NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
15 November 2016
INCREASED FINAL CASH OFFER
for
M.P. EVANS GROUP PLC ("MP Evans" or the "Company")
by
KUALA LUMPUR KEPONG BERHAD ("KLK")
through its wholly-owned subsidiary, KL-KEPONG INTERNATIONAL LTD ("KLKI")
Summary
· On 25 October 2016, the board of directors of KLK, through its wholly-owned subsidiary, KLKI, announced the terms of a cash offer at 640 pence per share for MP Evans by KLKI to acquire the entire issued and to be issued share capital of MP Evans (the "Initial Offer").
· The board of directors of KLK reiterates its belief that there is strategic merit in synergising the operations of MP Evans with KLK's from a geographical and capabilities perspective and that, together, KLK and MP Evans should establish best practices for the further growth of both companies and enable the enlarged group to capitalise on economies of scale in the oil palm sector.
· Noting the response of major shareholders to the Initial Offer, KLKI is pleased to present a revised offer.
· Accordingly, the board of directors of KLK, again through its wholly-owned subsidiary, KLKI, announces the terms of an increased cash offer for MP Evans by KLKI to acquire the entire issued and to be issued share capital of MP Evans (the "Increased Offer"). It is intended that the Increased Offer will be implemented by means of a takeover offer under the Code and within the meaning of Part 28 of the Companies Act 2006.
· Under the terms of the Increased Offer, MP Evans Shareholders will receive:
for each MP Evans Share 740 pence per share in cash
(the "Increased Offer Consideration"),
representing a premium of approximately 74 per cent. to the undisturbed Closing Price of 426.25 pence per MP Evans Share on 24 October 2016, being the last Business Day prior to the commencement of the Offer Period.
· The Increased Offer Consideration values the entire issued and to be issued share capital of MP Evans at approximately £415.4 million.
· The Increased Offer is final and is not capable of being increased, save that KLKI reserves the right to increase the price per MP Evans Share payable pursuant to the terms of the Increased 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 of MP Evans.
· The Increased Offer is solely conditional upon valid acceptances being received in respect of MP Evans Shares which, together with any MP Evans Shares acquired, or agreed to be acquired, by KLKI and/or any other wholly-owned subsidiary or wholly-owned subsidiaries of KLK (whether pursuant to the Increased Offer or otherwise) carry, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of MP Evans.
· Accordingly, MP Evans Shareholders should note that the Increased Offer will succeed if KLKI acquires, or agrees to acquire, control of more than 50 per cent. of the voting rights attaching to the MP Evans Shares, pursuant to acceptances of the Increased Offer or otherwise, and MP Evans Shareholders will receive the Increased Offer Consideration in respect of any MP Evans Shares assented to the Increased Offer.
· If KLKI acquires, or agrees to acquire, control of more than 50 per cent. of the voting rights attaching to the MP Evans Shares, pursuant to acceptances of the Increased Offer or otherwise (but less than 75 per cent. of the voting rights), then it intends to maintain the admission to trading on AIM of the MP Evans Shares.
· KLK continues to believe that its all-cash Increased Offer is highly attractive for MP Evans Shareholders, representing a compelling value proposition with a high degree of certainty at a substantial premium (see below) to the undisturbed MP Evans Share price, and that it provides a significant opportunity for MP Evans Shareholders to realise substantial value from their investment in the context of the low liquidity in the trading of MP Evans Shares.
· The Increased Offer Consideration represents a premium of approximately:
o 77 per cent. to the volume-weighted average Closing Price of 417.4 pence per MP Evans Share for the 30 days ended on 24 October 2016, being the last Business Day prior to the commencement of the Offer Period;
o 81 per cent. to the volume-weighted average Closing Price of 408.5 pence per MP Evans Share for the twelve months ended on 24 October 2016, being the last Business Day prior to the commencement of the Offer Period;
o 74 per cent. to the volume-weighted average Closing Price of 426.0 pence per MP Evans Share for the three years ended on 24 October 2016, being the last Business Day prior to the commencement of the Offer Period; and
o 16 per cent. to the Initial Offer Price of 640.0 pence per MP Evans Share.
· The cash consideration payable pursuant to the Increased Offer will be financed through a combination of an amended acquisition loan facility provided by The Hongkong and Shanghai Banking Corporation Limited and KLK's internal cash resources.
· HSBC, as financial adviser to KLK and KLKI, is satisfied that sufficient cash resources are available to KLKI to satisfy in full the cash consideration payable to MP Evans Shareholders (and participants in the MP Evans Share Schemes) in the event of full acceptance of the Increased Offer.
· KLK is incorporated in Malaysia and listed on the Main Market of Bursa Malaysia Securities Berhad with a market capitalisation of approximately RM 25.1 billion (approximately £4.6 billion) as at 14 November 2016, being the last Business Day prior to the date of this announcement. KLK was started as a plantation company more than 100 years ago and plantations still remain its core business activity.
· The Offer Document, containing further information about the Increased Offer, will be published, other than with the consent of the Takeover Panel, by 22 November 2016 and will be made available on KLK's website at http://www.klk.com.my/investor-relations/mpevans.
