Offer Update: Close of Offer

RNS Number : 4152V

Asian Plantations Limited

27 October 2014

 



27 October 2014

Asian Plantations Limited

("Asian Plantations" or the "Company")

Offer Update: Close of Offer

Asian Plantations Limited (LSE: PALM), a palm oil plantation company with operations in Malaysia notes the announcement by FELDA Global Ventures Holdings Berhad in which it declared, inter alia, the Offer closed and details of the compulsory acquisition of shares of shareholders who have not accepted the Offer. The announcement is included below for information.

As announced on 14 October 2014, the Company's securities will be cancelled from trading on AIM with effect from 11 November 2014.

For further information, please contact:

Asian Plantations Limited Graeme Brown, Joint Chief Executive Officer Dennis Melka, Joint Chief Executive Officer	Tel: [phone]
Strand Hanson Limited James Harris James Spinney James Bellman Mark Greaves (Singapore)	Tel: [phone] Tel: [phone]
Macquarie Capital (Europe) Limited Steve Baldwin	Tel: [phone]
Panmure Gordon (UK) Limited Charles Leigh-Pemberton Tom Nicholson	Tel: [phone] Tel: [phone]

VOLUNTARY UNCONDITIONAL CASH OFFER

by

MERRILL LYNCH (SINGAPORE) PTE. LTD.

(Incorporated in Singapore)

(Company Registration No.: 198602883D)

for and on behalf of

Felda Global Ventures Holdings Berhad

(Incorporated in Malaysia)

(Company Registration No.: 800165-P)

for

ASIAN PLANTATIONS LIMITED

(Incorporated in Singapore)

(Company Registration No.: 200919551D)

CLOSE OF THE OFFER, OPTIONS PROPOSAL AND NOTES OFFER

FINAL LEVEL OF ACCEPTANCES

1.         INTRODUCTION

1.1       Merrill Lynch (Singapore) Pte. Ltd. (the "Financial Adviser" or "Merrill Lynch") refers to the offer document dated 12 September 2014 (the "Offer Document") despatched by Merrill Lynch, for and on behalf of Felda Global Ventures Holdings Berhad (the "Offeror"), in relation to the voluntary conditional cash offer (the "Offer") made by the Offeror for all the ordinary shares (excluding treasury shares) ("Shares") in issue in the capital of Asian Plantations Limited (the "Company"), including all the Shares owned, controlled or agreed to be acquired by parties acting or presumed to be acting in concert with the Offeror, but excluding Shares held by the Offeror, its related corporations and their nominees as at the date of the Offer.

1.2       As announced by Merrill Lynchfor and on behalf of the Offeror on 13 October 2014, the Offer has become and been declared unconditional in all respects on 13 October 2014.

1.3       All terms and references used and not defined herein shall have the same meanings given to them in the Offer Document, unless otherwise expressly stated or the context otherwise requires.

2.         CLOSE OF THE OFFER, OPTIONS PROPOSAL AND NOTES OFFER

Merrill Lynch wishes to announce for and on behalf of the Offeror that the Offer, the Options Proposal and the Notes Offer have closed as at 4.30 p.m. on 27 October 2014 (Monday, UK time). Accordingly, the Offer, the Options Proposal and the Notes Offer are no longer open for acceptance and any acceptances received thereafter will be rejected.

3.         FINAL LEVEL OF ACCEPTANCES OF THE OFFER AND AGGREGATE SHAREHOLDINGS

3.1       Pursuant to Rule 28.1 of the Code, Merrill Lynch wishes to announce, for and on behalf of the Offeror, that:

3.1.1    Acceptances of the Offer. As at 4.30 p.m. (UK time) on 27 October 2014, the Offeror has received valid acceptances (which have not been withdrawn) in respect of 45,648,088 Offer Shares, representing approximately 97.6% of the total number of issued Shares⁽¹⁾. Such valid acceptances include valid acceptances received from the Undertaking Shareholders in respect of an aggregate of 28,011,209Shares, representing approximately 59.9% of total number of issued Shares;

3.1.2    Shares Held Before the Offer Announcement Date.Prior to the Offer Announcement Date, the Offeror and parties acting in concert with it did not hold any Shares; and

3.1.3    Shares Acquired or Agreed to be Acquired after the Offer Announcement Date and up to 4.30 p.m. (UK time) on 27 October 2014 (Other Than Pursuant to Valid Acceptances of the Offer). Between the Offer Announcement Date and up to 4.30 p.m. (UK time) on 27 October 2014, other than pursuant to valid acceptances of the Offer (which have not been withdrawn), the Offeror and parties acting in concert with it have not acquired or agreed to acquire any Shares.

3.2       Aggregate Shareholding. Accordingly, as at 4.30 p.m. (UK time) on 27 October 2014, the total number of (a) Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it; and (b) valid acceptances of the Offer(which have not been withdrawn), amount to an aggregate of 45,648,088 Shares, representing approximately 97.6% of the total number of issued Shares.

