource-based
manufacturing (predominantly oleochemicals) 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 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 is listed on the Main Market of Bursa Malaysia Securities
Berhad since 1974. KLK's financial position is supported by long-
and short-term national corporate credit ratings of AA1 and P1; and
global corporate credit ratings of gA3 and gP2 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 2011
and 30 September 2012 and KLK's unaudited interim accounts for the
quarters ended 31 December 2012, 31 March 2013 and 30 June 2013 are
available under www.klk.com.my and are incorporated by reference to
the website in accordance with the Code.
5.Information on Equatorial Palm Oil
Equatorial Palm Oil is a crude palm oil producer founded in 2005
which, through its joint venture company Liberian Palm Developments
Limited ("LPD"), a company incorporated in Mauritius and its
subsidiaries, has 50-year concessions to develop approximately
86,000 hectares in Liberia, West Africa, of which 3,750 hectares
are currently planted with oil palm.
Equatorial Palm Oil's joint venture partner is KLK, which
acquired 50 per cent. of LPD from the previous partner, Biopalm, on
7 November 2013. In addition, KLK provided a loan of US$2 million
to LPD and Equatorial Palm Oil agreed to transfer US$6 million of
its loan to LPD to KLK for a consideration of US$2 million. At the
same time, Equatorial Palm Oil provided a loan of US$2 million to
LPD. Accordingly, LPD has received US$4 million of new funds which
the Board of Equatorial Palm Oil believes will enable it to return
to normal operations.
Liberia remains politically stable under democratic rule and is
a fast growing investment destination for multinationals with
growth in the oil palm and resources markets being underpinned by
the compelling demographic and macro economic trends.
Over the past year, the key objective for LPD has been to secure
funding to reactivate planting and ramp up the planting rate year
on year. LPD is positioned to produce its first commercial
production in 2014 from the oil palms planted in 2011.
6.Background to the Offer
In December 2010, the Company entered into and announced a joint
venture with Biopalm, a subsidiary of the SIVA Group, an Indian
conglomerate. In February 2011, Equatorial Palm Oil transferred its
oil palm assets in Liberia together with US$7.5 million to LPD and
Biopalm transferred US$22.5 million to LPD, as agreed under the
terms of the joint venture agreement between Equatorial Palm Oil
and Biopalm (the "Joint Venture Agreement"). Under the Joint
Venture Agreement, Biopalm also provided a guarantee in respect of
external funding required by LPD up to US$30m. In the event, this
external funding obligation was not met by Biopalm.
Equatorial Palm Oil reported a loss after taxation for the six
months ended 30 June 2013 of US$1,656,000 (2012: US$1,570,000) and
held cash at 30 June 2013 of US$9,000 (2012: US$1,734,000). During
July 2013, the Company announced a series of loans and equity
placings, raising US$4,828,546 in total. The funds were sufficient
to pay the majority of creditors and to fund LPD's operations on a
care and maintenance basis through to the end of November 2013.
On 13 February 2013, LPD announced the appointment of African
Export-Import Bank ("Afreximbank") as a corporate advisory partner
for the purpose of securing a US$140 million financing facility
expected to be sufficient to fund the Palm Bay oil palm project.
Both with the assistance of Afreximbank and independently, the
Directors have carried out an extensive review of the funding
options for LPD and have held talks with a number of potential
providers of finance in relation to the targeted US$140 million
financing facility, thus far without success. On 16 October 2013
and in response to a movement in the Company's share price,
Equatorial Palm Oil announced that it was in early stage
discussions with KLK regarding the funding of LPD. Subsequently, on
7 November 2013, the Company announced that it had entered into
various funding arrangements with the KLK Group alongside
arrangements made separately between Biopalm and KLK. These
arrangements resulted in KLKI acquiring 20.1 per cent. of the
issued share capital of Equatorial Palm Oil at that time and, in
addition, acquiring Biopalm's 50 per cent. interest in LPD. The
arrangements also included the transfer to the KLK Group of US$6
million of the outstanding liabilities due to Equatorial Palm Oil
from LPD for a consideration of US$2 million in cash paid to
Equatorial Palm Oil and the provision of loans from both Equatorial
Palm Oil and the KLK Group of US$2 million to LPD on identical
terms, providing funding of US$4 million to LPD in aggregate. The
EPO Directors believe that both the Company's and LPD's ability to
raise longer term finance is now considerably enhanced by the
involvement of KLK.
