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
26 October 2016
M.P. Evans Group PLC ("M.P. Evans" or "the Company")
Rejection of unsolicited offer by Kuala Lumpur Kepong Berhad ("KLK") and statement of shareholder support
Introduction
Further to the Company's announcement yesterday rejecting the unsolicited offer by KLK to acquire the entire issued and to be issued share capital of the Company at a price of 640 pence per share (the "Offer"), the Board of Directors of M.P. Evans (the "Board") has met again to discuss the Offer.
The Board, having considered the Offer together with its financial adviser Rothschild, has no hesitation in unanimously concluding that the Offer is wholly inadequate and very substantially undervalues the Company, its unique position and its future growth potential.
The Board is pleased to announce that it has received the immediate and unequivocal support of shareholders representing in aggregate 54.72 per cent. of the issued share capital of the Company (as detailed below). On the basis of these letters of intent to reject the Offer which have been received from shareholders holding a majority of the shares in the Company, the Offer cannot succeed and will fail.
Majority shareholder support for the Board's rejection of the Offer
The following shareholders have all confirmed their support for the Board's rejection of the Offer and their intention not to accept the Offer:
- Aberdeen Asset Management, holding 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;
- Fidelity Investment International, having discretionary management control over 5,464,284 shares, representing 9.80 per cent. of the issued share capital of the Company;
- members of the Hadsley-Chaplin family, holding in aggregate 5,209,098 shares, representing 9.35 per cent. of the issued share capital of the Company;
- J.P. Morgan Asset Management (UK) Limited, having discretionary management control over 2,819,546 shares, representing 5.06 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; 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 Offer set out above, the directors of M.P. Evans do not intend to accept the 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 54.72 per cent. of the issued share capital of the Company have confirmed their intention not to accept the Offer and their support for the Board's rejection of the Offer.
M.P. Evans' unique position and future growth potential
The Board believes 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 Offer does not reflect the substantial combined value of the majority-owned estates, plantation joint ventures, 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.
Conclusion
M.P. Evans Chairman, Peter Hadsley-Chaplin, said:
"This is a highly opportunistic and wholly inadequate offer. Shareholders holding a majority of the Company's share capital have already, within 24 hours of the offer's announcement, confirmed their intention to reject the offer, supporting the Board's position. The offer therefore cannot succeed and will fail.
The offer reflects neither the existing value of the Group's plantations nor the future value from its clearly defined strategy substantially to increase its planted hectarage. This strategy remains firmly on track. The Group's proven record for operational excellence underpins the Board's confidence in executing this strategy successfully and delivering significant long-term value. Shareholders' best interests are served by rejecting this offer."
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. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.