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First Pacific Company Limited

Press Release


9th March 1998

SECONDARY OFFERING OF FIRST PACIFIC'S HAGEMEYER SHARES BEGINS TODAY

First Pacific Company Limited announced Monday that the Preliminary Offering Circular for the international secondary offering of its full stake in Hagemeyer N.V. was published today, coinciding with the launch of an extensive road show in the U.S., Netherlands and the rest of Europe.

The offer, which is expected to close on Thursday, 19th March when the final price will be set, is the largest private-sector secondary offering in Dutch history and among Europe's largest ever. It comprises up to 40.9 million ordinary bearer shares - including an option to the underwriters to purchase additional shares, known as a greenshoe - which represent First Pacific's entire 39.7% holding in Hagemeyer.

At Hagemeyer's closing share price on Friday of NLG 95.3, First Pacific's 40.9 million are valued at approximately NLG 3.9 billion (HK$14.8 billion).

The global offering consists of three parts: a Dutch offering to institutional and retail investors in the Netherlands; an international offering to institutional investors outside the Netherlands, in Europe and the rest of the world (excluding the U.S. and Canada); and a private placement to qualified institutional investors in the U.S. and Canada. The joint global coordinators for the placement are ING Barings, SBC Warburg Dillon Read and UBS, while the joint bookrunners are ING Barings and SBC Warburg Dillon Read.

First Pacific's Managing Director, Manuel Pangilinan, said: "Hagemeyer has brought First Pacific a return on investment of 24 per cent a year for the last 15 years. The sale of our stake, which will result in an exceptional profit of well over US$500 million, clearly demonstrates our commitment to create and crystallize shareholder value, and will enable us to concentrate our activities in the Asia-Pacific region. As we have stated, First Pacific intends to use the proceeds to pay down head office debt, strengthen our other businesses and acquire assets in the region which offer outstanding growth potential."

The sale of First Pacific's shares will also help Hagemeyer effect certain changes to its share structure which will make it more transparent. Under the existing structure, First Pacific has special voting rights which give it effective voting control over Hagemeyer, despite its 39.7 per cent shareholding interest in the company. On completion of the offering, these special rights will disappear, leaving the company with a simplified share structure in which each share has one vote.

Commenting on the launch of the global offering, a spokesman for the Joint Global Co-ordinators, ING Barings, SBC Warburg Dillon Read and UBS said: "We are delighted with the positive responses from investors we have received during pre-marketing and early indications of interest are very encouraging. It is clear there is a high regard for Hagemeyer among international institutional investors".

Further information about the offering syndicate and Hagemeyer are contained on the attached Notes to Editors.

These materials are not an offer of securities for sale into the United States. The securities may not be offered or sold in the United States unless they are registered or exempt from registration and any public offering of securities to be made in the Untied States will be made by means of a prospectus that will contain detailed information about Hagemeyer and its management, as well as financial statements.

* * *

For further information, please contact:

First Pacific Company Limited Robert Sherbin
Group Vice President
Corporate Communications
Tel: (852) 2842 4380
 
ING Barings John Shakeshaft
Director
Equity Capital Markets
Tel: (44-171) 767 6773
 
Joost Rietvelt
Director
Equity Capital Markets
Tel: (31-20) 563 8533
 
SBC Warburg Dillon Read Lucinda Riches
Executive Director
Equity Capital Markets
Tel: (44-171) 568 2260
 
UBS Stephan Sturm
Executive Director
Equity Capital Markets
Tel: (44-171) 901 2068


First Pacific Company's information can also be accessed on:

Web Site: http://www.firstpacco.com
http://www.irasia.com/listco/hk/firstpac
E-mail: info@firstpac.com.hk


Notes to Editors

I. Global Offering Syndicate

Joint Global Co-ordinators: ING Barings
SBC Warburg Dillon Read
UBS
 
Joint Bookrunners: ING Barings
SBC Warburg Dillon Read

International Syndicate:
        Joint Lead Managers: ING Barings
SBC Warburg Dillon Read
UBS
 
        Co Leads:ABN Amro
DMG
Merrill Lynch
NWM/BTI

Dutch Syndicate:
        Joint Lead Managers: ING Barings
SBC Warburg Dillon Read
UBS
 
        Senior Co Lead: ABN Amro
 
        Co Leads: Rabobank
Mees Pierson
Kempen

U.S. Syndicate:

        Joint Lead Managers: ING Barings
SBC Warburg Dillon Read
UBS
 
        Senior Co Lead: Merrill Lynch
 
        Co Managers: ABN Amro
NWM/BTI

II. About Hagemeyer


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