Results of meetings of the holders of the outstanding S$108,250,000 5.50 per cent. Notes due 2016 comprised in Series 009 (ISIN: SG7S52942461) (the " Series 009 Notes" ), S$200,000,000 6.00 per cent. Notes due 2019 comprised in Series 010 (ISIN: SG7S69943098) (the " Series 010 Notes" ) and S$50,000,000 2.45 per cent. Notes due 2015 comprised in Series 011 (ISIN: SG7W42958225) (the " Series 011 Notes" and, together with the Series 009 Notes and the Series 010 Notes, the " Notes" ), in each case, issued by F& N Treasury Pte. Ltd. (the " Company" ) pursuant to the S$2,000,000,000 Multicurrency Medium Term Note Programme established on 7 May 2007 and unconditionally and irrevocably guaranteed by Fraser and Neave, Limited (" F& N" )

Reference is made to the announcement made by the Company and F& N on 28 October 2013 in relation to the commencement of the consent solicitation process by the Company in connection with the Notes.

The Company wishes to announce that:

(a) the Extraordinary Resolution tabled at the meeting of the holders of the Series 009 Notes on 14 November 2013 has not been passed

(b) the Extraordinary Resolution tabled at the meeting of the holders of the Series 010 Notes on 14 November 2013 has not been passed and

(c) the Extraordinary Resolution tabled at the meeting of the holders of the Series 011 Notes on 14 November 2013 has been duly passed as an Extraordinary Resolution of the holders of the Series 011 Notes without any amendment.

The Company and F& N will consider their options in light of this result of the voting on the Extraordinary Resolutions in respect of the Series 009 Notes and the Series 010 Notes and will make an announcement at the appropriate time.

 

 

Results of meetings of the holders of the outstanding S$220,000,000 2.48 per cent. Bonds due 2016 (ISIN: SG3252968338) (the " 5-Year Bonds" ) and the S$80,000,000 3.15 per cent. Bonds due 2018 (ISIN: SG3253968345) (the " 7-Year Bonds" and, together with the 5-Year Bonds, the " Bonds" ), in each case, issued by F& N Treasury Pte. Ltd. (the " Company" ) and unconditionally and irrevocably guaranteed by Fraser and Neave, Limited (" F& N" )

Reference is made to the announcement made by the Company and F& N on 28 October 2013 in relation to the commencement of the consent solicitation process by the Company in connection with the Bonds.

The Company wishes to announce that the Extraordinary Resolution tabled at the meeting of the holders of the 5-Year Bonds on 14 November 2013 has been duly passed as an Extraordinary Resolution of the holders of the 5-Year Bonds without any amendment.

The Company wishes to announce that the required quorum was not achieved at the meeting of the holders of the 7-Year Bonds on 14 November 2013. Accordingly, the meeting of the holders of the 7-Year Bonds has been adjourned. Subject to finalisation of all relevant arrangements, the meeting is expected to be reconvened for 3.30 p.m. (Singapore time) on 29 November 2013 at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958.

Read more......SGX announcement 256 to 261

 

ANNOUNCEMENT

Reference is made to the announcement made by the Company on 28 October 2013 in relation to the commencement of the consent solicitation process by the Company in connection with the Notes.

The Company is pleased to announce that the Extraordinary Resolution tabled at the meeting of the holders of the Notes on 14 November 2013 has been duly passed as an Extraordinary Resolution of the holders of the Notes without any amendment.

Results of meeting of the holders of the outstanding S$150,000,000 3.62 per cent. Notes due 2015 comprised in Series 003 (ISIN: SG7E40927117) (the " Notes" ) issued by Fraser and Neave, Limited (the " Company" ) pursuant to its S$1,000,000,000 Medium Term Note Programme established on 26 August 2002

 

The following Resolution was duly passed at the Extraordinary General Meeting (the " EGM" ) of Fraser and Neave, Limited held on 13 November 2013:

ORDINARY RESOLUTION

RESOLVED THAT pursuant to Article 142 of the Articles of Association:

(1) Approval of the Proposed FCL Distribution

Subject to the other conditions in paragraph 4.2 of the Letter to Shareholders in the Circular dated 28 October 2013 being satisfied, approval be and is hereby given for the Company to make a distribution (the " FCL Distribution" ) of the entire issued share capital of FCL (" FCL Shares" ) held by the Company by way of a dividend in specie on the basis of two FCL Shares for each ordinary share in the issued share capital of the Company (" Shares" ) held by or on behalf of the shareholders of the Company (" Shareholders" , being registered holders of the Shares, other than the Company, except that where the registered holder is The Central Depository (Pte) Limited (" CDP" ), the term " Shareholders" shall mean Depositors, other than the Company, as defined under the Companies Act, Cap 50 of Singapore) as at a books closure date to be determined by the Directors (" Books Closure Date" ) such that:

