KLK: Kuala Lumpur Kepong Berhad: Offer for Equatorial Palm Oil plc

  KLK: Kuala Lumpur Kepong Berhad: Offer for Equatorial Palm Oil plc

UK Regulatory Announcement

LONDON

29 November 2013

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN
   WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
       CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION

                             Mandatory Cash Offer

                                      By

                   KL-Kepong International Limited (“KLKI”)

       a wholly owned subsidiary of Kuala Lumpur Kepong Berhad (“KLK”)

                                     for

                 the entire issued ordinary share capital of

                           Equatorial Palm Oil plc

                     (“Equatorial Palm Oil” or “Company”)

      other than shares already held by KL-Kepong International Limited

Summary

  *KLKI, a wholly owned subsidiary of Kuala Lumpur Kepong Berhad, has today
    completed its subscription for 153,817,648 EPO Shares at 5 pence per share
    as announced on 26 November 2013. Pursuant to this subscription, KLKI has
    a 54.8 per cent. shareholding in Equatorial Palm Oil and a Mandatory Cash
    Offer is required to be extended to all other EPO Shareholders to acquire
    the entire issued and to be issued share capital of Equatorial Palm Oil at
    5 pence per share.
  *The Offer at 5 pence per share represents:

  *a premium of 2.6 per cent. to the Closing Price of 4.875 pence per EPO
    Share on 15 October 2013 (being the last business day before the beginning
    of the Offer Period);
  *a premium of 55.8 per cent. to the average Closing Price of 3.210 pence
    per EPO Share for the one month period prior before the commencement of
    the Offer Period; and
  *a discount of 41.1 per cent to the average Closing Price of 8.484 pence
    per EPO Share for the one year period before the commencement of the Offer
    Period

  *The Offer values the whole of Equatorial Palm Oil’s issued share capital
    at approximately £17.7 million.
  *The EPO Directors believe that the Offer from KLKI, which is a mandatory
    requirement under the City Code, does not reflect the potential value of
    Equatorial Palm Oil and its interests when taking into account the
    potential value that the EPO Directors believe can be generated by
    Equatorial Palm Oil if the Company can fund and successfully develop the
    Liberian oil palm project, which has remained the Company’s objective. The
    EPO Directors do, however, believe that the Offer is worthy of
    consideration by all EPO Shareholders, as the Offer provides an
    opportunity to realise their investments in Equatorial Palm Oil for a
    certain cash amount in the near term. The EPO Directors further believe
    that there are certain key risks and uncertainties attached to remaining
    an EPO Shareholder, a selection of which can be found be found in
    paragraph 10 of this announcement, which should be considered by all EPO
    Shareholders in light of their personal circumstances.
  *Save for Mr. Jaoudi, the EPO Directors have confirmed that they do not
    intend to accept the Offer in respect of the 3,298,064 EPO Shares in which
    they are interested, in aggregate (details of which will be in the Offer
    Document). As at the date of this announcement, Mr. Jaoudi has not given a
    firm indication as to whether or not he will accept the Offer in respect
    of the 6,592,833 EPO Shares in which he is interested (details of which
    will be in the Offer Document) and is considering his position in light of
    his personal circumstances. The EPO Directors’ intentions as set out above
    relate only to the Offer Period which is expected to expire on the First
    Closing Date. In the event that the Offer Period is extended in accordance
    with paragraph 2 of this announcement, the EPO Directors will reconsider
    their circumstances and position in respect of participating in the Offer
    and will make an appropriate announcement to EPO Shareholders.
  *KLKI has received irrevocable undertakings from Blakeney Management and
    Adelise Services Limited in respect of the warrants held by them. Under
    the irrevocable undertakings each of the EPO Warrant Holders has
    undertaken that it will not exercise any rights under the Equatorial Palm
    Oil Warrants to subscribe for shares in the capital of the Company until:

(a) the date when KLKI receives valid acceptances over 7,378,016 EPO Shares
under the Offer; or

(b) the date when KLKI subscribes to an additional 15,057,175 ordinary shares
of £0.01 each or such number of additional ordinary shares in the Company that
will give KLKI a shareholding comprising no less than 51 per cent. of the
shares of the Company on a fully diluted basis; or

(c) the date falling 75 days following the date of the Offer.

  *As KLKI holds EPO shares carrying more than 50 per cent. of the voting
    rights in Equatorial Palm Oil, the Offer will not be subject to any
    minimum acceptance condition or any other conditions and will be
    unconditional in all respects at the time it is made. The Offer Document
    will be posted to shareholders as soon as practicable and, in any event,
    within 28 days of the date of this announcement.

This summary should be read in conjunction with the full text of the following
announcement. Appendix IV to the following announcement contains definitions
of certain terms used in this summary and the following announcement.

ENQUIRIES

For further information contact:

KLKI                                                                    
David Chong, Head of Corporate Finance             +60 3 7809 8988
                                                                             
Lincoln International LLP (Financial Adviser to KLKI)
Julian Tunnicliffe / Harry Kalmanowicz             +44 20 7022 9880
                                                                             
Equatorial Palm Oil Plc
Michael Frayne, Executive Chairman                 +44 (0) 20 7493 7671
                                                                             
Strand Hanson Limited (Nominated & Financial Adviser to Equatorial Palm
Oil)
James Harris / Andrew Emmott / Ritchie             +44 (0) 20 7409 3494
Balmer

Lincoln International LLP, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for KLKI and
KLK and no one else in connection with the Offer and will not be responsible
to any person other than KLKI or KLK for providing the protections afforded to
clients of Lincoln International LLP or for providing advice in relation to
the Offer or any matter referred to herein.

Strand Hanson Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Equatorial
Palm Oil and no one else in connection with the Offer and will not be
responsible to any person other than Equatorial Palm Oil for providing the
protections afforded to clients of Strand Hanson Limited or for providing
advice in relation to the Offer or any matter referred to herein.

