notes

FFF is the first company to offer Notes on the SPSE. Notes have the following features:

  1. Each note will pay interest at the rate of 7.5% (7.5 cents) per annum (coupon).
  2. Coupons are payable twice yearly on 1 July and 1 January (coupon payment dates) for a maximum of 5 years from the date of issue. The amount paid on each coupon payment date will therefore be $0.0375 per note.
  3. Each note is a mandatory converting note and converts into one B-Class Ordinary Share either:
    • 5 years from the date that the notes are issued; or
    • earlier if the noteholder chooses early conversion. Early conversion will occur at the next 1st January coupon payment date after the Company receives a written request from the noteholder (see "Conversion of notes")
  4. Noteholders will receive copies of the annual audited accounts of the Company.
    • They may also attend annual general meetings of the Company, but are not entitled to vote.
  5. FFF has entered into a Trust Deed ("the Deed") for the benefit of noteholders.
    • A Trustee has been appointed to act on an interim basis as the Note Trustee on behalf of noteholders. A meeting of noteholders will be called 3 months following the issue of the notes at which time noteholders can appoint another Note Trustee.
    • The notes are debt obligations of the Company and are constituted under the Deed. Notes rank after the secured creditors of the Issuer and rank in all respects equally with all unsecured obligations, debts or liabilities of the Issuer.

conversion of notes

As mentioned above, each note converts into one share either:

5 years from the date that the notes are issued; or earlier if the noteholder chooses early conversion.

Early conversion will occur at the next 1st January coupon payment dateafter the Company receives a written request from the noteholder.

An early conversion request must be received by the Company at least 10 working days prior to the relevant 1st January coupon payment date.

A noteholder may choose to convert some of his/her notes only. It is not compulsory to convert all notes at the same time.

Upon notifying the Company, the noteholder will receive the next coupon immediately after which, the note(s) will convert.

For example:

A noteholder who gives notice 10 business days or more, prior to 1 January 2012 will receive a coupon on 1 January 2012. The noteholder's notes convert into shares on 1 January 2012 and the shares will be eligible for any dividends declared by the Company after that date.

A noteholder who gives notice less than 10 business days prior to 1 January 2012, but more than 10 business days prior to 1 July 2012 will receive coupons on 1 January 2012 and 1 July 2012. The noteholder's notes convert into shares on 1 July 2012, but the noteholder will not be eligible for any dividends declared by the Company later in the year. There are various reasons why a noteholder might choose to convert earlier. For example if the Company started paying dividends on shares earlier than 2017 as projected by the Company, and the annual dividend yield exceeded 6%, a noteholder might decide to convert to capture the higher income return from shares compared to notes.