Circular to Shareholders - Fraser and Neave Limited

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INDICATIVE TIMETABLE The following are the indicative dates and times for the Completion and the Capital Reduction: Last date and time for lodgement of Proxy Form : 26 September 2012 at 10.00 a.m. Date and time of EGM : 28 September 2012 at 10.00 a.m. Expected date of Completion : On or about 30 November 2012 Expected date for obtaining approval of the High Court for the Capital Reduction 8 : On or about 7 December 2012 Expected Books Closure Date for the Capital Reduction : On or about 17 December 2012 at 5.00 p.m. Expected effective date of the Capital Reduction : On or about 18 December 2012 Expected payment date for the capital distribution pursuant to the Capital Reduction : On or about 24 December 2012 Notes: (1) Save for the date and time by which the Proxy Forms must be lodged and the date and time of the EGM, the timetable above is only indicative and the actual dates of the events in italics will be announced in due course. In particular, Shareholders should note that under the Agreements, the Completion of the Proposed Transaction will take place on the date falling 10 Business Days after the satisfaction (or waiver thereof) of the Conditions or such other date as the Company and Heineken may agree in writing and the estimated date of Completion assumes that all the Conditions will be satisfi ed (or waived) on 16 November 2012. (2) All Proxy Forms must be duly completed and deposited at the registered offi ce of the Company at 438 Alexandra Road, #21- 00 Alexandra Point, Singapore 119958, not later than 48 hours before the time appointed for the EGM. Completion and return of a Proxy Form will not preclude a Shareholder from attending and voting at the EGM if he so wishes. Any appointment of a proxy or proxies shall be deemed to be revoked if a Shareholder attends the EGM in person and, in such event, the Company reserves the right to refuse to admit any person or persons appointed under the Proxy Form to the EGM.
LETTER TO SHAREHOLDERS FRASER AND NEAVE, LIMITED (Incorporated in Singapore) (Company Registration No. 189800001R) Directors: Registered Offi ce: Mr Lee Hsien Yang (Non-executive and non-independent Chairman) 438 Alexandra Road Mr Timothy Chia Chee Ming (Non-executive independent Director) #21-00 Alexandra Point Ms Maria Mercedes Corrales (Non-executive independent Director) Singapore 119958 Mr Ho Tian Yee (Non-executive independent Director) Mr Hirotake Kobayashi (Non-executive and non-independent Director) Mr Koh Beng Seng (Non-executive independent Director) Dr Seek Ngee Huat (Non-executive independent Director) Mr Tan Chong Meng (Non-executive independent Director) Mr Nicky Tan Ng Kuang (Non-executive independent Director) To: The Shareholders of Fraser and Neave, Limited Dear Sir / Madam 9 6 September 2012 (1) THE PROPOSED DISPOSAL OF INTERESTS IN ASIA PACIFIC BREWERIES LIMITED AND ASIA PACIFIC INVESTMENT PTE LTD; AND (2) THE PROPOSED CAPITAL REDUCTION 1. INTRODUCTION 1.1 Proposed Transaction. On 18 August 2012, the Board announced (the “Announcement”) that the Company had entered into the Agreements with Heineken in respect of the proposed sale of the Company’s direct and indirect interests in Asia Pacifi c Breweries Limited (“APBL”) and the Company’s indirect interest in the assets (other than APBL Shares) held by Asia Pacifi c Investment Pte Ltd (“APIPL”) (collectively, the “Proposed Transaction”). Heineken is incorporated under the laws of the Netherlands and is a wholly-owned subsidiary of Heineken N.V.. Neither Heineken nor Heineken N.V. are related to the Company or any of the Company’s controlling shareholders as at the Latest Practicable Date. To the best of the Company’s knowledge, as at the Latest Practicable Date, neither Heineken nor Heineken N.V. holds any Shares. 1.2 Major Transaction. The relative fi gures for the Proposed Transaction computed on the bases set out in Rule 1006 of the Listing Manual (“Rule 1006”) are as follows: Rule 1006 Bases Sale Interests ($ million) (a) Net asset value of the Sale Interests compared with the F&N Group’s net asset value as at 30 June 2012 (b) Net profi ts attributable to the Sale Interests compared with the F&N Group’s net profi ts before income tax, exceptional items and before deducting non-controlling interests for 9M 2012 (c) Consideration (3) for the Sale Interests compared with the Company’s market capitalisation (4) F&N Group ($ million) Relative Figures (%) 1,486 (1) 7,875 (2) 18.9 331 688 48.2 5,591 11,954 46.8
Page 1 and 2: CIRCULAR DATED 6 SEPTEMBER 2012 THI
Page 3 and 4: DEFINITIONS In this Circular, the f
Page 5 and 6: DEFINITIONS “Directors” : The d
Page 7: DEFINITIONS “$” and “cents”
Page 11 and 12: LETTER TO SHAREHOLDERS 2.2.2 applyi
Page 13 and 14: LETTER TO SHAREHOLDERS 2.8 No Incre
Page 15 and 16: 4.1.2 Attractive Valuation LETTER T
Page 17 and 18: LETTER TO SHAREHOLDERS 6.1.2 Cancel
Page 19 and 20: LETTER TO SHAREHOLDERS which amount
Page 21 and 22: LETTER TO SHAREHOLDERS 8. CONDITION
Page 23 and 24: LETTER TO SHAREHOLDERS 10.4.2 Share
Page 25 and 26: LETTER TO SHAREHOLDERS 1 7. ADDITIO
Page 27 and 28: (ii) 9M 2012 APPENDIX 1 - FINANCIAL
Page 29 and 30: (ii) 9M 2012 APPENDIX 1 - FINANCIAL
Page 31 and 32: APPENDIX 2 - PRO FORMA BALANCE SHEE
Page 33 and 34: APPENDIX 3 - ADDITIONAL INFORMATION
Page 35 and 36: NOTICE OF EXTRAORDINARY GENERAL MEE
Page 37: Fold and seal here NOTES: 1. A memb

Circular to Shareholders - Fraser and Neave Limited

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