F&N gives Heineken go-ahead for share acquisition

Overall sale is worth $5.6 billion.

In an SGX release, shareholders at an Extraordinary General Meeting convened by Fraser and Neave, Limited have approved the sale of the Group’s interests in Asia Pacific Breweries Limited and Asia Pacific Investment Pte Ltd for $5.6 billion.

The proposed cash distribution of approximately $4.0 billion by way of capital reduction of one for every three F&N shares was not carried mainly as a result of the votes cast by Thai Beverage Public Company Limited and TCC Assets Limited against the capital reduction resolution.

On 18 August 2012, the Board of F&N had accepted an improved offer from and signed conditional sale and purchase agreements with Heineken International B V, a wholly-owned subsidiary of Heineken N V, to acquire F&N’s entire 39.7% interest in APB and other assets held through APIPL for a total aggregate consideration of $5.6 billion.

APIPL is the 50:50 joint venture company through which F&N and Heineken hold their joint 64.8% interest in APB. 98.7% of shareholders voted strongly in support of the resolution for the sale of F&N’s interests in APB and APIPL, which required a simple majority of shareholders present and voting at the EGM.

Accordingly, the special resolution for the distribution of $4.0 billion or 84% of the Group’s gain from proceeds of this sale via a capital reduction was put to a shareholders’ vote. A majority of shareholders, about 54.3%, present and voting at the EGM voted in favour of the special resolution but it did not achieve the requisite 75% to pass.

ThaiBev and TCC, who collectively hold 437,985,822 Shares representing approximately 30.7% of F&N1 , had in accordance with their intentions announced on 26 September 2012, cast their votes against the resolution. Consequently, this capital reduction will not proceed.

Excluding the votes cast by TCC and International Beverages Holdings Limited (“IBHL”, a whollyowned subsidiary of ThaiBev), there were 590,864,915 votes FOR Resolution 2 (representing approximately 90.9% of the Shares voted on Resolution 2, other
than the votes cast by TCC and IBHL).

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