This summary should be read in conjunction with, and is subject to, the full text of this announcement (including the Appendices). The Increased Offer will be subject to the Condition and further terms set out in Appendix 1 to this announcement and to the full terms and condition which will be set out in the Offer Document. Appendix 2 contains the bases and sources of certain information used in this summary and this announcement. Appendix 3 contains definitions of certain terms used in this summary and this announcement.
Enquiries:
KLK |
|
David Chong Teh Kwan Wey Yap Miow Kien
|
+603 7809 8962 +603 7809 8965 +605 240 8052 |
HSBC Bank plc |
|
Oliver Smith Rajeev Sahney Alex Thomas Nick Donald |
+44 20 7991 8888 |
|
|
|
|
Important notice relating to financial adviser
HSBC Bank plc ("HSBC") is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom and is acting exclusively for KLK and KLKI and no one else in connection with the Increased Offer and other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Increased Offer or any other matters referred to in this announcement and is not, and will not be, responsible to anyone other than KLK and KLKI for providing the protections afforded to its clients or for providing advice in relation to the Increased Offer, the contents of this announcement or any transaction or arrangement referred to in this announcement.
Further information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Increased Offer or otherwise. The Increased Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Increased Offer, including details of how the Increased Offer may be accepted. Any response to the Increased Offer should be made only on the basis of information contained in the Offer Document. MP Evans Shareholders are advised to read the formal documentation in relation to the Increased Offer carefully once it has been despatched.
This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange 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 and regulations of any jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of MP Evans Shareholders who are not resident in the United Kingdom to participate in the Increased Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or MP Evans Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document.
The Increased Offer will not be made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the Increased Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
Notice to US holders of MP Evans Shares
The Increased Offer, if required to be made in the United States, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. Accordingly, the Increased Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The Increased Offer is being made for the securities of an English company quoted on AIM, a market of the London Stock Exchange. The Increased Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on the KLK Group and MP Evans included in this announcement has been prepared in accordance with generally accepted accounting principles in Malaysia and IFRS, respectively, thus neither may be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The receipt of cash pursuant to the Increased Offer by a US holder of MP Evans Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each MP Evans Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Increased Offer. Furthermore, the payment and settlement procedure with respect to the Increased Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
The Increased Offer, if required to be made in the United States, will be made in the United States by KLKI and no one else.
It may be difficult for US holders of MP Evans Shares to enforce their rights and any claim arising out of US federal securities laws since KLKI and KLK are incorporated under the laws of the Cayman Islands and Malaysia, respectively, and MP Evans is incorporated under the laws of England and Wales and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of KLKI, KLK and MP Evans are located outside the United States. US holders of MP Evans Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934 (as amended) (the "Exchange Act"), or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Increased Offer, passed upon the merits or fairness of the Increased Offer or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and subject to Rule 14e-5(b) under the Exchange Act, KLK, KLKI or its or their nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in MP Evans, other than pursuant to the Increased Offer, at any time prior to completion of the Increased Offer becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, to the extent applicable. No purchases will be made outside of the Increased Offer in the United States by or on behalf of KLK and/or KLKI. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, HSBC and its affiliates will continue to act as exempt principal traders in MP Evans Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
Forward-looking statements
This announcement contains certain forward looking statements with respect to the financial condition, results of operations and business of MP Evans, the MP Evans Group and certain plans and objectives of the boards of directors of MP Evans, 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 MP Evans, 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. MP Evans, KLK and KLKI assume no obligation to update or correct the information contained in this announcement.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for KLK or MP Evans, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for KLK or MP Evans, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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.
Information relating to MP Evans Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by MP Evans Shareholders, persons with information rights and other relevant persons for the receipt of communications from MP Evans may be provided to KLKI during the Offer Period as required under Section 4 of Appendix 4 to the Code.
Publication on website
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on KLK's website at http://www.klk.com.my/investor-relations/mpevans promptly and by no later than 12 noon (London time) on 16 November 2016. For the avoidance of doubt, the contents of that website are not incorporated, and do not form part of, this announcement.
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting HSBC on +44 20 7991 8888. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Increased Offer should be in hard copy form.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
15 November 2016
INCREASED FINAL CASH OFFER
for
M.P. EVANS GROUP PLC ("MP Evans" or the "Company")
by
KUALA LUMPUR KEPONG BERHAD ("KLK")
through its wholly-owned subsidiary, KL-KEPONG INTERNATIONAL LTD ("KLKI")
1. Introduction
On 25 October 2016, the board of directors of KLK, through its wholly-owned subsidiary, KLKI, announced the terms of a cash offer at 640 pence per share for MP Evans by KLKI to acquire the entire issued and to be issued share capital of MP Evans (the "Initial Offer").
The board of directors of KLK continues to be convinced of the strategic merits of the transaction (see paragraph 3 below). Accordingly, the board of directors of KLK, again, through its wholly-owned subsidiary, KLKI, announces the terms of an increased cash offer for MP Evans by KLKI to acquire the entire issued and to be issued share capital of MP Evans (the "Increased Offer"). It is intended that the Increased Offer will be implemented by means of a takeover offer under the Code and within the meaning of Part 28 of the Companies Act 2006.
