PAL.L Regulatory News (PAL)

23 Dec 2013 07:58

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 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.

Copyright Business Wire 2013