Re Despatch of Offer Documents
12 September 2014
Asian Plantations Limited
("Asian Plantations" or the "Company")
Re FELDA Global Ventures Holdings Berhad: Despatch of Offer Documents
Asian Plantations Limited (LSE: PALM), a palm oil company with operations in Malaysia, notes the Despatch of Offer Documents announcement released earlier today by FELDA Global Ventures Holdings Berhad ("FELDA"), which, on 29 August 2014, announced a voluntary conditional cash offer for the entire issued share capital of the Company. The Despatch of Offer Documents announcement is copied below and all associated documentation relating to the offer received from FELDA can be found on the Company's website at www.asianplantations.com.
"
VOLUNTARY CONDITIONAL 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)
DESPATCH OF OFFER DOCUMENT, OPTIONS PROPOSAL LETTER AND NOTES OFFER LETTER
1. INTRODUCTION
1.1 Offer Announcement. Merrill Lynch (Singapore) Pte. Ltd. (the "Financial Adviser" or "Merrill Lynch") refers to the announcement (the "Offer Announcement") released on 29 August 2014, as supplemented by the addendum announcement released on 3 September 2014, for and on behalf of Felda Global Ventures Holdings Berhad (the "Offeror"), in relation to the voluntary conditional cash offer (the "Offer") to be 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.
All terms and references used and not defined herein shall have the same meanings given to them in the Offer Announcement, unless otherwise expressly stated or the context otherwise requires.
1.2 Despatch of Offer Document. Merrill Lynch wishes to announce, for and on behalf of the Offeror, that the formal document dated 12 September 2014 (the "Offer Document") containing the terms and conditions of the Offer, the Options Proposal and the Notes Offer and enclosing the Acceptance Form (as defined below) has today been despatched to the shareholders of the Company ("Shareholders"). An electronic copy of the Offer Document is available on the website of the Company at www.asianplantations.com.
1.3 Merrill Lynch further wishes to announce, for and on behalf of the Offeror, as follows:
1.3.1 Despatch of Options Proposal Letter. A separate letter dated 12 September 2014 ("Options Proposal Letter") containing details of the proposal ("Options Proposal") to holders ("Option Holders") of outstanding options ("Options") to subscribe for new Shares granted under the Asian Plantations Limited Share Option Scheme has today been despatched to Option Holders together with the accompanying acceptance form and copies of the Offer Document. An electronic copy of the Options Proposal Letter is available on the website of the Company at www.asianplantations.com.
1.3.2 Despatch of Notes Offer Letter. A separate letter dated 12 September 2014 ("Notes Offer Letter") containing details of the offer ("Notes Offer") to holders ("Note Holders") of 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 ("Notes") has today been despatched to Note Holders together with the accompanying acceptance form and copies of the Offer Document. An electronic copy of the Notes Offer Letter is available on the website of the Company at www.asianplantations.com.
2. OFFER DOCUMENT
2.1 Depositary Interest Holders. The Offer Document contains the details on how Depositary Interest Holders may 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.
2.2 Shareholders Holding Offer Shares in Certificated Form. The Offer Document has been despatched together with a form of acceptance and transfer in respect of the Offer ("Acceptance Form") and a pre-addressed envelope, which is pre-paid for posting in the United Kingdom only, to Shareholders whose Offer Shares are not held in an uncertificated form (that is, not in CREST) ("Certificated Form").
2.3 Request for Offer Document and Acceptance Form. If you are a Shareholder (which includes a Depositary Interest Holder) and do not receive the Offer Document (and, in the case of Shareholders holding Shares in Certificated Form, together with the Acceptance Form) within a week of the date of this Announcement, please contact Computershare Investor Services PLC immediately:
2.3.1 by post at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, the United Kingdom; or
2.3.2 in person (during normal business hours only) at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, the United Kingdom; or
2.3.3 on 0870 707 4040 from within the United Kingdom or +44 870 707 4040 if calling from outside the United Kingdom between 8.30 a.m. and 5.30 p.m. (UK time, Monday to Friday).
If you hold Offer Shares in Certificated Form but you do not receive the Acceptance Form, you may obtain such an Acceptance Form from Computershare Investor Services PLC upon production of satisfactory evidence that you are a Shareholder.
2.4 Overseas Shareholders. The 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 the Offer Document in any jurisdiction in contravention of applicable law. The Offer is made solely by the Offer Document and the Acceptance Form.
The release, publication or distribution of the Offer Document in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which the Offer Document is released, published or distributed should inform themselves about and observe such restrictions.
Copies of the 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.
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.
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 the 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 the Offer Document and/or the Acceptance Form have not been, or may not be, sent.
Subject to compliance with applicable laws, any affected Overseas Shareholder may, nonetheless, attend in person and obtain copies of the Offer Document, the Acceptance Form and any related documents, during normal business hours, from the date of the 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 the 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.
It is the responsibility of any Overseas Shareholder who wishes (a) to request for the 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. Such Overseas 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 the 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.
Any Overseas Shareholder who is in any doubt about his position should consult his professional adviser in the relevant jurisdiction.
