NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
16 November 2016
M.P. Evans Group PLC ("M.P. Evans" or "the Company")
Rejection of revised final unsolicited offer from Kuala Lumpur Kepong Berhad ("KLK") and statement of shareholder support
Introduction
As set out in the Company's announcement yesterday, the Board of M.P. Evans (the "Board") has rejected KLK's revised final unsolicited offer to acquire, through its wholly-owned subsidiary, KL-Kepong International Ltd ("KLKI"), the entire issued share capital of the Company at a price of 740 pence per M.P. Evans share (the "Revised Offer"). The Revised Offer is final, save as set out below.
The Board is unanimous in its rejection of the Revised Offer and, for the reasons set out in its announcement of 26 October 2016 and as restated below, continues to believe that the Revised Offer very substantially undervalues the Company, its unique position and its future growth potential. Accordingly, the Board strongly advises M.P. Evans shareholders to take no action in relation to the Revised Offer and not to sell their M.P. Evans shares.
Significant shareholder support for the Board's rejection of the Revised Offer
The Board is pleased to announce that it has received the immediate and unequivocal support of shareholders representing in aggregate 40.85 per cent. of the issued share capital of the Company (as detailed below).
The following shareholders have all confirmed their support for the Board's rejection of the Revised Offer and their intention not to accept the Revised Offer:
- Aberdeen Asset Management, acting as fund manager for clients, holding in aggregate 8,948,539 shares, representing 16.05 per cent. of the issued share capital of the Company;
- Alcatel-Lucent Bell Pensioenfonds ofp, holding 5,750,000 shares, representing 10.32 per cent. of the issued share capital of the Company;
- members of the Hadsley-Chaplin family, holding in aggregate 5,229,098 shares, representing 9.38 per cent. of the issued share capital of the Company;
- Montanaro Asset Management, holding 1,500,000 shares, representing 2.69 per cent. of the issued share capital of the Company;
- Konrad Legg and his close relatives, having control over 535,551 shares, representing 0.96 per cent. of the issued share capital of the Company; and
- El Oro Limited, holding 379,926 shares, representing 0.68 per cent. of the issued share capital of the Company.
In addition to the shareholder support for the Board's rejection of the Revised Offer set out above, the directors of M.P. Evans do not intend to accept the Revised Offer in respect of their own holdings of shares, consisting in aggregate of 429,212 shares (excluding shares held by Peter Hadsley-Chaplin and Philip Fletcher, which are included as part of the Hadsley-Chaplin family holding above), representing 0.77 per cent. of the issued share capital of the Company.
Accordingly, shareholders representing a total of 40.85 per cent. of the issued share capital of the Company have confirmed their intention not to accept the Revised Offer and their support for the Board's rejection of the Revised Offer.
M.P. Evans' unique position and future growth potential
The Board continues to believe that M.P. Evans occupies a unique position in its industry and has excellent potential for future growth. In this regard, the Board notes in particular that:
· in the Board's opinion, the Revised Offer still does not reflect the substantial combined value of the majority-owned estates, plantation associates, smallholder co-operative schemes and Malaysian property assets of the M.P. Evans group (the "Group");
· the Group is operationally excellent, with both high-yielding palm oil estates and industry-leading extraction rates at its palm oil mills;
· the Group's plantings have, on average, a young age profile, and both the crops and the corresponding cash flows are expected to increase substantially in the coming years;
· the Board is committed to a strategic plan for a significant increase in planted hectarage of oil palms as well as the construction of further palm oil mills;
· the Group has a very strong balance sheet which provides a platform for further growth through both the acquisition of additional planted areas and the development of unplanted land; and
· global demand for vegetable oils continues to rise and palm oil has grown as a proportion of that demand, indicating strong long-term prospects for the Group's output.
Publication of offer document and Company circular in response
KLK will publish the offer document containing further information about the Revised Offer by no later than 22 November 2016 (otherwise than with the consent of the Panel). The Board will publish a circular to shareholders within 14 days of the publication of the offer document, setting out further detail on the reasoning for its opinion. Shareholders are urged not to take any action in respect of the Revised Offer or their shares at this time.
Conclusion
M.P. Evans Chairman, Peter Hadsley-Chaplin, said:
"KLK continues to fail to recognise the true value of the Company and its unique position within its industry. M.P. Evans is worth very substantially more than 740 pence per share. The Board's view in this regard is corroborated by the early and unequivocal support of a large proportion of our shareholder base. Shareholders' best interests are served by rejecting this offer."
The Board of M.P. Evans has received financial advice from Rothschild on the Revised Offer. In providing this advice, Rothschild has taken into account the commercial assessment of the Directors.
No increase statement
The Revised Offer is final and is not capable of being increased, save that KLKI, reserves the right to increase the price per M.P. Evans Share payable pursuant to the terms of the Revised Offer in the event of: (i) a public announcement of the existence of a new offeror or potential offeror, whether publicly identified or not; or (ii) the recommendation of such an increased offer by KLK or KLKI by the Board.
Enquiries:
M.P. Evans Group PLC
Telephone: +44 1892 516333
Peter Hadsley-Chaplin, Chairman
Tristan Price, Chief Executive
Rothschild (Financial Adviser)
Telephone: +44 207 280 5000
Stuart Vincent
Sam Critchlow
Peel Hunt (NOMAD and Broker)
Telephone: +44 207 418 8900
Dan Webster
Adrian Trimmings
Hudson Sandler
Telephone: +44 207 796 4133
Charlie Jack
Bertie Berger
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for M.P. Evans and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than M.P. Evans for providing the protections offered to its clients or for providing advice in connection with the subject matter of this announcement or any other matters referred to in this announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for M.P. Evans and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than M.P. Evans for
providing the protections offered to its clients or for providing advice in connection with the subject matter of this announcement or any other matters referred to in this announcement.
Disclosure requirements of the Takeover Code (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(s), 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.
Overseas shareholders
The release, distribution or publication of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.
Publication on website
A copy of this announcement and copies of the letters of intent referred to above will be made available at www.mpevans.co.uk in accordance with Rule 26 of the Code by no later than 12 noon (UK time) on 17 November 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.