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The directors of FCC (the "Directors") are pleased to announce, subject
to the approval of the shareholders of the Company ("Shareholders") at
an Extraordinary General Meeting to be convened, the proposed renounceable
rights issue of 87,900,892 seven per cent. NCCPS at an issue price of $1.00
for each NCCPS on the basis of three (3) NCCPS for every ten (10) Shares
held, fractional entitlements to be disregarded; the proposed increase
in the authorised share capital of the Company; and the proposed amendments
to the Memorandum and Articles to, inter alia, provide for the rights,
benefits and privileges of the holders of the NCCPS. Approval in-principle
was obtained from the Stock Exchange of Singapore Ltd ("SES") on 1st December,
1998 for the listing and quotation of the NCCPS and the Shares into which
the NCCPS will be converted on the Main Board of the SES.
The Rights Issue
The NCCPS will be issued at a price of $1.00 representing a premium
of $0.99 for each NCCPS. The holders of NCCPS are entitled to convert all
or any of their NCCPS into Shares, based on the conversion ratio of one
Share for every one NCCPS held (subject to adjustments under certain circumstances),
from the date of issue of the NCCPS up to the fifth anniversary of the
date of issue of the NCCPS ("Mandatory Conversion Date"), save under certain
circumstances. The NCCPS will not be redeemable by the Company. On the
Mandatory Conversion Date, all the outstanding NCCPS will be converted
into Shares at the prevailing conversion ratio.
On allotment and issue, the NCCPS will rank pari passu without any preference
or priority among themselves. The NCCPS will rank after the existing 200,000,000
five per cent. redeemable cumulative preference shares of $0.01 each in
the capital of the Company redeemable in July 1999 (the "RCPS") but in
priority over other classes of shares for payment of dividends.
Guoco Group Limited ("Guoco") which currently has an interest in 172,778,299
Shares held through its wholly-owned subsidiaries Guoco Investment Pte
Ltd. ("GIPL") and Asia Fountain Investment Company Limited ("AFICL"), representing
in aggregate approximately 58.97% of the current issued share capital of
the Company of 293,002,975 Shares, has undertaken to procure GIPL and AFICL
to subscribe or procure subscriptions in full for their respective entitlements
under the Rights Issue of, in aggregate, 51,833,489 NCCPS. Four Directors
of the Company, namely Messrs Sat Pal Khattar, Quek Chee Hoon, Quek Leng
Chan and Kwek Leng Hai, have undertaken to take up in equal portions, any
of the remaining 36,067,403 NCCPS not subscribed for by the Singapore Registered
Shareholders or their renouncees pursuant to the Rights Issue.
The terms and conditions of the Rights Issue are subject to such changes
as the Directors may in their absolute discretion, deem fit.
Use of Proceeds
The amount of net proceeds of the Rights Issue is estimated to be approximately
$87.7 million. The Company intends to utilise $26.4 million to repay existing
bank borrowings and the remaining $61.3 million will be used for general
working capital requirements.
Proposed Increase in the Authorised Share Capital of the Company
It is proposed that the authorised share capital of the Company be increased
from $502,000,000 divided into (i) 500,000,000 Shares; and (ii) 200,000,000
RCPS to $503,000,000 divided into (i) 500,000,000 Shares; (ii) 200,000,000
RCPS; and (iii) 100,000,000 NCCPS in connection with the Rights Issue.
Proposed Amendments to the Memorandum and Articles
It is proposed that the Memorandum and Articles be amended to, inter
alia, provide for the rights, benefits and privileges of the NCCPS Holders.
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