IMPORTANT NOTICE

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document which KLKI intends to despatch shortly to EPO Shareholders and,
for information only, to holders of options under the Equatorial Palm Oil
Share Schemes and holders of warrants over EPO Shares under the Equatorial
Palm Oil Warrants.

This announcement has been prepared for the purposes of complying with English
Law 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 of jurisdictions outside the United Kingdom.

Overseas Shareholders

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the Offer Document.

The Offer referred to in this announcement will not be made, directly or
indirectly, in, into or by use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
nationals securities exchange of any Restricted Jurisdiction. This
announcement does not constitute an offer in any Restricted Jurisdiction and
the Offer will not be capable of acceptance by any such use, means,
instrumentally or facilities or otherwise from or within any Restricted
Jurisdiction. Accordingly this announcement is not being, and should not be,
mailed, transmitted or otherwise distributed, in whole or in part, in or into
or from any Restricted Jurisdiction.

EPO Shareholders (including, without limitation, nominees, trustee or
custodians) must not forward this announcement to any Restricted Jurisdiction.

The directors of KLKI and KLK accept responsibility for the information
contained in this announcement other than information for which the directors
of Equatorial Palm Oil accept responsibility. To the best of the knowledge and
belief of the directors of KLKI and KLK (who have taken all reasonable care to
ensure that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.

The EPO directors accept responsibility for the information contained in
paragraph 5– Information on Equatorial Palm Oil and paragraph 7 - Position of
the EPO Directors. To the best of the knowledge and belief of the directors of
Equatorial Palm Oil (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This announcement contains certain forward looking statements with respect to
the financial condition, results of operations and business of Equatorial Palm
Oil, Equatorial Palm Oil Group or Liberian Palm Development Limited and
certain plans and objectives of the boards of directors of Equatorial Palm
Oil, 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 Equatorial
Palm Oil, 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. Equatorial Palm Oil, KLK and KLKI
assume no obligation to update or correct the information contained in this
announcement.

                       DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of Equatorial Palm Oil must make an Opening
Position Disclosure following the commencement of the offer period. 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
Equatorial Palm Oil. 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. Relevant persons
who deal in the relevant securities of Equatorial Palm Oil 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 Equatorial Palm Oil must make a
Dealing Disclosure if the person deals in any relevant securities of
Equatorial Palm Oil. 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 Equatorial Palm Oil, 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 Equatorial Palm Oil, they will be deemed to be a single person
for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Equatorial Palm Oil and by
any offeror and Dealing Disclosures must also be made by Equatorial Palm Oil,
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 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

The defined terms used in this section “Opening Position and Dealing
Disclosure Requirements” are defined in the Code which can be found on the
Panel’s website.

Publication on Website

A copy of this document will be available free of charge on KLK’s website at
www.klk.com.my and on Equatorial Palm Oil’s website at www.epoil.co.uk by no
later than 12.00 pm on 2 December 2013.

You may request a hard copy of this announcement from Capita Registrars,
Corporate Actions in writing at The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU or by telephone on 0871 664 0321 from within the UK or, if
calling from outside the UK, on +44 20 8639 3399 between 9.00 am and 5.00 pm
(London time) Monday to Friday. Calls to the 0871 664 0321 number cost 10p
(ten pence) per minute (including VAT) plus your service provider's network
extras. Calls to the helpline from outside the UK will be charged at
applicable international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. If requested, hard copies will be provided
within two business days of such a request.

Rule 2.10 Requirements

In accordance with Rule 2.10 of the City Code, the current issued share
capital of Equatorial Palm Oil comprises 354,327,502 ordinary shares of 1
pence each (ISIN number GB00B2QBNL29)

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN
   WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
       CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION

                             Mandatory Cash Offer

                                      By

                   KL-Kepong International Limited (“KLKI”)

       a wholly owned subsidiary of Kuala Lumpur Kepong Berhad (“KLK”)

                                     for

                 the entire issued ordinary share capital of

                           Equatorial Palm Oil plc

                     (“Equatorial Palm Oil” or “Company”)

      other than shares already held by KL-Kepong International Limited

1. Introduction

KLKI, a wholly owned subsidiary of Kuala Lumpur Kepong Berhad, has today
completed its subscription for 153,817,648 EPO Shares at 5 pence per share
under the authority granted to the EPO Directors at Equatorial Palm Oil’s
Annual General Meeting held on 27 June 2013. Pursuant to this subscription,
KLKI has a 54.8 per cent. shareholding in Equatorial Palm Oil and a Mandatory
Cash Offer is required to be extended to all other EPO Shareholders to acquire
the entire issued and to be issued share capital of Equatorial Palm Oil at 5
pence per share.

The Offer at 5 pence per share represents a premium of 2.6 per cent. to the
Closing Price of 4.875 pence per EPO Share on 15 October 2013 (being the last
business day before the beginning of the Offer Period), a premium of 55.8 per
cent. to the average Closing Price of 3.210 pence per EPO Share for the one
month period prior before the commencement of the Offer Period and a discount
of 41.1 per cent to the average Closing Price of 8.484 pence per EPO Share for
the one year period before the commencement of the Offer Period.

The Offer values the whole of Equatorial Palm Oil’s issued share capital at
approximately £17.7 million.