In addition to LPD's longer term funding requirements,
Equatorial Palm Oil requires additional interim financing to meet
its financial obligations and to enable the development of its oil
palm project in Liberia on a commercial basis. Having carried out
an extensive review of the funding alternatives, the EPO Directors
believe that the Placing announced on 26 November 2013 with KLKI
represented the most attractive available funding solution for the
Company and its shareholders. However, the EPO Directors believe
that the resulting Offer from KLKI, which is a mandatory
requirement under the City Code, does not reflect the potential
value of Equatorial Palm Oil and its interests when taking into
account the potential value that the EPO Directors believe can be
generated by Equatorial Palm Oil if the Company can fund and
successfully develop the Liberian oil palm project, which has
remained the Company's objective.
The EPO Directors do, however, believe that the Offer is worthy
of consideration by all EPO Shareholders, as the Offer provides an
opportunity to realise their investments in Equatorial Palm Oil for
a certain cash amount in the near term. The EPO Directors further
believe that there are certain key risks and uncertainties attached
to remaining an EPO Shareholder, a selection of which can be found
be found in paragraph 10 of this announcement, which should be
considered by all EPO Shareholders in light of their personal
circumstances.
7.Background to and reasons for the Offer by KLKI
Through strategic acquisitions, KLK has built up a significant
global land bank. KLK wants to add LPD's concessions to its land
bank and develop LPD into a successful plantations business. The
Offer will allow KLK to further consolidate its interest in
LPD.
On 7 November 2013, KLK announced the acquisitions of i) a 50.0
per cent. stake in LPD, ii) a 20.1 per cent. stake in Equatorial
Palm Oil and iii) a loan of US$608,000 to LPD. LPD's only other
shareholder is Equatorial Palm Oil which holds the remaining 50.0
per cent. equity interest. KLK is seeking to control LPD through
its 50.0 per cent. stake in the joint venture and maintaining a
majority shareholding in Equatorial Palm Oil (the latter via KLKI).
KLKI, having obtained an interest in more than 30 per cent. of the
shares carrying voting rights in Equatorial Palm Oil, is obliged to
make an offer for all the EPO shares it does not already own.
Should KLKI not receive sufficient acceptances under the Offer to
give it a 75 per cent. shareholding in Equatorial Palm Oil then it
intends to maintain Equatorial Palm Oil's current quotation on AIM.
However, should KLKI receive sufficient acceptances to give it at
least a 75 per cent. shareholding in Equatorial Palm Oil, it
intends to procure a cancellation of admission to trading on AIM
and to re-register Equatorial Palm Oil as a private company.
KLK will focus on applying its operational expertise to the
development of LPD's assets. For the last few months, LPD's assets
have only been managed on a care and maintenance basis due to the
lack of secured long term funding. To provide immediate relief to
the weak cash flow position in both Equatorial Palm Oil and LPD,
KLK entered into a loan and liability assignment arrangement on 7
November 2013, which resulted in aggregate funding of US$4,000,000
being provided to LPD for the continued development of its projects
in Liberia. On 29 November 2013, KLKI completed its subscription
for 153,817,648 new EPO shares at 5 pence per share, providing
Equatorial Palm Oil with new funds of GBP7.7 million.
