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

25 October 2016

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

Following discussions with the Board of MP Evans, the board of directors of KLK, through its wholly-owned subsidiary, KLKI, announces the terms of a cash offer for MP Evans by KLKI to acquire the entire issued and to be issued share capital of MP Evans (the "Offer"). It is intended that the 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 Offer

Under the terms of the Offer, which will be subject to the Conditions 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                               640 pence per share in cash

 

(the "Offer Consideration").

 

In addition, MP Evans Shareholders whose names are on the register as at the close of business on 21 October 2016 will continue to be entitled to receive 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 is to be paid on or after 4 November 2016 (the "Interim Dividend").

Therefore, MP Evans Shareholders will receive through the Offer Consideration and the Interim Dividend, in total 642.25 pence per MP Evans Share (the "Offer Value"), valuing the entire issued and to be issued share capital of MP Evans at approximately £360.5 million.

The Offer Value represents a premium of approximately:

·      51 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.

 

·      54 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;

 

·      57 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;

 

·      51 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;

 

·      67 per cent to the implied equity value of MP Evans of £182.2 million, based on 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, adjusted for net debt of £5.4 million at MP Evans, as reported in its interim results for the half year period ended 30 June 2016, and the additional cash receipt on 21 July 2016 of £62.5 million arising from the disposal of its NAPCo business (less the associated special dividend of five pence per MP Evans Share paid on 17 August 2016), both of which KLKI expects to acquire on a pound-for-pound basis; and

 

The Offer Consideration values the entire issued and to be issued share capital of MP Evans at approximately £359.3 million.

3.           Background to, and reasons for, the Offer

KLK believes 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.

The Chief Executive Officer of KLK has in recent weeks held exploratory discussions with the Chairman of MP Evans which were followed on 11 October 2016 by a proposal in writing to the Board of MP Evans in respect of an indicative offer of 640 pence per MP Evans Share, plus the Interim Dividend of 2.25 pence per MP Evans Share. On 13 October 2016, this proposal was also rejected by the Board of MP Evans. Nevertheless, the Board of KLK believes that MP Evans Shareholders should now have the opportunity to decide on the merits of its Offer.

KLK believes its all-cash Offer is highly attractive for MP Evans Shareholders, representing a compelling value proposition with a high degree of certainty at a substantial premium to the current share price providing an opportunity to realise in full the value of their investment in the context of the low liquidity in the trading of MP Evans Shares.

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, 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 24 October 2016 (being the last Business Day prior to the date of this announcement), had a market capitalisation of approximately RM 25.9 billion (approximately £5.1 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 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 Offer

Full acceptance of the Offer will result in the payment by KLKI of approximately £359.3 million in cash to MP Evans Shareholders (and participants in the MP Evans Share Schemes) (which, for the avoidance of doubt, does not include the Interim Dividend which is payable by MP Evans). The cash consideration payable to MP Evans Shareholders (and participants in the MP Evans Share Schemes) will be satisfied through drawdown under an 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").

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 Offer (which, for the avoidance of doubt, does not include the Interim Dividend which is payable by MP Evans).

9.           Structure of the Offer

9.1         Terms and conditions

The Offer is conditional upon, amongst other things, valid acceptances being received in respect of MP Evans Shares which, together with any MP Evans Shares acquired by KLKI and/or KLK or any other member of the KLK Group (whether pursuant to the 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. Appendix 1 to this announcement sets out the Conditions and further terms to which the Offer will be subject. The Offer does not require the approval of KLK's shareholders.

The Offer can only become effective if all Conditions to the Offer have been satisfied or, where applicable, waived. Subject to the satisfaction or, where applicable, waiver of the Conditions, it is expected that completion of the Offer will occur at or around the end of 2016/early 2017.

9.2         Takeover offer

It is intended that the 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 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 Offer.

9.3         Publication of Offer Document

It is expected that the Offer Document will be posted to MP Evans Shareholders as soon as reasonably practicable and, in any event, within 28 days of this announcement.

9.4         Compulsory acquisition and cancellation of admission to trading

If the Offer becomes, or is declared, unconditional in all respects and KLKI receives valid acceptances under the Offer in respect of MP Evans Shares which, together with any MP Evans Shares acquired, or agreed to be acquired, before or during the 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 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 Offer has not at such time been accepted.

If the Offer becomes, or is declared, unconditional in all respects and KLKI receives valid acceptances under the 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 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 Offer relates not acquired, or agreed to be acquired, pursuant to the 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.         Interim Dividend

Holders of MP Evans Shares whose names are on the register on 21 October 2016 shall be entitled to receive the Interim Dividend without any reduction in the Offer Consideration payable under the terms of the Offer. The Interim Dividend will be paid on or after 4 November 2016.

