PAL: Kuala Lumpur Kepong Berhad: Offer Update

  PAL: Kuala Lumpur Kepong Berhad: Offer Update

UK Regulatory Announcement

LONDON

23 December 2013

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

                   KL-Kepong International Limited (“KLKI”)

               Mandatory Cash Offer for Equatorial Palm Oil plc
                           ("Equatorial Palm Oil")

                               CLOSING OF OFFER

On 29 November 2013, KLKI, a wholly-owned subsidiary of Kuala Lumpur Kepong
Berhad (“KLK”), announced the terms of a Mandatory Cash Offer to be made by
KLKI to acquire the entire issued and to be issued share capital of Equatorial
Palm Oil not already owned by KLKI (the "Offer"). The full terms of the Offer
and the procedures for acceptance were set out in the offer document ("the
Offer Document").

Level of acceptances

As at 1:00 pm (London time) on 20 December 2013, KLKI had received valid
acceptances in all respects of 29,788,330 EPO Shares representing 8.40 per
cent. of the issued share capital of Equatorial Palm Oil.

In addition, KLKI had received valid acceptances but without or with
insufficient cover of 146,099 EPO Shares representing 0.04 per cent. of the
issued share capital of Equatorial Palm Oil. These will be accepted if
sufficient cover is provided.

No acceptances have been received from any person acting in concert with KLKI
nor were any EPO Shares subject to an irrevocable undertaking or letter of
intent to accept the Offer.

Including valid acceptances in all respects, KLKI owns 223,866,969 EPO Shares
representing 63.18 per cent. of the issued share capital of Equatorial Palm
Oil.

Offer closing

As set out in the Offer Document, the Offer was unconditional in all respects
from the outset. As further described in the Offer Document, given that KLKI
by virtue of its shareholdings and acceptances of the Offer has not acquired
or agreed to acquire at least 75 per cent. of the issued share capital of
Equatorial Palm Oil, the Offer has not been extended and closed at 1.00 pm on
20 December 2013.

KLKI intends to maintain Equatorial Palm Oil’s admission to trading on AIM.

Settlement of consideration

The consideration due to validly accepting EPO Shareholders in all respects
will be despatched within 14 days of the 20 December 2013.

The consideration due to validly accepting EPO Shareholders but without or
with insufficient cover will be despatched within 14 days of receipt of
sufficient cover.

Unless otherwise stated, defined terms used in this announcement have the same
meaning as set out in the Offer Document.

Enquiries:

Lincoln International LLP (Financial Adviser) 
Julian Tunnicliffe / Harry Kalmanowicz          +44 20 7022 9880

Lincoln International LLP which is regulated in the United Kingdom by The
Financial Conduct Authority is acting for KLK in relation to the matters
described in this announcement and is not advising any other person, and
accordingly will not be responsible to anyone other than KLK for providing the
protections afforded to customers of Lincoln International LLP or for
providing advice in relation to the matters described in this announcement.

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

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, 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.

Contact:

Kuala Lumpur Kepong Berhad
 
Press spacebar to pause and continue. Press esc to stop.