(i) the FCL Shares are distributed free of encumbrances and together with all rights attaching thereto on and from the Books Closure Date

(ii) where the directors of the Company (" Directors" ) are of the view that the distribution of the FCL Shares to any Shareholder whose registered address as recorded in the Register of Members of the Company or in the Depository Register maintained by CDP on the Books Closure Date is outside Singapore (the " Overseas Shareholder" ) may infringe any foreign law or may necessitate compliance with conditions or requirements which the Directors, in their absolute discretion, regard as onerous or impracticable by reason of costs, delay or otherwise, such FCL Shares shall not be distributed to such Overseas Shareholder, but shall be dealt with in the manner set out in paragraph (iii) below

(iii) the FCL Shares which would otherwise be distributed to the Overseas Shareholders pursuant to the FCL Distribution be distributed to such person(s) as the Directors may appoint, who shall sell the same and thereafter distribute the aggregate amount of the net proceeds, after deducting all dealings and other expenses in connection therewith, proportionately among such Overseas Shareholders in accordance with their respective entitlements to the FCL Shares as at the Books Closure Date, in full satisfaction of their rights to the FCL Shares, provided that where the net proceeds to which any particular Overseas Shareholder is entitled is less than $10, such net proceeds shall be retained for the benefit of the Company, and no Overseas Shareholder shall have any claim whatsoever against the Company or any other person in connection therewith and

(iv) the Directors and/or any of them be and are hereby authorised to appropriate an amount of up to $2,911,034,349 out of the retained profits of the Company to meet the value of the FCL Shares to be distributed to the Shareholders.

Results of Poll Voting



 

 

Fraser & Neave Ltd. - FY results above on timing of development profits

Written By Stock Fanatic on Wednesday, November 13, 2013

FNN reported stronger than expected FY13 core PATMI of S$545m, above our FY13 forecast of S$463m on higher than forecast development profit recognition in 4Q. Development profit recognition picked up following a slow 9MFY13.

A 12 cts/sh dividend was also announced.

Beverages portfolio rises on favorable sales mix, Myanmar Beer

The beverages division continued to report strong growth, with FY13 revenues rising 10% on improved sales mix and distribution, while FY13 PBIT rose 17% YoY. Myanmar Beer maintained its market leading position, and record- breaking sales. However, FNN provided no further comment on the dispute over Myanmar Breweries. While the dairies division experienced sustained competition in Malaysia which drove down revenues 6%YoY. 

The division as a whole achieved a 7% rise in revenues and threefold increase in PBIT to S$60m. This was driven by the recovery of Dairies Thailand to pre-flood levels, cost containment, sales mix and lower raw materials prices. 

Looking ahead, FNN plans to explore expansion opportunities in Southeast Asia for its soft drinks accelerating its Indochina penetration and growing market share in Thailand for dairies.

Properties division ahead on timing of recognition 

4Q earnings were boosted by the TOP of Park Lane, Suzhou Baitang Phase 2, and the Esparina EC project. In addition, the company also handed over additional units at One Central Park which achieved TOP earlier in the year. The sale of legacy assets also provided a minor boost to earnings. Sales momentum in Singapore remained firm in 4Q, with 265 units sold in the quarter (vs. 270 in 3Q). 

Meanwhile overseas sales improved to 195 units over 4Q in Australia vs. 130 in 3Q on the back of firm take up for its Putney Hill, Queens Riverside and Central Park developments. Moving forward, the company plans to deliver its overseas pipeline, with a target of 1000 units p.a. in Australia and China. FNN also plans to recycle capital for its Commercial property division (retail/office), and inject its pipeline assets into its REITs.

Technical Analysis

Daily Chart

Demerger on the horizon, Maintain Hold 

The next significant event for FNN will be the demerger of its Consumer and Properties division. The company has been granted a conditional eligibility to list FCL shares by way of introduction by the SGX. 

The EGM is slated for Nov 13. While FNN is currently trading at a 30% discount to NAV, wider than its long term average of 18%, we maintain our Hold recommendation with restructuring and claim on Myanmar Breweries an overhang.

