M. P. Evans Group PLC
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
FOR IMMEDIATE RELEASE
25 November 2016
M.P. Evans Group PLC ("M. P. Evans" or the "Company")
Publication of Response Document
The Board of M.P. Evans (the "Board") announces that the Company is today publishing a response document (the "Response Document") in respect of the cash offer made by Kuala Lumpur Kepong Berhad, through its wholly-owned subsidiary KL-Kepong International Limited, for the Company on 18 November 2016 (the "Offer"). A copy of the Response Document will be posted to M.P.Evans shareholders today and made available at www.mpevans.co.uk.
The Board, which has been so advised by Rothschild as to the financial terms of the Offer, continues to believe that the Offer very substantially undervalues the Company, its unique position and its future growth potential. The Response Document sets out in detail the reasons why the Board holds this belief, including its views on the Company's operational and financial strengths and future prospects.
M.P.Evans shareholders are strongly urged to take no action in relation to the Offer and not to sell their M.P. Evans shares.
Enquiries:
M.P. Evans Group PLC
Telephone: +44 1892 516333
Peter Hadsley-Chaplin, Chairman
Tristan Price, Chief Executive
Rothschild (Financial Adviser)
Telephone: +44 207 280 5000
Stuart Vincent
Sam Critchlow
Peel Hunt (NOMAD and Broker)
Telephone: +44 207 418 8900
Dan Webster
Adrian Trimmings
Hudson Sandler
Telephone: +44 207 796 4133
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 +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.
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
A copy of the Response Document and this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, where release, publication or distribution of this document would constitute a violation of the securities law of such jurisdiction, at www.mpevans.co.uk in accordance with Rule 26 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