2. Summary of the Increased Offer
Under the terms of the Increased Offer, which will be subject to the Condition and further terms set out in Appendix 1 to this announcement and to the further terms to be set out in the Offer Document, MP Evans Shareholders will receive:
for each MP Evans Share 740 pence per share in cash
(the "Increased Offer Consideration"),
The Increased Offer Consideration represents a premium of approximately:
· 74 per cent. to the Closing Price of 426.25 pence per MP Evans Share on 24 October 2016, being the last Business Day prior to the commencement of the Offer Period;
· 77 per cent. to the volume-weighted average Closing Price of 417.4 pence per MP Evans Share for the 30 days ended on 24 October 2016, being the last Business Day prior to the commencement of the Offer Period;
· 81 per cent. to the volume-weighted average Closing Price of 408.5 pence per MP Evans Share for the twelve months ended on 24 October 2016, being the last Business Day prior to the commencement of the Offer Period;
· 74 per cent. to the volume-weighted average Closing Price of 426.0 pence per MP Evans Share for the three years ended on 24 October 2016, being the last Business Day prior to the commencement of the Offer Period; and
· 16 per cent. to the Initial Offer Price of 640.0 pence per MP Evans Share.
The Increased Offer Consideration values the entire issued and to be issued share capital of MP Evans at approximately £415.4 million.
The Increased Offer is final and is not capable of being increased, save that KLKI reserves the right to increase the price per MP Evans Share payable pursuant to the terms of the Increased 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 of MP Evans.
KLK believes its all-cash Increased Offer is highly attractive for MP Evans Shareholders:
· representing a compelling value proposition at a substantial premium to the undisturbed MP Evans Share price (see above);
· affording them a significant liquidity opportunity - the daily average number of MP Evans Shares traded on a daily basis over the three years to 24 October 2016, the last Business Day prior to the announcement of the Initial Offer, was 26,755, representing less than 0.1 per cent. of the total number of MP Evans Shares in issue over that period; and
· with a high degree of certainty - the Increased Offer is solely conditional upon valid acceptances being received in respect of MP Evans Shares which, together with any MP Evans Shares acquired, or agreed to be acquired, by KLKI and/or any other wholly-owned subsidiary or wholly-owned subsidiaries of KLK (whether pursuant to the Increased Offer or otherwise) carry, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of MP Evans. Accordingly, MP Evans Shareholders should note that the Increased Offer will succeed if KLKI acquires, or agrees to acquire, control of more than 50 per cent. of the voting rights attaching to the MP Evans Shares, pursuant to acceptances of the Increased Offer or otherwise, and MP Evans Shareholders will receive the Increased Offer Consideration in respect of any MP Evans Shares assented to the Increased Offer.
3. Background to, and reasons for, the Increased Offer
KLK continues to believe there to be strategic merit in synergising the operations of MP Evans with KLK's from a geographical and capabilities perspective. The management of MP Evans will also have opportunities to develop their careers within the larger organisation. Together, KLK and MP Evans should establish best practices for the further growth of both companies and enable the enlarged group to capitalise on economies of scale in the oil palm sector.
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. Since then, plantations have remained as KLK's core business activity. Through various strategic acquisitions, the KLK Group's plantations land bank stood at 269,442 hectares (as at 30 September 2015) and this hectarage was spread across Malaysia (Peninsular Malaysia and Sabah), Indonesia (Belitung Island, Sumatra, Central and East Kalimantan) and Liberia. Oil palm is the primary plantation crop for KLK with 207,622 hectares planted with oil palm as at 30 September 2015, while 13,916 hectares had been planted with rubber as at 30 September 2015.
From the 1990s onwards, the KLK Group has diversified into resource-based manufacturing (oleochemicals, derivatives and specialty chemicals) 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, Belgium 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 has been listed on the Main Market of Bursa Malaysia Securities Berhad since 1974 and, as at 14 November 2016 (being the last Business Day prior to the date of this announcement), had a market capitalisation of approximately RM 25.1 billion (approximately £4.6 billion). 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 2014 and 30 September 2015 and KLK's unaudited interim accounts for the quarters ended 31
December 2015, 31 March 2016 and 30 June 2016 are available at http://www.klk.com.my/investor-relations/business-highlights/.
5. Information on MP Evans
MP Evans, through its subsidiary and associated undertakings, operates oil palm and rubber plantations in Indonesia and conducts property development activities in West Malaysia. The principal activity of MP Evans is the ownership, management and development of sustainable oil palm estates in Indonesia. Its segments include plantation crops (predominantly palm oil) in Indonesia, with a residual balance in Malaysia and property development in Malaysia and it also has a joint venture in the oil palm sector in Indonesia. In addition, MP Evans owns an oil palm estate with property development potential and a minority share in Bertam Properties Sdn. Berhad (Bertam Properties) that operates on one of the former estates of MP Evans. It also has an oil palm project in South Sumatra, Musi Rawas.
