Fraser & Neave (F & N)

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(28-10-2013, 04:39 PM)Clement Wrote:
(28-10-2013, 04:29 PM)rickytj Wrote: wait i dont understand...

according to presentation here,
http://infopub.sgx.com/FileOpen/Investor...eID=254081

pre DIS net debt is SGD 1214 mln,
but according to latest F/S, as of June 2013, cash is SGD 7329 mln and borrowings are SGD 3815 mln, which means FN has a net cash of SGD 3514 mln (instead of net debt)...

also pre DIS NAV per share is only SGD 5.59 according to the presentation, which didn't make sense because book value of equity as of June 2013 is already > SGD 13000 mln (or ~ SGD 9 per share)..

or is there something wrong with my calculation? how did they derive this then?

There was a large capital reduction exercise between the balance sheet date and today.

Yes, to add-on with detail.

Capital reduction of S$4.73 billion, or S$3.28 per share was distributed, and paid on end Jul 2013.

Ref: http://infopub.sgx.com/FileOpen/FNN-Noti...eID=247968
“夏则资皮,冬则资纱,旱则资船,水则资车” - 范蠡
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(28-10-2013, 04:43 PM)CityFarmer Wrote:
(28-10-2013, 04:39 PM)Clement Wrote:
(28-10-2013, 04:29 PM)rickytj Wrote: wait i dont understand...

according to presentation here,
http://infopub.sgx.com/FileOpen/Investor...eID=254081

pre DIS net debt is SGD 1214 mln,
but according to latest F/S, as of June 2013, cash is SGD 7329 mln and borrowings are SGD 3815 mln, which means FN has a net cash of SGD 3514 mln (instead of net debt)...

also pre DIS NAV per share is only SGD 5.59 according to the presentation, which didn't make sense because book value of equity as of June 2013 is already > SGD 13000 mln (or ~ SGD 9 per share)..

or is there something wrong with my calculation? how did they derive this then?

There was a large capital reduction exercise between the balance sheet date and today.

Yes, to add-on with detail.

Capital reduction of S$4.73 billion, or S$3.28 per share was distributed, and paid on end Jul 2013.

Ref: http://infopub.sgx.com/FileOpen/FNN-Noti...eID=247968

ohhh no wonder!!! thanks...

did they release the balance sheet post this cap reduction exercise?
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(28-10-2013, 04:51 PM)rickytj Wrote:
(28-10-2013, 04:43 PM)CityFarmer Wrote:
(28-10-2013, 04:39 PM)Clement Wrote:
(28-10-2013, 04:29 PM)rickytj Wrote: wait i dont understand...

according to presentation here,
http://infopub.sgx.com/FileOpen/Investor...eID=254081

pre DIS net debt is SGD 1214 mln,
but according to latest F/S, as of June 2013, cash is SGD 7329 mln and borrowings are SGD 3815 mln, which means FN has a net cash of SGD 3514 mln (instead of net debt)...

also pre DIS NAV per share is only SGD 5.59 according to the presentation, which didn't make sense because book value of equity as of June 2013 is already > SGD 13000 mln (or ~ SGD 9 per share)..

or is there something wrong with my calculation? how did they derive this then?

There was a large capital reduction exercise between the balance sheet date and today.

Yes, to add-on with detail.

Capital reduction of S$4.73 billion, or S$3.28 per share was distributed, and paid on end Jul 2013.

Ref: http://infopub.sgx.com/FileOpen/FNN-Noti...eID=247968

ohhh no wonder!!! thanks...

did they release the balance sheet post this cap reduction exercise?

Yes, it was the presentation slides in your post, which was less than 1 month from the capital reduction exercise Big Grin
“夏则资皮,冬则资纱,旱则资船,水则资车” - 范蠡
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Received a THiCK prospectus from F&N today. Anyone going to read the entire volume?
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(30-10-2013, 08:52 PM)NTL Wrote: Received a THiCK prospectus from F&N today. Anyone going to read the entire volume?

It should be read as user manual, not cover to cover, but selective parts that interesting.

I received it, yes, it is the thickest document I ever received, excluding the phone book Big Grin

(vested)
“夏则资皮,冬则资纱,旱则资船,水则资车” - 范蠡
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Reproduced from http://sg.finance.yahoo.com/news/f-n-pla...53766.html

Looks like some bondholders late to the game might be looking at some early redemption losses. I will be pretty pissed if it had happened to me....

