Posting of Circular

RNS Number : 6758S

Asian Plantations Limited

26 September 2014

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

26 September 2014

Asian Plantations Limited

("Asian Plantations" or the "Company")

Posting of Circular

Asian Plantations Limited (LSE: PALM), a palm oil company with operations in Malaysia, is today posting a circular to Shareholders, Option Holders and Note Holders in relation to the voluntary conditional cash offer by Merrill Lynch (Singapore) Pte. Ltd. for and on behalf of FELDA Global Ventures Holdings Berhad (the "Circular").

The Circular includes, inter alia, a letter from the Board (the "Letter") setting out their recommendation in relation to the Offer, the Options Proposal and the Notes Offer and the advice of MS Corporate Finance Pte. Ltd. ("MSCF"), the independent financial adviser to the Directors of the Company.

The Directors, having carefully considered the terms of the Offer, the Options Proposal and the Notes Offer in conjunction with the advice given by MSCF, provide the following recommendations:

Offer: The Directors recommend that Shareholders accept the Offer

Options Proposal: The Directors recommend that Option Holders accept the Options Proposal

Notes Offer: The Directors recommend the Note Holders reject the Notes Offer

A copy of the Letter is provided below, however the Board recommends that all Shareholders, Option Holders and Note Holders read the contents of the Circular in full and seek professional advice if in any doubt as to its contents or the action they should take.

The Circular is available on the Company's website at www.asianplantations.com.

Defined terms used in this announcement shall have the same meanings set out in the Circular.

LETTER TO THE SECURITYHOLDERS FROM THE BOARD

Board of Directors:	Registered Office:
Mr. Tan Sri Datuk Leonard Linggi (Chairman and Non-Executive Director)	14 Ann Siang Road
Mr. Dennis Melka (Joint Chief Executive Officer and Executive Director)	#02-01
Mr. Graeme Brown (Joint Chief Executive Officer and Executive Director)	Singapore
Mr. Tan Sri Datuk Leo Moggie (Independent and Non-Executive Director)	069694

26 September 2014

To: The Securityholders of the Company Dear Sir/Madam

VOLUNTARY CONDITIONAL CASH OFFER BY THE OFFEROR

1. INTRODUCTION

1.1 Offer Announcement

On the Offer Announcement Date, Merrill Lynch announced, for and on behalf of the Offeror, that the Offeror intended to make a voluntary conditional cash offer for (a) all the Shares (excluding treasury shares) in issue in the capital of 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; (b) new Shares unconditionally issued or to be issued pursuant to the valid conversion of outstanding Notes; (c) new Shares unconditionally issued or to be issued pursuant to the valid exercise of the Options; and (d) new Shares unconditionally issued or to be issued pursuant to the valid conversion of the Bonds. As part of such announcement, Merrill Lynch also announced, for and on behalf of the Offeror, that the Offeror intended to make an offer to acquire all outstanding Options and Notes, in each case on a "see-through" price basis.

A copy of the Offer Announcement is available on the website of the London Stock Exchange athttp://www.londonstockexchange.com/.

1.2 Offer Document, Options Proposal Letter, Notes Offer Letter

Securityholders should have by now received a copy of the Offer Document, the Options Proposal Letter and/or the Notes Offer Letter (as applicable) setting out, inter alia, the terms and conditions of the Offer for Securities. The principal terms and conditions of the Offer, the Options Proposal and the Notes Offer are set out in Section 2, Section 3 and Section 3 of the Offer Document, Options Proposal Letter and Notes Offer Letter respectively. Securityholders are urged to read the terms and conditions of the Offer, the Options Proposal and the Notes Offer (as applicable) set out in the Offer Document, the Options Proposal Letter and Notes Offer Letter (as applicable) carefully.

A copy of the Offer Document is available on both the website of the London Stock Exchange at http://www.londonstockexchange.com/ and on the Company's website at http://www.asianplantations.com/.

1.3 Purpose of the Circular

The purpose of this Circular is to provide Securityholders with relevant information pertaining to the Offer, the Options Proposal and/or the Notes Offer (as applicable) and to set out the recommendation of the Directors and the advice of MSCF to the Directors in respect of the Offer, the Options Proposal and/or the Notes Offer (as applicable).

Securityholders should consider carefully the recommendation of the Directors and the advice of MSCF to the Directors in respect of the Offer, the Options Proposal and/or the Notes Offer (as applicable) before deciding whether to accept or reject the Offer, the Options Proposal and/or the Notes Offer (as applicable).

2. THE OFFER

2.1 Offer Shares

Section 2.2 of the Offer Document states that the Offer will be extended to:

2.1.1 all issued Shares, 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;

2.1.2 all new Shares unconditionally issued or to be issued pursuant to the valid exercise of any Option granted under the Scheme prior to the close of the Offer;

2.1.3 all new Shares unconditionally issued or to be issued pursuant to the valid conversion of the Bonds prior to the close of the Offer; and

2.1.4 all new Shares unconditionally issued or to be issued pursuant to the valid conversion of the Notes prior to the close of the Offer,

(collectively, the "Offer Shares").

2.2 Offer Price

Section 2.1 of the Offer Document states that, for and on behalf of the Offeror, Merrill Lynch thereby makes the Offer for all the Offer Shares, in accordance with Section 139 of the SFA and the Code1, on the following basis:

For each Offer Share: £2.20 in cash (the "Offer Price")

2.3 No Encumbrances

Section 2.3 of the Offer Document states that the Offer Shares will be acquired (i) fully paid; (ii) free from any Encumbrance; and (iii) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including the right to receive and retain all dividends, rights, other distributions and return of capital (if any) declared, paid or made by the Company on or after the Offer Announcement Date.

2.4 Adjustments for Distributions

Section 2.4 of the Offer Document states that, if any dividend, right, other distribution or return of capital is declared, paid or made by the Company on the Offer Shares on or after the Offer Announcement Date and the Offeror is not entitled to receive and retain such dividend, right, other distribution or return of capital in full in respect of any of the Offer Shares tendered in acceptance of the Offer, the Offeror reserves the right to reduce the Offer Price payable in respect of such Offer Shares by the amount of such dividend, right, other distribution or return of capital.

1 For the avoidance of doubt, the United Kingdom City Code on Takeovers and Mergers (the "UK Code") is not applicable to the Company and accordingly, neither the Company nor the Offeror is not required to comply with the UK Code.

2.5 Offer Conditions

Section 2.5 of the Offer Document states that the Offer is subject to the following conditions:

(A) Level of Acceptances of the Offer. The Offeror having received, by the close of the Offer, valid acceptances (which have not been withdrawn) in respect of such number of Offer Shares which, together with the Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it (either before or during the Offer and pursuant to the Offer or otherwise), will result in the Offeror and parties acting in concert with it holding such number of Shares carrying more than 75% of the total voting rights attributable to the Shares as at the close of the Offer (the "Acceptance Condition").

Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances (which have not been withdrawn) in respect of such number of Offer Shares which, when taken together with the Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it (either before or during the Offer and pursuant to the Offer or otherwise), will result in the Offeror and parties acting in concert with it holding such number of Shares carrying more than 75% of the voting rights attributable to the maximum potential share capital of the Company. For this purpose, the "maximum potential share capital of the Company" (as defined in Rule 28 of the Code) means the total number of Shares which would be in issue had all the outstanding Options, Bonds and Notes which are exercisable or convertible (as the case may be) prior to the close of the Offer (other than those acquired or agreed to be acquired by the Offeror and persons acting in concert with it) been validly exercised or converted (as the case may be) as at the date of such declaration.

The Offeror reserves the right to revise the level of the Acceptance Condition to a level of 75% or below (but more than 50%) of the voting rights attributable to the maximum potential share capital of the Company as at the close of the Offer, subject to the prior consent of the SIC.

(B) Other Conditions. The other conditions set out in Appendix 1 to the Offer Document (collectively, the "Other Conditions").

The Other Conditions are:

(A) No Share Issue: The Company does not (i) allot or issue any Shares; (ii) grant any Options;

(iii) issue any instrument convertible into, rights to subscribe for or options in respect of securities being offered for or which carry voting rights in the Company ("Stocks"); or

(iv) enter into any agreement or undertaking to do any of the same or cause to be done any act which would have the same effect as allotting or issuing Stocks or otherwise have the same effect as diluting the voting rights in the Company, after the Offer Announcement Date, except the allotment or issue of Shares pursuant to the valid exercise of the Options already granted as at the Offer Announcement Date or the valid conversion of the Bonds and the Notes.

(B) No Repayment Acceleration: The Company having obtained all necessary consents or waivers of Acceleration Rights (other than in respect of loan or credit facilities which together, have principal amounts outstanding that in aggregate do not exceed RM24,750,000) from any party, and if any such consent or waiver is subject to conditions, such conditions being on terms reasonably satisfactory to the Offeror.

For such purposes:

"Acceleration Rights" means the right to accelerate the repayment of any loan or credit facilities to any member of the APL Group prior to maturity of the repayment of such loan or credit facilities (including but not limited to the Specified Loans), whether as a result directly or indirectly of the implementation of the Offer, the delisting of the Company, a breach of any cross-default provision or otherwise, or any other rights having similar effects, whether through the payment of monies or issuance of securities or otherwise.

