Takeover Offers

2016-09-122016-11-042016-06-302016-12-092016-10-252016-11-212016-10-212015-11-18-0.03966651.408954BR3 4TUThe London Borough of BromleyThe City and County of the City of LondonCompanies Act 2006-0.09404851.515068EC2V 7WSTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk265010561766

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.