Upon KLK's acquisition of the 50.0 per cent. stake in LPD, the
existing joint venture agreement expired, and KLK and Equatorial
Palm Oil intend to put a new agreement in place following
completion of the Offer. KLK expects this agreement to reflect
KLK's effective control of LPD, its contribution to the financial
viability of the joint venture and KLK's operational expertise
which will result in the outsourcing of the operational management
of LPD to the KLK Group. KLK will also conduct a review of the
current operations of LPD and its subsidiaries, and depending on
the outcome of this review, may make strategic, operational or
employment related changes to strengthen the business and
management to ensure the successful future of the joint venture.
There are no current plans to change the locations of Equatorial
Palm Oil's or LPD's places of business or redeploy its fixed
assets.
The effect of implementation of the Offer in full would not be
material to the earnings, assets and liabilities in the context of
KLK.
8.Position of the EPO Directors
Save for Mr. Jaoudi, the EPO Directors have confirmed that they
do not intend to accept the Offer in respect of the 3,298,064 EPO
Shares in which they are interested, in aggregate (details of which
will be in the Offer Document). As at the date of this
announcement, Mr. Jaoudi has not given a firm indication as to
whether or not he will accept the Offer in respect of the 6,592,833
EPO Shares in which he is interested (details of which will be in
the Offer Document) and is considering his position in light of his
personal circumstances. The EPO Directors' intentions as set out
above relate only to the Offer Period which is expected to expire
on the First Closing Date. In the event that the Offer Period is
extended in accordance with paragraph 2 of this announcement, the
EPO Directors will reconsider their circumstances and position in
respect of participating in the Offer and will make an appropriate
announcement to EPO Shareholders.
9.Opinion of the EPO Directors
The EPO Directors, having been so advised by Strand Hanson,
consider that the Offer does not recognise fully the potential
shareholder value which can be generated in the longer term.
However, the EPO Directors recognise that EPO Shareholders may not
want to remain a shareholder in Equatorial Palm Oil given the
uncertainty and risks associated with generating value from EPO's
assets and being a minority shareholder in a company with
controlling shareholder(s) (including a potential lack of liquidity
in EPO Shares) and that the Offer gives such EPO Shareholders an
opportunity to realise their investment in EPO. The EPO Directors
do not believe they are able to provide EPO Shareholders with a
definitive recommendation, and consider that EPO Shareholders
should have regard to their personal circumstances and the matters
set out in paragraph 10 of this announcement and to be set out in
the Offer Document when considering whether to accept or not to
accept the Offer. In providing advice to the EPO Directors, Strand
Hanson has taken into account the commercial assessments of the EPO
Directors.
10.Factors for consideration by EPO Shareholders
In evaluating the Offer, the EPO Directors do not believe they
are able to provide EPO Shareholders with a definitive
recommendation, although consider that EPO Shareholders should have
regard to their personal circumstances and the matters set out
below when considering whether to accept or not to accept the
Offer. Further, given the uncertainty provided by the risk factors
set out below, inter alia, the EPO Directors can only note the
assurances given to them by KLKI regarding its strategic plans for
Equatorial Palm Oil and LPD and its intentions regarding Equatorial
Palm Oil employees set out in paragraphs 7 and 11 of this
document.
10.1Arguments for not accepting the Offer
Price
The offer price of 5 pence per EPO Share represents a premium of
approximately 2.6 per cent. to the Closing Price of 4.875 pence per
EPO Share on 15 October 2013 (being the last business day before
Equatorial Palm Oil's announcement that it was in discussions with
KLK that may lead to an offer) and a premium of approximately 55.8
per cent. to the average Closing Price of 3.210 pence per EPO Share
for the one month period prior to the commencement of the Offer
Period and a discount of 41.1 per cent to the average Closing Price
of 8.484 pence per EPO Share for the one year period before the
commencement of the Offer Period. However, the EPO Directors note
that during the three months prior to the commencement of the Offer
Period EPO's share price fell sharply on the news that EPO's former
joint venture partner had defaulted on their funding commitment but
that the average closing price since the announcement regarding
funding discussions and a possible offer by KLK on 16 October 2013
has been 5.562 pence. The Offer Price of 5 pence represents a 10.1
percent discount to this price.