"Specified Loans" shall comprise the following:

(1) The Notes;

(2) Medium Term Notes Programme of RM255,000,000 guaranteed by a Maybank facility;

(3) Term Loan Facility with Maybank for RM71,400,000;

(4) Term Loan Facility with Maybank for RM24,750,000;

(5) Banking Facilities (Term Loan and Overdraft) with Maybank for RM47,500,000; and

(6) Banking Facilities (Term Loan and Overdraft) with Maybank for RM43,000,000.

(C) Regulatory/Third Party Approvals: All approvals, authorisations, clearances, licenses, orders, confirmations, consents, exemptions, grants, permissions, recognitions and waivers (the "Authorisations") necessary for the implementation of the Offer or the acquisition of any Shares by the Offeror required on the part of the Company to be obtained from any governmental, quasi-governmental, supranational, statutory, regulatory, administrative, investigative, fiscal or judicial agency, authority, body, court, association, institution, commission, or department, exchange, tribunal or any other body or person whatsoever in any jurisdiction in which any member of the APL Group carries on business (each a "Relevant Authority") or any other third party (i) having been obtained; (ii) if such Authorisations are subject to conditions which are required to be fulfilled prior to close of the Offer, the fulfilment of those conditions; and (iii) such Authorisations remaining in full force and effect and no notice or intimation of any intention to revoke, modify or not to renew any of the same having been received.

(D) No Injunctions: No third party, including any Relevant Authority, shall have taken, instituted, implemented or threatened to take, institute or implement (including in relation to the Offer) (other than as a consequence of any act or omission of the Offeror Group or its concert parties) any action, proceeding, suit, investigation, inquiry or reference, or made, proposed or enacted any statute, regulation, decision, ruling, statement or order or taken any steps, and there not continuing to be in effect or outstanding any statute, regulation, decision, ruling, statement or order which would or might:

(1) make the Offer, its implementation or outcome or the acquisition of any Shares or of control of the APL Group by the Offeror void, illegal and/or unenforceable or otherwise restrict, restrain, prohibit or otherwise frustrate or be adverse to the same (including requiring any amendment or revision of the Offer);

(2) render the Offeror unable to acquire all or any Shares or control of the APL Group;

(3) require the divestiture by any member of the APL Group of all or any part of its undertakings, or impose any limitation or prohibition on the ability of it to conduct businesses under any name which it presently does so or own its assets or property;

(4) impose any limitation on, or result in a delay in, the ability of any member of the APL Group to acquire, hold or exercise effectively any rights of ownership of shares or securities convertible into shares in any member of the APL Group or on its behalf or to exercise management control over any member of the APL Group and/or to exercise management or ownership rights over all or any part of the APL Group's business, undertakings and/or assets;

(5) save pursuant to the Offer or the requirements of the Code or the SIC, require any member of the Offeror Group to offer to acquire any shares or other securities in any member of the APL Group or any asset owned by any third party;

(6) require, prevent or delay a divestiture by any member of the Offeror Group of any shares in any member of the APL Group; and/or

(7) otherwise materially and adversely affect the business, assets, liabilities, financial condition, results of operations, profits or prospects of any member of the APL Group, which may result in the APL Group's losses before interest, tax, depreciation and amortisation and share of losses of associates ("LBITDA") in respect of the period since 1 January 2014 exceeding US$6.0 million.

(E) No Material Transaction: No announcement, agreement, arrangement, memorandum of understanding and/or statement of intention (whether or not legally binding) relating to any Material Transaction (as defined below) shall have been released, entered into and/or completed or consummated.

For these purposes, a "Material Transaction" means a transaction or proposed transaction involving:

(1) any member of the APL Group or to which any member of the APL Group is a party, unless made with the prior written consent of the Offeror (1) which would result in the APL Group's LBITDA in respect of the period since 1 January 2014 exceeding US$6.0 million; or (2) which is outside the ordinary course of business of the APL Group;

(2) any issue of shares or securities which carry voting rights in the Company or are convertible into shares or securities which carry voting rights in the Company, or rights to subscribe for or options in respect of such securities (including without limitation, the grant of options under the Scheme (save in respect of shares issued pursuant to the exercise of Options already granted under the Scheme or the valid conversion of the Bonds and the Notes)); and

(3) a recommendation, declaration or payment by the Company of dividends or other distributions (including without limitation, interim dividends), whether such transaction

(1) involves an acquisition, disposal, takeover or tender offer, scheme of arrangement or reconstruction, merger, consolidation or other combination, dual listed companies structure, joint venture, strategic alliance or otherwise; or (2) involves a single transaction or a number of related transactions and whether at one time or over a period of time.

(F) No Material Actions on Part of Company: Since 31 December 2013, the Company and any member of the APL Group shall not have:

(1) incurred any indebtedness exceeding US$7.5 million, other than in the ordinary course of business;

(2) authorised, recommended, proposed or entered into an agreement, agreement in principle or arrangement with respect to any merger, consolidation, liquidation, dissolution, business combination, material acquisition or disposal of any business or undertaking, release or relinquishment of any material contractual right, any material change in the Company's capitalisation or other right in the Company or any member of the APL Group or any comparable event not in the ordinary course of business unless made with the prior written consent of the Offeror;

(3) entered into, or announced its intention to enter into, any agreement with any person or group that would result in the APL Group's LBITDA in respect of the period since 1 January 2014 exceeding US$6.0 million;

(4) except as may be required by law, taken any action to terminate or amend any employee benefit plan or share option plan of the Company; and amended or authorised or proposed any amendment to the Company's constitutional documents.

(G) No Material Adverse Change: Since 31 December 2013:

(1) there having been at any time prior to the final close of the Offer or its lapsing or its being withdrawn no material adverse change in the assets, business, financial condition, profits, liabilities, prospects or results of operations of the APL Group taken as a whole;

(2) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened by or against or remaining outstanding against any member of the APL Group which could have a material adverse effect on the APL Group taken as a whole;

(3) save as disclosed in writing by the Company to the Offeror prior to the Offer Announcement Date, the Offeror not having discovered that any member of the APL Group is or is reasonably likely to be subject to any liability, contingent or otherwise, which is material in the context of the APL Group taken as a whole; and/or

(4) the Offeror not having discovered that any financial, business or other information concerning the APL Group publicly disclosed at any time by any member of the APL Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information not misleading which in any case is material and adverse to the financial or trading position of the APL Group taken as a whole,

in each case:

(i) so as to result in the APL Group's LBITDA in respect of the period since 1 January 2014 exceeding US$6.0 million; or

(ii) having the effect of causing a diminution in the consolidated net tangible asset value (excluding goodwill) of the APL Group to an amount below US$25.0 million, provided that any diminution or increase in the value of any asset and liability arising from currency translation shall not be taken into account. For the avoidance of doubt, the consolidated net tangible asset value of the APL Group shall mean net assets excluding intangible assets, goodwill and minority interests.

(H) No Misstatement of Accounts: Save as publicly disclosed by the Company prior to the Offer Announcement Date, there having been no material restatement of the audited consolidated financial statements of the APL Group for any financial period since the date of incorporation of the Company, which will result in a negative impact of more than 5% on (1) the consolidated profit/loss attributable to equity holders of the Company; or (2) the consolidated net assets of the APL Group, in such financial period.

In accordance with Note 2 of Rule 15.1 of the Code, the Offeror will only invoke any of the Other Conditions above:

(i) when the circumstances which give rise to the right to invoke such condition(s) are of material significance to the Offeror in the context of the Offer; and

(ii) after prior consultation with the SIC.

The Offeror reserves the right to waive any of the Other Conditions, in whole or in part, in its absolute discretion.

2.6 Warranty

Section 2.6 of the Offer Document states that a Shareholder who tenders his Offer Shares in acceptance of the Offer will be deemed to unconditionally and irrevocably represent, warrant and undertake to the Offeror that he sells such Offer Shares as, or for and on behalf of, the beneficial owner(s) thereof, (i) fully paid; (ii) free from all Encumbrances; and (iii) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including the right to receive and retain all dividends, rights, other distributions and return of capital (if any) declared, paid or made by the Company on or after the Offer Announcement Date.

2.7 UK Capital Gains Tax and Malaysian Real Property Gains Tax

(A) Shareholders accepting the Offer who hold their Shares beneficially as an investment and who are resident in the UK for taxation purposes may be liable to UK capital gains tax or UK corporation tax on chargeable gains (as applicable) (each "CGT"). Liability will depend on the individual circumstances of Shareholders.

(B) Section 2.7 of the Offer Document states that under the RPGT Act, Shareholders who accept the Offer may be subject to RPGT in Malaysia in respect of the consequent transfer of Offer Shares because the Company may be deemed to be a real property company (a "Real Property Company") as the Company owns real property or shares or both whereby the defined value of real property or shares or both owned is not less than 75% of the value of the Company's total tangible assets. Under the RPGT Act, a purchaser of real property and/or a Real Property Company is required to retain 2% of the purchase consideration on account of RPGT which shall be paid to the Director General of the Inland Revenue Board of Malaysia (the "IRB") within 60 days.

Accordingly, the Offeror reserves the right to retain a sum not exceeding 2% of the Offer Price in discharge of its obligations under the RPGT Act. See further Section 2.7(D) below regarding the consequences of the Offeror retaining 2% of the Offer Price.

