PAL.L Regulatory News (PAL)

19 May 2020

EQUATORIAL PALM OIL PLC

("EPO", the "Company" or, together with its subsidiaries, the "Group")

Interim Results for the six months ended 31 March 2020

Equatorial Palm Oil plc (AIM: PAL), the AIM quoted palm oil production company with operations in Liberia, West Africa, announces its unaudited interim results for the six months ended 31 March 2020 (the "Period").

EPO is supported by its 63 per cent. shareholder and joint venture partner Kuala Lumpur Kepong Berhad ("KLK"), a Malaysian corporation, in developing a new sustainable palm oil operation in Liberia through investment in its oil palm operations, training and infrastructure.

Highlights:

· Sales of oil palm products continue

· New mill at Palm Bay running well, but not yet at 100% capacity

· COVID-19 preventative measures put in place

· Post-period end: proposed disposal of EPO's 50% interest in LPD to KLK, announced on 18 May 2020, which is subject to shareholder approval (the "Proposed Disposal")

Michael Frayne, Executive Chairman of EPO, commented:

"The recent turmoil in world markets resulting from the COVID-19 pandemic will undoubtedly affect palm oil as governments worldwide have in the most part temporarily shut down our day to day routines.

"Management are working very hard with the Liberian health officials to put in place preventative measures to stop the spread of this virus which will enable our operations to continue with the safety and well-being of our staff and communities being our main priority.

"The last few years have proved to be a very difficult time for the palm oil industry in Liberia, and worldwide, which as shareholders will be aware has significantly impacted the Group's ability to develop its palm plantations at the rate we would have hoped. Progress has been made, with the completion of the palm oil mill at Palm Bay estate and our first sales and shipment of crude palm oil from the Port of Buchanan, which is tribute to the hard work of management, however, as announced on 18 May 2020, we have reached agreement with KLK for the Proposed Disposal of EPO's interest in LPD, and transfer by novation all of the Company's rights, titles, benefits and obligations in the shareholder loan granted to LPD, for nominal consideration. Having extensively considered the Proposed Disposal, I, and Geoff Brown, believe that it is in the best interest of shareholders for EPO now to dispose of its interest in LPD and seek to utilize its cash reserves, of approximately £800,000 expected on completion of the Proposed Disposal, to seek to acquire another asset which can deliver value generation for shareholders in the near to medium term."

CHAIRMAN'S STATEMENT

The Company has been focussed on further progressing its oil palm assets in Liberia, West Africa, and setting the foundations for production from its oil palm development. EPO's oil palm estates are held through Liberian Palm Developments Limited ("LPD"), a joint venture company owned in equal proportion by EPO and KLK which (through subsidiaries) holds palm oil concessions in Liberia.

The Company continues to target positive cash flow from its associate's Liberian operations. We continue our engagement with all the communities in and around our concessions as we seek consent for all land development as part of the Free, Prior and Informed Consent ("FPIC") process.

Operational Review

Liberian Palm Developments Limited - Associate

EPO (through its wholly owned subsidiary Equatorial Biofuels (Guernsey) Limited) and KLK (through its wholly owned subsidiary KLK Agro Plantations Pte Ltd) each currently holds 50 per cent of the issued share capital of LPD. KLK also holds ordinary shares in EPO (through its wholly owned subsidiary KL-Kepong International Limited) representing approximately 62.86 per cent. of the issued share capital of the Company.

Under the Joint Venture Agreement, KLK has the power to appoint the Chairman to the Board of LPD and in the case of a tied vote the Chairman has the casting vote. For this reason, the Company accounts for its investment in LPD as an equity investment in which it has significant influence, therefore, classified as an associate.

LPD controls the operations in Liberia which involves the production and sale of oil palm products. The following operational review relates to the operations within the associate LPD which is referred to as "the Company" under the Operational review section.

Operational Update

Palm Bay estate

Work has been ongoing at Palm Bay to tend to the already 6,500 ha planted on Palm Bay estate since 2011. Approximately 6,000 ha is now mature and producing fresh fruit bunches ("FFB") that can be processed at the palm oil mill ("POM") with the final 500 ha becoming mature later in the year. Field upkeep continues to keep the plantation in a good husbandry state.