EPO Shareholders should note that they may be able to realise a
higher price for their EPO Shares in the market.
Ability to Benefit from Future Developments
If EPO Shareholders accept the Offer in full, they will forgo
any future benefit from the development of the Company's oil palm
interests and consequent returns to EPO Shareholders, which may be
higher than the value of the Offer. They will also fail to benefit
from any possible future recovery in the price of EPO Shares.
Equatorial Palm Oil is expected to benefit substantially from
the support of KLK as a shareholder since it is an experienced
developer of oil palm plantations. Please also note KLKI's
statements in paragraph 7 and 11 of this announcement regarding its
intentions towards Equatorial Palm Oil, in particular, KLKI has
stated that there are no current plans to make any material changes
to the management and employees of EPO and LPD, subject to their
review of operations and the requirements to increase efficiency
and productivity.
KLKI has also stated that it intends in due course to make
changes to the Board of EPO, including appointments of their own
representatives, so that it is reflective of their majority
holding.
10.2Arguments for accepting the Offer
Cash exit
The Offer provides certainty of a cash exit for EPO
Shareholders. Even with the support of KLK, there remain
significant risks and uncertainties to developing Equatorial Palm
Oil's assets and delivering full value to EPO Shareholders, which
may include operational, financial and political factors. Such
factors include weather conditions, the time frame for planting and
harvesting palm oil trees and the price of palm oil which is an
agricultural commodity product. The EPO Directors would also note
that, after the Offer closes and for so long as KLK's interests
remain above 50 per cent., it may continue to increase its
shareholding without incurring any further obligation to make an
offer to all EPO Shareholders pursuant to Rule 9 of the City
Code.
Potential loss of AIM quotation
Although KLKI has stated that it intends to maintain Equatorial
Palm Oil's admission to trading on AIM should it not receive
sufficient acceptances to give it a 75 per cent. shareholding in
Equatorial Palm Oil, there can be no assurance that it will retain
Equatorial Palm Oil's admission indefinitely. KLKI has also stated
that should it receive sufficient acceptances under the Offer to
give it at least a 75 per cent. shareholding in Equatorial Palm Oil
then it intends to procure that Equatorial Palm Oil apply for the
cancellation of admission to trading on AIM of EPO Shares. In the
event that KLKI was able to exercise 75 per cent. of the votes
attached to EPO Shares at any time in the future, KLKI would be
able to ensure the approval of a resolution of the Company to
cancel Equatorial Palm Oil's admission to trading on AIM. There
would be no obligation on KLKI to make an offer for the shares not
held by it at that time.
Furthermore, if the number of acceptances received results in a
free float insufficient in the opinion of the Company's nominated
adviser for the purposes of the AIM rules (the "Nomad") and AIM to
ensure an orderly market, then the AIM quotation would be lost. If
the AIM quotation is lost, the EPO Directors believe that the
liquidity, marketability and value of EPO Shares is likely to be
reduced to the detriment of Equatorial Palm Oil's minority
shareholders. Furthermore, EPO Shareholders who had not accepted
the Offer would no longer benefit from the shareholder protections
provided by the AIM Rules and the regulatory oversight of AIM and
the Nomad.
Recognising that the continued admission to trading is likely to
be an important factor for EPO Shareholders to determine whether or
not to accept the Offer, KLKI has agreed that if it has, by virtue
of its shareholdings and acceptances, acquired or agreed to acquire
at least 75 per cent. of the issued share capital of Equatorial
Palm Oil by the First Closing Date, then it will extend the Offer
for a further 21 days to enable those EPO Shareholders not wishing
to remain shareholders in Equatorial Palm Oil as an unlisted
company to accept the Offer, but will then close the Offer at that
time.