(C) As part of any review by the IRB of the disposal of Offer Shares by a Shareholder, should the IRB determine that such disposal is a disposal of shares in a Real Property Company, RPGT at the applicable rates on any chargeable gain made on the disposal of such Offer Shares may be assessed against such Shareholder by the IRB. With effect from 1 January 2014, the applicable rates of RPGT for disposals of real property and shares in a Real Property Company are as set out below:

RPGT Rates

Disposal Period Companies	Individual (Malaysian Citizen/PR)	Individual (Non-Malaysian Citizen/PR)
For disposals within 3 years 30%	30%	30%
For disposals in the 4th year 20%	20%	30%
For disposals in the 5th year 15%	15%	30%
For disposals in the 6th and subsequent years 5%	0%	5%

(D) Where the Offeror exercises its right to retain the sum of 2% of the Offer Price and where the IRB deems that a disposal of Offer Shares by a Shareholder is subject to RPGT, the amount of 2% of the purchase price retained by the Offeror and paid to the Director General of the IRB on behalf of the Shareholder shall be applied towards the Shareholder's liability for RPGT (if any). Any amount retained in excess of the Shareholder's RPGT liability (or in circumstances where no RPGT is chargeable, the full amount of the 2% retention) should subsequently be paid to the Shareholder following completion of the assessment by the IRB.

There can be no certainty as to the timing of completion of any assessment by the IRB or any subsequent payment of excess retained amounts.

Where the amount of 2% of the purchase price retained by the Offeror and paid to the Director General of the IRB on behalf of a Shareholder is insufficient to cover that Shareholder's liability to RPGT (if any), the Shareholder shall be liable to account to the IRB for any excess RPGT assessed against it.

A Selling Shareholder who believes it is not liable to RPGT on the disposal of its Offer Shares may request the IRB to issue a notice of non-chargeability in respect of such disposal and seek repayment of the amount of the 2% retention either from the Offeror (prior to the payment by the Offeror of the amount of the 2% retention to the IRB) or from the IRB itself (following payment of the amount of the 2% retention by the Offeror to the IRB). Shareholders are advised to seek their own independent professional advice regarding their rights to and the process for any repayment of any amount of the 2% of the purchase price retained by the Offeror and paid to the IRB.

(E) The statements herein in relation to CGT and RPGT do not purport to be a comprehensive or exhaustive description of all implications that may arise under UK tax legislation or the RPGT Act and no tax advice is given by the Company or its advisers in respect of Shareholders' liability for CGT or RPGT (if any).

Shareholders are advised to seek their own independent professional advice regarding any possible tax consequences, including as to CGT and/or RPGT, of accepting the Offer and disposing of their Offer Shares.

2.8 Choices

Section 2.8 of the Offer Document states that a Shareholder can, in relation to all or part of his Offer Shares, either:

(A) accept the Offer in respect of such Offer Shares in accordance with the procedures set out in Appendix 3 to the Offer Document; or

(B) take no action and let the Offer lapse in respect of his Offer Shares.

2.9 Information Pertaining to Depositary Interest Holders

Section 2.9 of the Offer Document states that Depositary Interest Holders who hold Offer Shares as Depositary Interests in CREST should refer to Appendix 3 to the Offer Document for details on how to accept the Offer. Depositary Interest Holders are advised to consult the Depositary if they require further information, and if they are in any doubt as to the action they should take, Depositary Interest Holders should seek their own independent professional advice. Depositary Interest Holders who are CREST sponsored members should refer to their CREST sponsor before taking any action.

3. THE OPTIONS PROPOSAL

3.1 Options

Section 3.1 of the Options Proposal Letter states that as at the Offer Document LPD, based on information available to the Offeror, there were 3,482,500 outstanding Options granted under the Scheme, which have vested and are exercisable by the Option Holders into an aggregate of 3,482,500 new Shares based on exercise prices of between S$1.55 (or approximately the equivalent of £0.75) and S$5.07 (or approximately the equivalent of £2.45) per Share. In addition, there were 712,500 outstanding Options granted under the Scheme with an exercise price of S$1.55 (or approximately the equivalent of £0.75) per Share which have not vested as at the Latest Practicable Date. Upon vesting, these Options are exercisable into an aggregate of 712,500 new Shares. Under the Scheme, all Options which are granted but not vested will vest upon a take-over offer being made which is recommended by the board of the Company. In addition, the vested Options will become exercisable by Option Holders upon the Offer becoming unconditional.

3.2 Options Proposal

Section 3.2 of the Options Proposal Letter states that under the Scheme, the Options are not transferable by the Option Holders, unless with the prior approval in writing of the Scheme committee. In view of this restriction, Merrill Lynch, for and on behalf of the Offeror, is not making an offer to acquire the Options (although, for the avoidance of doubt, the Offer will be extended, on the same terms and conditions, to all new Shares unconditionally issued or to be issued pursuant to the valid exercise of any Option prior to the close of the Offer). Instead, Merrill Lynch, for and on behalf of the Offeror, is making the Options Proposal to each Option Holder. Under the Options Proposal, the Offeror will, subject to:

(i) the Offer becoming or being declared unconditional in all respects in accordance with its terms; and

(ii) the relevant Options continuing to be exercisable into new Shares,

pay the Option Holder a cash amount (determined as provided in Section 3.3 titled Offer Price below) for each Option (the "Option Price") in consideration of the Option Holder agreeing:

(i) not to exercise such Options (the "Relevant Options") into new Shares; and

(ii) not to exercise all or any of his rights as holder of the Relevant Options,

in each case from the date of his acceptance of the Options Proposal to the respective date(s) of expiry of the Relevant Options (both dates inclusive) and to surrender the Relevant Options for cancellation if the Offer becomes or is declared to be unconditional in all respects. If the Offer lapses or is withdrawn or if the Relevant Options cease to be exercisable into new Shares, the Options Proposal will lapse accordingly.

3.3 Option Price

Section 3.3 of the Options Proposal Letter states that the Option Price is calculated on a "see-through" basis in accordance with the Code, that is, in relation to any Option, the excess of the Offer Price over the exercise price of the Option. In addition, where the exercise price of an Option is equal to or more than the Offer Price and hence causing the "see through" price to be zero or negative, the Offeror will be offering a nominal amount of £0.001 for each such Option.

Calculation and payment of the Option Price will be made in £, based on the exchange rate of S$1.00 to £0.4831, being the S$ to £ exchange rate extracted from Bloomberg L.P.2 on the Last Trading Day.

3.4 Offer and Options Proposal Mutually Exclusive

Section 3.4 of the Options Proposal Letter states that for the avoidance of doubt, whilst the Options Proposal is conditional upon the Offer becoming or being declared unconditional in all respects in accordance with its terms, the Offer is not conditional upon acceptances received in relation to the Options Proposal. The Offer and the Options Proposal are separate and are mutually exclusive. The Options Proposal does not form part of the Offer, and vice versa. Without prejudice to the foregoing, if an Option Holder exercises his Options in order to accept the Offer in respect of the new Shares to be issued pursuant to such exercise, he may not accept the Options Proposal in respect of such Options. Conversely, if an Option Holder wishes to accept the Options Proposal in respect of his Options, he may not exercise those Options in order to accept the Offer in respect of the new Shares to be issued pursuant to such exercise.

3.5 Acceptances are Irrevocable

Section 3.5 of the Options Proposal Letter states that acceptances of the Options Proposal shall be irrevocable.

2 Bloomberg L.P. has not consented to the inclusion of the exchange rates quoted in this Circular, the Offer Document or in the Options Proposal Letter and is thereby not liable for the inclusion of such information in this Circular, the Offer Document or the Options Proposal Letter. The Offeror has included the above information in their proper form and context in the Options Proposal Letter and has not verified the accuracy of these statements and the Company has replicated such information in identical form in this Circular and has verified the accuracy of these statements.

3.6 Duration of Options Proposal

Section 3.6 of the Options Proposal Letter states that the Options Proposal shall remain open for acceptance until 4.30 p.m. (UK time) on the Closing Date.

3.7 Choices

Section 3.7 of the Options Proposal Letter states that an Option Holder can, in relation to all or part of his Options, either:

(A) accept the Options Proposal in respect of such Options in accordance with the terms and conditions of the Options Proposal Letter; or

(B) subject to the relevant rules of the Scheme, exercise such Options and participate in the Offer in respect of the new Shares to be issued pursuant to such exercise; or

4. THE NOTES OFFER

4.1 Notes

Section 3.1 of the Notes Offer Letter states that, as at the Offer Document LPD, based on information available to the Offeror, an aggregate of US$15.0 million in principal amount of convertible notes due 2016 which were issued by the Company between 14 January 2013 and 23 August 2013 remained outstanding. The Notes are convertible, in whole or in part, by the Note Holders into new Shares at the fixed Note Conversion Price of £2.86 per Share (the "Note Conversion Price"), subject to such adjustments under the terms of the Notes. The number of new Shares to be issued on conversion of a Note will be determined by dividing the relevant principal amount of the Note (translated into £ at the fixed rate of exchange of £1.00 per US$1.6088) by the Note Conversion Price. According to the Company, no adjustment event has occurred since the date of issue of the Notes. Accordingly, upon full conversion at the Note Conversion Price, the Notes are convertible into 3,260,041 new Shares, which would represent approximately 6.0% of the maximum potential share capital of the Company.

