FEDERAL INTERNATIONAL (2000) LTD

3 CONFIRMATION OF FINANCIAL RESOURCES
The Undertaking Shareholders have delivered to the Company letters issued by financial
institutions to the SGX-ST confirming that the Undertaking Shareholders will have sufficient
financial resources to fulfill their respective obligations under the relevant Letters of
Undertaking (“Confirmation of Financial Resources Letters”).
The Confirmation of Financial Resources Letters will be submitted by the Manager and
Underwriter to SGX-ST in due course.
4 UNDERWRITING AND SUB-UNDERWRITING ARRANGEMENT
The Board is also pleased to announce that it has successfully arranged for DMG & Partners
Securities Pte Ltd (the “Manager and Underwriter”) to partially underwrite the Rights Issue.
The Company has entered into an underwriting agreement (the “Underwriting Agreement”)
with the Manager and Underwriter, to underwrite up to 75,000,000 Rights Shares, other than
the Undertaking Shares (the “Underwritten Shares”).
In consideration of the Manager and Underwriter’s agreement to underwrite the Underwritten
Shares, the Company will pay the Manager and Underwriter an underwriting fee of 3.95% of
the aggregate amount of the Issue Price of the Underwritten Shares.
The Manager and Underwriter advised in writing that it will partially underwrite the
Underwritten Shares on condition that the Sub-Underwriter will enter into a sub-underwriting
arrangement with the Manager and Underwriter (the “Sub-Underwriting Arrangement”)
pursuant to which, among others, the Sub-Underwriter will agree to sub-underwrite up to
S$4 million worth of Rights Shares representing 50,000,000 Rights Shares (“Committed
Allocated Rights Shares”).
In consideration of the sub-underwriting commitment given by the Sub-Underwriter, the
Manager and Underwriter has agreed to pay to the Sub-Underwriter a sub-underwriting fee
equal to 3.50% of the aggregate amount of the Issue Price of the Committed Allocated
Rights Shares.
5 REVISED MINIMUM SUBSCRIPTION AMOUNT
In view of the above and assuming that only the Undertaking Shareholders subscribe in full
for the Undertaking Shares and that the Underwritten Shares are allotted and issued in full to
the Manager and Underwriter, an aggregate of 196,629,703 new Shares will be issued
pursuant to the Rights Issue (the “Minimum Subscription Scenario”).
Consequently, under the Minimum Subscription Scenario, the Company expects to raise
approximately S$15.25 million after deducting estimated expenses of approximately
S$482,000.
6 BOARD CONFIRMATION
The Board has considered the terms of the Underwriting Agreement and is unanimously of
the view that the terms of the Underwriting Agreement have been entered into on an arm’s
length basis and are on normal commercial terms.
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