MP Evans is traded on AIM, a market of the London Stock Exchange, and its core strategy is to continue to expand its oil palm areas in Indonesia in a sustainable and cost-effective manner. The audited financial statements of MP Evans for its two most recent financial years ended 31 December 2014 and 31 December 2015 and unaudited interim accounts of MP Evans for the half
year ended 30 June 2016 are available at http://www.mpevans.co.uk/mpevans/en/investors/reports.
6. Management, employees and strategic plans for MP Evans
KLK attaches great importance to the skills, knowledge and expertise of the existing management and employees of MP Evans. KLKI confirms that it intends to safeguard fully the existing employment and pension rights of all MP Evans executive management and employees in accordance with applicable law and to comply with pension obligations of MP Evans for existing employees and members of pension schemes of MP Evans.
KLK recognises that, in order to achieve the expected benefits from the combination of the KLK Group and the MP Evans Group, some operational and administrative restructuring will be required following completion to enable the KLK and MP Evans businesses to be integrated. KLK has not had any discussions with MP Evans regarding the integration of the businesses of KLK and MP Evans and therefore KLK has not made any decisions about how such integration should be carried out. Following the completion of the Increased Offer, KLK intends to carry out a review of the business and operations of MP Evans in order to determine the best way to integrate the businesses of KLK and MP Evans. It is anticipated that, as part of the integration review, KLK will enter into discussions with the executive management of MP Evans regarding their potential continuing involvement and career progression within the enlarged group.
There are no agreements or arrangements between KLK and the executive management of MP Evans and, in particular, no discussions have taken place in relation to the terms of any management incentivisation agreements. In addition, KLK's integration review may also lead to the identification of overlapping managerial and other functions and other potential synergies which may lead to potential headcount reductions. Finalisation of the integration plan will be subject to engagement with appropriate stakeholders, including employee representative bodies and unions.
7. KLK's current trading and prospects
An extract from KLK's Interim Financial Report for the third quarter ended 30 June 2016 is set out below:
"The current palm oil prices remain resilient on account of low stock levels due to the drought hit production. With the anticipated recovery of FFB crop production in the coming months, production cost may decline. Taking these factors into consideration, the plantations profit is expected to be satisfactory for the current financial year.
The oleochemical business continues to be challenging under difficult market conditions with margins being pressured especially those CPKO-based products. Notwithstanding this, the oleochemical division anticipates to achieve favourable results on account of additional capacities from plants expansion coming fully on-stream together with operational efficiency and productivity improvement.
Without accounting for the surplus on sale of plantation land realised in the 1st quarter, the Group expects a satisfactory profit for the current financial year 2016."
Since the announcement of its results for the third quarter ended 30 June 2016, KLK has continued to trade materially in line with expectations.
8. Financing of the Increased Offer
Full acceptance of the Increased Offer will result in the payment by KLKI of approximately £415.4 million in cash to MP Evans Shareholders (and participants in the MP Evans Share Schemes). The cash consideration payable to MP Evans Shareholders (and participants in the MP Evans Share Schemes) will be satisfied through a combination of drawdown under an amended acquisition loan facility provided by The Hongkong and Shanghai Banking Corporation Limited to which KLKI (as borrower) and KLK (as guarantor) are parties (the "Acquisition Facility Agreement") and KLK's internal cash resources.
HSBC, as financial adviser to KLK and KLKI, is satisfied that sufficient cash resources are available to KLKI to satisfy in full the cash consideration payable to MP Evans Shareholders (and participants in the MP Evans Share Schemes) in the event of full acceptance of the Increased Offer.
9. Structure of the Increased Offer
9.1 Terms and conditions
The Increased Offer is solely conditional upon valid acceptances being received in respect of MP Evans Shares which, together with any MP Evans Shares acquired, or agreed to be acquired, by KLKI and/or any other wholly-owned subsidiary or wholly-owned subsidiaries of KLK (whether pursuant to the Increased Offer or otherwise) carry, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of MP Evans.
Accordingly, MP Evans Shareholders should note that the Increased Offer will succeed if KLKI acquires, or agrees to acquire, control of more than 50 per cent. of the voting rights attaching to the MP Evans Shares, pursuant to acceptances of the Increased Offer or otherwise, and MP Evans Shareholders will receive the Increased Offer Consideration in respect of any MP Evans Shares assented to the Increased Offer.
Subject to the satisfaction of the Condition, it is expected that completion of the Increased Offer will occur at or around the end of 2016/early 2017.
9.2 Takeover offer
It is intended that the Increased Offer be implemented by means of a takeover offer under the Code. KLKI reserves the right, subject to the consent of the Panel, to effect the Increased Offer by way of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Increased Offer.
9.3 Publication of Offer Document
The Offer Document, containing further information about the Increased Offer, will be published, other than with the consent of the Takeover Panel, by 22 November 2016 and will be made available on KLK's website at http://www.klk.com.my/investor-relations/mpevans.
9.4 Compulsory acquisition and cancellation of admission to trading
If KLKI acquires, or agrees to acquire, control of more than 50 per cent. of the voting rights attaching to the MP Evans Shares, pursuant to acceptances of the Increased Offer or otherwise (but less than 75 per cent. of the voting rights), then it intends to maintain the admission to trading on AIM of the MP Evans Shares.