The POM at Palm Bay estate continues to run well. However, as has previously been disclosed the mill is running on alternate days given that there are not sufficient FFB to run the mill daily. Volumes of FFB will increase as both the palms continue to mature and our FFB yield continues to improve on our estate generally and as our harvesters gain more experience.

Shipments of CPO are being shipped out from the Company's storage tank export facility at the port of Buchanan where they are loaded on to parcel tanker ships from which allows customers to purchase the Company's oil palm products in bulk for export. Shipments of CPO to customers continue in the normal course of business. Sales by LPD's subsidiary of CPO at the end of the Period was US$3. 3m.

As previously announced, the mill includes a kernel crushing plant ("KCP") and a biogas plant. The KCP has been commissioned and we are producing palm kernel oil ("PKO") for sale to customers. The biogas plant was to be completed early this calendar year however the Malaysian consultants engaged to commission the plant were forced to delay the trip as a result of the COVID-19 pandemic.

The biogas plant is designed to capture methane emitted from the POM effluent to generate electricity for use in the POM and KCP and surrounding office and residential buildings. As a result, the POM will be a highly efficient mill once the biogas plant is complete, in that there will be minimal amounts of waste and residue.

Although shipments of oil palm products are progressing to its customers, the operations at Palm Bay estate remain unprofitable. Until the performance of Palm Bay operations improves, the Company will not expand into other areas in and around Palm Bay estate.

The Company is committed to compliance with the assessments and requirements as set out in our Sustainability Policy and the new planting procedures of the RSPO, for which the relevant criteria include: FPIC, High Conservation Value ("HCV") assessment, High Carbon Stock Approach ("HCSA") assessment and Green House Gases ("GHG") reduction, amongst others.

COVID-19

The various shutdowns of economic activity by governments all over the world have hit global demand for vegetable oil including palm oil. As at the reporting date there has been no disruption to the operations or shipments of our palm oil products.

All focus of management is for the wellbeing of our staff and the communities in which we operate. We have set up a committee on Palm Bay to instil strict preventive measures such as:

a) Temperature checks at all entry points

b) Hand washing stations

c) Awareness campaign

This committee is in communication/planning with the Liberian Ministry of Health and local county health officials. LPD has been distributing hand washing materials such as soap and water drums to communities within and around the Palm Bay concession. In addition to that, training on hand washing and awareness of COVID-19 are being carried out. Clear guidelines, preventative materials and advice is being distributed from KLK on almost a daily basis.

On 19 April 2020, the Liberian Government declared a 60-day state of emergency aimed at helping healthcare workers locate sick people and respond to cases promptly, measures that were put in place throughout the country during the Ebola epidemic from 2014-2016.

Butaw estate

As was highlighted in the Company's full year results for the year ended 30 September 2019, the operations at Butaw has ceased.

RSPO

EPO, through its JV partner KLK, is a member of the RSPO and adheres to all international best practice standards for estate development.

EPO has consistently adopted best practices and procedures to ensure that the CPO produced from our new plantings will meet with international sustainability standards, thereby enabling our CPO to be labelled "sustainable" palm oil.

Financial Review

The loss of the Group for the six months ended 31 March 2020 was US $53,000 (31 March 2019: US$ 4,731,000). Cash held by the Group as at 31 March 2020 was US$ 578,000 (30 September 2019: US$ 660,000).

As at 31 March 2019, LPD has a further $12.1m to draw down from the $20m loan provided to LPD by KLK as was announced on 20 May 2019.

LPD is currently loss making, has outstanding debt to KLK of c.$131m which ranks ahead of the Company's loans to LPD in the amount of $6.2m, and is likely to require further funding going forward. Consequently, it is highly unlikely that the Company's loans to LPD will be recoverable. Accordingly, the Independent Directors believe that there is little prospect of generating value for shareholders from the Company's interest in LPD.