2. The Offer

KLKI will offer to acquire, subject to certain further terms set out in
Appendix I, and to be set out in full in the formal Offer Document and also
(in respect of shares held in certificated form) in the Form of Acceptance,
the entire issued and to be issued share capital of Equatorial Palm Oil on the
following basis:

for each EPO Share 5 pence in cash

The Offer values the whole of Equatorial Palm Oil’s issued share capital at
approximately £17.7 million. The price per share offered represents a premium
of approximately 2.6 per cent. to the Closing Price of 4.875 pence per EPO
Share on 15 October 2013 (being the last business day before Equatorial Palm
Oil’s announcement that it was in discussions with KLK that may lead to an
offer) and a premium of approximately 55.8 per cent. to the average Closing
Price of 3.210 pence per EPO Share for the one month period prior before the
commencement of the Offer Period and a discount of 41.1 per cent to the
average Closing Price of 8.484 pence per EPO Share for the one year period
before the commencement of the Offer Period. However, the EPO Directors note
that during the three months prior to the commencement of the Offer Period
EPO’s share price fell sharply on the news that EPO’s former joint venture
partner had defaulted on their funding commitment but that the average closing
price since the announcement regarding funding discussions and a possible
offer by KLK on 16 October 2013 has been 5.562 pence. The offer price of 5
pence per share represents a discount of approximately 10.1 per cent to this
price. The Offer therefore values the entire issued share capital of the
Company at approximately £17.7 million.

EPO shares will be acquired by KLKI fully paid and free from all liens,
equities, charges, equitable interests, encumbrances, rights of pre-emption
and other third party rights and/or interests of any nature whatsoever and
together with all rights attaching to them, now or in the future, including
the right to receive and retain all dividends, interest and other
distributions paid or made after 29 November 2013.

The Offer will be unconditional as to acceptances from the time it is made,
and KLKI has determined that, unless, by virtue of its shareholdings and
acceptances of the Offer, it has acquired or agreed to acquire at least 75 per
cent. of the issued share capital of Equatorial Palm Oil by such time, the
Offer will not be extended beyond the First Closing Date and will close at
that time. If KLKI has, by virtue of its shareholdings and acceptances of the
Offer, acquired or agreed to acquire at least 75 per cent. of the issued share
capital of Equatorial Palm Oil by the First Closing Date, then KLKI will
extend the Offer for a further 21 days, but will then close the Offer at such
time.

3. Irrevocable undertakings by warrant holders

Each of Blakeney Management and Adelise Services Limited (together the “EPO
Warrant Holders”) hold such number of Equatorial Palm Oil Warrants as are set
out against their names in the table under Appendix III. Each of the EPO
Warrant Holders has issued irrevocable undertakings to KLK and KLKI in respect
of the warrants held by them. Under the irrevocable undertakings each of the
EPO Warrant Holders has undertaken that it will not exercise any rights under
the Equatorial Palm Oil Warrants to subscribe for shares in the capital of the
Company until:

(a) the date when KLKI receives valid acceptances over 7,378,016 EPO Shares
under the Offer; or

(b) the date when KLKI subscribes to an additional 15,057,175 ordinary shares
of £0.01 each or such number of additional ordinary shares in the Company that
will give KLKI a shareholding comprising no less than 51 per cent. of the
shares of the Company on a fully diluted basis; or

(c) the date falling 75 days following the date of the Offer.

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. Both oil palm plantations and rubber plantations have remained as
KLK’s core business activity. Through various strategic acquisitions, KLK
Group’s plantations land bank stand at 251,325 hectares (as at 30 September
2012) and this hectarage is spread across Malaysia (Peninsular Malaysia and
Sabah) and Indonesia (Belitung Island, Sumatra, central and east Kalimantan).
In 2012, KLK announced its maiden expansion into Papua New Guinea. Oil palm is
the primary plantation crop for KLK with 193,230 hectares planted with oil
palm, while 19,070 hectares has been planted with rubber as at 30 September
2012.

Since the 1990s, the KLK Group diversified into resource-based manufacturing
(predominantly oleochemicals) 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 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 is listed on the Main Market of Bursa Malaysia Securities Berhad since
1974. 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 2011 and 30 September 2012 and KLK’s unaudited interim accounts for
the quarters ended 31 December 2012, 31 March 2013 and 30 June 2013 are
available under www.klk.com.my and are incorporated by reference to the
website in accordance with the Code.

5. Information on Equatorial Palm Oil

Equatorial Palm Oil is a crude palm oil producer founded in 2005 which,
through its joint venture company Liberian Palm Developments Limited
(‘‘LPD’’), a company incorporated in Mauritius and its subsidiaries, has
50-year concessions to develop approximately 86,000 hectares in Liberia, West
Africa, of which 3,750 hectares are currently planted with oil palm.

Equatorial Palm Oil’s joint venture partner is KLK, which acquired 50 per
cent. of LPD from the previous partner, Biopalm, on 7 November 2013. In
addition, KLK provided a loan of US$2 million to LPD and Equatorial Palm Oil
agreed to transfer US$6 million of its loan to LPD to KLK for a consideration
of US$2 million. At the same time, Equatorial Palm Oil provided a loan of US$2
million to LPD. Accordingly, LPD has received US$4 million of new funds which
the Board of Equatorial Palm Oil believes will enable it to return to normal
operations.

Liberia remains politically stable under democratic rule and is a fast growing
investment destination for multinationals with growth in the oil palm and
resources markets being underpinned by the compelling demographic and macro
economic trends.

Over the past year, the key objective for LPD has been to secure funding to
reactivate planting and ramp up the planting rate year on year. LPD is
positioned to produce its first commercial production in 2014 from the oil
palms planted in 2011.

6. Background to the Offer

In December 2010, the Company entered into and announced a joint venture with
Biopalm, a subsidiary of the SIVA Group, an Indian conglomerate. In February
2011, Equatorial Palm Oil transferred its oil palm assets in Liberia together
with US$7.5 million to LPD and Biopalm transferred US$22.5 million to LPD, as
agreed under the terms of the joint venture agreement between Equatorial Palm
Oil and Biopalm (the ‘‘Joint Venture Agreement’’). Under the Joint Venture
Agreement, Biopalm also provided a guarantee in respect of external funding
required by LPD up to US$30m. In the event, this external funding obligation
was not met by Biopalm.

Equatorial Palm Oil reported a loss after taxation for the six months ended 30
June 2013 of US$1,656,000 (2012: US$1,570,000) and held cash at 30 June 2013
of US$9,000 (2012: US$1,734,000). During July 2013, the Company announced a
series of loans and equity placings, raising US$4,828,546 in total. The funds
were sufficient to pay the majority of creditors and to fund LPD’s operations
on a care and maintenance basis through to the end of November 2013.