4.2 Certain Terms of the Notes

Section 3.2 of the Notes Offer Letter states that under the terms of the Notes, the Notes are transferable by the Note Holders. Further, following the occurrence of a Change of Control Event, the Note Holders have the right to convert the Notes into Shares at the Note Conversion Price, and any Note not converted as aforesaid on the Change of Control Conversion Date will be mandatorily redeemed by the Company together with accrued interest if any, in accordance with the terms of the Notes, on such date. A "Change of Control Event" occurs when, inter alia, a valid, irrevocable offer is made to all (or nearly as may be practicable all) shareholders (or all (or nearly as may be practicable all) shareholders other than the offeror and/or any person acting in concert (as defined in the Code) with the offeror) to acquire more than 30% of the issued capital of the Company. The "Change of Control Conversion Date" shall be the third business day after the expiry of the Change of Control Period, and the "Change of Control Period" shall commence on the date on which a notice of the occurrence of a Change of Control Event is given to the Note Holders by the Company and end on the third business day after completion of all matters relating to the relevant Change of Control Event.

In addition, under the terms of the Notes, an event of default will be triggered upon, inter alia,

(i) Graeme Iain Brown, Dennis Nicholas Melka, Tan Sri Datuk Amar Leonard Linggi Anak Jugah, Keresa Plantations Sdn Bhd and Asian Forestry Holdings Limited on an aggregate basis ceasing to legally and beneficially own 40% or more of the total issued share capital of the Company; or (ii) the Company failing to maintain a listing for all the issued Shares on AIM or an alternative stock exchange, upon the occurrence of which, inter alia, the agreed default rate shall apply and holders holding Notes representing not less than two-thirds of the aggregate principal amount of the Notes outstanding may at any time at their option by notice to the Company declare the Notes to be immediately due and payable, in accordance with the terms of the Notes.

4.3 Notes Offer

Section 3.3 of the Notes Offer Letter states that in accordance with Rule 19 of the Code, Merrill Lynch, for and on behalf of the Offeror, hereby makes the Notes Offer to the Note Holders for all the Notes, subject to the Offer becoming or being declared unconditional in all respects in accordance with its terms.

4.4 Notes Offer Price

Section 3.4 of the Notes Offer Letter states that the Notes Offer Price for the Notes will be as follows:

For every US$1,000,000 in principal amount of Notes: £478,139.35 in cash (or approximately the equivalent of US$792,563.78 at the exchange rate of £1.00 to US$1.6575 as extracted from Bloomberg L.P.3 on the Last Trading Day).

The Notes Offer Price is calculated on a "see-through" basis in accordance with the Code, that is, based on the Offer Price of £2.20 for one Offer Share multiplied by the number of new Shares into which US$1,000,000 in principal amount of the Notes may be converted (rounded down to the nearest whole number of a Share). The actual Notes Offer Price payable to each accepting Note Holder will be determined based on the total principal amount of the Notes that are tendered by a Note Holder pursuant to the Notes Offer. Under the terms of the Notes, the minimum principal amount of the Notes that may be converted by means of a partial conversion shall be US$1,000,000, and accordingly, the Notes can only be tendered in acceptance of the Notes Offer in a minimum principal amount of US$1,000,000.

4.5 No Encumbrances

Section 3.5 of the Notes Offer Letter states that the Notes will be acquired (i) fully paid; (ii) free from all Encumbrances; and (iii) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including the right to receive and retain all interest, payments, rights and other distributions (if any) declared, paid or made by the Company on or after the Offer Announcement Date.

4.6 Adjustments for Distributions

Section 3.6 of the Notes Offer Letter states that accordingly, if any interest, payment, right or other distribution is declared, paid or made by the Company on the Notes on or after the Offer Announcement Date and the Offeror is not entitled to receive and retain such interest, payment, right or other distribution in full in respect of any of the Notes tendered in acceptance of the Notes Offer, the Offeror reserves the right to reduce the Notes Offer Price payable in respect of such Notes by the amount of such interest, payment, right or other distribution.

4.7 Warranty

Section 3.7 of the Notes Offer Letter states that a Note Holder who tenders his Notes in acceptance of the Notes Offer will be deemed to unconditionally and irrevocably represent, warrant and undertake to the Offeror that he sells such Notes as, or for and on behalf of, the beneficial owner(s) thereof,

(i) fully paid; (ii) free from all Encumbrances; and (iii) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including the right to receive and retain all interest, payments, rights and other distributions (if any) declared, paid or made by the Company on or after the Offer Announcement Date.

4.8 Offer and Notes Offer Mutually Exclusive

Section 3.8 of the Notes Offer Letter states that for the avoidance of doubt, whilst the Notes Offer is conditional upon the Offer becoming or being declared unconditional in all respects in accordance with its terms, the Offer is not conditional upon acceptances received in relation to the Notes Offer.

The Offer and the Notes Offer are separate and are mutually exclusive. The Notes Offer does not form part of the Offer, and vice versa. Without prejudice to the foregoing, if a Note Holder converts his Notes in order to accept the Offer in respect of the new Shares to be issued pursuant to such conversion, he may not accept the Notes Offer in respect of such converted Notes. Conversely, if a Note Holder wishes to accept the Notes Offer in respect of his Notes, he may not convert those Notes in order to accept the Offer in respect of the new Shares to be issued pursuant to such conversion.

4.9 Acceptances are irrevocable

Section 3.9 of the Notes Offer Letter states that acceptances of the Notes Offer shall be irrevocable.

4.10 Duration of the Notes Offer

Section 3.10 of the Notes Offer Letter states that the Notes Offer shall remain open for acceptance until 4.30 p.m. (UK time) on the Closing Date.

4.11 Choices

Section 3.11 of the Notes Offer Letter states that a Note Holder can, in relation to all or part of his Notes, either:

(A) accept the Notes Offer in respect of such Notes in accordance with the terms and conditions of this Notes Offer Letter; or

(B) subject to the relevant terms and conditions of the Notes, convert such Notes and participate in the Offer in respect of the new Shares to be issued pursuant to such conversion; or

3 Bloomberg L.P. has not consented to the inclusion of the exchange rates quoted in this Circular, the Offer Document or the Notes Offer Letter and is thereby not liable for the inclusion of such information in this Circular, the Offer Document or the Notes Offer Letter. The Offeror has included the above information in their proper form and context in Notes Offer Letter and has not verified the accuracy of these statements and the Company has replicated such information in identical form in this Circular and has verified the accuracy of these statements.

5. NO BONDS OFFER

5.1 Outstanding Bonds. Section 4.1 of the Offer Document states that as at the Offer Document LPD, based on information available to the Offeror, an aggregate of US$2.1 million in principal amount of 2.5% convertible bonds due 2015 which were issued by the Company on 15 August 2011 remained outstanding. The Bonds are convertible by the Bond Holders into 434,700 new Shares (subject to such adjustments provided for under the terms of the Bonds), which represent a fixed conversion price of US$4.83 per Share (or approximately the equivalent of £2.91 per Share) (assuming no adjustment event has occurred) (the "Bond Conversion Price"). According to the Company, no adjustment event has occurred since the date of issue of the Bonds. The Bonds, if fully converted at the Bond Conversion Price, would represent approximately 0.8% of the maximum potential share capital of the Company.

5.2 Certain Terms of the Bonds. Section 4.2 of the Offer Document states that under the terms of the Bonds, an event of default will be triggered upon the delisting of the Company which will require all of the Bonds to be redeemed by the Company on the date falling seven days after the date of delivery of the notice of the event of default.

5.3 No Bonds Offer or Proposal. Section 4.3 of the Offer Document states that under the terms of the Bonds, the Bonds are not transferable unless the Company otherwise agrees to such a transfer. In view of this restriction, the Offeror will not make an offer to acquire the Bonds. For the avoidance of doubt, the Offer will be extended, on the same terms and conditions, to all new Shares unconditionally issued or to be issued pursuant to the valid conversion of any Bond prior to the close of the Offer.

6. OTHER DETAILS OF THE OFFER FOR SECURITIES

6.1 Duration of the Offer for Securities

(A) First Closing Date. The Offer, Options Proposal and Notes Offer are open for acceptance by Shareholders, Option Holders and Notes Holders respectively for at least 28 days from the Offer Document Despatch Date unless the Offer is withdrawn with the consent of the SIC and every person is released from any obligation incurred thereunder. Accordingly, the Offer for Securities will close at 4.30 p.m. on 13 October 2014 (Monday, UK time), or such later date(s) as may be announced from time to time by or on behalf of the Offeror.

(B) No Obligation to Extend the Offer for Securities. The Offeror is not obliged to extend the Offer for Securities if the conditions specified in Section 2.5 above are not fulfilled or waived (as the case may be) by 4.30 p.m. (UK time) on the Closing Date. However, if the Offer for Securities is extended and:

(i) the Offer is not unconditional as to acceptances as at the date of such extension, the announcement of the extension must state the next Closing Date; or

(ii) the Offer is unconditional as to acceptances as at the date of such extension, the announcement of the extension need not state the next Closing Date but may state that the Offer for Securities will remain open until further notice. In such a case, the Offeror must give Securityholders who have not accepted the relevant Offer for Securities at least 14 days' prior notice in writing before it may close the Offer for Securities.