Note:

(1)  In this Announcement, unless otherwise stated, all references to the total number of issued Shares shall be to 46,761,134 Shares (excluding treasury shares), as shown in an instant information search results in respect of the Company obtained from the Accounting and Corporate Regulatory Authority of Singapore on 27 October 2014.

4.         FINAL ACCEPTANCES OF THE OPTIONS PROPOSAL

Acceptances of the Options Proposal. Merrill Lynch wishes to announce, for and on behalf of the Offeror, that as at 4.30 p.m. (UK time) on 27 October 2014, the Offeror has received valid acceptances (which have not been withdrawn) in respect of 4,195,000 Options. Such valid acceptances include valid acceptances received from the relevant Undertaking Shareholders in respect of an aggregate of 3,250,000 Options.

5.         FINALACCEPTANCES OF THE NOTES OFFER

Acceptances of the Notes Offer. Merrill Lynch wishes to announce, for and on behalf of the Offeror, that as at 4.30 p.m. (UK time) on 27 October 2014, the Offeror has not received any acceptances in respect of the Notes.

6.         SETTLEMENT

6.1       The Offeror has already made payment for valid acceptances received on or before 4.30 p.m. (UK time) on 13 October 2014.

6.2       In respect of valid acceptances of the Offer and the Options Proposal (as the case may be) received after 4.30 p.m. (UK time) on 13 October 2014 but on or before 4.30 p.m. (UK time) on 27 October 2014, payment (less any applicable fees or charges and, in respect of the Offer Shares, a sum of 2% of the Offer Price on account of the Offeror's obligations under the RPGT Act) will be made within 10 days of the receipt of such valid acceptances. Please refer to Section 2.7 of the Offer Document for further details on the RPGT Act.

7.         Cancellation of Trading on AIM

The Company announced on 14 October 2014 that the Company's securities will be cancelled from trading on AIM with effect from 11 November 2014. Such cancellation is likely to reduce significantly the liquidity and marketability of Depositary Interests representing Shares which have not been assented to the Offer. 

8.         RIGHTS UNDER SECTION 215 OF THE COMPANIES ACT

As announced by Merrill Lynch for and on behalf of the Offeror on 13 October 2014, the Offeror is entitled to, and will, exercise its right to, compulsorily acquire all the remaining Shares of Shareholders who have not accepted the Offer pursuant to Section 215(1) of the Companies Act at the Offer Price for each remaining Share, and the Offeror will, in due course, despatch the relevant documentation together with the prescribed forms required under the Companies Act in relation to the exercise of its right of compulsory acquisition to the Shareholders who have not accepted the Offer.

In addition, Shareholders who have not accepted the Offer have the right, under and subject to Section 215(3) of the Companies Act to require the Offeror to acquire their Shares at the Offer Price by serving a notice requiring the Offeror to do so, in the event that the Shares acquired by the Offeror pursuant to the Offer, together with the Shares held by the Offeror, its related corporations and their respective nominees comprise 90% or more of the total number of issued Shares. As the Offeror would be proceeding to compulsorily acquire their Shares pursuant to Section 215(1) of the Companies Act, Shareholders who have not accepted the Offer need not take any action in relation to their rights under Section 215(3) of the Companies Act. Shareholders who have not accepted the Offer and who wish to nevertheless exercise their rights under Section 215(3) of the Companies Act are advised to seek their own independent legal advice.

9.         UNITED KINGDOM Financial Services and Markets Act 2000

Communication by the Offeror, or by Merrill Lynch on behalf of the Offeror, of this Announcement, the Offer Document, the Options Proposal Letter, the Notes Offer Letter and any other documents or materials relating to the Offer, the Options Proposal and/or the Notes Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and such shares include 50 per cent. or more of the voting securities in such body corporate within Article 62 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

10.       RESPONSIBILITY STATEMENT

The directors of the Offeror (including any director who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement.

Where any information in this Announcement has been extracted or reproduced from published or otherwise publicly available sources or obtained from a named source (including, without limitation, information in relation to the Company or the Offeree Group), the sole responsibility of the directors of the Offeror has been to ensure, through reasonable enquiries, that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement.

The directors of the Offeror jointly and severally accept responsibility accordingly.

Issued by

MERRILL LYNCH (SINGAPORE) PTE. LTD.

For and on behalf of

Felda Global Ventures Holdings Berhad

27 October 2014

Any enquiries relating to this Announcement should be directed, during normal business hours, to Merrill Lynch (Singapore) Pte. Ltd. at [phone].

Forward-Looking Statements

All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "potential", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the current expectations, beliefs, hopes, intentions or strategies of the party making the statements regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results or outcomes may differ materially from those described in such forward-looking statements. Shareholders, Option Holders, Note Holders and investors should not place undue reliance on such forward-looking statements, and neither the Offeror nor Merrill Lynch undertakes any obligation to update publicly or revise any forward-looking statements.

 

END

 

 

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