Liquidity
As a result of the size of KLKI's shareholding at the outset of
the Offer, and large blocks held by other shareholders, the EPO
Shares may become increasingly illiquid. If EPO Shareholders do not
accept the Offer, even if Equatorial Palm Oil continues to be
admitted to trading, it is possible that EPO Shareholders may be
unable to sell their EPO Shares at the same price as the Offer.
Change to the composition of the Board of Equatorial Palm
Oil
KLKI is, as at the date of this announcement, already interested
in 194,078,639 EPO Shares, representing approximately 54.8 per
cent. of the issued share capital of Equatorial Palm Oil. As a
result, KLKI has the ability to exercise effective control over
Equatorial Palm Oil and exert significant influence over its future
strategic direction including, but not limited to, using its voting
rights to ensure the appointment and removal of the executive and
non-executive directors of Equatorial Palm Oil and thereby change
its operational strategy.
Having considered the arguments for accepting and for not
accepting the Offer, the EPO Directors do not believe they are able
to provide EPO Shareholders with a definitive recommendation, and
consider that EPO Shareholders should have regard to their personal
circumstances and the matters set out in this paragraph when
considering whether to accept or not to accept the Offer. In
providing advice to the EPO Directors, Strand Hanson has taken into
account the commercial assessments of the EPO Directors.
11.Management and employees
There are no current plans to make any material changes to the
management and employees of Equatorial Palm Oil or LPD. This is,
however, subject to a review of the operations and the requirement
to increase efficiency and productivity. KLKI intends to continue
to work with Equatorial Palm Oil and LPD's existing management and
employees to ensure that the operations of the companies are
optimized. KLK further intends, in due course, to make changes to
the Board of Equatorial Palm Oil, including appointments of its own
representatives, so that it is reflective of its majority
shareholding. It is KLKI's intention for Michael Frayne and
Geoffrey Brown, currently Executive Directors of the Company, to
move to a non-executive position.
Following completion of the Offer, the existing employment
rights and pension rights of the management and employees of
Equatorial Palm Oil will continue to be fully safeguarded.
12.Equatorial Palm Oil shares schemes and warrants
The Offer will extend to any EPO shares which are
unconditionally allotted or issued fully paid (or credited as fully
paid) prior to the date on which the Offer closes including any
such shares unconditionally allotted or issued pursuant to the
exercise of options under the Equatorial Palm Oil Share Schemes or
the exercise of warrants over EPO shares under the Equatorial Palm
Oil Warrants.
Any options or warrants that remain unexercised at the time the
Offer closes will stay in place or lapse in accordance with their
terms.
13.Financing of the Offer
The Offer will be financed by way of an intercompany loan to be
made to KLKI from KLK. KLK will fund this intercompany loan to KLKI
from KLK's existing cash resources.
Lincoln International is satisfied that sufficient resources are
available to KLKI to satisfy the consideration payable as a result
of full acceptance of the Offer.
14.Opening Position Disclosures and Interests
KLKI confirms that it has made an Opening Position Disclosure
setting out the details required to be disclosed by it under Rule
8.1(a) of the Code.
15.Documents published on a website
Copies of the documents referred to below will be made available
on KLK's website at www.klk.com.my and on Equatorial Palm Oil's
website at www.epoil.co.uk while the Offer remains open for
acceptance:
(i) the Memorandum and Articles of Association of Equatorial
Palm Oil;
(ii) the Memorandum and Articles of Association of KLKI and
KLK;
(iii) certain material contracts and arrangements which have
been entered into in connection with the Offer; and
(iv) the irrevocable undertakings described in paragraph 3
above.
16.General
The Offer Document and the Form of Acceptance will be posted to
EPO Shareholders as soon as practicable and, in any event, within
28 days of the date of this announcement.
The Offer will be made subject to certain further terms set out
in Appendix I to this announcement. This announcement does not
constitute an offer or an invitation to purchase any securities.