On 13 February 2013, LPD announced the appointment of African Export-Import
Bank (‘‘Afreximbank’’) as a corporate advisory partner for the purpose of
securing a US$140 million financing facility expected to be sufficient to fund
the Palm Bay oil palm project. Both with the assistance of Afreximbank and
independently, the Directors have carried out an extensive review of the
funding options for LPD and have held talks with a number of potential
providers of finance in relation to the targeted US$140 million financing
facility, thus far without success. On 16 October 2013 and in response to a
movement in the Company’s share price, Equatorial Palm Oil announced that it
was in early stage discussions with KLK regarding the funding of LPD.
Subsequently, on 7 November 2013, the Company announced that it had entered
into various funding arrangements with the KLK Group alongside arrangements
made separately between Biopalm and KLK. These arrangements resulted in KLKI
acquiring 20.1 per cent. of the issued share capital of Equatorial Palm Oil at
that time and, in addition, acquiring Biopalm’s 50 per cent. interest in LPD.
The arrangements also included the transfer to the KLK Group of US$6 million
of the outstanding liabilities due to Equatorial Palm Oil from LPD for a
consideration of US$2 million in cash paid to Equatorial Palm Oil and the
provision of loans from both Equatorial Palm Oil and the KLK Group of US$2
million to LPD on identical terms, providing funding of US$4 million to LPD in
aggregate. The EPO Directors believe that both the Company’s and LPD’s ability
to raise longer term finance is now considerably enhanced by the involvement
of KLK.

In addition to LPD’s longer term funding requirements, Equatorial Palm Oil
requires additional interim financing to meet its financial obligations and to
enable the development of its oil palm project in Liberia on a commercial
basis. Having carried out an extensive review of the funding alternatives, the
EPO Directors believe that the Placing announced on 26 November 2013 with KLKI
represented the most attractive available funding solution for the Company and
its shareholders. However, the EPO Directors believe that the resulting Offer
from KLKI, which is a mandatory requirement under the City Code, does not
reflect the potential value of Equatorial Palm Oil and its interests when
taking into account the potential value that the EPO Directors believe can be
generated by Equatorial Palm Oil if the Company can fund and successfully
develop the Liberian oil palm project, which has remained the Company’s
objective.

The EPO Directors do, however, believe that the Offer is worthy of
consideration by all EPO Shareholders, as the Offer provides an opportunity to
realise their investments in Equatorial Palm Oil for a certain cash amount in
the near term. The EPO Directors further believe that there are certain key
risks and uncertainties attached to remaining an EPO Shareholder, a selection
of which can be found be found in paragraph 10 of this announcement, which
should be considered by all EPO Shareholders in light of their personal
circumstances.

7. Background to and reasons for the Offer by KLKI

Through strategic acquisitions, KLK has built up a significant global land
bank. KLK wants to add LPD’s concessions to its land bank and develop LPD into
a successful plantations business. The Offer will allow KLK to further
consolidate its interest in LPD.

On 7 November 2013, KLK announced the acquisitions of i) a 50.0 per cent.
stake in LPD, ii) a 20.1 per cent. stake in Equatorial Palm Oil and iii) a
loan of US$608,000 to LPD. LPD’s only other shareholder is Equatorial Palm Oil
which holds the remaining 50.0 per cent. equity interest. KLK is seeking to
control LPD through its 50.0 per cent. stake in the joint venture and
maintaining a majority shareholding in Equatorial Palm Oil (the latter via
KLKI). KLKI, having obtained an interest in more than 30 per cent. of the
shares carrying voting rights in Equatorial Palm Oil, is obliged to make an
offer for all the EPO shares it does not already own. Should KLKI not receive
sufficient acceptances under the Offer to give it a 75 per cent. shareholding
in Equatorial Palm Oil then it intends to maintain Equatorial Palm Oil’s
current quotation on AIM. However, should KLKI receive sufficient acceptances
to give it at least a 75 per cent. shareholding in Equatorial Palm Oil, it
intends to procure a cancellation of admission to trading on AIM and to
re-register Equatorial Palm Oil as a private company.

KLK will focus on applying its operational expertise to the development of
LPD’s assets. For the last few months, LPD’s assets have only been managed on
a care and maintenance basis due to the lack of secured long term funding. To
provide immediate relief to the weak cash flow position in both Equatorial
Palm Oil and LPD, KLK entered into a loan and liability assignment arrangement
on 7 November 2013, which resulted in aggregate funding of US$4,000,000 being
provided to LPD for the continued development of its projects in Liberia. On
29 November 2013, KLKI completed its subscription for 153,817,648 new EPO
shares at 5 pence per share, providing Equatorial Palm Oil with new funds of
£7.7 million.

Upon KLK’s acquisition of the 50.0 per cent. stake in LPD, the existing joint
venture agreement expired, and KLK and Equatorial Palm Oil intend to put a new
agreement in place following completion of the Offer. KLK expects this
agreement to reflect KLK’s effective control of LPD, its contribution to the
financial viability of the joint venture and KLK’s operational expertise which
will result in the outsourcing of the operational management of LPD to the KLK
Group. KLK will also conduct a review of the current operations of LPD and its
subsidiaries, and depending on the outcome of this review, may make strategic,
operational or employment related changes to strengthen the business and
management to ensure the successful future of the joint venture. There are no
current plans to change the locations of Equatorial Palm Oil’s or LPD’s places
of business or redeploy its fixed assets.

The effect of implementation of the Offer in full would not be material to the
earnings, assets and liabilities in the context of KLK.

