Full Report - Fraser and Neave Limited

NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
38. UNUSUAL ITEM
As previously announced in September 2003, the former Finance Manager of a joint venture company, Asia Pacific
Breweries (S) Pte Ltd (“APBS”), Chia Teck Leng (“CTL”), was arrested by the police and subsequently charged in Court
and convicted on multiple charges for cheating and using forged documents to obtain and operate unauthorised
bank accounts in the name of APBS with CTL as the sole signatory.
In September 2004, four banks, Bayerische Hypo-und Vereinsbank Aktiengesellschaft, Skandinaviska Enskilda Banken,
Mizuho Corporate Bank Ltd and Sumitomo Mitsui Banking Corporation, commenced separate actions against APBS
for a total sum amounting to approximately $117.1 million.
Drew & Napier LLC has been instructed to defend APBS in each of these actions. Parties are in the midst of
interrogatories and there is a pending appeal in respect of discovery. Our lawyers have advised that based on the
existing documents and instructions, APBS has good arguable defences and will be vigorously defending the claims.
Consequently, no provision in the financial statements is considered necessary.
39. SUBSEQUENT EVENTS
(a) On 3 October 2006, the Group’s subsidiary company, Fraser & Neave Holdings Bhd (“F&NHB”), incorporated
a wholly-owned subsidiary in Thailand namely, F&N Dairies (Thailand) Limited (“F&N Thai”). The issued and
paid up share capital of F&N Thai is Baht 100,000 comprising 1,000 shares of Baht 100 each.
(b) On 13 October 2006, F&NHB acquired two wholly-owned companies, namely Arolys Singapore Pte Ltd
(“Arolys”) and Lion Share Management Limited (“LSM Ltd”). Arolys was incorporated in Singapore and LSM
Ltd was incorporated in the British Virgin Islands. Both companies have issued and paid up share capital of one
Singapore Dollar and one US Dollar respectively.
(c) On 16 October 2006, the following were announced by F&NHB through Bursa Malaysia:
(i) F&NHB and F&N Thai, entered into a Master Agreement with Nestle (Thai) Limited (“Navanakorn
Vendor”) and Nestle Dairy (Thailand) Limited (“Pakchong Vendor”) for the following:
(a) Proposed acquisition by F&N Thai of the canned liquid milk production assets (“Navanakorn
Assets”) from the Navanakon Vendor together with the relevant raw materials, packaging,
partially completed products, finished products and spare parts (“Navanakorn Transferable
Stocks”) owned by the Navanakorn Vendor; and
(b) Proposed acquisition by F&N Thai of the chilled dairy and juice production assets together with
the building on which the production assets are located (“Pakchong Assets”) from Pakchong
Vendor together with the relevant raw materials, packaging, partially completed products,
finished products and spare parts (“Pakchong Transferable Stocks”) owned by Pakchong
Vendor.
(Both the Navanakorn Assets and Pakchong Assets shall collectively be referred to as the “Thai
Assets”, whilst both Navanakorn Transferable Stock and Pakchong Transferable Stocks shall
collectively referred to as the “Transferable Stocks”).
The cash consideration for the Thai Assets is approximately $42 million (RM 97.56 million) and
the cash consideration for the Transferable Stock is $46.5 million (RM107.87 million).
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 165