Singapore's Fraser and Neave seeks consents again from two note series

By Marisa Wong

Madison, Wis., Dec. 6 - Fraser and Neave, Ltd. said it began on Friday a new consent solicitation for the S$108.25 million 5½% notes due 2016 and S$200 million 6% notes due 2019 issued by F&N Treasury Pte. Ltd. The company is seeking approval of waivers related to the proposed demerger of its property business.

Specifically, Fraser and Neave wants holders to waive any non-compliance with provisions of the notes that may result from the demerger, as well as to approve changes to the terms and conditions of the notes to include a call option.

Under the proposed call option, the company would be able to redeem the notes on any date on or prior to June 30, 2014. The option is for the full redemption of the notes, not a partial redemption.

The redemption prices would be par plus a prepayment fee of 6.5% for the 5½% notes and par plus a prepayment fee of 9% for the 6% notes. The redemption prices also include accrued interest.

The prepayment fees for the 5½% and 6% notes have been increased from 2.75% and 3%, respectively. The 2.75% and 3% prepayment fees were proposed under the previous consent solicitation described below.

The company is soliciting consents in the form of an extraordinary resolution at noteholder meetings scheduled for Dec. 23.

Each meeting requires a quorum of one or more persons holding at least two-thirds of the outstanding principal amount of the particular series of notes.

At least three-fourths of the votes cast must be in favor of the extraordinary resolution in order for it to pass.

Holders voting in favor of the resolution will receive a consent fee of 0.1%. Those who deliver voting instructions by an early acceptance deadline will be eligible for a fee of 0.5%.

The expiration date for delivering voting instructions is Dec. 21.

DBS Bank Ltd. is the solicitation agent.

Background

Fraser and Neave originally began a consent solicitation for six series of notes: its S$150 million 3.62% notes due 2015; F&N Treasury's S$50 million 2.45% notes due 2015, S$220 million 2.48% bonds due 2016 and S$80 million 3.15% bonds due 2018; and the 5½% notes and 6% notes under the new consent solicitation.

The company solicited consents to similar proposals in the form of an extraordinary resolution at noteholder meetings on Nov. 14.

According to notices dated Nov. 14, the extraordinary resolution passed at the meetings for the 3.62% bonds, the 2.48% bonds and the 2.45% notes but not at the meetings for the 5½% notes or the 6% notes. The company said at the time that it would consider its options and make further announcements regarding the 5½% notes and 6% notes.

A quorum was not met at the Nov. 14 meeting for the 3.15% bonds. The meeting for the 3.15% bonds was adjourned to Nov. 29. According to a Nov. 29 notice, the extraordinary resolution passed at the adjourned meeting.

The company also announced on Nov. 29 that it will pay an early acceptance fee to all holders of 3.62% bonds, 2.48% bonds and 2.45% notes who voted in favor of the extraordinary resolution, even if their voting instructions were delivered after the early acceptance fee deadline.

Fraser and Neave began the original consent solicitation on Oct. 28.

DBS Bank was also the solicitation agent for the first offer.

The Singapore company first announced the demerger on Aug. 27.

Fraser and Neave sells soft drinks, beer, dairy products and glass containers.

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