8. Position of the EPO Directors

Save for Mr. Jaoudi, the EPO Directors have confirmed that they do not intend
to accept the Offer in respect of the 3,298,064 EPO Shares in which they are
interested, in aggregate (details of which will be in the Offer Document). As
at the date of this announcement, Mr. Jaoudi has not given a firm indication
as to whether or not he will accept the Offer in respect of the 6,592,833 EPO
Shares in which he is interested (details of which will be in the Offer
Document) and is considering his position in light of his personal
circumstances. The EPO Directors’ intentions as set out above relate only to
the Offer Period which is expected to expire on the First Closing Date. In the
event that the Offer Period is extended in accordance with paragraph 2 of this
announcement, the EPO Directors will reconsider their circumstances and
position in respect of participating in the Offer and will make an appropriate
announcement to EPO Shareholders.

9. Opinion of the EPO Directors

The EPO Directors, having been so advised by Strand Hanson, consider that the
Offer does not recognise fully the potential shareholder value which can be
generated in the longer term. However, the EPO Directors recognise that EPO
Shareholders may not want to remain a shareholder in Equatorial Palm Oil given
the uncertainty and risks associated with generating value from EPO’s assets
and being a minority shareholder in a company with controlling shareholder(s)
(including a potential lack of liquidity in EPO Shares) and that the Offer
gives such EPO Shareholders an opportunity to realise their investment in EPO.
The EPO Directors do not believe they are able to provide EPO Shareholders
with a definitive recommendation, and consider that EPO Shareholders should
have regard to their personal circumstances and the matters set out in
paragraph 10 of this announcement and to be set out in the Offer Document when
considering whether to accept or not to accept the Offer. In providing advice
to the EPO Directors, Strand Hanson has taken into account the commercial
assessments of the EPO Directors.

10. Factors for consideration by EPO Shareholders

In evaluating the Offer, the EPO Directors do not believe they are able to
provide EPO Shareholders with a definitive recommendation, although consider
that EPO Shareholders should have regard to their personal circumstances and
the matters set out below when considering whether to accept or not to accept
the Offer. Further, given the uncertainty provided by the risk factors set out
below, inter alia, the EPO Directors can only note the assurances given to
them by KLKI regarding its strategic plans for Equatorial Palm Oil and LPD and
its intentions regarding Equatorial Palm Oil employees set out in paragraphs 7
and 11 of this document.

10.1 Arguments for not accepting the Offer

Price

The offer price of 5 pence per EPO Share represents a premium of approximately
2.6 per cent. to the Closing Price of 4.875 pence per EPO Share on 15 October
2013 (being the last business day before Equatorial Palm Oil’s announcement
that it was in discussions with KLK that may lead to an offer) and a premium
of approximately 55.8 per cent. to the average Closing Price of 3.210 pence
per EPO Share for the one month period prior to the commencement of the Offer
Period and a discount of 41.1 per cent to the average Closing Price of 8.484
pence per EPO Share for the one year period before the commencement of the
Offer Period. However, the EPO Directors note that during the three months
prior to the commencement of the Offer Period EPO’s share price fell sharply
on the news that EPO’s former joint venture partner had defaulted on their
funding commitment but that the average closing price since the announcement
regarding funding discussions and a possible offer by KLK on 16 October 2013
has been 5.562 pence. The Offer Price of 5 pence represents a 10.1 percent
discount to this price.

EPO Shareholders should note that they may be able to realise a higher price
for their EPO Shares in the market.

Ability to Benefit from Future Developments

If EPO Shareholders accept the Offer in full, they will forgo any future
benefit from the development of the Company’s oil palm interests and
consequent returns to EPO Shareholders, which may be higher than the value of
the Offer. They will also fail to benefit from any possible future recovery in
the price of EPO Shares.

Equatorial Palm Oil is expected to benefit substantially from the support of
KLK as a shareholder since it is an experienced developer of oil palm
plantations. Please also note KLKI’s statements in paragraph 7 and 11 of this
announcement regarding its intentions towards Equatorial Palm Oil, in
particular, KLKI has stated that there are no current plans to make any
material changes to the management and employees of EPO and LPD, subject to
their review of operations and the requirements to increase efficiency and
productivity.

KLKI has also stated that it intends in due course to make changes to the
Board of EPO, including appointments of their own representatives, so that it
is reflective of their majority holding.

10.2 Arguments for accepting the Offer

Cash exit

The Offer provides certainty of a cash exit for EPO Shareholders. Even with
the support of KLK, there remain significant risks and uncertainties to
developing Equatorial Palm Oil’s assets and delivering full value to EPO
Shareholders, which may include operational, financial and political factors.
Such factors include weather conditions, the time frame for planting and
harvesting palm oil trees and the price of palm oil which is an agricultural
commodity product. The EPO Directors would also note that, after the Offer
closes and for so long as KLK’s interests remain above 50 per cent., it may
continue to increase its shareholding without incurring any further obligation
to make an offer to all EPO Shareholders pursuant to Rule 9 of the City Code.

Potential loss of AIM quotation

Although KLKI has stated that it intends to maintain Equatorial Palm Oil’s
admission to trading on AIM should it not receive sufficient acceptances to
give it a 75 per cent. shareholding in Equatorial Palm Oil, there can be no
assurance that it will retain Equatorial Palm Oil’s admission indefinitely.
KLKI has also stated that should it receive sufficient acceptances under the
Offer to give it at least a 75 per cent. shareholding in Equatorial Palm Oil
then it intends to procure that Equatorial Palm Oil apply for the cancellation
of admission to trading on AIM of EPO Shares. In the event that KLKI was able
to exercise 75 per cent. of the votes attached to EPO Shares at any time in
the future, KLKI would be able to ensure the approval of a resolution of the
Company to cancel Equatorial Palm Oil’s admission to trading on AIM. There
would be no obligation on KLKI to make an offer for the shares not held by it
at that time.