If the Increased Offer becomes, or is declared, unconditional in all respects and KLKI receives valid acceptances under the Increased Offer in respect of MP Evans Shares which, together with any MP Evans Shares acquired, or agreed to be acquired, before or during the Increased Offer by KLKI and/or any other members of the KLK Group, represent not less than 75 per cent. of the voting rights attaching to the MP Evans Shares, KLKI may procure that MP Evans will make an application for the cancellation of the admission to trading on AIM of the MP Evans Shares.
In such event, any such cancellation would be expected to take effect no earlier than 20 Business Days after the date on which KLKI has, by virtue of its (or any other member of the KLK Group's) shareholdings and acceptances of the Increased Offer, acquired, or agreed to acquire, 75 per cent. of the voting rights attaching to the MP Evans Shares. KLKI will notify MP Evans Shareholders when the necessary 75 per cent. threshold has been reached and confirm that the notice period has commenced and the anticipated date of cancellation.
If KLKI does not receive sufficient acceptances in respect of, or acquire, MP Evans Shares that give it a 75 per cent. shareholding in MP Evans, its intention is to maintain MP Evans admission to trading on AIM.
In the event that cancellation of admission to trading does occur, it is likely to reduce significantly the liquidity and marketability of any MP Evans Shares in respect of which the Increased Offer has not at such time been accepted.
If the Increased Offer becomes, or is declared, unconditional in all respects and KLKI receives valid acceptances under the Increased Offer in respect of, and/or otherwise acquires, not less than 90 per cent. of the MP Evans Shares by nominal value and voting rights attaching to such shares to which the Increased Offer relates, KLKI may apply the provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily any outstanding MP Evans Shares to which the Increased Offer relates not acquired, or agreed to be acquired, pursuant to the Increased Offer or otherwise.
If cancellation of admission to trading on AIM does occur, then MP Evans may also be re-registered as a private limited company in due course.
For the avoidance of doubt, no decision has been taken by KLKI in respect of procuring the cancellation of admission to trading on AIM of the MP Evans Shares or applying the provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 to compulsorily acquire any outstanding MP Evans Shares.
10. Disclosure of interests in MP Evans Shares
As at 14 November 2016, being the last Business Day prior to the date of this announcement, none of KLKI nor any KLKI Director nor any other member of the KLK Group nor any person acting, or deemed to be acting, in concert with KLKI:
Furthermore, no arrangement exists between KLKI, any other member of the KLK Group or MP Evans or a person acting in concert with KLKI or MP Evans in relation to MP Evans Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to MP Evans Shares which may be an inducement to deal or refrain from dealing in such securities.
11. MP Evans Share Schemes
The Increased Offer extends to any MP Evans Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) while the Increased Offer remains open for acceptance, including any such shares unconditionally allotted or issued pursuant to the exercise of options and/or awards under the MP Evans Share Schemes. Appropriate proposals will be made to participants in the MP Evans Share Schemes and such persons will be sent separate letters in due course explaining the effect of the Increased Offer on their options/awards and setting out the proposals being made in respect of their outstanding options/awards in connection with the Increased Offer.
12. Effects of the Increased Offer
The Increased Offer will not have any effect on KLK's share capital nor the shareholdings of KLK's substantial shareholders.
On the assumption that KLKI receives valid acceptances in respect of, or otherwise acquires, all MP Evans Shares, the effect of the Increased Offer on the net assets, earnings, gearing, gearing ratio and net gearing ratio of the KLK Group for the financial year ending 30 September 2017 will be as follows:
13. Documents available on website
Copies of the following documents will be published by no later than 12 noon (London time) on the Business Day following the date of this announcement on KLK's website at http://www.klk.com.my/investor-relations/mpevans and will be made available until the end of the Offer Period:
· a copy of this announcement; and
· the Acquisition Facility Agreement (and the amendment letter to the Acquisition Facility Agreement dated 15 November 2016).
14. General
This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.
Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this announcement.
The Increased Offer will be subject to the Condition and further terms set out in Appendix 1 to this announcement and to the full terms and condition which will be set out in the Offer Document. Appendix 2 contains the bases and sources of certain information used in this summary and this announcement. Appendix 3 contains definitions of certain terms used in this summary and this announcement.
Enquiries:
KLK |
|
David Chong Teh Kwan Wey Yap Miow Kien
|
+603 7809 8962 +603 7809 8965 +605 240 8052 |
HSBC Bank plc |
|
Oliver Smith Rajeev Sahney Alex Thomas Nick Donald |
+44 20 7991 8888 |
|
|
Important notice relating to financial adviser
HSBC Bank plc ("HSBC") is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom and is acting exclusively for KLK and KLKI and no one else in connection with the Increased Offer and other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Increased Offer or any other matters referred to in this announcement and is not, and will not be, responsible to anyone other than KLK and KLKI for providing the protections afforded to its clients or for providing advice in relation to the Increased Offer, the contents of this announcement or any transaction or arrangement referred to in this announcement.
Further information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Increased Offer or otherwise. The Increased Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Increased Offer, including details of how the Increased Offer may be accepted. Any response to the Increased Offer should be made only on the basis of information contained in the Offer Document. MP Evans Shareholders are advised to read the formal documentation in relation to the Increased Offer carefully once it has been despatched.
