Singapore's Fraser and Neave gets consents from holders of four series

By Marisa Wong

Madison, Wis., Dec. 3 - Fraser and Neave, Ltd. gave the final results of its previously announced consent solicitation relating to six series of notes.

The company solicited consents from holders of its S$150 million 3.62% notes due 2015 and the following notes issued by F&N Treasury Pte. Ltd.:

• S$108.25 million 5½% notes due 2016;

• S$200 million 6% notes due 2019;

• 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.

The company solicited consents 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 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 consent solicitation on Oct. 28 to seek approval of waivers related to the proposed demerger of its property business.

Specifically, Fraser and Neave wanted 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 all of the notes on any date on or prior to June 30, 2014.

The redemption prices would be as follows:

• Par plus a prepayment fee of 2.75%, along with accrued interest to the redemption date, for the 5½% notes;

• Par plus a prepayment fee of 3% and accrued interest for the 6% notes;

• Par plus a prepayment fee of 1.225% and accrued interest for the 2.45% notes;

• Par plus a prepayment fee of 1.24% and accrued interest for the 2.48% bonds; and

• Par plus a prepayment fee of 1.575% and accrued interest for the 3.15% bonds.

DBS Bank Ltd. was the solicitation agent.

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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