(C) Offer for Securities to Remain Open for 14 Days after Offer becomes or is Declared to be Unconditional as to Acceptances. In order to give Shareholders, Option Holders and Notes Holders, as the case may be, who have not accepted the Offer for Securities the opportunity to accept the Offer for Securities after the Offer has become or is declared to be unconditional as to acceptances, the Offer for Securities will remain open for a period (the "Rule 22.6 Period") of not less than 14 days after the date on which the Offer for Securities would otherwise have closed.

This requirement does not apply if, before the Offer has become or is declared to be unconditional as to acceptances, the Offeror has given Securityholders at least 14 days' notice in writing (the "Shut-Off Notice") that the Offer for Securities will not be open for acceptance beyond a specified Closing Date, provided that:

(i) the Offeror may not give a Shut-Off Notice in a competitive situation; and

(ii) the Offeror may not enforce a Shut-Off Notice, if already given, in a competitive situation.

If a declaration that the Offer is unconditional as to acceptances is confirmed in accordance with Paragraph 5.1 of Appendix 1 of the Offer Document, the Rule 22.6 Period will run from the date of such confirmation or the date on which the Offer for Securities would otherwise have closed, whichever is later.

(D) Final Day Rule. The Offer (whether revised or not) will not be capable:

(i) of becoming or being declared to be unconditional as to acceptances after 5.30 p.m. on the 60th day after Offer Document Despatch Date; or

(ii) of being kept open after such 60-day period unless the Offer has previously become or been declared to be unconditional as to acceptances,

provided that the Offeror may extend the Offer beyond such 60-day period with the SIC's prior consent (the "Final Day Rule"). The SIC will consider granting such permission in circumstances, including but not limited to, where a competing offer has been announced.

(E) Revision. If the Offer for Securities is revised, the Offer for Securities will remain open for acceptances for at least 14 days from the date of posting of the written notification of the revision to Securityholders. In any case, where the terms are revised, the benefit of the Offer for Securities (as so revised) will be made available to each of the Securityholders who have previously accepted the Offer for Securities.

6.2 Details of the Offer for Securities

The Offer, the Options Proposal and the Notes Offer are made in accordance with the principal terms and conditions as set out in the Offer Document, Options Proposal Letter and Notes Offer Letter respectively. Further details on, inter alia, (a) the settlement of the consideration for the Offer for Securities, (b) the requirements relating to the announcement of the level of acceptances of the Offer for Securities and (c) the right of withdrawal of acceptances of the Offer for Securities are set out in Appendix 2 of the Offer Document.

6.3 Procedures for Acceptance

Sections 2.9 of the Offer Document states that Appendix 3 of the Offer Document sets out the procedures for acceptance of the Offer.

Section 4.1 of the Options Proposal Letter sets out the procedures for acceptance of the Options Proposal.

Section 4.1 of the Notes Offer Letter sets out the procedures for acceptance of the Notes Offer.

7. IRREVOCABLE UNDERTAKINGS

7.1 Section 8 of the Offer Document states that as at the Offer Document LPD, the Undertaking Shareholders, namely, Keresa Plantations Sendirian Berhad, Steadfast Capital, L.P., American Steadfast, L.P., Steadfast International Master Fund Ltd, East Pacific Capital Limited, Dennis Nicholas Melka, Waddell Holding Limited, Graeme Iain Brown and Tan Sri Datuk Amar Leonard Linggi, have each given Irrevocable Undertakings in favour of the Offeror to, inter alia, accept, or procure the acceptance of, the Offer in respect of an aggregate of 28,011,209 Undertaking Shares that are directly or indirectly held and/or controlled by the Undertaking Shareholders, representing approximately 59.9% of the total number of issued Shares as at the Offer Document LPD.

7.2 Pursuant to the Irrevocable Undertakings, the Undertaking Shareholders have each undertaken to the Offeror, inter alia:

(A) to accept, or procure the acceptance of, the Offer in respect of their respective Undertaking Shares;

(B) not to: (i) sell, transfer, charge, encumber, grant any option over or otherwise dispose of any of the Undertaking Shares or any other shares or securities in the Company except to the Offeror under the Offer; (ii) accept any other offer in respect of any of the Undertaking Shares (whether it is conditional or unconditional and irrespective of the means by which it is to be implemented); (iii) vote in favour of any scheme of arrangement of the Company which is proposed in competition with the Offer; or (iv) withdraw the acceptance referred to in Section 7.2(A) above in respect of any of the Undertaking Shares even though they may become entitled to withdraw it/them under the rules of the Code or any provision in the Offer Document giving effect to the Code; and

(C) in respect of the Undertaking Shareholders who are directors of the Company, to, no later than the business day following the date on which the Offer becomes or is declared unconditional in all respects, convene (or join in convening) and attend a meeting of the directors of the Company and will propose (or join in proposing) and vote in favour of resolutions to appoint as directors of the Company such persons as are nominated by the Offeror and shall not vote in favour of any resolution proposing the appointment of any other persons as directors of the Company without the prior consent of the Offeror, and if required by the Offeror, to resign as a director of, and from such other position in, the Company and waive all claims that he may have against the Company except for any monthly salary accrued to him.

7.3 Section 8.3 of the Offer Document states that the names of the Undertaking Shareholders and the number of Undertaking Shares to be tendered by each of them in acceptance of the Offer are as follows:

Name of Undertaking Shareholders	Number of Shares	Percentage of issued Shares (%)(1)(3)	Percentage of maximum potential share capital of the Company (%) (2)(3)
Keresa Plantations Sendirian Berhad	13,749,208	29.4%	25.2%
Steadfast Capital, L.P.	437,564	0.9%	0.8%
American Steadfast, L.P.	2,361,285	5.0%	4.3%
Steadfast International Master Fund Ltd	4,861,151	10.4%	8.9%
East Pacific Capital Limited	2,210,000	4.7%	4.0%
Dennis Nicholas Melka	250,000	0.5%	0.5%
Waddell Holding Limited	2,101,001	4.5%	3.8%
Graeme Iain Brown	5,000	n.m.(4)	n.m.(4)
Tan Sri Datuk Amar Leonard Linggi	2,036,000	4.4%	3.7%
Total	28,011,209	59.9%	51.3%

Notes:

(1) As a percentage of the total number of 46,761,134 Shares in issue as at the Offer Document LPD. As at the Offer Document LPD, the Company does not hold any Shares in treasury.

(2) As a percentage of the maximum potential share capital of the Company of 54,650,875 Shares, assuming all the outstanding Options, Bonds and Notes are exercisable or convertible (as the case may be) prior to the close of the Offer.

(3) For the purposes of the table above, all percentage figures are rounded to the nearest one decimal place. Any discrepancies in the table above between the listed amounts and the totals thereof are due to rounding.

(4) Not meaningful.

7.4 Each of Dennis Nicholas Melka, Graeme Iain Brown and Tan Sri Datuk Amar Leonard Linggi holds the following outstanding Options:

Name of Undertaking Shareholders	Number of Options(1)		Total(2)	Percentage of maximum potential share capital of the Company (%)(3)(4)
	Vested	Unvested
Dennis Nicholas Melka	975,000	275,000	1,250,000	2.3
Graeme Iain Brown	1,225,000	275,000	1,500,000	2.7
Tan Sri Datuk Amar Leonard Linggi	375,000	125,000	500,000	0.9
Total			3,250,000	5.9

Notes:

(1) Each Option is exercisable into one new Share, upon vesting and becoming exercisable.

(2) Assuming all Options are vested and exercisable.

(3) As a percentage of the maximum potential share capital of the Company of 54,650,875 Shares, assuming all the outstanding Options, Bonds and Notes are exercisable or convertible (as the case may be) prior to the close of the Offer.

(4) For the purposes of the table above, all percentage figures are rounded to the nearest one decimal place. Any discrepancies in the table above between the listed amounts and the totals thereof are due to rounding.

7.5 Pursuant to their respective Irrevocable Undertakings, each of Dennis Nicholas Melka, Graeme Iain Brown and Tan Sri Datuk Amar Leonard Linggi undertook to the Offeror, inter alia:

(A) to accept, or procure the acceptance of, the Options Proposal in respect of all Options granted to each of them under the Scheme in accordance with the terms of the Options Proposal; and not to exercise any of their Options, or will procure that they are not exercised, into Shares.

7.6 All obligations under the Irrevocable Undertakings will lapse if: (i) the Offer Document has not been posted within 21 days after the Offer Announcement Date (or within such longer period as the Offeror, with the consent of the SIC, determines); or (ii) the Offer lapses or is withdrawn.

7.7 Notwithstanding their Irrevocable Undertakings, since the Offer Document Date, each of Dennis Nicholas Melka, Graeme Iain Brown and Tan Sri Datuk Amar Leonard Linggi has discussed with the Offeror the possibility of exercising certain of their Options and subsequently accepting the Offer in respect of the Shares issued upon exercise of such Options. As at the Latest Practicable Date, Mr. Melka, Mr. Brown and Mr. Tan Sri Linggi have not exercised any of their Options. Any exercise of Options by them following the Latest Practicable Date would be subject to the Offeror agreeing to waive their obligations to accept the Options Proposal in respect of such Options under their Irrevocable Undertakings. In the event that any of their Options are exercised following the Latest Practicable Date and prior to the Closing Date, Mr. Melka, Mr. Brown and Mr. Tan Sri Linggi have indicated to the Company their intention to accept the Offer in respect of the Shares issued as a result of such exercise.

