Last checked at 22 Oct 2014 18:00
VOLUNTARY UNCONDITIONAL CASH OFFER
by
MERRILL LYNCH (SINGAPORE) PTE. LTD.
(Incorporated in Singapore)
(Company Registration No.: 198602883D)
for and on behalf of
Felda Global Ventures Holdings Berhad
(Incorporated in Malaysia)
(Company Registration No.: 800165-P)
for
ASIAN PLANTATIONS LIMITED
(Incorporated in Singapore)
(Company Registration No.: 200919551D)
LEVEL OF ACCEPTANCES
1. INTRODUCTION
1.1 Merrill Lynch (Singapore) Pte. Ltd. (the "Financial Adviser" or "Merrill Lynch") refers to the offer document dated 12 September 2014 (the "Offer Document") despatched by Merrill Lynch, for and on behalf of Felda Global Ventures Holdings Berhad (the "Offeror"), in relation to the voluntary conditional cash offer (the "Offer") made by the Offeror for all the ordinary shares (excluding treasury shares) ("Shares") in issue in the capital of Asian Plantations Limited (the "Company"), including all the Shares owned, controlled or agreed to be acquired by parties acting or presumed to be acting in concert with the Offeror, but excluding Shares held by the Offeror, its related corporations and their nominees as at the date of the Offer.
1.2 As announced by Merrill Lynch for and on behalf of the Offeror on 13 October 2014, the Offer has become and been declared unconditional in all respects on 13 October 2014.
1.3 All terms and references used and not defined herein shall have the same meanings given to them in the Offer Document, unless otherwise expressly stated or the context otherwise requires.
2. LEVEL OF ACCEPTANCES OF THE OFFER AND AGGREGATE SHAREHOLDINGS
2.1 Pursuant to Rule 28.1 of the Code, Merrill Lynch wishes to announce, for and on behalf of the Offeror, that:
2.1.1 Acceptances of the Offer. As at 4.30 p.m. (UK time) on 22 October 2014, the Offeror has received valid acceptances (which have not been withdrawn) in respect of 45,438,108 Offer Shares, representing approximately 97.2% of the total number of issued Shares(1). Such valid acceptances include valid acceptances received from the Undertaking Shareholders in respect of an aggregate of 28,011,209 Shares, representing approximately 59.9% of total number of issued Shares;
2.1.2 Shares Held Before the Offer Announcement Date. Prior to the Offer Announcement Date, the Offeror and parties acting in concert with it did not hold any Shares; and
2.1.3 Shares Acquired or Agreed to be Acquired after the Offer Announcement Date and up to 4.30 p.m. (UK time) on 22 October 2014 (Other Than Pursuant to Valid Acceptances of the Offer). Between the Offer Announcement Date and up to 4.30 p.m. (UK time) on 22 October 2014, other than pursuant to valid acceptances of the Offer (which have not been withdrawn), the Offeror and parties acting in concert with it have not acquired or agreed to acquire any Shares.
2.2 Aggregate Shareholding. Accordingly, as at 4.30 p.m. (UK time) on 22 October 2014, the total number of (a) Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it; and (b) valid acceptances of the Offer (which have not been withdrawn), amount to an aggregate of 45,438,108 Shares, representing approximately 97.2% of the total number of issued Shares.
Note:
(1) In this Announcement, unless otherwise stated, all references to the total number of issued Shares shall be to 46,761,134 Shares (excluding treasury shares).
3. ACCEPTANCES OF THE OPTIONS PROPOSAL
Acceptances of the Options Proposal. Merrill Lynch wishes to announce, for and on behalf of the Offeror, that as at 4.30 p.m. (UK time) on 22 October 2014, the Offeror has received valid acceptances (which have not been withdrawn) in respect of 4,195,000 Options. Such valid acceptances include valid acceptances received from the relevant Undertaking Shareholders in respect of an aggregate of 3,250,000 Options.
4. ACCEPTANCES OF THE NOTES OFFER
Acceptances of the Notes Offer. Merrill Lynch wishes to announce, for and on behalf of the Offeror, that as at 4.30 p.m. (UK time) on 22 October 2014, the Offeror has not received any acceptances in respect of the Notes.
5. FINAL CLOSING DATE
As announced by Merrill Lynch for and on behalf of the Offeror on 13 October 2014, the Offer, the Options Proposal and the Notes Offer remain open for acceptance until 4.30 p.m. on 27 October 2014 (Monday, UK time) (the "Final Closing Date") and the Offeror does not intend to extend the Offer, the Options Proposal and the Notes Offer beyond 4.30 p.m. (UK time) on the Final Closing Date.
6. PROCEDURES FOR ACCEPTANCE
Full details of the procedures for acceptance and other details of the Offer, the Options Proposal and the Notes Offer are set out in the Offer Document, the Options Proposal Letter and the Notes Offer Letter, respectively, and in the relevant acceptance forms. Shareholders, Option Holders and Note Holders are advised to read the Offer Document, the Options Proposal Letter and the Notes Offer Letter and the respective acceptance forms in their entirety.
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
22 October 2014
Any enquiries relating to this Announcement, 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, Option Holders, Note Holders and investors should not place undue reliance on such forward-looking statements, and neither the Offeror nor Merrill Lynch undertakes any obligation to update publicly or revise any forward-looking statements.