If any dividend or other distribution is authorised, declared, made or paid in respect of MP Evans Shares on or after the date of this announcement and prior to closing of the Offer other than the Interim Dividend, or in excess of the Interim Dividend, the Offer Consideration shall be reduced by the amount of such dividend or other distribution or by the excess above the Interim Dividend.

11.         Disclosure of interests in MP Evans Shares

As at 24 October 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, so far as the KLKI Directors are aware, any person acting, or deemed to be acting, in concert with KLKI:

a)         had an interest in, or right to subscribe for, relevant securities of MP Evans;

b)         had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of MP Evans;

c)         had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant securities of MP Evans; or

d)         had borrowed or lent any MP Evans Shares. 

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.

 

12.         MP Evans Share Schemes

The Offer extends to any MP Evans Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) while the 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 Offer on their options/awards and setting out the proposals being made in respect of their outstanding options/awards in connection with the Offer.

13.         Effects of the Offer

The 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 Offer on the net assets, earnings, gearing and gearing ratio of the KLK Group for the financial year ending 30 September 2017 will be as follows:

a)         Net Assets - no material effect;

b)         Earnings - no material effect;

c)         Gearing - expected to increase from approximately RM4.6 billion to RM6.6 billion; and

d)         Gearing Ratio - expected to increase from 0.44 to 0.62.

 

14.         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.

 

15.         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 Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions 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 notices relating to financial advisers and corporate brokers

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 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 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 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 Offer or otherwise. The 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 Offer, including details of how the Offer may be accepted. Any response to the 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 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 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 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 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 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 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 Offer is being made for the securities of an English company quoted on AIM, a market of the London Stock Exchange. The 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 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 Offer. Furthermore, the payment and settlement procedure with respect to the 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 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 Offer, passed upon the merits or fairness of the 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 Offer, at any time prior to completion of the 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 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 26 October 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 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

CONDITIONS AND FURTHER TERMS OF THE OFFER

PART 1

CONDITIONS OF THE OFFER

The Offer will be made on the terms and conditions set out in this Appendix and in the Offer Document and the Form of Acceptance.

1.         Conditions to the Offer

The Offer will be subject to the following conditions:

Acceptance Condition

(a)          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 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 by KLKI and/or any other members of the KLK Group (whether pursuant to the 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 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;

Other third party clearances

(b)          no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body or association, institution or agency (including any trade agency) or any court or other body (including any professional or environmental body) or person in any jurisdiction (each a "Relevant Authority") having decided to take, institute or threaten any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or might reasonably be expected to:

(i)      make the acquisition or the proposed acquisition of MP Evans Shares, or control or management of MP Evans, by KLKI or any member of the Wider KLK Group void, unenforceable and/or illegal in any jurisdiction or, directly or indirectly, prevent, prohibit or otherwise restrict, delay or interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge or require amendment to the terms of, the Offer or the acquisition, or proposed acquisition, of any MP Evans Shares, or control or management of, MP Evans by KLKI or any  member  of  the  Wider KLK Group;

(ii)      require, prevent or delay the divestiture (or alter the terms of any proposed divestiture) by any member of the Wider KLK Group or the Wider MP Evans Group of all or any part of their respective businesses, assets or properties, or impose any limitation on their ability to conduct all or any part of their respective businesses and to own, control or manage all or any of their respective assets or properties;

(iii)     impose any limitation on, or result in any delay in, the ability of any member of the Wider KLK Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider MP Evans Group or on the ability of the Wider MP Evans Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the Wider MP Evans Group;

(iv)     require any member of the Wider KLK Group or of the Wider MP Evans Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider MP Evans Group or any member of the Wider KLK Group owned by a third party (other than in the implementation of the Offer) where such acquisition would be material in the context of the Wider KLK Group or the Wider MP Evans Group, taken as a whole;

(v)     require the divestiture by any member of the Wider KLK Group of any shares, securities or other interests in any member of the Wider MP Evans Group;

(vi)     impose any limitation on, or result in any delay in, the ability of any member of the Wider KLK Group or the Wider MP Evans Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider KLK Group and/or the Wider MP Evans Group;

(vii)    result in any member of the Wider KLK Group or the Wider MP Evans Group ceasing to be able to carry on business under any name under which it presently does so in any jurisdiction; or

