3 February 2012
MITR PHOL TAKEOVER OFFER UPDATE
MITR PHOL'S RECOMMENDED OFFER FOR MSF EXTENDED AND INSTITUTIONAL ACCEPTANCE FACILITY ESTABLISHEDMitr 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 Extension
Mitr Phol today announced that its Offer for MSF has been extended by a period of 14 days. The Offer is now due to close at 7.00pm (Sydney time), on 24
February 2012 unless further extended. A formal notice of extension is enclosed.
Mitr Phol's President, Mr. Krisda Monthienvichienchai, said:
"Our all cash Offer of $4.45 per share provides an
opportunity for MSF shareholders to realise compelling value
for their shares."
"We currently have an interest in 36.79% of MSF shares
including 4.24% held in the recently established
Institutional Acceptance Facility. We have extended the Offer
to give all MSF shareholders an opportunity to accept our
attractive Offer."
"All MSF shareholders should accept the Offer without further
delay. Mitr Phol's Offer remains the only offer before MSF
shareholders and it has been unanimously recommended by MSF
Directors who have accepted for all the shares they hold."
MSF Recommendation
The MSF Board of Directors continue to recommend all MSF shareholders accept Mitr Phol's Offer in the absence of a superior proposal. Each MSF Director who held shares either directly or indirectly in MSF has accepted the Offer for all of their MSF shares. MSF shareholders are recommended to accept the Offer as soon as possible. An Independent Expert has concluded that the Mitr Phol Offer is fair and reasonable for MSF shareholders.
MSF Chairman, James Jackson said: "The MSF Directors continue
to recommend that shareholders accept the Mitr Phol Offer, 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."
"Each MSF Director who held shares either directly or
indirectly in MSF has accepted the Mitr Phol Offer for all of
their MSF shares. Shareholders should note that Mitr Phol has
waived the 'FIRB' and 'Other Regulatory Approvals' Offer
conditions. Mitr Phol's Offer remains subject to the 50.1%
minimum acceptance condition and other Offer conditions set
out in section 7.5 of the Target's Statement."
"I would encourage shareholders to accept the Mitr Phol Offer
so that the 50.1%
minimum acceptance condition can be reached as soon as
possible."
"The Mitr Phol Offer is an attractive Offer which provides
all MSF shareholders with a substantial premium to the price
at which MSF shares last traded prior to the announcement of
the conditional agreement with Mitr Phol on 9 November
2011. The Mitr Phol Offer has been found to be fair and
reasonable by the
Independent Expert," Mr. Jackson said.
Mr Jackson also added: "Shareholders should note that in
its report the Independent Expert noted that in its opinion
if the Offer is unsuccessful, and in the absence of an
alternative proposal, it is likely (at least in the
short-term) that MSF shares will trade at a discount to the
Offer consideration of $4.45 per share."
Institutional Acceptance Facility
Mitr Phol announced on 31 January 2012 that it had
established an Institutional Acceptance Facility ("Facility")
to provide greater flexibility for institutional shareholders
to accept the Offer and indicate their intention to accept
the Offer prior to the Offer becoming unconditional.
The Facility is open to MSF shareholders who are both
professional investors (as defined in section 9 of the
Corporations Act 2001 (Cwlth)) and who hold at least
100,000 MSF shares.
A copy of Mitr Phol's Second Supplementary Bidder's
Statement which sets out further information in relation to
the Facility is available from ASX.
Accepting the Offer
Mitr Phol's Offer is now scheduled to close at 7.00pm (Sydney
time) on 24
February 2012 (unless further extended).
The extension will provide MSF shareholders with a further
opportunity to accept the Offer to facilitate fulfillment of
the minimum acceptance condition and thereby allow Mitr Phol
to reach a position to declare its bid unconditional. All MSF
shareholders are encouraged to accept the Offer as soon as
possible.
MSF shareholders seeking further information regarding the
Offer, or requiring 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).
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
Mitr Siam gives notice under subsection 650D(1) of the Corporations Act 2001 (Cth) (Corporations Act) that it varies the Offer by extending the Offer Period (as described in the Bidder's Statement) so as to change the close of the Offer Period from 7.00pm on 10 February 2012 to 7.00pm on 24
February 2012.
The new date for giving a notice under subsection 630(2) of the Corporations Act on the status of the conditions set out in Annexure 2 of the Bidder's Statement is 17 February 2012.
Unless the context requires otherwise, defined terms in this notice have the same meaning as in the
Bidder's Statement.
A copy of this notice was lodged with ASIC on 3 February 2012. ASIC takes no responsibility for the contents of this notice.
This notice is dated 3 February 2012.
Signed for and on behalf of Mitr Siam.
Krisda Monthienvichienchai
Director
Mitr Siam International Pte. Ltd
Isara Vongkusolkit
Director
Mitr Siam International Pte. Ltd
1
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