7.8 Section 8.7 of the Offer Document states that, save as set out above, neither the Offeror nor any party acting in concert with it has received any irrevocable undertaking from any party to accept or reject the Offer, the Notes Offer and/or the Options Proposal as at the Latest Practicable Date.

8. INFORMATION ON THE OFFEROR

Section 6.1 of the Offer Document states that the Offeror, based in Malaysia, is a leading globally-integrated, diversified agri-business company focusing on the whole supply chain of palm oil and rubber, sugar manufacturing and downstream activities in oils & fats and oleo-chemicals. The Offeror operates globally in more than 10 countries across 4 continents such as North America, Europe, Asia, and Australia. Incorporated in Malaysia as a private limited company in 2007, the Offeror initially operated as the commercial arm of the Federal Land Development Authority (FELDA) of Malaysia. On 28 June 2012, the Offeror was listed on the main market of Bursa Malaysia as Felda Global Ventures Holdings Berhad.

As at the Offer Document LPD, the directors of the Offeror were YB Tan Sri Haji Mohd Isa Dato' Haji Abdul Samad, Mohd Emir Mavani Abdullah, Tan Sri Dato' Sri Dr. Wan Abdul Aziz Wan Abdullah, Datuk Dr. Omar Salim, Dato' Yahaya Abd Jabar, Tan Sri Ismee Ismail, Datuk Nozirah Bahari, YB Datuk Noor Ehsanuddin Bin Haji Mohd Harun Narrashid, Fazlur Rahman Bin Ebrahim, Datuk Hj. Faizoull Bin Ahmad, and Tan Sri Dr. Sulaiman Bin Mahbob.

As at the Offer Document LPD, the Offeror had an issued and paid-up share capital of RM3,648,151,501 comprising 3,648,151,500 ordinary shares of RM1.00 each and 1 special share of RM1.00 and had a market capitalisation of RM14,045 million (approximately equivalent to £2,685 million). Further information on the Offeror Group is available on its website at http://www.feldaglobal.com.

Additional information regarding the Offeror is set out in Appendix 4 of the Offer Document.

9. RATIONALE FOR THE OFFER FOR SECURITIES

The full text of the rationale for the Offer of Securities has been extracted from Section 9 of the Offer Document. All terms and expressions used in the extract below shall have the same meanings as those defined in the Offer Document, unless otherwise stated. Shareholders are advised to read the extract below carefully and note the Offeror's intentions relating to the Company as set out therein.

"9 RATIONALE FOR THE OFFER

9.1 The Offeror pursues a strategic expansion programme to ensure the continued growth of its businesses. 50% of the Offeror's listing proceeds of RM4.5 billion has been earmarked to pursue strategic expansion of its upstream business. The proposed acquisition of the Offeree Group through the Offer is in line with the Offeror's expansion roadmap.

9.2 The Offeror will have the opportunity to tap into the Company's established plantation and milling operations in Sarawak. This will result in the expansion of the Offeror's plantation presence in Sarawak and increase its plantation landbank by approximately 24,622 hectares. The Offer is also expected to give rise to cost savings from operational synergies following the integration of the businesses. This is expected to contribute positively to the enlarged Offeror Group's financial performance in the future.

9.3 The Offer provides the Shareholders, Option Holders, Bond Holders and Note Holders the opportunity to realise their investments in cash."

10. OFFEROR'S INTENTIONS RELATING TO THE COMPANY

The full text of the Offeror's intentions relating to the Company has been extracted from Section 10 of the Offer Document. All terms and expressions used in the extract below shall have the same meanings as those defined in the Offer Document, unless otherwise stated. Shareholders are advised to read the extract below carefully and note the Offeror's intentions relating to the Company as set out therein.

"10 THE OFFEROR'S INTENTION FOR THE COMPANY

10.1 The Offeror's Future Plans for the Company. Following the close of the Offer, the Offeror will undertake a comprehensive review of the businesses and fixed assets of the Offeree Group. This review will help the Offeror to determine the optimal business strategy for the Offeree Group. Save as disclosed in this Offer Document, the Offeror intends to continue the Offeree Group's existing businesses and presently has no plans to (a) introduce any major changes to the existing businesses of the Offeree Group; (b) redeploy any of the fixed assets of the Offeree Group; or (c) discontinue the employment of any of the existing employees of the Offeree Group, in each case, other than in the ordinary course of business. However, the Offeror retains the flexibility at any time to consider any options or opportunities in relation to the Offeree Group which may present themselves and which it may regard to be in the interests of the Offeree Group.

10.2 Compulsory Acquisition. If the Offeror receives valid acceptances pursuant to the Offer in respect of not less than 90% of the total Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer and excluding any treasury shares), the Offeror will be entitled to exercise its right in accordance with Section 215(1) of the Companies Act to compulsorily acquire, at the Offer Price, all the Shares of Shareholders who have not accepted the Offer. In addition, in accordance with Section 215(11) of the Companies Act, any Shares which the Offeror acquires or contracts to acquire, other than through valid acceptances of the Offer, for a consideration that does not exceed that under the Offer, shall be deemed to be acquired by virtue of valid acceptances of the Offer.

The Offeror intends to make the Company its wholly-owned subsidiary and does not intend to preserve the listing status of the Company. Accordingly, the Offeror, when entitled, intends to exercise its rights to compulsorily acquire all the Shares from Shareholders who have not accepted the Offer on the same terms as those offered under the Offer.

If the Offeror acquires such number of Shares which, together with Shares held by it, its related corporations and their respective nominees, comprise 90% or more of the total Shares (excluding treasury shares), Shareholders who have not accepted the Offer have a right to require the Offeror to acquire their Shares on the same terms as those offered under the Offer in accordance with Section 215(3) of the Companies Act. Shareholders who have not accepted the Offer and who wish to exercise such right are advised to seek their own independent professional advice if in doubt.

10.3 Cancellation of Trading on AIM. If the Offeror acquires or agrees to acquire a total of 75% of the voting rights attached to the Shares in issue, the Offeror intends to seek the cancellation of admission to trading of the Depositary Interests on AIM in accordance with the AIM Rules. It is anticipated that any cancellation of admission to trading on AIM would take effect noearlier than 20 clear business days after the Offeror has acquired or agreed to acquire 75% of the voting rights attaching to the Shares. The cancellation would significantly reduce the liquidity and marketability of Depositary Interests representing Shares not assented to the Offer at that time."

11. DISCLOSURES OF HOLDINGS AND INTERESTS IN SECURITIES

The full text of the disclosures of holdings and dealings in securities of the Company of the Offeror, the Offeror's directors and the parties acting in concert with them had been extracted from Section 12 of the Offer Document. All terms and expressions used in the extract below shall have the same meanings as those defined in the Offer Document, unless otherwise stated.

"12 DISCLOSURES OF HOLDINGS AND DEALINGS IN COMPANY SECURITIES

12.1 Holdings and Dealings. As at the Latest Practicable Date and based on information available to the Offeror, save as disclosed in this Offer Document:

12.1.1 neither the Offeror, its Directors nor any parties acting in concert with the Offeror owns, controls, or has agreed to acquire any Shares or securities which carry voting rights in the Company or convertible securities, warrants, options or derivatives in respect of such Shares or securities which carry voting rights in the Company (the "Company Securities"); and

12.1.2 neither the Offeror, its Directors nor any parties acting in concert with the Offeror has dealt for value in any Company Securities during the Reference Period.

12.2 Irrevocable Undertakings

12.2.1 As at the Latest Practicable Date, save for the Irrevocable Undertakings, neither the Offeror nor any parties acting in concert with the Offeror has received any irrevocable undertaking from any party to accept or reject the Offer, the Notes Offer and/or the Options Proposal.

12.2.2 As at the Latest Practicable Date, save as disclosed in Section 8 of this Offer Document, based on information available to the Offeror, none of the Undertaking Shareholders owns, controls, or has agreed to acquire any Company Securities.

12.2.3 As at the Latest Practicable Date, based on information available to the Offeror, none of the Undertaking Shareholders has dealt for value in any Company Securities during the Reference Period.

12.3 Other Arrangements in respect of the Company's Securities

12.3.1 As at the Latest Practicable Date, neither the Offeror nor any parties acting in concert with the Offeror has:

(a) granted any security interest relating to any Company Securities to any person, whether through a charge, pledge or otherwise;

(b) borrowed any Company Securities from another person (excluding borrowed Company Securities which have been on-lent or sold); or

12.4 Further Disclosures. Appendix 6 to this Offer Document sets out further disclosures required to be made in connection with the Offer."

12. ADVICE AND RECOMMENDATION IN RELATION TO THE OFFER FOR SECURITIES

12.1 Appointment of Independent Financial Adviser

MSCF has been appointed as the IFA to the Directors in respect of the Offer for Securities.

12.2 Directors

The Directors are required by the SIC to make a recommendation to the Securityholders in respect of the Offer, the Options Proposal and/or the Notes Offer (as the case may be).