Proposed Disposal - post period end

On 18 May 2020, the Company announced the Proposed Disposal by the Company's wholly owned subsidiary, Equatorial Biofuels (Guernsey) Limited ("Equatorial Biofuels"), of its 50 per cent. equity interest in Liberian Palm Developments Limited, the Group's operating subsidiary, to KLK Agro Plantations Pte Ltd ("KLK Agro") (a wholly owned subsidiary of KLK). In addition, the Company will novate an intragroup debt advanced by the Company to LPD in the sum of approximately US$6,197,000 ("Novation"). The aggregate consideration for the Proposed Disposal and the Novation is £1. The Proposed Disposal is subject to shareholder approval at a forthcoming General Meeting on 9 June 2020. Further information can be found in a Circular, which includes a notice of the General Meeting, which is available on the Company's website.

Summary and Outlook

The last 12 months has been difficult for the Company given the cessation of operations at Butaw estate and there has been no further planting at Palm Bay estate for the last 4 years. There have been weak CPO prices for many reasons, including low oil prices, and now the COVID-19 pandemic has created further uncertainty, with its long-term effect on the palm oil industry still to be understood.

Accordingly, the Independent Directors in respect of the Proposed Disposal, being myself and Geoff Brown, are supportive of the Proposed Disposal of the Company's interest in LPD and recommend that shareholders vote in favour of the resolution being proposed at the forthcoming General Meeting.

I would like to take this opportunity to thank our JV partner and major shareholder KLK, our board and management team and all stakeholders for their continued support.

Michael Frayne

Chairman

19 May 2020

EQUATORIAL PALM OIL PLC

GROUP STATEMENT OF COMPREHENSIVE INCOME

EQUATORIAL PALM OIL PLC

GROUP STATEMENT OF FINANCIAL POSITION

EQUATORIAL PALM OIL PLC

GROUP CASH FLOW STATEMENT

EQUATORIAL PALM OIL PLC

GROUP STATEMENT OF CHANGES IN EQUITY

EQUATORIAL PALM OIL PLC

NOTES TO THE INTERIM FINANCIAL STATEMENTS

1. Basis of preparation

These interim financial statements have been prepared using policies based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board ("IASB") as adopted for use in the EU. They do not include all disclosures that would otherwise be required in a complete set of financial statements but have been prepared in accordance with policies expected to be applied in the 2020 Annual Report and Financial Statements, and should be read in conjunction with the 2020 Annual Report and Financial Statements. The financial information for the half year ended 31 March 2020 is unaudited.

The annual financial statements of Equatorial Palm Oil plc are prepared in accordance with IFRSs as adopted by the European Union. The comparative financial information for the year ended 30 September 2019 included within this report does not constitute the full statutory accounts for that period. The statutory Annual Report and Financial Statements for 2019 have been filed with the Registrar of Companies. The Independent Auditors' Report on that Annual Report and Financial Statement for 2019 was unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The same accounting policies, presentation and methods of computation are followed in these interim financial statements as were applied in the Group's latest annual audited financial statements. In addition, the IASB has issued a number of IFRS (including IFRS 16 which was adopted in the Period) and IFRIC amendments or interpretations since the last annual report was published. It is not expected that any of these will have a material impact on the Group.

The financial statements have been prepared on a going concern basis. Based upon the Company's current cash balance and expectation of cash receipts from interest income, the Directors consider that the Company will have sufficient cash to fund the Company's ongoing commitments for a period of at least a year after the approval of these financial statements. Throughout this period KLK have confirmed via a letter of support to LPD that KLK will provide further funding as necessary in order for LPD to continue its normal operations. This letter was received in November 2019 and the Company considers the letter of support from KLK to LPD to indicate that the loan payments due in October 2032 will only be called if the business has the ability to pay. Additionally, the Board do not consider there to be any reason to believe this shareholder support would not continue.

2. Loss per share

The basic loss per share is derived by dividing the loss for the Period attributable to ordinary shareholders by the weighted average number of shares in issue.

As inclusion of the potential Ordinary shares would result in a decrease in the loss per share they are considered to be anti-dilutive, as such, a diluted earnings per share is not included.

3. Investment in associate

The Company, through its investment in Equatorial Biofuels (Guernsey) Limited, owns a 50% interest in Liberian Palm Developments Limited ("LPD").