This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange 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 and regulations of any jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of MP Evans Shareholders who are not resident in the United Kingdom to participate in the Increased Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or MP Evans Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document.
The Increased Offer will not be made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the Increased Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
Notice to US holders of MP Evans Shares
The Increased Offer, if required to be made in the United States, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. Accordingly, the Increased Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The Increased Offer is being made for the securities of an English company quoted on AIM, a market of the London Stock Exchange. The Increased Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on the KLK Group and MP Evans included in this announcement has been prepared in accordance with generally accepted accounting principles in Malaysia and IFRS, respectively, thus neither may be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The receipt of cash pursuant to the Increased Offer by a US holder of MP Evans Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each MP Evans Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Increased Offer. Furthermore, the payment and settlement procedure with respect to the Increased Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
The Increased Offer, if required to be made in the United States, will be made in the United States by KLKI and no one else.
It may be difficult for US holders of MP Evans Shares to enforce their rights and any claim arising out of US federal securities laws since KLKI and KLK are incorporated under the laws of the Cayman Islands and Malaysia, respectively, and MP Evans is incorporated under the laws of England and Wales and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of KLKI, KLK and MP Evans are located outside the United States. US holders of MP Evans Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934 (as amended) (the "Exchange Act"), or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Increased Offer, passed upon the merits or fairness of the Increased Offer or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and subject to Rule 14e-5(b) under the Exchange Act, KLK, KLKI or its or their nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in MP Evans, other than pursuant to the Increased Offer, at any time prior to completion of the Increased Offer becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, to the extent applicable. No purchases will be made outside of the Increased Offer in the United States by or on behalf of KLK and/or KLKI. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, HSBC and its affiliates will continue to act as exempt principal traders in MP Evans Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
Forward-looking statements
This announcement contains certain forward looking statements with respect to the financial condition, results of operations and business of MP Evans, the MP Evans Group and certain plans and objectives of the boards of directors of MP Evans, 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 MP Evans, 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. MP Evans, KLK and KLKI assume no obligation to update or correct the information contained in this announcement.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for KLK or MP Evans, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for KLK or MP Evans, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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.
Information relating to MP Evans Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by MP Evans Shareholders, persons with information rights and other relevant persons for the receipt of communications from MP Evans may be provided to KLKI during the Offer Period as required under Section 4 of Appendix 4 to the Code.
Publication on website
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on KLK's website at http://www.klk.com.my/investor-relations/mpevans promptly and by no later than 12 noon (London time) on 16 November 2016. For the avoidance of doubt, the contents of that website are not incorporated, and do not form part of, this announcement.
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting HSBC on +44 20 7991 8888. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Increased Offer should be in hard copy form.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
APPENDIX 1
CONDITION AND FURTHER TERMS OF THE INCREASED OFFER
PART 1
CONDITION TO THE INCREASED OFFER
The Increased Offer will be made on the terms and subject to the condition set out in this Appendix and in the Offer Document and the Form of Acceptance.
Acceptance Condition
The Increased Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date of the Increased Offer (or such later time(s) and/or date(s) as KLKI may, with the consent of the Panel or in accordance with the Code, decide) in respect of MP Evans Shares which, together with all other MP Evans Shares acquired, or agreed to be acquired, by KLKI and/or any other wholly-owned subsidiary or wholly-owned subsidiaries of KLK (whether pursuant to the Increased Offer or otherwise), carry, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of MP Evans. For the purposes of this Condition, MP Evans Shares which have been unconditionally allotted but not issued before the Increased Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on issue.
PART 2
CERTAIN FURTHER TERMS OF THE INCREASED OFFER
At such time as the Condition in Part 1 has been satisfied, KLKI will declare the Increased Offer unconditional in all respects.
The MP Evans Shares will be acquired by KLKI or any other member of the KLK Group fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights attaching to them as at 25 October 2016 (being the date of KLK's announcement in respect of its Initial Offer) or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after 25 October 2016 (save for the Interim Dividend). Accordingly, save for the Interim Dividend, insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by MP Evans in respect of an MP Evans Share on or after 25 October 2016, KLKI reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the price payable under the Increased Offer in respect of a MP Evans Share, except insofar as the MP Evans Share is or will be transferred pursuant to the Increased Offer on a basis which entitles KLKI alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the Increased Offer Consideration is paid in respect of that MP Evans Share, will be obliged to account to KLKI for the amount of such dividend and/or distribution and/or return of capital.
The Increased Offer will lapse if, before the First Closing Date or the date on which the Increased Offer becomes, or is declared, unconditional as to acceptances (whichever is the later), the European Commission initiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or there is a Phase 2 CMA reference following a referral to a competent authority of the United Kingdom under Article 9(3)(b) of that regulation or there is a Phase 2 CMA reference with respect to any matter arising from or relating to the Increased Offer. If the Increased Offer does so lapse, not only will the Increased Offer cease to be capable of further acceptance but also MP Evans Shareholders and KLKI will thereafter cease to be bound by prior acceptances.