***************

* Sale of core assets could trigger technical default
* Bondholders could get paid less than market prices
* Investors complain of unfriendly consent solicitation
By Kit Yin Boey
SINGAPORE, Nov 1 (IFR) - The Thai owners of Singapore blue-chip Fraser & Neave are heading for a showdown with bondholders over plans to spin off the group's core property asset.
F&N has launched a consent solicitation exercise for S$808.25m (US$652.7m) of outstanding Singapore dollar bonds to avoid triggering an event of default from the listing of Frasers Centrepoint and to pay down the debt ahead of maturity.
The process, however, has kicked up a storm in the investor community. Investors are generally unhappy with the redemption structure, a lack of communication from the company and the threat of a technical default.
"The crux of the problem is that F&N is taking a hardline view - take it or leave it to default. You can't treat investors - who have supported you in the past and who will be needed to support you in the future - like that," said one investor.
The consent exercise comes after F&N obtained regulatory approval to spin off its property arm Frasers Centrepoint into a separate listing.
The property assets are a core business in the F&N group, contributing about 60% to the group's revenues. This will leave F&N, which intends to remain listed, as a smaller company with interests mainly in food and beverage businesses.
The spin-off will breach certain covenants in the bonds, meaning F&N needs to obtain bondholder consent to waive an event of default. The exercise also includes the addition of a call option on or before June 30, 2014 in all the notes, as F&N intends to redeem the six outstanding bonds after the spin-off.
F&N has decided on a redemption payment structure, where the respective bondholders will receive the nominal principal sum, accrued interest, an early bird consent fee of 25bp and a pre-payment fee equal to half of the coupon.
This structure will mean that some investors are in line to receive more than the market value for their notes, while others will lose a fair bit.
One investor holding F&N's 5.5% notes due 2016 estimated that he would get only 103 cents on the dollar versus the current market value of 107. "I lose 4 points, while those holding the 2.48% 2016s will gain. Why should I be penalised just for holding a higher-paying coupon bond for the same maturity?" he added.
THREAT OF DEFAULT
Such complaints have met with little sympathy from F&N.
"F&N will be a very different company now with FCL carved out. We appreciate their support in the past. The consent exercise provides them a prepayment fee and a consent fee. If consent is not obtained, then an event of default will occur and under the terms and conditions of the notes/bonds, repayment will be at par," said a spokesperson for F&N.
If bondholders do not approve the changes, F&N could simply breach covenants and then cure a technical default by repaying investors at par.
A technical default by a blue-chip company in Singapore is unheard of and will cause waves in the bond market. It also points to an aggressive approach to the capital markets by F&N's new owners.
After F&N was acquired by Thai billionaire Charoen Sirivadhanabhakdi in a US$11.2bn takeover earlier this year, some bondholders said there was little engagement from the new management on the impact on their assets.
The news of the FCL spin-off also came as a surprise to some investors, who complained that there was no discussion of the development or the impact on their investments even though it was a potential technical breach. They also said the consent solicitation structure was imposed on them with no preliminary consultation.
"That lack of engagement in the early stage set the stage for some unhappy investors," said one credit analyst at a fund company. "We had asked many times for meetings with the management but we were told they were not keen to meet."
This was disputed by the F&N spokesman. "We met those who had requested for meetings with the F&N management, but declined requests for meetings with FCL management and we also met institutional investors as part of the demerger roadshow to promote and explain the demerger and some of them had included members of their credit teams as well," he added.
The spokesman pointed out that the company had to be consistent and fair to all noteholders and bondholders by finding a middle ground, but acknowledged that not all of them would be happy.
"To be fair to the investors we met, we had not worked out the consent solicitation process at that time, but we certainly shared the impact of the demerger with them."
The six outstanding bonds are a S$150m 3.62% due 2015, S$108.25m 5.5% due 2019, S$200m 6.00% due 2019, S$50m 2.45% due 2015, S$220m 2.48% due 2016 and S$80m 3.15% due 2018.
The early bird deadline is on November 7, while the consent exercise ends on November 12 with a bondholder meeting scheduled for November 14. In short, resolution will come very soon, for better or for worse. (Reporting By Kit Yin Boey; Editing by Christopher Langner and Steve Garton)
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A good move of Tawkay, there is no room for interference for his re-structuring IMO. Big Grin

It is an agreement between old F&N board with Heineken, not initiative from Tawkay team.

F&N enters into voluntary undertaking with CCS

SINGAPORE, 04 November 2013 – Fraser and Neave, Limited (the “Company”) refers to the sale and purchase agreement entered into on 18 August 2012 between the Company and Heineken International B.V. (“Heineken”) for Heineken to purchase the 50 per cent. interest in the issued share capital of Asia Pacific Investment Pte Ltd (“APIPL”) held by the Company (“APIPL Share Purchase Agreement”). The APIPL Share Purchase Agreement included, among others, a post-completion undertaking given by Heineken that the Heineken Group would not carry out any manufacture, distribution and sales of soft drinks for a period of two years (the “Soft Drinks Non-Compete Clause”). The Soft Drinks Non-Compete Clause will cease to have effect after 14 November 2014.