Since the appointment by the Company of the IFA and the release of the Offer Document, the SIC has ruled that whilst Mr. Tan Sri Datuk Leonard Linggi, Mr. Dennis Melka and Mr. Graeme Brown have each irrevocably undertaken to the Offeror to accept the Offer and the Options Proposal, they are not considered to have irreconcilable conflicts of interest for the purposes of the Code and are therefore not exempted from the requirement to make a recommendation to Securityholders in respect of the Offer for Securities. All Directors are therefore required to make recommendations to the Securityholders in respect of the Offer, the Options Proposal and/or the Notes Offer (as the case may be).

All the Directors are jointly and severally responsible for the accuracy of facts stated and completeness of the information given by the Company to the Securityholders on the Offer for Securities, including information contained in announcements and documents issued by or on behalf of the Company in connection with the Offer for Securities.

12.3 MSCF's Advice to the Directors in relation to the Offer for Securities

The advice of MSCF to the Directors on the Offer for Securities is set out in the IFA Letter annexed as Appendix 1 of this Circular.

In arriving at its advice to the Directors, MSCF has relied on the following key considerations as set out in Section 9 of the IFA Letter and reproduced in italics below. The considerations set out below should be considered and read by Securityholders in conjunction with, and in the context of, the full text of the IFA Letter. All terms and expressions used in the extract below shall have the same meanings as those defined in the IFA Letter, unless otherwise stated.

"9. ASSESSMENT OF THE FINANCIAL TERMS OF THE OFFER

In our assessment of the financial terms of the Offer, we have considered the following which we consider to be pertinent and to have a significant bearing on our assessment of the Offer:

9.1 Historical financial performance of the APL Group;

9.2 Net Asset Value ("NAV") and Revalued NAV ("RNAV") of the APL Group;

9.3 Historical market price performance and trading activity of the Shares;

9.4 Valuation statistics of selected companies broadly comparable to the APL Group;

9.5 Mergers and acquisition transactions in the oil palm sector;

9.6 Successful privatisation/delisting of companies listed on London Stock Exchange and Singapore Exchange Securities Trading Limited ("SGX-ST");

9.7 Dividend record of the Company;

9.8 Evaluation of the Options Proposal;

9.9 Evaluation of the Notes Offer, and

9.10 Other considerations in relation to the Offer which has significant bearing on our assessment;

These factors are discussed in greater detail in the following sections."

The advice of MSCF to the Directors in respect of the Offer for Securities has been extracted from the IFA Letter and is reproduced in italics below:

"10. OPINION

In arriving at our opinion on the Offer, we have taken into account the following key considerations (which should be read in conjunction with, and in the context of, the full text of this IFA Letter):

1. The APL Group has been loss-making from FY2011 to FY2013.

2. The NAV and RNAV of the APL Group is £0.56 and £2.27 respectively and the PB and P/RNAV ratios as implied by the Offer Price is 3.91 and 0.97 respectively.

3. The Shares had traded within the range of £1.95 and £2.53 for the 12-month period before the Offer Announcement Date. A substantial volume of the Shares traded at or below the Offer Price during the 6-month period before 1 March 2014. On 3 March 2014, the Shares reached its high of £2.53 possibly due to the press speculation which suggested that the Company was in discussions with the Offeror to dispose of all its issued share capital to the Offeror. The Shares subsequently fell to a level below £2.20 after the effect of the speculation subsided.

4. The CPO futures price has been trading in a downward trend after March 2014 and we note the correlation between the Company's share price and the CPO futures price.

5. Although the Offer Price represented a discount of 3.0% to the VWAP for the 6-month period prior to and including the Last Trading Day, the Offer Price represented a premium of 3.5%, 6.1%, 4.3% and 5.0% to the last transacted price on the Last Trading Day, VWAP for the 1-month, 3-month and 12-month periods prior to and including the Last Trading Day respectively.

6. In comparison with the Selected Comparable Companies:

• The EV/Sales ratio of 13.02 times as implied by the Offer Price is higher than the range of EV/Sales of the Selected Comparable Companies;

• The PB ratio of 3.91 of the Company as implied by the Offer Price is within the range and it is higher than the mean and median of the PB ratios of the Selected Comparable Companies; and

• The P/RNAV ratio of 0.97 is within the range and lower than the mean and median of the PB ratios of the Selected Comparable Companies.

7. In comparison with the Completed M&A Transactions:

• The EV/Sales ratio of 13.02 is higher than the high reported in the Completed M&A Transactions;

• The PB ratio of 3.91 of the Company as implied by the Offer Price is above the range of PB ratios of the Completed M&A Transactions; and

• The P/RNAV ratio of 0.97 is within the range and below the mean and median of the PB ratios of the Completed M&A Transactions.

8. In comparison with the Successful Privatisation Transactions in the London Stock Exchange:

• The premium of 3.5% as implied by the Offer Price to the last transacted price of the Shares on the Last Trading Day is within the corresponding range but below the mean and median in the Successful Privatisation Transactions;

• The premium of 6.1% as implied by the Offer Price over the VWAP for the 1-month period prior to and including the Last Trading Day is within the corresponding range but below the mean and median in the Successful Privatisation Transactions;

• The premium of 4.3% as implied by the Offer Price over the VWAP for the 3-month period prior to and including the Last Trading Day is within the corresponding range but below the mean and median in the Successful Privatisation Transactions;

• The discount of 3.0% as implied by the Offer Price over the VWAP for the 6-month period prior to and including the Last Trading Day is within the corresponding range but below the mean and median in the Successful Privatisation Transactions;

9. In comparison with the Successful Privatisation Transactions in the SGX-ST:

• The Company's PB ratio of 3.91 is above the range of PB ratios of the Successful Privatisation Transaction; and

• The P/RNAV ratio of 0.97 is within the high and low range and it is below the mean but above the median of the PB ratios of the Successful Privatisation Transaction.

10. The Company has not announced or paid any dividends in the last 5 financial years.

11. The Option Price is £0.001 for the 800,000 Options with exercise price of S$5.07, £0.001 for the 100,000 Options with an exercise price of S$4.89 and £1.45 for the 3,295,000 Options with exercise price of S$1.55. Comparing the Option Price to the theoretical value of the Options of

£0 for the 800,000 Options with exercise price of S$5.07, £0 for the 100,000 Options with an exercise price of S$4.89 and the theoretical value of the Options of £1.42 for the 3,295,000 Options with exercise price of S$1.55, the Option Price of £0.001 and £1.45 is more than the theoretical values of the respective Options.

12. The Notes Offer Price of each US$1,000,000 in principal amount of Notes, which is based on a fixed exchange rate of £1.00 to US$1.6088 and a fixed conversion price of £2.86 as per the Note Agreement is £478,139.35. Comparing the Notes Offer Price with the redemption of value of each US$1,000,000 in principal amount of Notes which is £609,550 of principal amount and a yield of 15% internal rate of return on the principal amount plus any accrued interest, the Notes Offer Price is lower than the redemption value.

13. The intention of the Offeror to seek the cancellation of admission to trading on AIM and the implications of such cancellation.

14. The Directors have confirmed that, as at the Latest Practicable Date, they have not received any competing offers or proposals from any third party and we have not noted any publicly available evidence that suggested that an alternative offer for the Shares by any third party is available.

15. The Undertaking Shareholders who hold 59.9% of the total issued Shares have undertaken to the Offeror to accept, or procure the acceptance of the Offer in respect of their respective Undertaking Shares.

16. The Undertaking Option Holders, who hold 83% of the total outstanding Options, have undertaken to accept, or procure the acceptance of the Options Proposal in respect of their respective Options or, should the Undertaking Option Holders be authorised by the Offeror to exercise any of their Options prior to the Closing Date, intend to accept the Offer in respect of the Shares issued as a result of any exercise of such Options.

Having regard to the analysis set out in this IFA Letter and information available as at the Latest Practicable Date, we are of the opinion that the Offer is fair and reasonable based on the following key justifications:

(a) The Offer Price is higher than the historical share price of the Company after disregarding the historical high that was possibly due to press speculation;

(b) The CPO futures price is in a downward trend and the share price may be similarly affected; and

(c) The Offeror intends to delist the Company from AIM if it acquires a total of 75% of the voting rights attached to the Shares, which will substantially affect the liquidity and marketability of the Shares. The Offeror has already received Irrevocable Undertakings for the Undertaking Shares representing 59.9% of the total issued Shares.

However, the Offer is not compelling from financial point of view specifically due to the following reasons:

(a) The Offer Price is at lower premium over VWAP as compared to the mean and median of premiums over VWAP of Successful Privatisation Transactions; and

(b) The Offer Price is at 3.4% discount to the RNAV of the APL Group.

Having considered the above mentioned justifications and reasons carefully, we advise the Directors to recommend that Shareholders ACCEPT the Offer.

Having regard to the considerations set out in this IFA Letter and information available as at the Latest Practicable Date, we are of the opinion that the Options Proposal is fair and reasonable and accordingly, we advise the Directors to recommend that Option Holders ACCEPT the Options Proposal.

Having regard to the considerations set out in this IFA Letter and information available as at the Latest Practicable Date, we are of the opinion that the financial terms of Notes Offer are not fair from a market perspective and accordingly, we advise the Directors to recommend that Note Holders REJECT the Notes Offer."