Furthermore, if the number of acceptances received results in a free float
insufficient in the opinion of the Company’s nominated adviser for the
purposes of the AIM rules (the ‘‘Nomad’’) and AIM to ensure an orderly market,
then the AIM quotation would be lost. If the AIM quotation is lost, the EPO
Directors believe that the liquidity, marketability and value of EPO Shares is
likely to be reduced to the detriment of Equatorial Palm Oil’s minority
shareholders. Furthermore, EPO Shareholders who had not accepted the Offer
would no longer benefit from the shareholder protections provided by the AIM
Rules and the regulatory oversight of AIM and the Nomad.

Recognising that the continued admission to trading is likely to be an
important factor for EPO Shareholders to determine whether or not to accept
the Offer, KLKI has agreed that if it has, by virtue of its shareholdings and
acceptances, acquired or agreed to acquire at least 75 per cent. of the issued
share capital of Equatorial Palm Oil by the First Closing Date, then it will
extend the Offer for a further 21 days to enable those EPO Shareholders not
wishing to remain shareholders in Equatorial Palm Oil as an unlisted company
to accept the Offer, but will then close the Offer at that time.

Liquidity

As a result of the size of KLKI’s shareholding at the outset of the Offer, and
large blocks held by other shareholders, the EPO Shares may become
increasingly illiquid. If EPO Shareholders do not accept the Offer, even if
Equatorial Palm Oil continues to be admitted to trading, it is possible that
EPO Shareholders may be unable to sell their EPO Shares at the same price as
the Offer.

Change to the composition of the Board of Equatorial Palm Oil

KLKI is, as at the date of this announcement, already interested in
194,078,639 EPO Shares, representing approximately 54.8 per cent. of the
issued share capital of Equatorial Palm Oil. As a result, KLKI has the ability
to exercise effective control over Equatorial Palm Oil and exert significant
influence over its future strategic direction including, but not limited to,
using its voting rights to ensure the appointment and removal of the executive
and non-executive directors of Equatorial Palm Oil and thereby change its
operational strategy.

Having considered the arguments for accepting and for not accepting the Offer,
the EPO Directors do not believe they are able to provide EPO Shareholders
with a definitive recommendation, and consider that EPO Shareholders should
have regard to their personal circumstances and the matters set out in this
paragraph when considering whether to accept or not to accept the Offer. In
providing advice to the EPO Directors, Strand Hanson has taken into account
the commercial assessments of the EPO Directors.

11. Management and employees

There are no current plans to make any material changes to the management and
employees of Equatorial Palm Oil or LPD. This is, however, subject to a review
of the operations and the requirement to increase efficiency and productivity.
KLKI intends to continue to work with Equatorial Palm Oil and LPD’s existing
management and employees to ensure that the operations of the companies are
optimized. KLK further intends, in due course, to make changes to the Board of
Equatorial Palm Oil, including appointments of its own representatives, so
that it is reflective of its majority shareholding. It is KLKI’s intention for
Michael Frayne and Geoffrey Brown, currently Executive Directors of the
Company, to move to a non-executive position.

Following completion of the Offer, the existing employment rights and pension
rights of the management and employees of Equatorial Palm Oil will continue to
be fully safeguarded.

12. Equatorial Palm Oil shares schemes and warrants

The Offer will extend to any EPO shares which are unconditionally allotted or
issued fully paid (or credited as fully paid) prior to the date on which the
Offer closes including any such shares unconditionally allotted or issued
pursuant to the exercise of options under the Equatorial Palm Oil Share
Schemes or the exercise of warrants over EPO shares under the Equatorial Palm
Oil Warrants.

Any options or warrants that remain unexercised at the time the Offer closes
will stay in place or lapse in accordance with their terms.

13. Financing of the Offer

The Offer will be financed by way of an intercompany loan to be made to KLKI
from KLK. KLK will fund this intercompany loan to KLKI from KLK’s existing
cash resources.

Lincoln International is satisfied that sufficient resources are available to
KLKI to satisfy the consideration payable as a result of full acceptance of
the Offer.

14. Opening Position Disclosures and Interests

KLKI confirms that it has made an Opening Position Disclosure setting out the
details required to be disclosed by it under Rule 8.1(a) of the Code.

15. Documents published on a website

Copies of the documents referred to below will be made available on KLK’s
website at www.klk.com.my and on Equatorial Palm Oil’s website at
www.epoil.co.uk while the Offer remains open for acceptance:

(i) the Memorandum and Articles of Association of Equatorial Palm Oil;

(ii) the Memorandum and Articles of Association of KLKI and KLK;

(iii) certain material contracts and arrangements which have been entered into
in connection with the Offer; and

(iv) the irrevocable undertakings described in paragraph 3 above.

16. General

The Offer Document and the Form of Acceptance will be posted to EPO
Shareholders as soon as practicable and, in any event, within 28 days of the
date of this announcement.

The Offer will be made subject to certain further terms set out in Appendix I
to this announcement. This announcement does not constitute an offer or an
invitation to purchase any securities. The Offer will be made solely by the
Offer Document and the Form of Acceptance, which will contain the full terms
of the Offer, including details of how the Offer may be accepted.

Appendix II  sets out the sources and bases of certain financial information
contained in this announcement. Appendix III  contains a summary of the
irrevocable undertakings by warrant holders. Appendix IV contains definitions
of the terms used in this announcement.

ENQUIRIES

For further information contact:

KLKI                                                                    
David Chong, Head of Corporate Finance             +60 3 7809 8988
                                                                             
Lincoln International LLP (Financial Adviser to KLKI)
Julian Tunnicliffe / Harry Kalmanowicz             +44 20 7022 9880
                                                                             
Equatorial Palm Oil Plc
Michael Frayne, Executive Chairman                 +44 (0) 20 7493 7671
                                                                             
Strand Hanson Limited (Nominated & Financial Adviser to Equatorial Palm
Oil)
James Harris / Andrew Emmott / Ritchie             +44 (0) 20 7409 3494
Balmer

Lincoln International LLP, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for KLKI and
KLK and no one else in connection with the Offer and will not be responsible
to any person other than KLKI or KLK for providing the protections afforded to
clients of Lincoln International LLP or for providing advice in relation to
the Offer or any matter referred to herein.