KLKI reserves the right, subject to the prior consent of the Panel, to implement the Increased Offer by way of a Scheme. In such event, the Increased Offer will be implemented on the same terms, so far as applicable, as those which would apply under a contractual offer, subject to appropriate amendments to reflect the change in method of effecting the Increased Offer. In particular, the Condition contained in Part 1 will not apply and the Scheme will become effective and binding following:
· approval at the Court Meeting by a majority in number, representing 75 per cent. in value, present and voting, either in person or by proxy, of the holders of the Scheme Shares (or the relevant class or classes thereof);
· the resolution(s) required to approve and implement the Scheme and to be set out in the notice of General Meeting to the holders of MP Evans Shares being passed by the requisite majorities at such General Meeting; and
· sanction of the Scheme by the Court (with or without modification on terms reasonably acceptable to KLKI) and a copy of the order of the Court sanctioning the Scheme being delivered to the Registrar of Companies in England and Wales.
The Increased Offer will be governed by the laws of England and Wales and will be subject to the jurisdiction of the Courts of England and Wales and to the Condition and further terms set out in this announcement and to be set out in the Offer Document. The Increased Offer will be subject to the applicable requirements of the FCA, FSMA, the London Stock Exchange and the Code. This announcement does not constitute, or form part of, an offer or invitation to purchase MP Evans Shares or any other securities.
The ability to effect the Increased Offer in respect of persons resident in certain jurisdictions may be affected by the laws of those jurisdictions. Before taking any action in relation to the Increased Offer, holders of MP Evans Shares should inform themselves about and observe any applicable requirements.
Unless otherwise determined by KLKI or required by the Code and permitted by applicable law and regulation:
• the Increased Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national state or other securities exchange of any Restricted Jurisdiction and no person may vote using any such use, means, instrumentality or facility or from within any Restricted Jurisdiction; and
• this announcement should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.
APPENDIX 2
GENERAL SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:
· Unless otherwise stated, the financial information relating to the KLK Group is extracted (without material adjustment) from the audited consolidated financial statements of the KLK Group for the relevant financial years or from the unaudited quarterly condensed consolidated financial statements of KLK for the relevant financial periods, prepared in accordance with generally accepted accounting principles applicable in Malaysia.
· Unless otherwise stated, the financial information relating to MP Evans is extracted (without material adjustment) from the audited consolidated financial statements of MP Evans for the relevant financial years or from the unaudited interim condensed consolidated financial statements of MP Evans for the relevant financial periods, prepared in accordance with IFRS.
· Any references to the value of the Increased Offer for the entire issued and to be issued ordinary share capital of MP Evans are to 56,134,719 MP Evans Shares based on:
o the number of MP Evans Shares currently in issue being 55,739,719; and
o the number of MP Evans Shares subject to outstanding options and/or awards granted under the MP Evans Share Schemes being 395,000,
in each case, such numbers being based on information publicly available to KLKI as at the date of this announcement.
· Any references to the availability to KLKI of the necessary resources to implement the Increased Offer in full also assume that there are currently options and/or awards outstanding in respect of 395,000 unissued MP Evans Shares (excluding options and/or awards whose exercise price is above the Increased Offer Consideration or where the relevant performance criteria have not been met), such number being based on information publicly available to KLKI as at the date of this announcement.
· Any references to the existing issued share capital of MP Evans are based on 55,739,719 MP Evans Shares in issue as at 14 November 2016 (being the last Business Day prior to the date of this announcement), such number being based on information publicly available to KLKI as at the date of this announcement.
· All prices quoted for MP Evans Shares have been derived from Factset and represent the closing middle market prices of MP Evans Shares on the relevant dates.
· Foreign exchange rates as at any applicable date are taken from Factset.
· Figures stated are subject to rounding and approximations.
