Panther Metals Regulatory News (PALM)

14 October 2014

Asian Plantations Limited

("Asian Plantations" or the "Company")

Update Re Offer

Asian Plantations Limited (LSE: PALM), a palm oil plantation company with operations in Malaysia notes the announcement made yesterday by FELDA Global Ventures Holdings Berhad ("FELDA") in which it declared the Offer wholly unconditional and which is included below for information.

Accordingly, the Company's securities will be cancelled from trading on AIM with effect from 11 November 2014.

For further information, please contact:

"

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)

LEVEL OF ACCEPTANCES

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

1. INTRODUCTION

1.1 Merrill Lynch (Singapore) Pte. Ltd. (the "Financial Adviser" or "Merrill Lynch") refers to:

1.1.1 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; and

1.1.2 the announcement dated 12 September 2014 (the "Despatch Announcement") in relation to, inter alia, the despatch of the Offer Document, the Options Proposal Letter (as defined in the Despatch Announcement) and the Notes Offer Letter (as defined in the Despatch Announcement).

1.2 All terms and references used and not defined herein shall have the same meanings given to them in the Offer Document or the Despatch Announcement, unless otherwise expressly stated or the context otherwise requires.

2. OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

2.1 Acceptance Condition. As stated in the Offer Document, the Offer is subject to 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 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.

2.2 Valid Acceptances. The Offeror has on 13 October 2014 (being the Closing Date stated in the Offer Document) received valid acceptances (which have not been withdrawn) in respect of such number of Offer Shares which 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.

2.3 Other Conditions. As at the date of this Announcement, each of the Other Conditions has been satisfied.

2.4 Offer Declared Unconditional in All Respects. Accordingly, Merrill Lynch wishes to announce, for and on behalf of the Offeror, that all the conditions to the Offer have been satisfied and the Offer is hereby declared unconditional in all respects.

3. LEVEL OF ACCEPTANCES OF THE OFFER AND AGGREGATE SHAREHOLDINGS

3.1 Pursuant to Rule 28.1 of the Code, Merrill Lynch wishes to announce, for and on behalf of the Offeror, that:

3.1.1 Acceptances of the Offer. As at 4.30 p.m. (UK time) on 13 October 2014, the Offeror has received valid acceptances (which have not been withdrawn) in respect of 43,915,662 Offer Shares, representing approximately 93.9% 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 27,761,209 Shares, representing approximately 59.4% of total number of issued Shares;

3.1.2 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

3.1.3 Shares Acquired or Agreed to be Acquired after the Offer Announcement Date and up to 4.30 p.m. (UK time) on 13 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 13 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.

3.2 Aggregate Shareholding. Accordingly, as at 4.30 p.m. (UK time) on 13 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 43,915,662 Shares, representing approximately 93.9% 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), as shown in an instant information search results in respect of the Company obtained from the Accounting and Corporate Regulatory Authority of Singapore on 13 October 2014.

4. 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 13 October 2014, the Offeror has received valid acceptances (which have not been withdrawn) in respect of 3,795,000 Options. Such valid acceptances include valid acceptances received from the relevant Undertaking Shareholders in respect of an aggregate of 2,850,000 Options.

5. 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 13 October 2014, the Offeror has not received any acceptances in respect of the Notes.

6. FINAL CLOSING DATE

6.1 Rule 22.6 of the Code. Pursuant to Rule 22.6 of the Code, after the Offer has become or is declared to be unconditional as to acceptances, the Offer must remain open for a period of not less than 14 days after the date on which the Offer would otherwise have closed, in order to give Shareholders who have not accepted the Offer the opportunity to accept the Offer.

6.2 Final Closing Date. Accordingly, the Offer, the Options Proposal and the Notes Offer will remain open for acceptance until 4.30 p.m. on 27 October 2014 (Monday, UK time) (the "Final Closing Date").

Notice is hereby given that the Offer, the Options Proposal and the Notes Offer will not be open for acceptance beyond 4.30 p.m. (UK time) on the Final Closing Date. Acceptances received after 4.30 p.m. (UK time) on the Final Closing Date will be rejected.

