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DBS Bank, as arranger for the retail
offering of the S$ PENs, wishes to announce the terms for the offering
of US$765 million principal amount of PENs to be issued by Finlayson Global
Corporation Limited (a wholly-owned subsidiary of Temasek), and exchangeable
for ordinary shares of DBS Bank.
The issue price of the PENs is
100% of the principal amount of the PENs. The offering size, yield to redemption,
redemption price, initial exchange price and initial exchange premium of
the PENs are as follows:-
Further details of the terms of the PENs are set out in the Appendix. The PENs are unconditionally guaranteed
by the Government of the Republic of Singapore. The PENs are expected to
be assigned on issue a rating of "AAA" by Standard & Poor’s Ratings
Services and "Aaa" for the S$ PENs and "Aa1" for the US$ PENs and Euro
PENs by Moody’s Investors Service, Inc.
The offering is part of the Government’s
ongoing privatisation initiative that will enable it to divest part of
the non-voting convertible preference shares received as consideration
for the transfer of POSBank to DBS Bank in November 1998. The preference
shares underlying the PENs are exchangeable into approximately 10% of DBS
Bank’s enlarged ordinary share capital.
The PENs also have a novel feature
which gives investors an option to convert their PENs into cash-settled
zero strike warrants should they be restricted from owning local shares
at the time of exchange. The warrants give the holders the economic benefits
to the underlying shares for another 5 years from the maturity of the PENs
but not the voting rights. The warrants are expected to be listed on a
recognised stock exchange overseas. Although this option is designed to
address the restrictions on foreign ownership, local investors (other than
investors who use their CPF funds to purchase the PENs) may also opt for
the warrants in lieu of local shares or cash settlement.
The S$ PENs with an initial size
of up to S$30 million are set aside for a retail offering to the public
in Singapore. The issuer has the discretion to increase the maximum issue
size from S$30 million to S$50 million depending on demand. Applications
for these PENs, available in lots of S$10,000, can only be made from 9
am on 11 February 1999 to 12 noon on 18 February 1999 at the ATMs of DBS
Bank (including its POSBank Services division), Keppel TatLee Bank Limited,
Oversea-Chinese Banking Corporation Limited Group, Overseas Union Bank
Limited and United Overseas Bank Limited Group. Each application to subscribe
for the S$ PENs may be paid in cash, by CPF funds or a combination of both.
Where an applicant elects to use a combination of cash and CPF funds, the
respective amount for each method of payment must be an integral multiple
of S$10,000. S$ PENs subscribed with CPF funds may not be exchanged for
any warrants.
An applicant must have an existing
bank account and hold an ATM card with one of the participating banks mentioned
above. In addition, he must maintain a Securities Account with the Central
Depository ("CDP") in his own name at the time of application and a CPF
Investment Account with the relevant participating bank if he wishes to
apply using CPF funds.
The PENs will be listed and traded
on the Stock Exchange of Singapore Ltd ("SES").
"This document is not an offer
of securities for sale in the United States. The Securities are not being
registered under the US Securities Act of 1933, as amended (the "Securities
Act") and may not be offered or sold in the United States or to or for
the account or benefit of US persons (as such terms are defined in Regulation
S under the Securities Act) unless registered under the Securities Act
or pursuant to an exemption from such registration. The Issuer does not
intend to register the Securities under the Securities Act."
Appendix FINLAYSON GLOBAL CORPORATION
LIMITED
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