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 the 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.
Overseas Shareholders are advised to read, in its entirety, Section 14 of the Offer Document (entitled "Overseas Shareholders").
2.5 Procedures for Acceptance. Full details of the procedures for acceptance and other details of the Offer are set out in the Offer Document and in the Acceptance Form. Shareholders are advised to read the Offer Document and the Acceptance Form (in the case of Shareholders holding Offer Shares in Certificated Form) in their entirety.
3. OPTIONS PROPOSAL LETTER
3.1 Acceptance Form. Enclosed with the Options Proposal Letter is an acceptance form for the Options Proposal.
3.2 Request for Options Proposal Letter. If you are an Option Holder and do not receive the Options Proposal Letter together with the accompanying acceptance form and a copy of the Offer Document within a week of the date of this Announcement, please contact the Offeror through its receiving agent, Computershare Investor Services PLC immediately:
3.2.1 by post at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, the United Kingdom; or
3.2.2 in person (during normal business hours only) at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, the United Kingdom; or
3.2.3 on 0870 707 4040 from within the United Kingdom or +44 870 707 4040 if calling from outside the United Kingdom between 8.30 a.m. and 5.30 p.m. (UK time, Monday to Friday).
3.3 Overseas Option Holders. If you are an Option Holder whose registered address is outside the United Kingdom or Singapore, you are advised to read Paragraph 2.4 of this Announcement entitled "Overseas Shareholders" carefully. The provisions therein shall apply mutatis mutandis in respect of the Options Proposal and the Options Proposal Letter.
3.4 Procedures for Acceptance. Full details of the procedures for acceptance and other details of the Options Proposal are set out in the Options Proposal Letter and in the acceptance form enclosed therein. Option Holders are advised to read the Offer Document, the Options Proposal Letter and the acceptance form enclosed therein in their entirety.
4. NOTES OFFER LETTER
4.1 Acceptance Form. Enclosed with the Notes Offer Letter is an acceptance form for the Notes Offer.
4.2 Request for Notes Offer Letter. If you are a Note Holder and do not receive the Notes Offer Letter together with the accompanying acceptance form and a copy of the Offer Document within a week of the date of this Announcement, please contact the Offeror through its receiving agent, Computershare Investor Services PLC immediately:
4.2.1 by post at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, the United Kingdom; or
4.2.2 in person (during normal business hours only) at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, the United Kingdom; or
4.2.3 on 0870 707 4040 from within the United Kingdom or +44 870 707 4040 if calling from outside the United Kingdom between 8.30 a.m. and 5.30 p.m. (UK time, Monday to Friday).
4.3 Overseas Note Holders. If you are a Note Holder whose registered address is outside the United Kingdom or Singapore, you are advised to read Paragraph 2.4 of this Announcement entitled "Overseas Shareholders" carefully. The provisions therein shall apply mutatis mutandis in respect of the Notes Offer and the Notes Offer Letter.
4.4 Procedures for Acceptance. Full details of the procedures for acceptance and other details of the Notes Offer are set out in the Notes Offer Letter and in the acceptance form enclosed therein. Note Holders are advised to read the Offer Document, the Notes Offer Letter and the acceptance form enclosed therein in their entirety.
5. CLOSING DATE
Closing Date.Acceptances of the Offer, the Options Proposal and the Notes Offer must be received no 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, being the last day for the lodgement of acceptances of the Offer (the "Closing Date").
6. Independent Advice
Merrill Lynch is acting for and on behalf of the Offeror in connection with the Offer, the Options Proposal and the Notes Offer and does not purport to advise the Shareholders, the Option Holders, the Note Holders or any other person. In preparing its letter to Shareholders, its letter to Option Holders and its letter to Note Holders on behalf of the Offeror, Merrill Lynch has not had regard to the general or specific investment objectives, tax position, risk profiles, financial situation or particular needs and constraints of any individual Shareholder, Option Holder or Note Holder.
The views and recommendation(s) of the directors of the Company who are considered independent for the purposes of the Offer ("Independent Directors") and the advice of the independent financial adviser to the Independent Directors on the Offer, the Options Proposal and the Notes Offer should be made available by the Company to Shareholders, Option Holders and Note Holders in due course and in any event, within 14 days of the date of despatch of the Offer Document (as required under the Code). Shareholders, Option Holders and Note Holders should consider their advice before taking any action in relation to the Offer, the Options Proposal and/or the Notes Offer, respectively.
7. 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.
8. 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
12 September 2014
Any enquiries relating to the Offer Document, the Options Proposal Letter or the Notes Offer Letter, or the Offer, the Options Proposal or the Notes Offer should be directed, during normal business hours for the period for which the Offer remains open for acceptance, to Merrill Lynch (Singapore) Pte. Ltd. at +65 6678 0000.
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 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."
For further information, please contact:
|
Asian Plantations Limited Graeme Brown, Joint Chief Executive Officer Dennis Melka, Joint Chief Executive Officer
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Tel: +65 6325 0970
|
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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
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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
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