7. SETTLEMENT AND PROCEDURES FOR ACCEPTANCE

7.1 Settlement. Shareholders, Option Holders and Note Holders who have already accepted the Offer, the Options Proposal and/or the Notes Offer (as the case may be) can expect to receive payment (less any applicable fees or charges) within 10 days of the date of this Announcement for the Offer Shares, Options and/or Notes (as the case may be) that they have validly tendered in acceptance. Shareholders should also note that the Offeror will be retaining 2% of the Offer Price in discharge of its obligations under the RPGT Act. Please refer to Section 2.7 of the Offer Document for further details on the RPGT Act.

7.2 The Offer. Shareholders holding Offer Shares in Certificated Form who wish to accept the Offer may do so by following the procedures for acceptance as set out in Appendix 3 to the Offer Document and in the Acceptance Form, and by completing and returning the Acceptance Form together with all required documents. Depositary Interest Holders who wish to accept the Offer may do so by following the procedures for acceptance as set out in Appendix 3 to the Offer Document.

7.3 The Options Proposal. Option Holders who wish to accept the Options Proposal may do so by following the procedures for acceptance as set out in the Options Proposal Letter and in the acceptance form enclosed therein, and by completing and returning such acceptance form together with all required documents.

7.4 The Notes Offer. Note Holders who wish to accept the Notes Offer may do so by following the procedures for acceptance as set out in the Notes Offer Letter and in the acceptance form enclosed therein, and by completing and returning such acceptance form together with all required documents.

7.5 Acceptances of the Offer, the Options Proposal and the Notes Offer must be received by 4.30 p.m. (UK time) on the Final Closing Date. Such Shareholders, Option Holders and Note Holders can expect to receive payment (less any applicable fees or charges and, in respect of the Offer Shares, a sum of 2% of the Offer Price on account of the Offeror's obligations under the RPGT Act) within 10 days of the receipt of their valid acceptances.

7.6 Further Details. 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.

7.7 Request for Documents. Shareholders, Option Holders or Note Holders who have not received or who have misplaced the Offer Document, the Options Proposal Letter, the Notes Offer Letter and/or the relevant acceptance form(s) should contact Computershare Investor Services PLC immediately:

7.7.1 by post at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, the United Kingdom; or

7.7.2 in person (during normal business hours only) at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, the United Kingdom; or

7.7.3 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).

Alternatively, electronic copies of the Offer Document, the Options Proposal Letter, the Notes Offer Letter and the relevant acceptance form(s) are available on the website of the Company at www.asianplantations.com.

8. RIGHTS UNDER SECTION 215 OF THE COMPANIES ACT

As at the date of this Announcement, the Offeror owns, controls, has acquired or agreed to acquire not less than 90% of the total number of issued Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer Document and excluding any Shares held by the Company as treasury shares). Accordingly, the Offeror is entitled to, and will, exercise its right to, compulsorily acquire all the remaining Shares of Shareholders who have not accepted the Offer pursuant to Section 215(1) of the Companies Act at the Offer Price for each remaining Share. The Offeror will, in due course, despatch the relevant documentation together with the prescribed forms required under the Companies Act in relation to the exercise of its right of compulsory acquisition to the Shareholders who have not accepted the Offer.

In addition, Shareholders who have not accepted the Offer have the right, under and subject to Section 215(3) of the Companies Act to require the Offeror to acquire their Shares at the Offer Price by serving a notice requiring the Offeror to do so, in the event that the Shares acquired by the Offeror pursuant to the Offer, together with the Shares held by the Offeror, its related corporations and their respective nominees comprise 90% or more of the total number of issued Shares. As the Offeror would be proceeding to compulsorily acquire their Shares pursuant to Section 215(1) of the Companies Act, Shareholders who have not accepted the Offer need not take any action in relation to their rights under Section 215(3) of the Companies Act. Shareholders who have not accepted the Offer and who wish to nevertheless exercise their rights under Section 215(3) of the Companies Act are advised to seek their own independent legal advice.

9. Cancellation of Trading on AIM

As stated in the Offer Document, since the Offeror has acquired or agreed 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 by taking steps to procure that the Company makes an application for cancellation to the London Stock Exchange as soon as practicable, and a further announcement will be made giving at least 20 clear business days notice prior to the anticipated cancellation of admission to trading on AIM. Depositary Interest Holders who have not yet accepted the Offer should note that cancellation is likely to reduce significantly the liquidity and marketability of Depositary Interests representing Shares not assented to the Offer. Once cancellation has taken effect, Depositary Interest Holders will no longer be able to effect transactions in Depositary Interests on AIM.

10. 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.

11. 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

13 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."