7 February 2012
MITR PHOL'S RECOMMENDED OFFER FOR MSF DECLARED UNCONDITIONAL AND MITR PHOL ACHIEVES CONTROLLING INTEREST IN MSFMitr Phol Sugar Corp., Ltd ("Mitr Phol") and MSF Sugar Limited ("MSF") today provided the following update on Mitr Phol's recommended off-market takeover offer ("Offer") for MSF.
Offer is now unconditional
Mitr Phol today announced it has declared the Offer for MSF
free of all defeating conditions, after it waived the 50.1%
minimum acceptance condition together with all other
outstanding conditions. Mitr Phol's Offer is now
unconditional.
As a result, within 21 days from the date of their
acceptance, payment will be made to MSF shareholders who
submit their acceptance forms before the end of the offer
period. Payment will be made within 21 days from the date of
this announcement to MSF shareholders who have already
accepted.
Mitr Phol now holds an interest in 57.69% of MSF shares
including 19.80% held through the Institutional Acceptance
Facility (Facility). Mitr Phol today provided
a Confirmation Notice to the Facility Operator under the
terms of the Facility, and has commenced processing
acceptance instructions received into the Facility, upon
completion of which Mitr Phol will hold a relevant interest
in these MSF shares.
A number of large institutional MSF shareholders have lodged
their acceptances into the Facility.
Mitr Phol's President, Mr. Krisda Monthienvichienchai said:
"Our Offer has received strong support from MSF shareholders
to date and we are pleased to declare the Offer unconditional
now that we have a majority interest in MSF."
MSF Chairman, James Jackson said: "The Offer of $4.45 per MSF
share has been unanimously recommended by the MSF Board of
Directors, in the absence of a superior proposal."
"No approaches have been received or discussions held by the
MSF Board of Directors in relation to a potential superior
proposal and the Board is not aware of any party having an
intention to make such a proposal. All directors who hold
MSF shares have lodged their acceptances. Mitr Phol now has a
controlling interest in MSF."
consideration within 21 days of acceptance, MSF shareholders
who intend to
accept the Offer must lodge their acceptance forms before the
end of the Offer
period. Payment will be made within 21 days from the date of
this announcement
to shareholders who have already accepted.
Change of Control of MSF
Mitr Phol now has a controlling interest in MSF. Consistent
with its stated intentions and the terms of the Takeover
Implementation Agreement with MSF, Mitr Phol will now
proceed, subject to the Corporations Act 2001 (Cwlth), the
MSF Constitution and the terms of the Takeover Implementation
Agreement, to procure majority representation of the MSF
Board of Directors.
Mitr Phol notes that MSF shareholders who have not yet
accepted the Offer may face a number of potential adverse
consequences of remaining a minority shareholder in MSF.
These include:
• Lower liquidity in MSF shares which means MSF shareholders
may find it more difficult to buy and sell MSF shares;
• Mitr Phol, through its representatives on the MSF Board
(once appointed), will control the future direction of MSF
including the payment of any future dividends;
• As disclosed in Mitr Phol's Bidder's Statement,
Mitr Phol intends to undertake a detailed review of
MSF's assets, strategy, operations and employees to
evaluate performance, profitability and prospects in light of
the more detailed information that will be available to it.
One of the areas proposed to be addressed in that review is
the additional capital investment that may be required to
improve operational performance of MSF's mills;
• A competing proposal for MSF is now less likely to emerge
given Mitr Phol has a majority interest in MSF; and
• The MSF share price may fall once the Offer closes if MSF
remains listed.
If Mitr Phol achieves a relevant interest in 90% or more of
MSF shares upon the Offer closing, it intends to compulsorily
acquire any remaining MSF shares not owned by Mitr Phol at
that time. MSF shareholders that are subject to compulsory
acquisition will receive the same Offer consideration as
accepting shareholders, however will be paid at a later date
than shareholders that have accepted the Offer during the
Offer period.
MSF shareholders seeking further information regarding the
Offer, or requiring assistance with acceptance, a replacement
Acceptance Form or Bidder's Statement, should contact Mitr
Phol's Offer Information Line on 1800 622 202 (toll free for
callers within Australia) or +61 2 8280 7694 (for callers
outside Australia). Alternatively, MSF shareholders requiring
further information or requiring a replacement Target's
Statement should contact MSF's Offer Information Line on 1300
551 472 (within Australia) or +61 2 8280 7706 (outside
Australia).
A copy of the notice under section 650F of the Corporations
Act (Cwlth), which declares that the Offer is freed from all
defeating conditions is attached.
For further information contact: MSF
James A. Jackson Lauren Thompson /
Chairman Stuart Carson
MSF Sugar Limited Strategic Communications
FTI Consulting
Tel: +61 4 0243 5762 Tel: +61 2 8298 6100
Email:
jamesjac@linknet.net.au
Email: lauren.thompson@fticonsulting.com
stuart.carson@fticonsulting.com
Jann George Simon Mordant AM Director Co-Chief Executive By
George Consulting Greenhill Caliburn
Tel: +61 4 1778 0670 Tel: +61 2 9229 1408
Email:
jann@bygeorgeconsulting.com.au
Email:
smordant@greenhillcaliburn.com
Peter Brookes Helen McCombie Daniel Janes Partner Partner
Managing Director Citadel Communications Citadel
Communications Barclays Capital
Tel: +61 4 0791 1389 Tel: +61 4 1175 6248 Tel: +61 2 9334
6049
Email:
pbrookes@citadelpr.com
Email:
hmccombie@citadelpr.com
Email:
daniel.janes@barcap.com
In relation to the offer (Offer) under the Bidder's Statement dated 2 December 2011 (Bidder's Statement) by Mitr Siam International Pte. Ltd (Mitr Siam) for MSF shares, Mitr Siam gives notice that:
(a) it declares the Offer, and any takeover contract arising from acceptance of the Offer, free from the conditions set out in Annexure 2 of the Bidder's Statement; and
(b) as at the date of this notice, Mitr Siam has voting power in MSF of 37.90%.
Unless the context requires otherwise, defined terms in this notice have the same meaning as in the
Bidder's Statement.
This notice is dated 7 February 2012.
Signed for and on behalf of Mitr Siam.
Krisda Monthienvichienchai
Director
Mitr Siam International Pte. Ltd
1576309-v1SYDDMSAUSCCG 1
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