(viii)   otherwise adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider KLK Group or the Wider MP Evans Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any MP Evans Shares or other securities in, or control or management of, MP Evans or otherwise intervene having expired, lapsed or been terminated;

(c)          all filings, applications and/or notifications which are necessary or reasonably considered appropriate by KLKI having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated or waived (as appropriate) and all applicable statutory or regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Offer and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, MP Evans or any member of the Wider MP Evans Group by any member of the Wider KLK Group or the carrying on by any member of the Wider MP Evans Group of its business;

(d)          all authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals which are necessary or reasonably considered appropriate by KLK in any jurisdiction for or in respect of the Offer and the proposed acquisition of MP Evans Shares, or control of MP Evans, by KLKI or any member of the Wider KLK Group being obtained on terms and in a form reasonably satisfactory to KLKI from appropriate Relevant Authorities, or from any persons or bodies with whom any member of the Wider KLK Group or the Wider MP Evans Group has entered into contractual arrangements or other business relationships, and such authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals, together with all authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals necessary or reasonably considered appropriate for any member of the Wider MP Evans Group to carry on its business, remaining in full force and effect and no intimation of  any intention to revoke, suspend, restrict or modify or not to renew any of the same having been made and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(e)          there being no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a court or other Relevant Authority which has the effect of making the Offer or any acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider MP Evans Group by any member of the Wider KLK Group or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction or otherwise, directly or indirectly, prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the consummation or the approval of the Offer or any matter arising from the proposed acquisition of any shares of other securities in, or control or management of, any member of the Wider MP Evans Group by any member of the Wider KLK Group;

MP Evans Shareholder resolution(s)

(f)           no resolution(s) of MP Evans Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at any meeting of MP Evans Shareholders other than in relation to the Offer or any Scheme and, other than with the consent or the agreement of KLKI, no member of the Wider MP Evans Group having taken (or agreed or proposed to take) any action that requires, or would require, the consent of the Takeover Panel or the approval of MP Evans Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Code;

Confirmation of absence of adverse circumstances

(g)          there being no provision of any authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument to which any member of the Wider MP Evans Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of the Offer or the acquisition or proposed acquisition by KLKI or any member of the Wider KLK Group of any MP Evans Shares, or change in the control or management of MP Evans or otherwise, would or might reasonably be expected to result in:

(i)      any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider MP Evans Group being or becoming repayable, or capable of being declared repayable, immediately or earlier than the stated maturity or repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)      the rights, liabilities, obligations, interests or business of any member of the Wider MP Evans Group under any such authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument or the rights, liabilities, obligations, interests or business of any member of the Wider MP Evans Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such rights, liabilities, obligations, interests or business) being, or becoming capable of being, terminated or adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder; 

(iii)     the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider MP Evans Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iv)     any assets, property or interest of, or any asset the use of which is enjoyed by, any member of the Wider MP Evans Group being, or falling to be, disposed of by, or ceasing to be available to, any member of the Wider MP Evans Group or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider MP Evans Group;

(v)     any member of the Wider MP Evans Group ceasing to be able to carry on business under any name under which it presently does so in any jurisdiction;

(vi)     the financial or trading or regulatory position or prospects or the value of any member of the Wider MP Evans Group being prejudiced or adversely affected;

(vii)    the creation, acceleration or assumption of any liabilities (actual, contingent or prospective) by any member of the Wider MP Evans Group;

(viii)   any requirement on any member of the Wider MP Evans Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent) in and/or any indebtedness of any member of the Wider MP Evans Group owned by any third party;

(ix)     any material liability of any member of the Wider MP Evans Group to make any severance, termination, bonus or other payment to any of its directors or other officers; and

(x)     no event having occurred which, under any provision of any such authorisation, agreement, arrangement, licence, permit, lease, franchise or other instrument to which any member of the Wider MP Evans Group is a party or by or to which any such member or any of its assets may be bound or be subject, could result in any of the events or circumstances as are referred to in this paragraph (g);

No material transactions, claims or changes in the conduct of the business of MP Evans:

(h)          no member of the Wider MP Evans Group has since 31 December 2015:

(i)      issued, agreed to issue, authorised or proposed the issue of, additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury (except, where relevant, as between MP Evans and its wholly-owned subsidiaries or between its wholly-owned subsidiaries and except in connection with the ongoing operation of the MP Evans Share Schemes (in accordance with their respective terms);

(ii)      recommended, declared, paid or made or proposed or resolved to recommend, declare, pay or make any bonus issue, dividend or other distribution, whether payable in cash or otherwise, other than a distribution to MP Evans or one of its wholly-owned subsidiaries;

