NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
15 October 2013
Equatorial Palm Oil PLC
("EPO" or the "Company")
Statement re Share Price Movement
Equatorial Palm Oil PLC (AIM: PAL.L) notes the recent rise in the Company's share price and can confirm that it is in early stage discussions with Kuala Lumpur Kepong Berhad ("KLK") regarding the funding of EPO's joint venture, Liberian Palm Developments Limited ("LPD"), which may or may not lead to an offer of funding for LPD and which may or may not include an offer for all or part of the Company. LPD is a joint venture with Biopalm Energy Limited ("Biopalm").
The board of EPO would like to emphasise that these discussions are still openand there can be no certainty that any offer for EPO will be made, nor as to the terms of any such offer should one be forthcoming, nor can there be any certainty that any funding will be provided by KLK as a result of these discussions. This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code").
In accordance with Rule 2.6(a) of the Code, KLK must, by not later than 5.00 p.m. on 12 November 2013, being the 28th day following the date of this announcement, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.10 of the Code the Company confirms that there are 200,509,854 ordinary shares of 1p in issue with International Securities Identification Number GB00B2QBNL29.
As a consequence of this announcement, an 'Offer Period' has now commenced in respect of the Company in accordance with the rules of the Code and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
A further announcement will be made as and when appropriate.
Enquiries:
Equatorial Palm Oil plc Michael Frayne (Chairman) |
+44 (0) 7552 497 241
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Strand Hanson Limited (Nominated Adviser) James Harris / Andrew Emmott |
+44 (0) 20 7409 3494 |
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Mirabaud Securities LLP (Broker) Peter Krens |
+44 (0) 20 7484 3510 |
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Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for EPO and no one else in connection with the possible offer and will not be responsible to anyone other than EPO for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the possible offer or any other matter referred to herein.
Disclosure requirements of the Code:
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of EPO or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) EPO and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of EPO or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of EPO or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of EPO or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) EPO and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of EPO or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by EPO and by any offeror and Dealing Disclosures must also be made by EPO, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
The defined terms used in this section "Disclosure requirements of the Code" are defined in the Code which can be found on the Takeover Panel's website.
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on EPO's website at http://www.epoil.co.uk by no later than 12 noon (London time) on 16 October 2013, being the day following the date of this announcement.