753,291,782 issued FCL Shares

 

 

 

*Pursuant to the Corporate Restructuring, FCL will have a total issued share capital

of $1,754 million comprising a minimum of 2,883,038,872 FCL Shares and a maximum

of 2,892,432,490 FCL Shares

  50/2,892,432,490 =0.0173



  each F& N SH entitle to 2FCL .....He will get 2x1.73c =3.46c dividend

  Below is the extraction from Circular issued to F& N SH dd 28.10.13

 

 

 

 

 

 

4. DETAILS OF THE FCL DISTRIBUTION

4.1 Key Steps. The FCL Distribution involves the distribution by the Company of all the FCL Shares

held by the Company, comprising 100 per cent. of the issued FCL Shares, to Shareholders in the

proportion of two FCL Shares for each Share held by Shareholders or on their behalf as at the



 

Books Closure Date. The FCL Distribution will be effected by way of a dividend in specie and the

 

 

Company will implement the following in conjunction with the FCL Distribution.



 

4.1.1 Corporate Restructuring. Immediately prior to the Corporate Restructuring (as described

below), the issued ordinary share capital of FCL was $753,976,920.36 comprising

753,291,782 issued FCL Shares and the issued preference share capital of FCL was

$330,000,000 comprising 330,000 redeemable preference shares, all of which were held

by the Company. The Company has subscribed for 330,000,000 new FCL Shares (the



 

?Initial Capitalisation?) for a total subscription amount of $330 million using internal cash

 

 

resources. FCL has redeemed all the redeemable preference shares currently held by



 

the Company in FCL for an aggregate amount of $330 million (the ?Preference Shares

Redemption?). In addition, the Company will undertake the following:

 

 

(i) immediately prior to the Proposed Listing, the Company will subscribe for new FCL



 

Shares (the ?Additional Capitalisation?, and together with the Initial Capitalisation,

the ?FCL Capitalisation?) for a total subscription amount of $0.67 billion. The total

 

 

number of new FCL Shares to be issued under the Additional Capitalisation will be

such that the total number of FCL Shares held by the Company after the Additional

Capitalisation will be equivalent to the total number of FCL Shares to be distributed

pursuant to the FCL Distribution. The exact number of new FCL Shares to be issued

pursuant to the Additional Capitalisation will depend on the total number of Shares

held by Shareholders as at the Books Closure Date and



 

(ii) F& NT has extended loans to the FCL Group (the ?Loans?) from time to time

 

 

for various purposes. As at the Latest Practicable Date, the aggregate amount

outstanding on the Loans was $2.037 billion. This amount is expected to increase

and to reach approximately $2.307 billion by the end of November 2013. Immediately

prior to the Proposed Listing, $0.67 billion of the Loans will be repaid with equity

injected by the Company pursuant to the Additional Capitalisation while the

remaining loans of approximately $1.637 billion will be transferred (for consideration)

by F& NT (as lender) to FCLT, which consideration will be funded by drawing down on

bank loans,

(together with the Initial Capitalisation and the Preference Shares Redemption, the



 

?Corporate Restructuring?).

 

 

As at the Latest Practicable Date, the Company has 1,441,519,436 Shares in issue



 

(excluding 4,100 treasury shares). In addition, up to 4,696,809 new Shares (?2013 Award

Shares?) could be issued on or prior to 31 December 2013, pursuant to outstanding

awards of Shares granted pursuant to the F& N Share Plans (?Share Awards?). The 2013

 

 

Award Shares are the maximum number of Shares that may be issued by 31 December

2013 pursuant to outstanding Share Awards. However, the 2013 Award Shares may or

may not be issued by the Books Closure Date. If the 2013 Award Shares are issued by the

Books Closure Date, the holders of the 2013 Award Shares will be entitled to FCL Shares

pursuant to the FCL Distribution as well, on the basis of two FCL Shares for each Share,

thereby necessitating more FCL Shares to be issued. Consequently, the number of Shares

may increase depending on the number of the 2013 Award Shares which are issued by the

Books Closure Date.

Assuming that there is no change to the number of issued Shares as at the Books Closure

Date, the number of FCL Shares to be issued pursuant to the FCL Capitalisation is

2,129,747,090 FCL Shares. Assuming that all the 2013 Award Shares are issued on or

 

prior to the Books Closure Date, the number of FCL Shares to be issued pursuant to the

 

FCL Capitalisation is 2,139,140,708 FCL Shares.

 

Pursuant to the Corporate Restructuring, FCL will have a total issued share capital

of $1,754 million comprising a minimum of 2,883,038,872 FCL Shares and a maximum

of 2,892,432,490 FCL Shares, which will be held in its entirety by the Company prior to

 

effecting the FCL Distribution.