F&N launches conditional cash offers for CPL and TPL

* Offers at premiums over market price represent an attractive and equitable proposition to shareholders of CPL and TPL

* Taking the two companies private will give F&N more flexibility in managing their resources

SINGAPORE - 13 November 2001 - Main board-listed Fraser and Neave Limited (F&N) today announced that it is making separate voluntary conditional cash offers through two wholly-owned subsidiaries to acquire all the issued and paid-up ordinary shares of SGX-listed Centrepoint Properties Ltd (CPL) and Times Publishing Limited (TPL).

The offers are being made to enable F&N to privatise both CPL and TPL.

Dr Michael Fam, F&N's Executive Chairman said, "The privatisation of CPL and TPL is aimed at restructuring F&N into a stronger and more flexible group, to further enhance shareholder value and sustain long-term growth.

"F&N, as an entrepreneurial shareholder in these companies, already plays a proactive and pivotal role in charting the strategic directions of these businesses. The privatisation of CPL and TPL will give us more flexibility in managing their resources. Through appropriate rationalisation and consolidation measures, we hope to realise greater synergies within the Group, for instance, by sharing best practices and tapping on the combined wealth of experience, knowledge and expertise of the management teams."

The voluntary conditional offer for CPL is made through wholly owned subsidiary, Norford Investments Pte Ltd, at an offer price of $2.07 per share, while the voluntary conditional offer for TPL is made through another wholly-owned subsidiary, Foregain Investments Pte Ltd, at an offer price of $4.48 per share.

F&N believes that the offers for CPL and TPL represent an attractive and equitable proposition to shareholders of the respective companies - based on the last transacted price of $1.68 for CPL and $3.60 TPL, at the close of the market today, the offer prices for CPL and TPL represent premiums of approximately 23.2% and 24.4% respectively.

F&N and its wholly owned subsidiary F&N Investments Pte Ltd hold a combined stake of 83.9% in the capital of CPL. Together with wholly-owned subsidiary Abiud Pte Ltd, F&N holds a combined 87.5% stake in the capital of TPL.

The offerors of both CPL and TPL have received irrevocable undertakings from F&N and F&N Investments to accept the offer in respect of their entire shareholdings in CPL and from F&N and Abiud in respect of their entire shareholdings in TPL.

The privatisation of CPL and TPL, if successful, is expected to increase F&N's net gearing ratio from 0.6 times to 0.7 times, based on its unaudited balance sheet as at 30 September 2001.

Based on the unaudited financial statements of F&N, CPL, and TPL for the year ended 30 September 2001 and assuming that the privatisation of CPL and TPL had taken effect on 1 October 2000, the earnings per F&N share are expected to increase $0.06 per share and the NTA per F&N share is expected to increase by $0.07 per share.

As the offers are all cash offers, there will be no impact on the issued share capital of F&N.

Both voluntary offers are conditional upon the offerors, together with its concert parties, owning 90% or more of the issued share capital of CPL and TPL.

Over the last year, CPL shares have been trading significantly below their NTA value. In addition, the trading liquidity of the shares has been low, with average daily trading volume of 45,000 shares over the last 12 months.

In the case of TPL, since F&N's takeover of TPL in June 2000 at $4.40 a share, the market price of TPL has been trading significantly below $4.40 and its NTA value. Liquidity has also been low with average daily trading volume of less than 1,000 shares over the last 12 months.

"The proposed privatisation of CPL and TPL will not change our business model and strategy. Our record over the years is evidence that we have the ability to achieve long-term sustainable growth," said Dr Fam.

"Moving forward, we will strive to better our earnings. The move to privatise these two companies and restructure the group will, we hope, lead to greater awareness of our share value and attract long-term investors who seek stable earnings growth and strong dividend yields."

The offer documents and the relevant acceptance forms will be despatched within 28 days of the date of the announcement to shareholders of CPL and TPL by OCBC Bank, which has been appointed as the financial advisor for these offers.