Kuala Lumpur Kepong Berhad Offer Update
December 23 2013 - 2:58AM
UK Regulatory
TIDMPAL
23 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
KL-Kepong International Limited ("KLKI")
Mandatory Cash Offer for Equatorial Palm Oil plc ("Equatorial
Palm Oil")
CLOSING OF OFFER
On 29 November 2013, KLKI, a wholly-owned subsidiary of Kuala
Lumpur Kepong Berhad ("KLK"), announced the terms of a Mandatory
Cash Offer to be made by KLKI to acquire the entire issued and to
be issued share capital of Equatorial Palm Oil not already owned by
KLKI (the "Offer"). The full terms of the Offer and the procedures
for acceptance were set out in the offer document ("the Offer
Document").
Level of acceptances
As at 1:00 pm (London time) on 20 December 2013, KLKI had
received valid acceptances in all respects of 29,788,330 EPO Shares
representing 8.40 per cent. of the issued share capital of
Equatorial Palm Oil.
In addition, KLKI had received valid acceptances but without or
with insufficient cover of 146,099 EPO Shares representing 0.04 per
cent. of the issued share capital of Equatorial Palm Oil. These
will be accepted if sufficient cover is provided.
No acceptances have been received from any person acting in
concert with KLKI nor were any EPO Shares subject to an irrevocable
undertaking or letter of intent to accept the Offer.
Including valid acceptances in all respects, KLKI owns
223,866,969 EPO Shares representing 63.18 per cent. of the issued
share capital of Equatorial Palm Oil.
Offer closing
As set out in the Offer Document, the Offer was unconditional in
all respects from the outset. As further described in the Offer
Document, given that KLKI by virtue of its shareholdings and
acceptances of the Offer has not acquired or agreed to acquire at
least 75 per cent. of the issued share capital of Equatorial Palm
Oil, the Offer has not been extended and closed at 1.00 pm on 20
December 2013.
KLKI intends to maintain Equatorial Palm Oil's admission to
trading on AIM.
Settlement of consideration
The consideration due to validly accepting EPO Shareholders in
all respects will be despatched within 14 days of the 20 December
2013.
The consideration due to validly accepting EPO Shareholders but
without or with insufficient cover will be despatched within 14
days of receipt of sufficient cover.
Unless otherwise stated, defined terms used in this announcement
have the same meaning as set out in the Offer Document.
Enquiries:
Lincoln International LLP (Financial Adviser)
Julian Tunnicliffe / Harry Kalmanowicz +44 20 7022 9880
Lincoln International LLP which is regulated in the United
Kingdom by The Financial Conduct Authority is acting for KLK in
relation to the matters described in this announcement and is not
advising any other person, and accordingly will not be responsible
to anyone other than KLK for providing the protections afforded to
customers of Lincoln International LLP or for providing advice in
relation to the matters described in this announcement.
The directors of KLK and the directors of KLKI accept
responsibility for the information contained in this announcement.
To the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
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 Business Wire
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