(iii)     other than pursuant to the Offer, implemented or authorised any merger or demerger or (except for transactions between MP Evans and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;

(iv)     (except for transactions between MP Evans and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) entered into, or authorised, proposed or announced the entry into, any joint venture, asset or profit-sharing arrangement, partnership or merger of businesses or corporate entities;

(v)     (except for transactions between MP Evans and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) other than pursuant to the Offer, implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect;

(vi)     (except for transactions between MP Evans and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital;

(vii)    (except for transactions between MP Evans and its wholly-owned subsidiaries or between its wholly-owned subsidiaries) made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness or contingent liability;

(viii)   entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves, or might reasonably be expected to involve, an obligation of a material nature or magnitude which is restrictive on the business of any member of the Wider MP Evans Group;

(ix)     been unable or deemed unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(x)     commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise;

(xi)     (other than in respect of a subsidiary of MP Evans which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings started, served or threatened against it or any documents filed or faxed in court for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had notice given of the intention to appoint any of the foregoing to it;

(xii)    except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any material dispute, claim or counter-claim whether made or potential and whether by or against any member of the Wider MP Evans Group;

(xiii)   made any alteration or amendment to its constitutional documents;

(xiv)   entered into, or varied the terms of, or terminated or given notice of termination of, any service agreement or arrangement with any director or senior executive of the Wider MP Evans Group;

(xv)    proposed, agreed to provide, or agreed to modify the terms of, any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider MP Evans Group, other than in accordance with the terms of the Offer;

(xvi)   made or consented to any material change to the terms of the trust deeds constituting the pension scheme(s) established for its directors and/or employees and/or their dependants or to the contributions payable to any such pension scheme(s) or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to the trustees, other than in accordance with applicable law;

(xvii)  save as between MP Evans and its wholly-owned subsidiaries, granted any lease in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property; or

(xviii) entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or proposed or announced any intention to effect or propose, any of the transactions, matters or events referred to in this paragraph (h);

(i)           since 31 December 2015:

(i)      no adverse change or deterioration having occurred and no events, matters or circumstances having arisen which would or might reasonably be expected to result in any adverse change or deterioration in the business, assets, financial, trading or regulatory position or profits or prospects or operational performance or legal or regulatory position of any member of the Wider MP Evans Group;

(ii)      no litigation, arbitration proceedings, prosecution or other legal proceedings in any jurisdiction having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider MP Evans Group or to which any member of the Wider MP Evans Group is a party (whether as claimant or defendant or otherwise) and no enquiry or investigation by any Relevant Authority or other investigative body against or in respect of any member of the Wider MP Evans Group having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider MP Evans Group;

(iii)     no contingent or other liability having arisen or become apparent to KLKI outside the ordinary course of business which would or might reasonably be expected to adversely affect any member of the Wider MP Evans Group; or

(iv)     no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider MP Evans Group which is necessary for the proper carrying on of its business;

No discovery of certain matters regarding information and liabilities, corruption and intellectual property

(j)           KLKI not having discovered:

(i)      that any financial, business or other information concerning any member of the Wider MP Evans Group publicly disclosed prior to the date of this announcement at any time by any member of the Wider MP Evans Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which was not subsequently corrected before the date of this announcement by disclosure by, or on behalf of, the Wider MP Evans Group through the publication of an announcement via a Regulatory Information Service;

(ii)      that any member of the Wider MP Evans Group is subject to any liability, actual, contingent, prospective or otherwise, other than in the ordinary course of business; or

(iii)     any information which materially adversely affects the import of any information publicly disclosed at any time;

(k)          KLKI not having discovered that:

(i)      any past or present member of the Wider MP Evans Group has not complied in any material respect with all applicable legislation, regulations of any jurisdiction or any authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions, determinations, exemptions or approvals ("Authorisations") relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider MP Evans Group;

(ii)      there has been a disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider MP Evans Group;

(iii)     there is, or is reasonably likely to be, any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property or asset currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider MP Evans Group (or on its behalf), or in which any such member may have, or previously have had or be deemed to have had, an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Regulatory Authority in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto;

(iv)     circumstances exist (whether as a result of the Offer or otherwise) which would be reasonably likely to lead to any Regulatory Authority instituting (or whereby any member of the Wider MP Evans Group would be likely to be required to institute) an environmental, audit or take any steps which would, in any such case, be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider MP Evans Group (or on its behalf) or by any person for which a member of the Wider MP Evans Group is or has been responsible, or in which any such member may have, or previously have had or be deemed to have had, an interest;

