Circular to Shareholders - Fraser and Neave Limited

LETTER TO SHAREHOLDERS
10.4.2 Shareholders holding Scripless Shares
Shareholders who are Depositors and who have Shares standing to the credit of their
Securities Accounts as at the Books Closure Date will have the cheques for payment
of their respective entitlements to the capital distribution under the Capital Reduction
despatched to them by CDP by ordinary post, to their registered mailing address
maintained in the records of CDP, at their own risk, on or around the fi fth Market Day
after the Books Closure Date. Alternatively, such Shareholders will have payment of their
respective entitlements to the capital distribution under the Capital Reduction made in such
other manner as they may have agreed with CDP for the payment of any cash distributions.
On or around the date on which the Capital Reduction takes effect, CDP will debit Shares
from the Securities Accounts of the Depositors based on the Shares standing to the credit
of the Securities Accounts of the Depositors as at the Books Closure Date. The number of
Shares which will be debited from the Securities Account of each Depositor will be based
on the Reduction Ratio as described in paragraph 6.1.2 above and subject to the Rounding
Up as described in paragraph 6.1.3 above.
10.5 Odd Lots. To minimise the problems arising from odd lots as a result of the Capital Reduction,
an application was made to the SGX-ST to include a new trading board lot size of 10 Shares per
board lot. The SGX-ST has approved the listing and quotation for the Shares in board lots of 10
Shares for a period of four weeks starting from 9.00 a.m. on the fi rst Market Day on which the
Shares trade ex-entitlement to the Capital Reduction. After such period of four weeks, the Shares
will resume trading in board lots of 1,000 Shares only. The approval of the SGX-ST referred to in
this paragraph 10.5 is not to be taken as an indication of the merits of the Capital Reduction.
1 1. FINANCIAL EFFECTS
The fi nancial effects of the Proposed Transaction and the Capital Reduction on the F&N Group are
set out in Appendix 1 to this Circular.
1 2. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS
The interests of the Directors and the substantial shareholders in the Shares are disclosed in
Appendix 3 to this Circular. Save as disclosed, none of the Directors or controlling shareholders
of the Company has any interest, direct or indirect, in the Proposed Transaction and the Capital
Reduction.
1 3. DIRECTORS’ RECOMMENDATIONS
1 3.1 Proposed Transaction Resolution. Goldman Sachs has been appointed as lead fi nancial
adviser to the Company in relation to the Proposed Transaction. J.P. Morgan has been appointed
as fi nancial adviser to the Company in relation to the Proposed Transaction (excluding the Non-
APBL Assets ). Having considered the advice of the respective fi nancial advisers, the terms of
and the rationale for the Proposed Transaction, the Directors are of the opinion that the Proposed
Transaction is in the best interests of the Company. Accordingly, the Directors recommend that
Shareholders vote in favour of the Proposed Transaction Resolution, being Resolution 1 set out in
the Notice of EGM.
1 3.2 Capital Reduction Resolution. Goldman Sachs has been appointed as fi nancial adviser to the
Company in relation to the Capital Reduction. Having considered the advice of Goldman Sachs,
the terms of and the rationale for the Capital Reduction, the Directors are of the opinion that the
Capital Reduction is in the best interests of the Company. Accordingly, the Directors recommend
that Shareholders vote in favour of the Capital Reduction Resolution, being Resolution 2 set out in
the Notice of EGM.
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