The Offer will be made solely by the Offer Document and the Form of
Acceptance, which will contain the full terms of the Offer,
including details of how the Offer may be accepted.
Appendix IIsets out the sources and bases of certain financial
information contained in this announcement. Appendix IIIcontains a
summary of the irrevocable undertakings by warrant holders.
Appendix IV contains definitions of the terms used in this
announcement.
ENQUIRIES
For further information contact:
KLKI
David Chong, Head of Corporate Finance +60 3 7809 8988
Lincoln International LLP (Financial
Adviser to KLKI)
Julian Tunnicliffe / Harry Kalmanowicz +44 20 7022 9880
Equatorial Palm Oil Plc
Michael Frayne, Executive Chairman +44 (0) 20 7493 7671
Strand Hanson Limited (Nominated & Financial
Adviser to Equatorial Palm Oil)
James Harris / Andrew Emmott +44 (0) 20 7409 3494
/ Ritchie Balmer
Lincoln International LLP, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for KLKI and KLK and no one else in connection with the
Offer and will not be responsible to any person other than KLKI or
KLK for providing the protections afforded to clients of Lincoln
International LLP or for providing advice in relation to the Offer
or any matter referred to herein.
Strand Hanson Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Equatorial Palm Oil and no one else in connection
with the Offer and will not be responsible to any person other than
Equatorial Palm Oil for providing the protections afforded to
clients of Strand Hanson Limited or for providing advice in
relation to the Offer or any matter referred to herein.
This announcement does not constitute, or form part of, any
offer for, or any solicitation of any offer for, securities. Any
acceptance or other response to the Offer should be made only on
the basis of information referred to in the Offer Document which
KLKI intends to despatch shortly to EPO Shareholders and, for
information only, to holders of options under the Equatorial Palm
Oil Share Schemes and holders of warrants over EPO Shares under the
Equatorial Palm Oil Warrants.
This announcement has been prepared for the purposes of
complying with English Law 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 of jurisdictions outside the United Kingdom.
Overseas Shareholders
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdiction. Persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements.
The Offer referred to in this announcement will not be made,
directly or indirectly, in, into or by use of the mails of, or by
any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of any
Restricted Jurisdiction. This announcement does not constitute an
offer in any Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or otherwise from or within any Restricted Jurisdiction.
Accordingly, this announcement is not being, nor should be, mailed,
transmitted or otherwise distributed, in whole or in part, in or
into or from any Restricted Jurisdiction.
All EPO Shareholders (including, without limitation, nominees,
trustees or custodians) who intend to forward this announcement to
any jurisdiction outside the United Kingdom should seek appropriate
advice before taking any action.
The directors of KLKI and KLK accept responsibility for the
information contained in this announcement other than information
for which the directors of Equatorial Palm Oil accept
responsibility. To the best of the knowledge and belief of the
directors of KLKI and KLK (who have taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The EPO directors accept responsibility for the information
contained in paragraph 5 - Information on Equatorial Palm Oil,
paragraph 6 - Background to the Offer, paragraph 8 - Position of
the EPO Directors, paragraph 9 - Opinion of the EPO Directors and
paragraph 10 - Factors for consideration by EPO Shareholders. To
the best of the knowledge and belief of the directors of Equatorial
Palm Oil (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
This document contains certain forward looking statements with
respect to the financial condition, results of operations and
business of Equatorial Palm Oil, Equatorial Palm Oil Group or
Liberian Palm Developments Limited and certain plans and objectives
of the Boards of directors of Equatorial Palm Oil, 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 Equatorial Palm Oil, 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 document 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
document.Equatorial Palm Oil, KLK and KLKI assume no obligation to
update or correct the information contained in this document.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of Equatorial Palm
Oil must make an Opening Position Disclosure following the
commencement of the offer period. 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
Equatorial Palm Oil. 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. Relevant persons who deal in the relevant
securities of Equatorial Palm Oil 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
Equatorial Palm Oil must make a Dealing Disclosure if the person
deals in any relevant securities of Equatorial Palm Oil. 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 Equatorial Palm Oil, 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 Equatorial Palm Oil, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by Equatorial
Palm Oil and by any offeror and Dealing Disclosures must also be
made by Equatorial Palm Oil, 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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
The defined terms used in this section "Opening Position and
Dealing Disclosure Requirements" are defined in the Code which can
be found on the Panel's website.