12.4 Recommendation of the Directors

The Directors have considered carefully the terms of the Offer for Securities and the advice given by MSCF to the Directors in the IFA Letter. The Directors CONCUR with MSCF's assessment of the terms of the Offer for Securities from a financial point of view, which is summarised below:

Offer:

Fair and reasonable, so far as the Shareholders are

Concerned

The Directors recommend that Shareholders accept the Offer

Options Proposal:

Fair and reasonable, so far as the Optionholders are concerned

The Directors recommend that Option Holders accept the Options

Notes Offer:

Not fair and not reasonable from a market perspective, so far as the Noteholders are concerned

The Directors recommend the Note Holders reject the Notes Offer

In making the above recommendations, the Directors wish to highlight to Securityholders the factors highlighted by MSCF set out in italics in Section 12.3 above.

Shareholders are advised to seek their own independent professional advice regarding any possible tax consequences of accepting the Offer and disposing of their Offer Shares.

Securityholders are advised to read the IFA Letter set out in Appendix 2 to this Circular in its entirety, and other relevant information set out in this Circular carefully before deciding whether to accept or reject the Offer for Securities. Securityholders are also urged to read the Offer Document carefully. Securityholders should note that MSCF's advice to the Directors in respect of the Offer for Securities should not be relied upon by any Securityholder as the sole basis for deciding whether or not to accept the Offer for Securities.

Securityholders should note that the advice by MSCF to the Directors in respect of the Offer for Securities is based on information made available to MSCF prior to, and including, the Latest Practicable Date, and cannot and does not take into account the future trading activity or patterns or price levels that may be established for the Shares, Options and Notes after the Latest Practicable Date as these are governed by factors beyond the scope of MSCF's review.

In rendering the above advice and making the above recommendation, MSCF and the Directors have not had regard to any general or specific investment objectives, financial situations, risk profiles, tax positions and/or particular needs and constraints of any specific Securityholder. As different Securityholders would have different investment profiles and objectives, the Directors recommend that any specific Securityholder who may require specific advice in relation to his Shares, Options or Notes should consult his stockbroker, bank manager, solicitor, accountant or other professional advisers.

13. OVERSEAS SHAREHOLDERS

Shareholders whose addresses are outside the United Kingdom and Singapore as shown on the register of members of the Company or as the case may be in the records of the Depositary (each an "Overseas Shareholder") should refer to Section 14.5 of the Offer Document, an extract of which is set out in italics below. All terms and expressions used in the extract below shall have the same meanings as those defined in the Offer Document, unless otherwise stated.

"14. OVERSEAS SHAREHOLDERS

14.1 Overseas Jurisdictions. This Offer Document does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Offer Document in any jurisdiction in contravention of applicable law. The Offer is made solely by the Offer Document and the Acceptance Form.

14.2 The release, publication or distribution of this Offer Document in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Offer Document is released, published or distributed should inform themselves about and observe such restrictions.

14.3 Copies of this Offer Document, the Acceptance Form and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where the making of or the acceptance of the Offer would violate the applicable law of that jurisdiction ("Restricted Jurisdiction") and will not be capable of acceptance by any such use, instrumentality or facility within any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

14.4 The Offer (unless otherwise determined by the Offeror and permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities.

14.5 Overseas Shareholders. The availability of the Offer to, and the ability of, the Shareholders who are not resident in the United Kingdom or Singapore or whose registered addresses as shown in the Registers are outside the United Kingdom or Singapore (each an "Overseas Shareholder") to accept the Offer may be affected by the laws of the relevant overseas jurisdictions. Overseas Shareholders should inform themselves of, and observe, any applicable requirements in the relevant overseas jurisdictions. Accordingly, Overseas Shareholders should inform themselves of, and observe, any applicable legal requirements in the relevant overseas jurisdictions. Where there are potential restrictions on sending this Offer Document and/or the Acceptance Form to any overseas jurisdiction, the Offeror and Merrill Lynch each reserves the right not to send these documents to Overseas Shareholders in such overseas jurisdictions. For the avoidance of doubt, the Offer is open to all Shareholders holding Offer Shares, including those to whom this Offer Document and/or the Acceptance Form have not been, or may not be, sent.

14.6 Copies of this Offer Document. Subject to compliance with applicable laws, any affected Overseas Shareholder may, nonetheless, attend in person and obtain copies of this Offer Document, the Acceptance Form and any related documents, during normal business hours, from the date of this Offer Document and up to the Closing Date, from the Offeror c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, the United Kingdom (or such other address as may be specified by the Offeror). Alternatively, an Overseas Shareholder may, subject to compliance with applicable laws, write in to the Offeror c/o Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, the United Kingdom (or such other address as may be specified by the Offeror) to request for this Offer Document, the Acceptance Form and any related documents to be sent to an address in the United Kingdom or Singapore by ordinary post at the Overseas Shareholder's own risk, prior to the Closing Date.

14.7 It is the responsibility of any Overseas Shareholder who wishes (a) to request for this Offer Document, the Acceptance Form and any related documents, and/or (b) to accept the Offer, to satisfy himself as to the full observance of the laws of the relevant overseas jurisdiction in that connection, including the obtaining of any governmental or other consent which may be required, and compliance with all necessary formalities or legal requirements and the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. SuchOverseas Shareholder shall be liable for any such taxes, imposts, duties or other requisite payments payable and the Offeror, its related corporations, Merrill Lynch and/or any person acting on their behalf shall be fully indemnified and held harmless by such Overseas Shareholder for any such taxes, imposts, duties or other requisite payments as the Offeror, its related corporations, Merrill Lynch and/or any person acting on their behalf may be required to pay. In (i) requesting for this Offer Document, the Acceptance Form and/or any related documents and/or (ii) accepting the Offer, the Overseas Shareholder represents and warrants to the Offeror and Merrill Lynch that he is in full observance of the laws of the relevant jurisdiction in that connection, and that he is in full compliance with all necessary formalities or legal requirements.

14.8 Any Overseas Shareholder who is in any doubt about his position should consult his professional adviser in the relevant jurisdiction.

14.9 Notice. The Offeror and Merrill Lynch each reserves the right to (a) reject any acceptance of the Offer where it believes, or has reason to believe, that such acceptance may violate the applicable laws of any jurisdiction; and (b) notify any matter, including the despatch of this Offer Document, the Acceptance Form and/or any formal documentation relating to the Offer, and the fact that the Offer has been made, to any or all Shareholders (including the Overseas Shareholders) by announcement to a Regulatory Information Service or if necessary, paid advertisement in a newspaper published and circulated in the United Kingdom, in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any Shareholder (including an Overseas Shareholder) to receive or see such announcement or advertisement."

14. ACTION TO BE TAKEN

Securityholders who wish to accept the Offer, the Options Proposal and/or the Notes Offer (as the case may be) must do so not later than 4.30 p.m. on 13 October 2014 (Monday, UK time) or such later date(s) as may be announced from time to time by or on behalf of the Offeror. Securityholders should refer to Section 6.3 of this Circular for the procedures for acceptance of the Offer for Securities.

Securityholders who do not wish to accept the Offer, the Options Proposal and/or the Notes Offer (as the case may be) need not take further action in respect of the Offer Document (including the Acceptance Forms) which has been sent to them.

15. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors (including those who may have delegated detailed supervision of this Circular) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Circular (other than the IFA Letter and the Valuation Reports) are fair and accurate and that there are no other material facts not contained in this Circular, the omission of which would make any statement in this Circular misleading.

Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, the Offer Announcement, the Offer Document, the Options Proposal Letter, the Notes Offer Letter, the Offer Document Despatch Announcement, the IFA Letter and the Valuation Reports), the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, accurately reflected or reproduced in this Circular.

In respect of the IFA Letter and the Valuation Reports, the sole responsibility of the Directors has been to ensure that the facts stated with respect to the APL Group are fair and accurate.

The Directors jointly and severally accept full responsibility accordingly.

16. ADDITIONAL GENERAL INFORMATION

Additional general information is provided in Appendix 1 of this Circular. The attention of Securityholders is also drawn to Appendices 1 to 4 which form part of this Circular.

Yours faithfully

For and on behalf of the Board of Directors

ASIAN PLANTATIONS LIMITED

TAN SRI DATUK LEONARD LINGGI

Non-Executive Chairman

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an 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, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Nothing contained in this announcement is intended as a forecast, projection or estimate of the future financial performance of the Company.

This announcement may contain forward looking statements. Such forward looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company.

The Company cannot give any assurance that the results, performance or achievements expressed or implied by the forward looking statements contained in this announcement will actually occur. Investors are cautioned not to place undue reliance on the forward looking statements.

The Company has no intention to update or revise forward looking statements or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this announcement, except where required by law.

-Ends-

For further information, please contact:

Asian Plantations Limited

Graeme Brown, Joint Chief Executive Officer

Dennis Melka, Joint Chief Executive Officer

Tel: +65 6325 0970

Strand Hanson Limited

James Harris

James Spinney

James Bellman

Mark Greaves (Singapore)

Tel: +44 (0) 20 7409 3494

Tel: +65 9670 7921

Macquarie Capital (Europe) Limited

Steve Baldwin

Tel: +44 (0) 203 037 2000

Panmure Gordon (UK) Limited

Charles Leigh-Pemberton

Tom Nicholson

Tel: +44 (0) 20 7886 2500

Tel: +65 6824 8204

This information is provided by RNS

The company news service from the London Stock Exchange

END

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