Prior to and since the Soft Drinks Non-Compete Clause was entered into, the Company has not observed and is not aware of any plans by Heineken to enter the soft drinks business in Singapore. Nonetheless, the Company has been engaging in discussions with the Competition Commission of Singapore (“CCS”), and following such discussions, has offered a voluntary undertaking to the CCS not to enforce the Soft Drinks Non-Compete Clause with respect to Singapore.

The voluntary undertaking was mutually agreed with the CCS and entered into without any finding of liability by the CCS or any admission of liability by the Company.
...

Ref: http://infopub.sgx.com/FileOpen/FNL_Medi...eID=262442
“夏则资皮,冬则资纱,旱则资船,水则资车” - 范蠡
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The bondholders will approve it, IMO.

F&N bondholders potential barrier to property unit spin off

Fraser & Neave may learn as soon as today whether bondholders will allow the company to amend the terms on $808.25 million of debt so it can spin off its property unit without triggering a default.

The beverages and property conglomerate, controlled by Thai billionaire Charoen Sirivadhanabhakdi, asked debt holders to waive certain default clauses and allow the company to buy back the securities on or before June 30, 2014 for a fee, according to Oct. 28 announcements to the Singapore stock exchange. The company offered to pay 100 cents on the dollar and a fee worth half of the note’s coupon and the accrued interest on the date that Fraser & Neave can call the securities, the documents show.

Failure to secure a positive vote may upset F&N’s plans to carve off its real estate division via a Singapore listing later this year. The 130 year-old conglomerate is seeking to separate that division from its other operations including its beverages and publishing units to focus on each units’ individual expansion strategies after the $13.8 billion takeover by Thailand’s richest man.

“We have considered all options, and decided that this would be the most consistent and fair approach for us to adopt,” said Jennifer Yu, a Singapore-based investor relations manager at F&N. “We are grateful for and appreciate the support of our lenders.”
...
http://www.theedgesingapore.com/the-dail...n-off.html
“夏则资皮,冬则资纱,旱则资船,水则资车” - 范蠡
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(07-11-2013, 03:00 PM)CityFarmer Wrote: The bondholders will approve it, IMO.

F&N bondholders potential barrier to property unit spin off

Fraser & Neave may learn as soon as today whether bondholders will allow the company to amend the terms on $808.25 million of debt so it can spin off its property unit without triggering a default.

The beverages and property conglomerate, controlled by Thai billionaire Charoen Sirivadhanabhakdi, asked debt holders to waive certain default clauses and allow the company to buy back the securities on or before June 30, 2014 for a fee, according to Oct. 28 announcements to the Singapore stock exchange. The company offered to pay 100 cents on the dollar and a fee worth half of the note’s coupon and the accrued interest on the date that Fraser & Neave can call the securities, the documents show.

Failure to secure a positive vote may upset F&N’s plans to carve off its real estate division via a Singapore listing later this year. The 130 year-old conglomerate is seeking to separate that division from its other operations including its beverages and publishing units to focus on each units’ individual expansion strategies after the $13.8 billion takeover by Thailand’s richest man.

“We have considered all options, and decided that this would be the most consistent and fair approach for us to adopt,” said Jennifer Yu, a Singapore-based investor relations manager at F&N. “We are grateful for and appreciate the support of our lenders.”
...
http://www.theedgesingapore.com/the-dail...n-off.html

For me, I did approve it. Big Grin

I guess the people who are against it are those you bought high within the past 1yr.
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Ops...MAS involvement might complicate the issue...

MAS casts eyes on F&N’s spat with bondholders

SINGAPORE - A simmering battle between Fraser & Neave and its bondholders related to the conglomerate’s plans to spin off its property division has drawn the attention of Singapore’s central bank.

The Monetary Authority of Singapore has approached bankers and investors to gather information on a consent solicitation that F&N launched last week. The discussions came after IFR reported that bondholders were unhappy with a consent solicitation process launched by F&N that will clear the way for the spin-off of Fraser Centrepoint, the group’s core property asset, and the early repayment of around S$808.25 million of outstanding Singapore dollar bonds.
...
http://www.todayonline.com/business/mas-...ondholders
“夏则资皮,冬则资纱,旱则资船,水则资车” - 范蠡
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