Fraser & Neave (F & N)

[specuvestor]

Why do you exclude leveraging, substituting equity with debt by making more capital return?

[CityFarmer]

Why do you exclude leveraging, substituting equity with debt by making more capital return?

I have different view on that from yours.

I will agree it will be done with FCL, but I have different view on F&N, which might follow different route.

Well, I might be wrong, but I will stick to that view, till further update.

(vested)

[specuvestor]

Interesting. What do u see to come to that view? (Pun intended)

[CityFarmer]

Both the resolutions are approved in the EGMs.

To approve the proposed Capital Reduction: 100% FOR and 0% AGAINST

To approve the proposed adoption of the Interested Person Transactions Mandate: 98.79 FOR, and 1.21 AGAINST

Ref: http://infopub.sgx.com/FileOpen/FNL-EGM1...eID=277068
Ref: http://infopub.sgx.com/FileOpen/FNL-EGM2...eID=277069

[safetyfirst]

The way that F&N is being treated now seems so similar to private equity.

buy a company, load it up with debt, pull out as much cash as possible.

And if the company is unlisted, find a suitable time to IPO it again when market sentiment is good.

And if the company is still listed, maintain a high share price, then do a share placement, there wont be a shortage of brokerages that will help to sell the shares

[CityFarmer]

The capital reduction of $0.42 per share is approved by High Court, so no further hurdle to cross.

Important dates:
- Book Closure date is 27 Mar 2014, which means "ex" date is 24 Mar 2014
- Payment date : On or around 3 Apr 2014

It seems instant milking from F&N should end with the capital reduction. Organic growth due to synergy between the company and ThaiBev, will be the next value to be extracted, IMO

(vested)

Ref: http://infopub.sgx.com/FileOpen/FNL-Noti...eID=288295

[toiletsiao]

The capital reduction of $0.42 per share is approved by High Court, so no further hurdle to cross.

Important dates:
- Book Closure date is 27 Mar 2014, which means "ex" date is 24 Mar 2014
- Payment date : On or around 3 Apr 2014

It seems instant milking from F&N should end with the capital reduction. Organic growth due to synergy between the company and ThaiBev, will be the next value to be extracted, IMO

(vested)

Ref: http://infopub.sgx.com/FileOpen/FNL-Noti...eID=288295

after this capital reduction..i think the stake exchange between Thaibev and TCC will happen soon...real soon

[CityFarmer]

The capital reduction of $0.42 per share is approved by High Court, so no further hurdle to cross.

Important dates:
- Book Closure date is 27 Mar 2014, which means "ex" date is 24 Mar 2014
- Payment date : On or around 3 Apr 2014

It seems instant milking from F&N should end with the capital reduction. Organic growth due to synergy between the company and ThaiBev, will be the next value to be extracted, IMO

(vested)

Ref: http://infopub.sgx.com/FileOpen/FNL-Noti...eID=288295

after this capital reduction..i think the stake exchange between Thaibev and TCC will happen soon...real soon

Well, I am not so sure. I do agree the stake swap should occur, since it is more feasible for both TCC and ThaiBev, but timing?

I will vote for the timing after FCL value is sufficiently "milked". Don't trust me, I am always a poor market timer

(vested in both F&N and FCL, but not ThaiBev)

[greengiraffe]

The capital reduction of $0.42 per share is approved by High Court, so no further hurdle to cross.

Important dates:
- Book Closure date is 27 Mar 2014, which means "ex" date is 24 Mar 2014
- Payment date : On or around 3 Apr 2014

It seems instant milking from F&N should end with the capital reduction. Organic growth due to synergy between the company and ThaiBev, will be the next value to be extracted, IMO

(vested)

Ref: http://infopub.sgx.com/FileOpen/FNL-Noti...eID=288295

after this capital reduction..i think the stake exchange between Thaibev and TCC will happen soon...real soon

Well, I am not so sure. I do agree the stake swap should occur, since it is more feasible for both TCC and ThaiBev, but timing?

I will vote for the timing after FCL value is sufficiently "milked". Don't trust me, I am always a poor market timer

(vested in both F&N and FCL, but not ThaiBev)

Confirm that there is no restriction in the swap of F&N and FCL shares between TCC and Inter-Bev as revealed in pages 63 & 64 of FCL introduction documents.

May be to simplify matters the ratio of such a swap to be fixed at 1 FNN for 2 FCL?

GG

In this regard, the SGX-ST has granted a waiver from the requirements under Rules 228 and 229(1)
in respect of such InterBev-TCCA Transfer during the Lock-up Period so long as it does not result in a
reduction in the effective interest of the ultimate controlling shareholders of our Company during the Lockup
Period, for the following reasons:
(a) the ultimate controlling shareholders of our Company, Mr Charoen Sirivadhanabhakdi and
Khunying Wanna Sirivadhanabhakdi, hold their shares in F&N and our Company through, InterBev
Investment Limited (a subsidiary of Thai Beverage Public Company Limited) and TCC Assets
Limited. In consideration of the fact that Thai Beverage Public Company Limited’s core business is
in beverage, the waiver is granted to enable the ultimate controlling shareholders of our Company
to hold their interests in our Company through TCC Assets Limited only and is subject to TCC
Assets Limited providing an undertaking to comply with the requirements under Rules 228 and
229(1) for the remaining applicable period;
(b) the resultant interests in F&N and our Company held by InterBev Investment Limited and TCC
Assets Limited pursuant to the InterBev-TCCA Transfer will be dependent on, inter alia, advice
obtained by Thai Beverage Public Company Limited’s fi nancial adviser and the market valuation of
F&N and our Company post-Distribution. Since there is currently no market price of F&N (excluding
our Company) and our Company, it is diffi cult, prior to the Distribution, to determine the terms of
the InterBev-TCCA Transfer; and
© the InterBev-TCCA Transfer would not result in any change in the effective interest of the ultimate
controlling shareholders of our Company.
Each of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi has also undertaken to
the Sole Issue Manager and our Company not to, without the prior consent of the Sole Issue Manager
(such consent not to be unreasonably withheld or delayed), inter alia, offer, sell, contract to sell, grant any
option or contract to purchase, grant any security over or otherwise dispose of, directly or indirectly, any
of his/her shareholding in TCC Assets Limited during the Lock-up Period.
64
Each of Thai Beverage Public Company Limited and International Beverage Holdings Limited has also
undertaken to the Sole Issue Manager and our Company not to, without the prior consent of the Sole
Issue Manager (such consent not to be unreasonably withheld or delayed), inter alia, offer, sell, contract
to sell, grant any option or contract to purchase, grant any security over or otherwise dispose of, directly
or indirectly, any of its shareholding in International Beverage Holdings Limited and InterBev Investment
Limited, respectively, during the Lock-up Period, unless InterBev Investment Limited ceases to be a
Shareholder of the Company as a result of the InterBev-TCCA Transfer.

[greengiraffe]

Thanks for the headsup in the reminder for the streamlining of F&N and FCL stakes between TCC and Thai Bev.

Using latest closing prices, ex capital reduction of $0.42, F&N @ $3.00 and FCL @ 1.57, Thai Bev can swap for about 50% of TCC's F&N stake leaving TCC with the balance 50% that can be placed out over time, if it so wish to. In return, TCC will assume full control of 87.93% of FCL with a moratorium that bars it from placement till after 10 Jul 14.

The upcoming swap could well explain the firmness in Thai Bev share price as F&N will become its subsidiary (don't know the actual financial impact).

Will also post this thread in FCL.

Thanks to discussion between Cityfarmer and TS that help me thought of the above.

GG