APPENDIX I
Conditions and Certain Further Terms of the Offer
A. Conditions Of The Offer
As KLKI holds EPO Shares carrying 54.8 per cent. of the voting
rights in Equatorial Palm Oil, the Offer will not be subject to any
minimum acceptance condition or any other condition and will be
unconditional in all respects at the time it is made.
B. Certain Further Terms of the Offer
The following further terms will apply to the Offer unless the
contrary is expressed or the context otherwise requires.
(a) EPO Shares will be acquired by KLKI fully paid and free from
all liens, equities, charges, equitable interests, encumbrances,
rights of pre-emption and any other third party right and/or
interests of any nature whatsoever and together with all rights
attaching to them, now or in the future, including the right to
receive and retain all dividends, interest and other distributions
declared, paid or made after the date of this announcement;
(b) The Offer will not be made, directly or indirectly, in, into
or by use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically, or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction. This
announcement does not constitute an offer in any Restricted
Jurisdiction and the Offer should not be accepted by any such use,
means, instrumentality or facilities or otherwise from or within
any Restricted Jurisdiction. Accordingly, copies of this
announcement are not being and must not be mailed, transmitted or
otherwise distributed in whole or in part, in, into or from any
Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in, into
or from any Restricted Jurisdiction. Doing so may render invalid
any purported acceptance of the Offer; and
(c) The Offer will comply with English law and the Code.
APPENDIX II
Sources and Bases of Information
(i) The value placed by the Offer on the existing issued share
capital of Equatorial Palm Oil is based on 354,327,502 EPO Shares
in issue on 28 November 2013, the last dealing day prior to the
date of this announcement.
(ii) The Equatorial Palm Oil Closing Price of 4.875 pence for
each EPO on 15 October 2013, the last dealing before years before
the commencement of the Offer Period, is taken from Bloomberg.
(iii) The one month average Equatorial Palm Oil Closing Price of
3.210 pence for each EPO Share is calculated for the one month
period ended on 15 October 2013 and is derived from Bloomberg and
taken as the average daily closing price for the period.
(iv) The one year average Equatorial Palm Oil Closing Price of
8.484 pence for each EPO Share is calculated for the period ended
on 15 October 2013 and is derived from Bloomberg and taken as the
average daily closing price for the period including only prices
for days during which the shares were traded.
(v) Unless otherwise stated, the financial information relating
to Equatorial Palm Oil is extracted from Equatorial Palm Oil's
audited consolidated accounts for the financial years ended 31
December 2011 and 31 December 2012 and Equatorial Palm Oil's
unaudited interim accounts for the six months ended 30 June
2013.