Strand Hanson Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Equatorial
Palm Oil and no one else in connection with the Offer and will not be
responsible to any person other than Equatorial Palm Oil for providing the
protections afforded to clients of Strand Hanson Limited or for providing
advice in relation to the Offer or any matter referred to herein.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document which KLKI intends to despatch shortly to EPO Shareholders and,
for information only, to holders of options under the Equatorial Palm Oil
Share Schemes and holders of warrants over EPO Shares under the Equatorial
Palm Oil Warrants.

This announcement has been prepared for the purposes of complying with English
Law 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 of jurisdictions outside the United Kingdom.

Overseas Shareholders

The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction. Persons who are
subject to the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements.

The Offer referred to in this announcement will not be made, directly or
indirectly, in, into or by use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction. This announcement
does not constitute an offer in any Restricted Jurisdiction and the Offer will
not be capable of acceptance by any such use, means, instrumentality or
facilities or otherwise from or within any Restricted Jurisdiction.
Accordingly, this announcement is not being, nor should be, mailed,
transmitted or otherwise distributed, in whole or in part, in or into or from
any Restricted Jurisdiction.

All EPO Shareholders (including, without limitation, nominees, trustees or
custodians) who intend to forward this announcement to any jurisdiction
outside the United Kingdom should seek appropriate advice before taking any
action.

The directors of KLKI and KLK accept responsibility for the information
contained in this announcement other than information for which the directors
of Equatorial Palm Oil accept responsibility. To the best of the knowledge and
belief of the directors of KLKI and KLK (who have taken all reasonable care to
ensure that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.

The EPO directors accept responsibility for the information contained in
paragraph 5 – Information on Equatorial Palm Oil, paragraph 6 – Background to
the Offer, paragraph 8 - Position of the EPO Directors, paragraph 9 – Opinion
of the EPO Directors and paragraph 10 – Factors for consideration by EPO
Shareholders. To the best of the knowledge and belief of the directors of
Equatorial Palm Oil (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This document contains certain forward looking statements with respect to the
financial condition, results of operations and business of Equatorial Palm
Oil, Equatorial Palm Oil Group or Liberian Palm Developments Limited and
certain plans and objectives of the Boards of directors of Equatorial Palm
Oil, 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 Equatorial
Palm Oil, 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 document 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 document. Equatorial Palm Oil, KLK and KLKI
assume no obligation to update or correct the information contained in this
document.

                       DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of Equatorial Palm Oil must make an Opening
Position Disclosure following the commencement of the offer period. 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
Equatorial Palm Oil. 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. Relevant persons
who deal in the relevant securities of Equatorial Palm Oil 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 Equatorial Palm Oil must make a
Dealing Disclosure if the person deals in any relevant securities of
Equatorial Palm Oil. 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 Equatorial Palm Oil, 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 Equatorial Palm Oil, they will be deemed to be a single person
for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Equatorial Palm Oil and by
any offeror and Dealing Disclosures must also be made by Equatorial Palm Oil,
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 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

The defined terms used in this section “Opening Position and Dealing
Disclosure Requirements” are defined in the Code which can be found on the
Panel’s website.

APPENDIX I

              Conditions and Certain Further Terms of the Offer

A. Conditions Of The Offer

As KLKI holds EPO Shares carrying 54.8 per cent. of the voting rights in
Equatorial Palm Oil, the Offer will not be subject to any minimum acceptance
condition or any other condition and will be unconditional in all respects at
the time it is made.

B. Certain Further Terms of the Offer

The following further terms will apply to the Offer unless the contrary is
expressed or the context otherwise requires.

(a) EPO Shares will be acquired by KLKI fully paid and free from all liens,
equities, charges, equitable interests, encumbrances, rights of pre-emption
and any other third party right and/or interests of any nature whatsoever and
together with all rights attaching to them, now or in the future, including
the right to receive and retain all dividends, interest and other
distributions declared, paid or made after the date of this announcement;

(b) The Offer will not be made, directly or indirectly, in, into or by use of
the mails of, or by any means or instrumentality (including, without
limitation, telephonically, or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of any
Restricted Jurisdiction. This announcement does not constitute an offer in any
Restricted Jurisdiction and the Offer should not be accepted by any such use,
means, instrumentality or facilities or otherwise from or within any
Restricted Jurisdiction. Accordingly, copies of this announcement are not
being and must not be mailed, transmitted or otherwise distributed in whole or
in part, in, into or from any Restricted Jurisdiction and persons receiving
this announcement (including, without limitation, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it in, into
or from any Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer; and

(c) The Offer will comply with English law and the Code.

APPENDIX II

                       Sources and Bases of Information

(i) The value placed by the Offer on the existing issued share capital of
Equatorial Palm Oil is based on 354,327,502 EPO Shares in issue on 28 November
2013, the last dealing day prior to the date of this announcement.

(ii) The Equatorial Palm Oil Closing Price of 4.875 pence for each EPO on 15
October 2013, the last dealing before years before the commencement of the
Offer Period, is taken from Bloomberg.

(iii) The one month average Equatorial Palm Oil Closing Price of 3.210 pence
for each EPO Share is calculated for the one month period ended on 15 October
2013 and is derived from Bloomberg and taken as the average daily closing
price for the period.

(iv) The one year average Equatorial Palm Oil Closing Price of 8.484 pence for
each EPO Share is calculated for the period ended on 15 October 2013 and is
derived from Bloomberg and taken as the average daily closing price for the
period including only prices for days during which the shares were traded.

(v) Unless otherwise stated, the financial information relating to Equatorial
Palm Oil is extracted from Equatorial Palm Oil’s audited consolidated accounts
for the financial years ended 31 December 2011 and 31 December 2012 and
Equatorial Palm Oil’s unaudited interim accounts for the six months ended 30
June 2013.

