VOLUNTARY CONDITIONAL CASH OFFER
Credit Suisse (Singapore) Limited
Merrill Lynch (Singapore) Pte. Ltd.
CIMB Bank Berhad
OUE BAYTOWN PTE. LTD.
a special purpose vehicle formed by a consortium led by
OVERSEAS UNION ENTERPRISE LIMITED
to acquire all of the issued and paid-up ordinary shares in the capital of
FRASER AND NEAVE, LIMITED
other than those held by the Company as treasury shares and those already owned, controlled or
agreed to be acquired by the Offeror (as defined below)
EXTENSION OF CLOSING DATE
Credit Suisse (Singapore) Limited (“Credit Suisse
”), Merrill Lynch (Singapore) Pte. Ltd.
”) and CIMB Bank Berhad, Singapore Branch (“CIMB
” and together with Credit
Suisse and BofAML, collectively, the “Financial Advisers
”) refer to the offer document
dated 6 December 2012 (“Offer Document
”) despatched by the Financial Advisers, for and
on behalf of OUE Baytown Pte. Ltd. (the “Offeror
”) in connection with the voluntary
conditional cash offer (the “Offer
”) for all of the issued and paid-up ordinary shares (“F&N Shares
”) in the capital of Fraser and Neave, Limited (“F&N
” or “Company
”) other than
those F&N Shares held by the Company as treasury shares and those F&N Shares already
owned, controlled or agreed to be acquired, by the Offeror as at the date of the Offer
Unless otherwise defined, capitalised terms used in this Announcement shall have the
same meanings as defined in the Offer Document.
EXTENSION OF CLOSING DATE
The Financial Advisers wish to announce, for and on behalf of the Offeror, that the closing
date of the Offer shall be extended from 5.30 p.m. on 3 January 2013 to 5.30 p.m. on
14 January 2013 or such later date(s) as may be announced from time to time by or
on behalf of the Offeror (the “Closing Date”)
REQUEST FOR OFFER DOCUMENT, FAA AND FAT
Shareholders whose securities accounts with The Central Depository (Pte) Limited ("CDP
are credited with F&N Shares ("Depositors
") and shareholders whose names appear in the
register of members of the Company ("Scrip Shareholders
") who have not received or
who have misplaced the Offer Document and the relevant acceptance forms should contact
CDP (for Depositors) or Tricor Barbinder Share Registration Services (“Receiving Agent
(for Scrip Shareholders), as the case may be, immediately at the following respective
For Scrip Shareholders:
Tricor Barbinder Share Registration Services
(a division of Tricor Singapore Pte. Ltd.)
Copies of the FAA may be obtained by Depositors from CDP during normal business hours and up to the Closing Date, upon production of satisfactory evidence that their securities accounts with CDP are or will be credited with Offer Shares.
Copies of the FAT may be obtained by Scrip Shareholders from the Receiving Agent during normal business hours and up to the Closing Date, upon production of satisfactory evidence of title to the Offer Shares.
Copies of the Offer Document, the FAA and the FAT may also be downloaded from the SGX-ST website at http://www.sgx.com.
SHAREHOLDERS WHO HAVE ACCEPTED THE TCC OFFER
Shareholders who have tendered their Offer Shares in acceptance of the TCC Offer and who wish to accept the Offer are required to withdraw their acceptance of the TCC Offer pursuant to Rule 29 of the Code so that their Offer Shares are credited back to the “Free Balance” of their Securities Account (for Depositors) or their Offer Shares appear in the Register (for Scrip Shareholders) before tendering their Offer Shares in acceptance of the Offer.
Shareholders who have accepted the TCC Offer are entitled to withdraw their acceptances until the TCC Offer becomes or is declared to be unconditional as to acceptances. As at the date of this Announcement, the TCC Offer has not become unconditional as to acceptances.
If the Offer becomes or is declared unconditional as to acceptances, a Shareholder who has accepted the TCC Offer may withdraw his acceptance for the TCC Offer immediately.
Shareholders who are Depositors and who have accepted the TCC Offer and wish to exercise their right of withdrawal are required to give written notice to TCC Assets Limited, c/o The Central Depository (Pte) Limited, 4 Shenton Way, #02-01, SGX Centre 2, Singapore 068807. Scrip Shareholders who have accepted the TCC Offer and who wish to exercise their right of withdrawal are required to give written notice to TCC Assets Limited, c/o Tricor Barbinder Share Registration Services, 80 Robinson Road, #02-00, Singapore 068898. In each case, such notice of withdrawal shall be effective only when actually received by TCC.
DIRECTORS’ RESPONSIBILITY STATEMENT
The directors of each of the Offeror and Overseas Union Enterprise Limited (“OUE
(including any who may have delegated detailed supervision of this Announcement) have
taken all reasonable care to ensure that the facts stated and all opinions expressed in this
Announcement are fair and accurate and that no material facts have been omitted from this
Announcement, the omission of which would make any statement in this Announcement
misleading, and they jointly and severally accept responsibility accordingly. Where any
information has been extracted or reproduced from published or otherwise publicly
available sources (including, without limitation, in relation to the Company and its
subsidiaries and associated companies), the sole responsibility of the directors of the
Offeror and OUE has been to ensure through reasonable enquiries that such information is
accurately extracted from such sources or, as the case may be, reflected or reproduced in
Credit Suisse (Singapore)
Merrill Lynch (Singapore) Pte.
CIMB Bank Berhad,
For and on behalf of OUE Baytown Pte. Ltd.
3 January 2013
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