APPENDIX III
Summary of the irrevocable undertakings by warrant holders
Name Number of Equatorial Details
Palm Oil Warrants
Blakeney Management 10,000,000 Warrants over 10,000,000
EPO shares
convertible until
7-April-2014
Blakeney Management 10,000,000 Warrants over 10,000,000
EPO shares
convertible until
6-April-2015
Adelise Services Limited* 1,950,000 Warrants over 4,816,590
EPO shares
convertible until
16-July-2016
* a company controlled by Michael Frayne
APPENDIX IV
DEFINITIONS
"business day" a day (excluding Saturdays, Sundays and public holidays) on which
banks are generally open for business in the City of London
"Capita Asset Services" a trading name of Capita Registrars Limited
"certificated" or "in certificated form" not in uncertificated form
"Closing Price" the closing middle market quotation of a EPO
Share as derived from the Bloomberg
"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
"CREST" the relevant system (as defined in the CREST Regulations) of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations" The Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
"Equatorial Palm Oil" or "Company" Equatorial Palm Oil PLC
"Equatorial Palm Oil Group" Equatorial Palm Oil, its subsidiaries and subsidiary undertaking
"Equatorial Palm Oil Share Schemes" the 9,770,200 options to subscribe to one EPO Share
each outstanding as at 29 November 2013
"EPO Board" or "EPO Directors" the board of directors of Equatorial Palm Oil
"EPO Shareholders" the holders of EPO Shares
"EPO Shares" the existing unconditionally allotted
or issued and fully paid ordinary
shares of 1 pence each of Equatorial
Palm Oil 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
"Equatorial Palm Oil Warrants" the 30,915,347 warrants convertible to one EPO Share
each outstanding as at 29 November 2013
"FCA" the Financial Conduct Authority
"First Closing Date" the first closing date of the Offer, being the date falling
21 days after the Offer Document is posted
"Form of Acceptance" the form of acceptance and authority relating to the
Offer which will accompany the Offer Document
"KLK" Kuala Lumpur Kepong Berhad
"KLK Board" or "KLK Directors" the board of directors of KLK
"KLKI" KL-Kepong International Limited, a wholly owned subsidiary of KLK
"KLKI Board" or "KLKI Directors" the board of directors of KLKI
"KLK Group" KLK, its subsidiaries and subsidiary undertakings including KLKI
"Lincoln International" Lincoln International LLP
"Listing Rules" the rules made by the Financial Conduct Authority under Part
VI of the Financial Services and Markets Act 2000
"London Stock Exchange" London Stock Exchange plc
"Offer" the offer to be made by KLKI to acquire all of
the EPO Shares, other than shares already
held by KLKI, on the terms to be set out
in the Offer document and (in respect
of EPO shares held in certificated form)
in the Form of Acceptance and, where the
context so requires, any subsequent revision,
variation or renewal thereof
"Offer Document" the document to be posted to EPO Shareholders
and, for information only,
to holders of options under the Equatorial
Palm Oil Shares Schemes
and holders of warrants over EPO Shares
under the Equatorial Palm
Oil Warrants, which will set out the formal terms of the Offer
"Offer Period" the period commencing on 16 October 2013
and expiring on the First Closing Date
"Overseas Shareholders" EPO Shareholders who are citizens, nationals
or residents of or otherwise subject
to jurisdictions outside the UK or their
nominees, custodians or trustees
"Panel" the Panel on Takeovers and Mergers
"Regulatory Information Service" as defined in the Listing Rules
"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 EPO Shareholders in that jurisdiction
"Restricted Overseas Person" either a person (including an individual,
partnership, unincorporated
syndicate, unincorporated organisation, trust, trustee,
custodian, executor, administrator
or other legal representative)
in, or resident in, a Restricted Jurisdiction
"Strand Hanson" Strand Hanson Limited
"LPD" Liberian Palm Developments Limited
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" recorded on the relevant register of the share or security
concerned as being held in uncertificated form
in CREST, and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United States" the United States of America, its territories and
possessions, any state of the United States
of America and the District of Columbia and
all other areas subject to its jurisdiction
In this document:
a) the expressions "subsidiary", "subsidiary undertaking",
"associated undertaking" and "undertaking" have the meanings given
by the Companies Act 2006;
b) references to "US$" are to US dollars, references to GBP or
pounds 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 States, the United Kingdom and Malaysia
respectively; and
c) references to time are to London time.
This information is provided by Business Wire
Equatorial Palm Oil (LSE:PAL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Equatorial Palm Oil (LSE:PAL)
Historical Stock Chart
From Jul 2023 to Jul 2024
