FELDA GLOBAL VENTURES HOLDINGS BERHAD (Company No.: 800165-P) www.feldaglobal.com FELDA GLOBAL VENTURES HOLDINGS BERHAD (Company No.: 800165-P) PROSPECTUS PROSPECTUS Joint Principal Advisers, Joint Managing Underwriters and Joint Underwriters for the Retail Offering Joint Global Coordinators (in alphabetical order) Joint Bookrunners for the Institutional Offering (in alphabetical order) Joint Underwriters for the Retail Offering (in alphabetical order) YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. FOR INFORMATION CONCERNING CERTAIN RISKS RELATING TO AN INVESTMENT IN THE SHARES WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” IN SECTION 5 OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OUTSIDE MALAYSIA. LISTING SOUGHT: MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD AFFIN Investment Bank Berhad (Company No.: 9999-V) Alliance Investment Bank Berhad (Company No.: 21605-D) AmInvestment Bank Berhad (Company No.: 23742-V) Bank Muamalat Malaysia Berhad (Company No.: 6175-W) BIMB Securities Sdn Bhd (Company No.: 290163-X) Hong Leong Investment Bank Berhad (Company No.: 43526-P) HwangDBS Investment Bank Berhad (Company No.: 14389-U) KAF Investment Bank Berhad (Company No.: 20657-W) Kenanga Investment Bank Berhad (Company No.: 15678-H) MIDF Amanah Investment Bank Berhad (Company No.: 23878-X) OSK Investment Bank Berhad (Company No.: 14152-V) Public Investment Bank Berhad (Company No.: 20027-W) RHB Investment Bank Berhad (Company No.: 19663-P) CIMB Investment Bank Berhad (Company No.: 18417-M) Deutsche Bank AG, Hong Kong Branch (Company Registration No.: F-2106) J.P. Morgan Securities Ltd (Company Registration No.: 2711006) Maybank Investment Bank Berhad (Company No.: 15938-H) Morgan Stanley & Co. International plc (Company Registration No.: 2068222) CIMB Investment Bank Bhd (18417-M) (A Participating Organisation of Bursa Malaysia Securities Berhad) Morgan Stanley & Co. International plc (Company Registration No.: 2068222) CIMB Investment Bank Bhd (18417-M) (A Participating Organisation of Bursa Malaysia Securities Berhad) FELDA GLOBAL VENTURES HOLDINGS BERHAD (Company No.: 800165-P) (Incorporated in Malaysia under the Companies Act, 1965) Dated 31 May 2012 INITIAL PUBLIC OFFERING (“IPO”) OF UP TO 2,188,890,900 ORDINARY SHARES OF RM1.00 EACH IN FELDA GLOBAL VENTURES HOLDINGS BERHAD (“FGVH”) (“IPO SHARES”) IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE 3,648,151,500 ORDINARY SHARES OF RM1.00 EACH IN FGVH (“SHARES”) ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD COMPRISING AN OFFER FOR SALE OF UP TO 1,208,890,900 EXISTING SHARES (“OFFER SHARES”) AND A PUBLIC ISSUE OF 980,000,000 NEW SHARES (“ISSUE SHARES”) COMPRISING: (I) INSTITUTIONAL OFFERING OF UP TO 1,915,279,900 SHARES COMPRISING: • UP TO 1,208,890,900 OFFER SHARES AND 286,852,000 ISSUE SHARES TO MALAYSIAN INSTITUTIONAL AND SELECTED INVESTORS AND FOREIGN INSTITUTIONAL AND SELECTED INVESTORS AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDING (“INSTITUTIONAL PRICE”); AND • 419,537,000 ISSUE SHARES TO BUMIPUTERA INSTITUTIONAL AND SELECTED INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY AT THE INSTITUTIONAL PRICE, (II) RETAIL OFFERING OF 273,611,000 SHARES COMPRISING: • 200,648,000 ISSUE SHARES MADE AVAILABLE TO THE ELIGIBLE EMPLOYEES (AS DEFINED HEREIN), ELIGIBLE FELDA SETTLERS (AS DEFINED HEREIN) AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF FGVH AND ITS SUBSIDIARIES; AND • 72,963,000 ISSUE SHARES MADE AVAILABLE TO THE MALAYSIAN PUBLIC, AT THE RETAIL PRICE OF RM4.55 PER SHARE (“RETAIL PRICE”), PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO REFUND OF THE DIFFERENCE, IN THE EVENT THAT THE FINAL RETAIL PRICE (AS DEFINED HEREIN) IS LESS THAN THE RETAIL PRICE, SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS AND OVER-ALLOTMENT OPTION (AS DEFINED HEREIN). THE FINAL RETAIL PRICE WILL BE EQUAL TO THE LOWER OF: (I) THE RETAIL PRICE; AND (II) 98% OF THE INSTITUTIONAL PRICE, SUBJECT TO ROUNDING TO THE NEAREST SEN. FGV IiiiilI elM B IiiiiI elMB Morgan Stanley FGV
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FELDA GLOBAL VENTURES HOLDINGS BERHAD(Company No.: 800165-P)
www.feldaglobal.com
FE
LD
A G
LO
BA
L V
EN
TU
RE
S H
OLD
ING
S B
ER
HA
D
(Com
pany N
o.: 800165-P)
PR
OS
PE
CT
US
PR
OS
PE
CT
US
Joint Principal Advisers, Joint Managing Underwriters and Joint Underwriters for the Retail Offering
Joint Global Coordinators (in alphabetical order)
Joint Bookrunners for the Institutional Offering (in alphabetical order)
Joint Underwriters for the Retail Offering (in alphabetical order)
YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.