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this announcement, unless the context otherwise requires:
"Accounting Date" |
31 December 2015 |
"Acquisition" |
the acquisition of the entire issued, and to be issued, share capital of MP Evans to be effected pursuant to the Increased Offer or, if KLKI so elects and the Panel agrees, by way of a scheme of arrangement of MP Evans under Part 26 of the Companies Act 2006 |
"Acquisition Facility Agreement" |
has the meaning given to it paragraph 8 of this announcement |
"Business Day" |
a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London |
"Closing Price" |
the closing middle market quotation of a MP Evans Share as derived from Factset |
"CMA" |
the Competition and Markets Authority |
"Code" or "City 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 |
"Condition" |
the condition to the Increased Offer which is set out in Part 1 of Appendix 1 to this announcement |
"Court" |
the High Court of Justice in England and Wales |
"Court Meeting" |
a Court-convened MP Evans Shareholder meeting to approve the Scheme |
"Dealing Disclosure" |
a dealing disclosure made in accordance with Rule 8 of the Code |
"Enlarged Group" |
the KLK Group following completion of the Acquisition (which will include the MP Evans Group) |
"FCA" |
the Financial Conduct Authority |
"First Closing Date" |
the date which is expected to be 21 days after the date of posting of the Offer Document |
"FSMA" |
the Financial Services and Markets Act 2000 (as amended) |
"Form of Acceptance" |
the form of acceptance and authority relating to the Increased Offer for use by MP Evans Shareholders holding their MP Evans Shares in certificated form which will accompany the Offer Document |
"General Meeting" |
a general meeting of MP Evans Shareholders to pass the Resolutions |
"HSBC" |
HSBC Bank plc |
"IFRS" |
international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union |
"Increased Offer" |
the increased final1 cash offer to be made by KLKI to acquire the entire issued and to be issued share capital of MP Evans on the terms and subject to the Condition set out in this announcement and to be set out in the Offer Document and (in respect of MP Evans Shares held in certificated form) in the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal thereof |
"Increased Offer Consideration" |
740 pence per MP Evans Share |
"Initial Offer" |
the cash offer at 640 pence per share for MP Evans by KLKI to acquire the entire issued and to be issued share capital of MP Evans announced on 25 October 2016 |
"Interim Dividend" |
the interim dividend of 2.25 pence per MP Evans Share announced by MP Evans on 12 September 2016 for the six month period ended 30 June 2016 and which was paid on 4 November 2016 to MP Evans Shareholders on the register as at the close of business on 21 October 2016 |
"KLK" |
Kuala Lumpur Kepong Berhad, whose registered office is at Wisma Taiko, 1, Jalan S.P. Seenivasagam, 30000 Ipoh, Perak Darul Ridzuan, Malaysia and the ultimate parent company of the KLK Group |
"KLK Board" or "KLK Directors" |
the board of directors of KLK |
"KLK Group" |
KLK, its subsidiaries and subsidiary undertakings |
"KLKI" |
KL-Kepong International Ltd, whose registered office is at c/o Genesis Trust & Corporate Services Ltd., P.O. Box 448 GT, 2nd Floor, Midtown Plaza, Elgin Court, Elgin Avenue, George Town, Grand Cayman, KY1-1106, Cayman Islands, an indirect wholly-owned subsidiary of KLK |
"KLKI Board" or "KLKI Directors" |
the board of directors of KLKI |
"Letters of Intent" |
the letters of intent from certain MP Evans Shareholders referred to in MP Evans' announcement of 26 October 2016 |
"London Stock Exchange" |
London Stock Exchange plc |
"MP Evans" |
M.P. Evans Group PLC, a public limited company incorporated in England and Wales with registered number 1555042 |
"MP Evans Board" or "MP Evans Directors" |
the board of directors of MP Evans |
"MP Evans Group" |
MP Evans, its subsidiaries and subsidiary undertakings |
"MP Evans Share Schemes" |
any rights in respect of MP Evans Shares which have been granted to the holders of such rights by MP Evans or any other person |
"MP Evans Shareholders" |
the holders of MP Evans Shares |
"MP Evans Shares" |
the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each of MP Evans and any further such shares which are unconditionally allotted or issued fully paid, or credited as fully paid, before the date on which the Increased Offer closes (or such earlier date as KLKI may, subject to the Code, decide, not being earlier than (a) the date on which the Increased Offer becomes or is declared unconditional as to acceptances or (b), if later, the First Closing Date) |
"Offer Document" |
the document to be sent to MP Evans Shareholders containing the terms and Conditions applicable to the Increased Offer |
"Offer Period" |
the period commencing on 25 October 2016 until whichever of the following dates shall be the later (a) 1.00 p.m. on the First Closing Date; and (b) the date on which the Increased Offer lapses or is withdrawn; and (c) the date on which the Increased Offer becomes, or is declared, unconditional as to acceptances |
"Opening Position Disclosure" |
an opening position disclosure made in accordance with Rule 8 of the Code |
"Panel" or "Takeover Panel" |
the Panel on Takeovers and Mergers |
"PRA" |
the UK Prudential Regulatory Authority |
"Regulatory Information Service" |
a Regulatory Information Service that is approved by the FCA and is on the list maintained by the FCA in LR App 3 to the Listing Rules |
"relevant securities" |
as the context requires: (a) MP Evans Shares and other securities of MP Evans carrying voting rights; (ii) equity share capital of MP Evans or, as the context requires, KLK; and (iii) securities of MP Evans or, as the context requires, of KLK carrying conversion or subscription rights into the foregoing |
"Resolutions" |
certain resolutions necessary and/or desirable to be passed by MP Evans Shareholders in connection with the implementation of the Scheme |
"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 Increased Offer is sent or made available to MP Evans Shareholders in that jurisdiction |
"Scheme" |
a scheme of arrangement under Part 26 of the Companies Act 2006 |
"Scheme Document" |
a circular to be issued to MP Evans Shareholders in connection with a Scheme in order to convene the Court Meeting and the General Meeting |
"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" or "US" |
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 |
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For the purposes of this announcement:
a) "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given by the Companies Act 2006;
b) references to time in this announcement are to London time unless otherwise stated;
c) references to "£" or "pounds sterling" 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 Kingdom and Malaysia, respectively;
d) references to a gender include the other genders; and
e) references to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.
1 The Increased Offer is final and is not capable of being increased, save that KLKI reserves the right to increase the price per MP Evans Share payable pursuant to the terms of the Increased 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 of MP Evans.