                                 APPENDIX III

          Summary of the irrevocable undertakings by warrant holders

                     Number of
Name               Equatorial Palm    Details                         
                     Oil Warrants
Blakeney                                   Warrants over 10,000,000 EPO
Management           10,000,000            shares convertible until
                                           7-April-2014
Blakeney                                   Warrants over 10,000,000 EPO
Management           10,000,000            shares convertible until
                                           6-April-2015
Adelise Services                           Warrants over 4,816,590 EPO
Limited*             1,950,000             shares convertible until
                                           16-July-2016

* a company controlled by Michael Frayne

APPENDIX IV

                                 DEFINITIONS

                                a day (excluding Saturdays, Sundays and
“business day”                public holidays) on which banks are        
                                generally open for business in the City
                                of London
“Capita Asset Services”         a trading name of Capita Registrars
                                Limited
“certificated” or “in           not in uncertificated form
certificated form”
“Closing Price”                 the closing middle market quotation of a
                                EPO Share as derived from the Bloomberg
                                the City Code on Takeovers and Mergers as
“Code”                          from time to time interpreted by the
                                Panel
“Companies Act 2006”            the Companies Act 2006, as amended
                                the relevant system (as defined in the
“CREST”                         CREST Regulations) of which Euroclear is
                                the Operator (as defined in the CREST
                                Regulations)
“CREST Regulations”             The Uncertificated Securities Regulations
                                2001 (SI 2001 No. 3755), as amended
“Equatorial Palm Oil” or        Equatorial Palm Oil PLC
“Company”
“Equatorial Palm Oil Group”     Equatorial Palm Oil, its subsidiaries and
                                subsidiary undertaking
“Equatorial Palm Oil Share      the 9,770,200 options to subscribe to one
Schemes”                        EPO Share each outstanding as at 29
                                November 2013
“EPO Board” or “EPO             the board of directors of Equatorial Palm
Directors”                      Oil
“EPO Shareholders”              the holders of EPO Shares
                                the existing unconditionally allotted or
                                issued and fully paid ordinary shares of
                                1 pence each of Equatorial Palm Oil and
“EPO Shares”                    any further such shares which are
                                unconditionally allotted or issued fully
                                paid, or credited as fully paid, before
                                the date on which the Offer closes
“Equatorial Palm Oil            the 30,915,347 warrants convertible to
Warrants”                       one EPO Share each outstanding as at 29
                                November 2013
“FCA”                           the Financial Conduct Authority
                                the first closing date of the Offer,
“First Closing Date”            being the date falling 21 days after the
                                Offer Document is posted
                                the form of acceptance and authority
“Form of Acceptance”            relating to the Offer which will
                                accompany the Offer Document
“KLK”                           Kuala Lumpur Kepong Berhad
“KLK Board” or “KLK             the board of directors of KLK
Directors”
“KLKI”                          KL-Kepong International Limited, a wholly
                                owned subsidiary of KLK
“KLKI Board” or “KLKI           the board of directors of KLKI
Directors”
“KLK Group”                     KLK, its subsidiaries and subsidiary
                                undertakings including KLKI
“Lincoln International”         Lincoln International LLP
                                the rules made by the Financial Conduct
“Listing Rules”                 Authority under Part VI of the Financial
                                Services and Markets Act 2000
“London Stock Exchange”         London Stock Exchange plc
                                the offer to be made by KLKI to acquire
                                all of the EPO Shares, other than shares
                                already held by KLKI, on the terms to be
                                set out in the Offer document and (in
“Offer”                         respect of EPO shares held in
                                certificated form) in the Form of
                                Acceptance and, where the context so
                                requires, any subsequent revision,
                                variation or renewal thereof
                                the document to be posted to EPO
                                Shareholders and, for information only,
                                to holders of options under the
“Offer Document”                Equatorial Palm Oil Shares Schemes and
                                holders of warrants over EPO Shares under
                                the Equatorial Palm Oil Warrants, which
                                will set out the formal terms of the
                                Offer
“Offer Period”                  the period commencing on 16 October 2013
                                and expiring on the First Closing Date
                                EPO Shareholders who are citizens,
“Overseas Shareholders”         nationals or residents of or otherwise
                                subject to jurisdictions outside the UK
                                or their nominees, custodians or trustees
“Panel”                         the Panel on Takeovers and Mergers
“Regulatory Information         as defined in the Listing Rules
Service”
                                any jurisdiction where local laws or
                                regulations may result in a significant
“Restricted Jurisdiction”       risk of civil, regulatory or criminal
                                exposure if information concerning the
                                Offer is sent or made available to EPO
                                Shareholders in that jurisdiction
                                either a person (including an individual,
                                partnership, unincorporated syndicate,
“Restricted Overseas            unincorporated organisation, trust,
Person”                         trustee, custodian, executor,
                                administrator or other legal
                                representative) in, or resident in, a
                                Restricted Jurisdiction
“Strand Hanson”                 Strand Hanson Limited
“LPD”                           Liberian Palm Developments Limited
“UK” or “United Kingdom”        the United Kingdom of Great Britain and
                                Northern Ireland
                                recorded on the relevant register of the
                                share or security concerned as being held
“uncertificated” or “in         in uncertificated form in CREST, and
uncertificated form”            title to which, by virtue of the CREST
                                Regulations, may be transferred by means
                                of CREST
                                the United States of America, its
                                territories and possessions, any state of
“United States”                 the United States of America and the
                                District of Columbia and all other areas
                                subject to its jurisdiction

In this document:

a) the expressions “subsidiary”, “subsidiary undertaking”, “associated
undertaking” and “undertaking” have the meanings given by the Companies Act
2006;

b) references to “US$” are to US dollars, references to £ or pounds 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 States, the United Kingdom and
Malaysia respectively; and

c) references to time are to London time.

Contact:

Kuala Lumpur Kepong Berhad
 
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