FOR INFORMATION CONCERNING CERTAIN RISKS RELATING TO AN INVESTMENT IN THE SHARES WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” IN SECTION 5 OF THIS PROSPECTUS.
THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OUTSIDE MALAYSIA.
LISTING SOUGHT:
MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD
AFFIN Investment Bank Berhad
(Company No.: 9999-V)
Alliance Investment Bank Berhad
(Company No.: 21605-D)
AmInvestment Bank Berhad(Company No.: 23742-V)
Bank Muamalat MalaysiaBerhad
(Company No.: 6175-W)
BIMB Securities Sdn Bhd(Company No.: 290163-X)
Hong Leong Investment Bank Berhad
(Company No.: 43526-P)
HwangDBS Investment Bank Berhad
(Company No.: 14389-U)
KAF Investment Bank Berhad(Company No.: 20657-W)
Kenanga Investment Bank Berhad
(Company No.: 15678-H)
MIDF Amanah Investment Bank Berhad
(Company No.: 23878-X)
OSK Investment Bank Berhad(Company No.: 14152-V)
Public Investment Bank Berhad
(Company No.: 20027-W)
RHB Investment Bank Berhad(Company No.: 19663-P)
CIMB Investment Bank Berhad
(Company No.: 18417-M)
Deutsche Bank AG, Hong Kong Branch
(Company Registration No.: F-2106)
J.P. Morgan Securities Ltd(Company Registration No.: 2711006)
Maybank Investment Bank Berhad
(Company No.: 15938-H)
Morgan Stanley & Co. International plc
(Company Registration No.: 2068222)
CIMB Investment Bank Bhd (18417-M) (A Participating Organisation of Bursa Malaysia Securities Berhad)
Morgan Stanley & Co. International plc (Company Registration No.: 2068222)
CIMB Investment Bank Bhd (18417-M) (A Participating Organisation of Bursa Malaysia Securities Berhad)
FELDA GLOBAL VENTURES HOLDINGS BERHAD
(Company No.: 800165-P) (Incorporated in Malaysia under the Companies Act, 1965)
Dated 31 May 2012
INITIAL PUBLIC OFFERING (“IPO”) OF UP TO 2,188,890,900 ORDINARY SHARES OF RM1.00 EACH IN FELDA GLOBAL VENTURES HOLDINGS BERHAD (“FGVH”) (“IPO SHARES”) IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE 3,648,151,500 ORDINARY SHARES OF RM1.00 EACH IN FGVH (“SHARES”) ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD COMPRISING AN OFFER FOR SALE OF UP TO 1,208,890,900 EXISTING SHARES (“OFFER SHARES”) AND A PUBLIC ISSUE OF 980,000,000 NEW SHARES (“ISSUE SHARES”) COMPRISING:
(I) INSTITUTIONAL OFFERING OF UP TO 1,915,279,900 SHARES COMPRISING:
• UP TO 1,208,890,900 OFFER SHARES AND 286,852,000 ISSUE SHARES TO MALAYSIAN INSTITUTIONAL ANDSELECTED INVESTORS AND FOREIGN INSTITUTIONAL AND SELECTED INVESTORS AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDING (“INSTITUTIONAL PRICE”); AND
• 419,537,000 ISSUESHARESTOBUMIPUTERA INSTITUTIONALANDSELECTED INVESTORSAPPROVEDBYTHEMINISTRY OF INTERNATIONAL TRADE AND INDUSTRY AT THE INSTITUTIONAL PRICE,
(II) RETAIL OFFERING OF 273,611,000 SHARES COMPRISING:
• 200,648,000 ISSUESHARESMADEAVAILABLETOTHEELIGIBLEEMPLOYEES (ASDEFINEDHEREIN), ELIGIBLEFELDA SETTLERS (AS DEFINED HEREIN) AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF FGVH AND ITS SUBSIDIARIES; AND
• 72,963,000ISSUESHARESMADEAVAILABLETOTHEMALAYSIANPUBLIC,
AT THE RETAIL PRICE OF RM4.55 PER SHARE (“RETAIL PRICE”), PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO REFUND OF THE DIFFERENCE, IN THE EVENT THAT THE FINAL RETAIL PRICE (AS DEFINED HEREIN) IS LESS THAN THE RETAIL PRICE,
SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS AND OVER-ALLOTMENT OPTION (AS DEFINED HEREIN). THE FINAL RETAIL PRICE WILL BE EQUAL TO THE LOWER OF:
(I) THE RETAIL PRICE; AND
(II) 98% OF THE INSTITUTIONAL PRICE,
SUBJECT TO ROUNDING TO THE NEAREST SEN.
FGV
IiiiilI elM B
IiiiiI elMB Morgan Stanley
FGV
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