M.P. EVANS GROUP PLC
Company number 01555042 · Monitor this company
1 notice naming this company in The Gazette, the UK's official public record
22 November 2016
TAKEOVERS, TRANSFERS & MERGERS
Corporate insolvency
NOTICES OF DIVIDENDS
FINAL CASH OFFER
by
KUALA LUMPUR KEPONG BERHAD (“KLK”)
through its wholly-owned subsidiary,
KL-KEPONG INTERNATIONAL LTD. (“KLKI”),
for
M.P. EVANS GROUP PLC (“MP EVANS”)
Registered number: 01555042
Notice is hereby given in accordance with section 978(1) Companies
Act 2006 that:
(a) by means of an offer document dated and published on 18
November 2015 (the “Offer Document”), KLK, through its wholly-
owned subsidiary KLKI, is making a final cash offer (the “Offer”) to
acquire the entire issued and to be issued ordinary share capital of
MP Evans; and
(b) copies of the Offer Document containing the Offer will be available
for inspection at the offices of Eversheds LLP, One Wood Street,
London EC2V 7WS (and will also be made available on KLK’s website
at http://www.klk.com.my/investor-relations/mpevans/#), subject to
certain access restrictions to persons in overseas jurisdictions.
The Offer
Holders of ordinary shares of ten pence each (“MP Evans Shares”) in
the capital of MP Evans (“MP Evans Shareholders”) who accept the
Offer will receive 740 pence in cash for each MP Evans Share. The
Offer values the entire issued and to be issued share capital of MP
Evans at approximately £415.4 million.
The Offer is final and is not capable of being increased, save that
KLKI reserves the right to increase the price per MP Evans Share
payable pursuant to the terms of the Offer in the event of (i) a public
announcement 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 MP Evans.
MP Evans Shares will be acquired under the Offer fully paid and free
from all liens, charges, encumbrances, rights of pre-emption and
other third party rights of any nature whatsoever and together with all
rights attaching to them as at 25 October 2016, being the date of the
original Rule 2.7 Announcement, or subsequently attaching or
accruing to them, including, without limitation, voting rights and the
right to receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid, or any other return of capital (whether
by way of reduction of share capital or share premium account or
otherwise) made on or after 25 October 2016 (save for the interim
dividend of 2.25 pence per MP Evans Share announced by MP Evans
on 12 September 2016 for the six month period ended 30 June 2016
and which was to be paid on or after 4 November 2016 to MP Evans
Shareholders on the register as at the close of business on 21
October 2016).
The full terms and condition of the Offer (including details of how the
Offer may be accepted) are set out in the Offer Document and, in
relation to MP Evans Shares held in certificated form, the related
Form of Acceptance.
MP Evans Shareholders who accept the Offer may rely only on the
Offer Document and, where they hold MP Evans Shares in certificated
form, the Form of Acceptance for all the terms and condition of the
Offer.
The Offer is, by means of this advertisement, being extended to all
persons to whom the Offer Document may not be despatched, who
hold, or who are entitled to have allotted or issued to them, MP Evans
Shares. Such persons are informed that copies of the Offer Document
and Form of Acceptance are available for collection (during normal
business hours) from Capita Asset Services of Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United
Kingdom telephone: 0044 371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls from outside
the United Kingdom will be charged at the applicable international
rate.
The Offer, which has been made by means of the Offer Document and
this advertisement, will initially be open for acceptance until 1.00 pm
(London time) on 9 December 2016 or such later time(s) and/or date(s)
as KLK, subject to the rules of the City Code on Takeovers and
Mergers, may decide.
The KLK Directors and the KLKI Directors accept responsibility for the
information contained in this advertisement save that the only
responsibility accepted by them in respect of such information as it
relates to MP Evans and the MP Evans Group (which has been
compiled from publicly available information) has been to ensure that
such information has been accurately and fairly reproduced and
compiled. To the best of the knowledge and belief of the KLK
Directors and the KLKI Directors (who have taken all reasonable care
to ensure that such is the case), the information contained in this
advertisement, for which they accept responsibility, is in accordance
with the facts and does not omit anything likely to affect the import of
such information.
The Offer is not being made, directly or indirectly, in, into or by use of
the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, any
jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning
the Offer is sent or made available to MP Evans Shareholders in that
jurisdiction (a “Restricted Jurisdiction”) and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or otherwise from or within any Restricted Jurisdiction.
This advertisement is not being published, mailed, transmitted or
otherwise distributed or sent to, into or from any jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction
and persons reading this advertisement (including custodians,
trustees and nominees) must not mail or otherwise distribute or send
this advertisement, the Offer Document, the Form of Acceptance (nor
any related document(s)) in, into or from such jurisdiction, nor use the
mails of such jurisdiction or any such means or instrumentality for any
purpose, directly or indirectly, relating to acceptance of the Offer and
so doing may invalidate any related purported acceptance of the
Offer. Any person (including, without limitation, any agent, nominee,
custodian or trustee) who has a contractual or legal obligation, or may
otherwise intend, to forward the Offer Document and/or any other
related document to a jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction and must not mail, send or otherwise
forward or distribute them in, into or from any Restricted Jurisdiction.
Doing so may render any purported acceptance of the Offer invalid.
Such persons should read paragraph 6 of Section B, paragraph 3 of
Section C and paragraph 3 of Section D of Part II of the Offer
Document before taking any action.
HSBC Bank plc (“HSBC”), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation Authority,
is acting exclusively for KLK and KLKI and for no one else in
connection with the Offer and will not be responsible to anyone other
than KLK and KLKI for providing the protections afforded to clients of
HSBC nor for providing advice in relation to the Offer. Neither HSBC
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not
a client of HSBC in connection with this advertisement, any statement
contained herein, the Offer or otherwise.
Capitalised terms and expressions used herein shall, save where
otherwise defined herein or where the context otherwise requires,
have the meaning given to them in the Offer Document.