Important Notice
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IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the preliminary offering circular following this page (the “Offering Circular”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOT FOR DISTRIBUTION IN THE UNITED STATES. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THE BONDS BEING OFFERED OR SOLD HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE OF THE PHILIPPINES (THE “SRC”). ANY FUTURE OFFER OR SALE OF THE BONDS WITHIN THE PHILIPPINES IS SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SRC UNLESS SUCH OFFER OR SALE IS MADE UNDER CIRCUMSTANCES IN WHICH THE BONDS QUALIFY AS EXEMPT SECURITIES OR QUALIFY AS EXEMPT TRANSACTIONS UNDER THE SRC. Any offer or sale of the Bonds within the Philippines is subject to registration unless such offer or sale is made under circumstances in which the Bonds qualify as exempt securities or pursuant to an exempt transaction under the SRC. The offer or sale of the Bonds in the Philippines to (a) “primary institutional lenders” pursuant to Rule 9.2(2) B of the amended implementing rules of the SRC, or (b) persons who are “qualified buyers” pursuant to Section 10.1(1) of the SRC, or (c) not more than nineteen (19) persons who are not “qualified buyers” during any twelve-month period pursuant to Section 10.1(k) of the SRC is exempt from registration. FPMH Finance Limited (the “Issuer”) has not obtained confirmation from the Philippine Securities and Exchange Commission that the offer and sale of the bonds within the Philippines qualifies as an exempt transaction. If necessary, the Issuer will file a notice of exemption from registration with the Philippine Securities and Exchange Commission pursuant to SRC Rule 10.1. Crédit Agricole Corporate and Investment Bank (the “Lead Manager”) has represented, warranted and agreed that it has and will not sell or offer for sale or distribution any bonds in the Philippines except to “primary institutional lenders” pursuant to Rule 9.2(2) B of the amended implementing rules of the SRC or to “qualified buyers” pursuant to Section 10.1(1) of the SRC. Prospective investors should take note of the transfer restrictions set out in Rule 9.2(2) B of the amended implementing rules of the SRC. Confirmation of your Representation: This Offering Circular is being sent at your request and by accepting the e-mail and accessing this Offering Circular, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and that you consent to delivery of such Offering Circular by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Circular to any other person. The materials relating to the offering of securities to which this Offering Circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer (as defined in this Offering Circular) in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Lead Manager nor any person who controls the Lead Manager, nor any director, officer, employee nor agent of the Lead Manager, or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Lead Manager. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. US$300,000,000 FPMH FINANCE LIMITED (incorporated in the British Virgin Islands with limited liability) 7.375% GUARANTEED SECURED BONDS DUE 2017 irrevocably and unconditionally guaranteed by FIRST PACIFIC COMPANY LIMITED (incorporated in Bermuda with limited liability) ISSUE PRICE: 100.0% The US$300,000,000 7.375% Guaranteed Secured Bonds due 2017 (the “Bonds”) offered hereby by FPMH Finance Limited (the “Issuer”) will be secured by (a) a share pledge under Philippine law (the “Share Pledge”) granted by Metro Pacific Holdings, Inc. (“MPHI”) over common shares (the “MPIC Shares”) in Metro Pacific Investments Corporation (“MPIC”) and (b) an assignment by way of continuing security of all rights in respect of an escrow account (the “Escrow Account”) in the name of the Issuer (the “Escrow Account Assignment”). The Bonds are also irrevocably and unconditionally guaranteed (the “Guarantee”) by First Pacific Company Limited (the “Guarantor”or“First Pacific”). The Bonds will constitute direct, unconditional, secured obligations of the Issuer. The Bonds will be secured in the manner described in Condition 3 of the Bonds and shall at all times rank pari passu and without any preference or priority amongst themselves. The Guarantee will constitute a direct, unsecured and unsubordinated obligation of First Pacific which will at all times rank at least pari passu with all other present and future unsecured and unsubordinated obligations of First Pacific save for such exceptions as may be provided by applicable laws. The Bonds will bear interest from 23 July 2010 at the rate set forth above, payable semi-annually in arrear on 24 January and 24 July of each year (commencing 24 January 2011), except that the first payment of interest, to be made on 24 January 2011, will be in respect of the period from and including 23 July 2010 to but excluding 24 January 2011 and will amount to US$37.080 per US$1,000 in principal amount of Bonds. The Bonds mature on 24 July 2017 but may be redeemed before then, in whole but not in part at the option of the holder of the Bonds (the “Bondholder”), on the occurrence of a Change of Control, a Delisting or, at the option of the Issuer in the event of certain developments affecting taxation, as described in this Offering Circular. An application has been made for the listing of the Bonds on the Official List of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any statements made or opinions expressed or reports contained in this Offering Circular. Admission of the Bonds to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, First Pacific, MPHI, MPIC or the Bonds. Investing in the Bonds involves risks. Please see “Risk Factors” beginning on page 21. The Bonds and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the U.S. except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Bonds are being offered in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. For a description of these and certain further restrictions on offers and sales of the Bonds and the distribution of this Offering Circular, see “Subscription and Sale”. The Bonds will be represented by beneficial interests in a global certificate (the “Global Certificate”) in registered form, without interest coupons attached, which will be registered in the name of a nominee of, and shall be deposited on or about 23 July 2010 with a common depositary for, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”).