Source : Deutsche Bank Research

 

FCL DISTRIBUTION EXEMPT FROM NEW ZEALAND OVERSEAS INVESTMENT ACT CONSENT REQUIREMENTS

Unless otherwise defined, all capitalised terms and references used in this Announcement shall have the meanings ascribed to them in the announcement dated 27 August 2013, 27 October 2013 and 28 October 2013, the Circular to Shareholders dated 28 October 2013 (the " Circular" ) and the Introductory Document to Shareholders dated 28 October 2013 (the " Introductory Document" ).

The Board of Directors ("

The Board is pleased to announce that the OIO has clarified that it is of the view that the FCL Distribution is exempted from the relevant requirement for approval of the OIO under the OIA.

 

  Board" ) of Fraser and Neave, Limited (the " Company" or " F& N" ) refers to paragraph 4.2.3 of the Circular which states that the FCL Distribution and the completion thereof is subject to, inter alia, the approval being given by the New Zealand Overseas Investment Office (the " OIO" ) in relation to the overseas investment (as a result of the FCL Distribution) in certain land held by the FCL Group that is classified as " sensitive land" under the Overseas Investment Act 2005 (the " OIA" ).

 

F& N reports strong FY2013 PBIT of $786m on sales of $4.3b

 Food & Beverage continues to enjoy robust growth

o Beverages profit rises 18 per cent to $122 million on strong Soft Drinks and Beer sales

o Dairies profit nearly triples to $60 million

 Properties earnings jump on strong and sustained residential sales

o Strong pre-sales in Singapore supports Development Property earnings

o

 

 



F& N needs the approval from holders of six series of bonds as the spin-off will breach certain covenants of its debt. If bondholders fail to consent to the spin-off and the company proceeds with it, this would constitute an event of default and would allow creditors to demand immediate repayment of the bonds at par.

In addition, the company wants to include a call option by June 30 2014 in all the bond issues, indicating that it plans to redeem all the outstanding notes well ahead of maturity.

Investors are concerned that F& N will continue with the demerger, whether or not it gets all the votes, leading to a technical default. At least one investor has submitted a complaint to the MAS.

The spin-off plans follow the company's acquisition by Thailand tycoon Charoen Sirivadhanabhakdi in a US$11.2bn takeover earlier this year.

The central bank's interest underlines the significance of the case in Singapore, where events of default are extremely rare. Market participants fear that such an action from a blue-chip company with no cash-flow problems will have wider repercussions.

" If the MAS allows F& N to (get to an event of) default, despite its ability to pay up, then what will stop other issuers from adopting the same process?" said one investor. " That will undermine investor confidence."

The standoff prompted F& N to hold a meeting with investors early last week, while a group of bondholders and lawyers discussed their options at a private meeting on Wednesday.

" It is not a question of credit, really, it is a question of credibility, and in turn, Singapore's reputation and credibility," said one banker.

 

PRICE IS THE ISSUE

F& N believes the crux of the disagreement is over the price of the call, and not whether it will default, a company spokesman explained in an email.

The company spokesman said its proposal was fair and consistent, and adequately compensated bond investors, balancing the current market environment, future capital structure and interests of various stakeholders.

The company was " troubled that a group of sophisticated investors believe they can exert pressure on the MAS to intervene to fix prices between commercial parties...," the spokesman said.

The spokesman, however, did not rule out the possibility of allowing a technical default.

" If F& N does not obtain the requisite consents, it will consider its options and make an announcement at the appropriate time," he said.

SOurce: http://sg.finance.yahoo.com/news/mas-casts-eyes-f-ns-091354619.html

The company clarified that the disagreement over the price of the call option is with only some noteholders.

Indeed, bondholders are expected to agree to F& N's terms on the lower-coupon bonds, as the investors will not lose money on them. Bankers said at least four of the six bond series are likely to clear the process as the call option appears to be at a level equal or better than the current mark-to-market prices.

However, some investors may withhold their consent on the higher coupon-bearing notes, where F& N's proposed compensation would spell a substantial mark-to-market loss.

The row will come to a head on Tuesday, when the final deadline for consent is due. A bondholder meeting that F& N arranged is scheduled for Thursday, while shareholders are due to vote on the demerger on Wednesday. The property assets account for over 60% of F& N's profits.

(Reporting By Kit Yin Boey Editing by Christopher Langner and Abby Schultz)