(v)     any member of the Wider MP Evans Group is subject to any liability, actual or contingent and which has arisen otherwise than in the ordinary course of business, which is not disclosed in the annual report and accounts of MP Evans for the period ended 31 December 2015;

(vi)     circumstances exist whereby a person has, or class of persons have, or is reasonably likely to have, any legitimate claim or claims against any member of the Wider MP Evans Group in respect of any product or process, or materials used therein, now or previously manufactured, sold, supplied or carried out by any past or present member of the Wider MP Evans Group;

(vii)    any member of the Wider MP Evans Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation in any jurisdiction;

(viii)   any past or present member of the Wider MP Evans Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction;

(ix)     any asset of any member of the Wider MP Evans Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(x)     no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider MP Evans Group, which would have an adverse effect on the Wider MP Evans Group, including: (A) any member of the Wider MP Evans Group losing its title to any of its intellectual property, or any intellectual property owned by the Wider MP Evans Group being revoked, cancelled or declared invalid; (B) any claim being asserted or threatened by any person challenging the ownership of any member of the Wider MP Evans Group to, or the validity or effectiveness of, any of its intellectual property; or (C) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider MP Evans Group being terminated or varied.

PART 2

CERTAIN FURTHER TERMS OF THE OFFER

KLKI reserves the right (subject to the requirements of the Code and the Panel) to waive, in whole or in part, all or any of the Conditions in paragraphs (b) to (k) (inclusive) of Part 1 at its absolute discretion. The Conditions are inserted for the benefit of KLKI and no MP Evans Shareholder shall be entitled to waive any of the Conditions without the prior consent of KLKI.

KLKI shall be under no obligation to waive or treat as fulfilled any of the Conditions in paragraphs (b) to (k) (inclusive) of Part 1 by a date earlier than the latest date specified below for the fulfilment of them notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

At such time as the Condition in paragraph (a) of Part 1 has been satisfied, KLKI will declare the Offer unconditional in all respects unless it has at that time notified the Panel and MP Evans of some fact or circumstance which entitles (or might reasonably be expected with further investigation to entitle) it to declare the Offer to have lapsed in reliance on some other Condition.

The Offer will lapse unless all Conditions to the Offer are fulfilled or (if capable of waiver) waived or, where appropriate, determined by KLKI to have been or remain satisfied by midnight (London time) on the date which is 21 days after the later of the First Closing Date and the date on which the Offer becomes, or is declared, unconditional as to acceptances (or such later date (if any) as KLKI may, with the consent of the Panel or in accordance with the Code, decide).

If KLKI is required by the Panel to make a mandatory offer for MP Evans Shares under Rule 9 of the Code, KLKI may make such alterations to the above Conditions as are necessary to comply with the provisions of that Rule.

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 the date of this announcement 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 the date of this announcement (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 a MP Evans Share on or after the date of this announcement, 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 Offer in respect of a MP Evans Share, except insofar as the MP Evans Share is or will be transferred pursuant to the 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 Offer Price 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 Offer will lapse if, before the First Closing Date or the date on which the 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 Offer. If the Offer does so lapse, not only will the Offer cease to be capable of further acceptance but also MP Evans Shareholders and KLKI will thereafter cease to be bound by prior acceptances.

Save in respect of the Condition contained in paragraph (a) of Part 1, under Rule 13.5 of the Code, KLKI may not invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances that give rise to the right to invoke the Condition are of material significance to KLKI in the context of the Offer. The Condition contained in paragraph (a) of Part 1 is not subject to this provision of the Code.

KLKI reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a Scheme. In such event, the 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 Offer. In particular, the Condition contained in paragraph (a) of 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.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

The 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 Conditions and further terms set out in this announcement and to be set out in the Offer Document. The 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 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 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 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 KLK is extracted (without material adjustment) from the audited consolidated financial statements of KLK for the relevant financial years or from the unaudited interim 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 consolidated financial statements of MP Evans for the relevant financial periods, prepared in accordance with IFRS.

 

·      Any references to the value of the Offer for the entire issued and to be issued ordinary share capital of MP Evans are to 56,134,719 MP Evans Shares:

 

o  the number of MP Evans Shares currently in issue being 55,739,719;

 

o  the number of outstanding options and/or awards over MP Evans Shares under the MP Evans Share Schemes being 395,000; and

 

o  such numbers being based on the 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 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 Offer Price 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 24 October 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.