Offer Rejection

RNS Number : 2403P

M. P. Evans Group PLC

15 November 2016

 

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 OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 November 2016

M.P. Evans Group PLC ("M. P. Evans" or the "Company")

Rejection of revised offer from Kuala Lumpur Kepong Berhad ("KLK")

The Board of M.P. Evans (the "Board") notes the announcement by KLK of a revised unsolicited final offer to acquire the entire issued share capital of the Company at a price of 740 pence per M.P. Evans share (the "Revised Offer"). The Revised Offer is final save as set out below.

The Board received a non-binding proposal from KLK on the same terms as the Revised Offer (other than in respect of it being declared final) on 11 November 2016 which it considered, together with its financial adviser Rothschild, and unanimously rejected on the basis that it very substantially undervalues the Company, its unique position and its future growth potential.

M.P. Evans will make a further announcement in relation to the Revised Offer. In the meantime, M.P. Evans shareholders are strongly urged to take no action in relation to the Revised Offer and not to sell their M.P. Evans shares.

The Board of M.P. Evans has received financial advice from Rothschild on the Revised Offer. In providing this advice, Rothschild has taken into account the commercial assessment of the Directors.

The Revised Offer is final and is not capable of being increased, save that KL-Kepong International LTD, a wholly-owned subsidiary of KLK, reserves the right to increase the price per M.P. Evans Share payable pursuant to the terms of the Increased Offer in the event of: (i) a public announcement of the existence of a new offeror or potential offeror, whether publicly identified or not; or (ii) the recommendation of such an increased offer by KLK or KLKI by the board of M.P. Evans.

Enquiries:

M.P. Evans Group PLC

Telephone: [phone]

Peter Hadsley-Chaplin, Chairman

Tristan Price, Chief Executive

Rothschild (Financial Adviser)

Telephone: [phone]

Stuart Vincent

Sam Critchlow

Peel Hunt (NOMAD and Broker)

Telephone: [phone]

Dan Webster

Adrian Trimmings

Hudson Sandler

Telephone: [phone]

Charlie Jack

Bertie Berger

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for M.P. Evans and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than M.P. Evans for providing the protections offered to its clients or for providing advice in connection with the subject matter of this announcement or any other matters referred to in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for M.P. Evans and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than M.P. Evans for

providing the protections offered to its clients or for providing advice in connection with the subject matter of this announcement or any other matters referred to in this announcement.

Disclosure requirements of the Takeover Code (the "Code")

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

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas shareholders

The release, distribution or publication of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.mpevans.co.uk by no later than 12 noon (London time) on 16 November 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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