In 2014 a new Joint Venture Agreement ("JVA") was signed pursuant to which cash and funding commitments of up to US$35.5m were made available to be provided to LPD. The Company and KLK each subscribed for US$7.5m of new equity in LPD and KLK committed to providing up to US$20.5m in further funding. Under the JVA, the Company retained a 50% economic and voting interest in LPD. Also, under the JVA, KLK has the power to appoint the Chairman to the Board of LPD and in the case of a tied vote the Chairman has the casting vote. For this reason, the Company accounts for its investment in LPD as an equity investment in which it has significant influence.

In January 2015, LPD entered into a US $20.5m loan agreement (the "2015 Loan Agreement") with KLK Agro Plantations Pte Ltd ("KLK Agro"), a wholly owned subsidiary of KLK, for operations and funding. The term of the Loan Agreement has been extended as per below.

On 2 September 2016, the Company announced that LPD had entered into a US$30m loan agreement with KLK Agro (the "2016 Loan Agreement") to further the operations and funding for LPD. This loan is in addition to the 2015 Loan Agreement. The term of the 2016 Loan Agreement has been extended as per below and has been fully drawn and no interest has been paid to date.

On 12 October 2017, the Company announced that LPD has entered in a US $30.0m loan agreement with KLK Agro (the "2017 Loan Agreement") for the operations and funding for LPD. The term of the 2017 Loan Agreement is 5 years and the interest rate is 3-months USD LIBOR + 5 percent per annum.

On 20 May 2019, the Company announced that LPD had entered into a loan agreement for a facility of US$20m with KLK Agro to fund the operations and capital requirements of LPD (the "2019 Loan Agreement"). This loan is in addition to the 2015 Loan Agreement, 2016 Loan Agreement and the 2017 Loan Agreement.

On 7 November 2019, EPO announced that KLK Agro agreed to extend the maturity of US$50.5 million of outstanding loans to LPD (the "LPD Extended Loans").

The LPD Extended Loans comprise loans of US$20.5m (2015 Loan Agreement), announced on 27 January 2015, and US$30.0m (2016 Loan Agreement), announced on 2 September 2016, both of which have been fully drawn down and were due to mature on 25 January 2020. The LPD Extended Loans, together with all accrued interest, are now repayable by no later than 30 September 2032 ("LPD Loan Extension").

The key terms of the LPD Loan Extension remain as follows:

• Term - expiring no later than 30 September 2032

• Interest - 3-months USD LIBOR + 5 per cent per annum

• Repayment - Loan principal (together with all accrued Interest due) on expiry of the Term or earlier at the election of LPD

The terms of the additional loan agreements entered into by KLK Agro and LPD dated 12 October 2017 (US$30,000,000) and 20 May 2019 (US$20,000,000) are unaffected by this LPD Loan Extension and remain payable on 10 October 2022 and 19 May 2024, respectively.

The Company's interest in LPD is as follows:

The share of losses from associate are not recognised as the carrying amount of the investment in associate is nil.

The balance sheet and results of Liberian Palm Developments Limited for the period of six months to 31 March 2020 were as follows:

4. Receivable from associate

On 5 November 2018, the Company announced that the maturity date on the Loan Agreement between the Company and LPD for US$2m, announced on 7 November 2013, was extended from 7 November 2018 (at which point in time US$2,938,656 including accrued interest was outstanding) to 6 November 2028

The total liabilities owed by LPD to EPO as at 31 March 2020 amount to US$6,239,392 whose loan terms are treated the same as the LPD Loan Extension.

5. Called up share capital

6. Post period end

On 18 May 2020, the Company announced the Proposed Disposal by the Company's wholly owned subsidiary, Equatorial Biofuels, of its 50 per cent. equity interest in Liberian Palm Developments Limited, the Group's operating subsidiary, to KLK Agro. In addition, the Company will novate an intragroup debt advanced by the Company to LPD in the sum of approximately US$6,197,000. The aggregate consideration for the Proposed Disposal and the Novation is £1. The Proposed Disposal is subject to shareholder approval at a forthcoming General Meeting. Further information can be found in a Circular, which includes a notice of the General Meeting, which is available on the Company's website.

7. Availability of financial information

Copies of this interim financial information will be available on the Company's website.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.