78JZ Sg Issuer 25

RNS Number:1063Q
First Pacific Capital (1997) Ld
17 January 2002

The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.


                        FIRST PACIFIC COMPANY LIMITED

               (Incorporated in Bermuda with limited liability)

                                 ANNOUNCEMENT

                      REVISED PLANS FOR THE REPAYMENT OF

                        OUTSTANDING CONVERTIBLE BONDS

First Pacific announces revised plans for the repayment of its outstanding
Bonds. After discussions with the Trustee that involved a consideration of the
likely delays involved in effecting an expedited formal tender offer for the
Bonds, as proposed in First Pacific's announcement dated 9th January, 2002,
First Pacific has decided not to proceed with such proposal. Instead, First
Pacific has appointed ING Barings, as its agent, to make open market purchases
of Bonds, at such prices as may be agreed between ING Barings and any selling
Bondholders. ING Barings is under no obligation to purchase any Bonds on behalf
of the Company from any Bondholder. Any of the Bondholders electing not to sell
the Bonds to ING Barings during this period will be able to redeem the Bonds on
27th March, 2002. To the extent that, following completion of this exercise on
or before 23rd January, 2002, any Bonds remain outstanding, First Pacific will
deposit sufficient funds with the Trustee on 23rd January, 2002 to redeem those
Bonds which remain outstanding at their full redemption value payable on
maturity of the Bonds, on 27th March, 2002, plus accrued interest. Such amount
would be held by the Trustee on trust for the Bondholders and would be paid to
the Bondholders on maturity of the Bonds, on 27th March, 2002. As First Pacific
has the necessary resources to effect full repayment of the Bonds, the deposit
of these funds with the Trustee should serve to allay any concerns that might
exist with respect to First Pacific's ability to pay the Bonds on maturity.


Reference is made to First Pacific's announcement of 9th January, 2002, which
outlined the Company's intention to make a tender offer for all of the Bonds
outstanding.


First Pacific has discussed with the Trustee the Company's intention to make a
tender offer for all the Bonds outstanding. In this regard, given the
protracted nature of the procedures necessary to effect a formal tender offer
for the Bonds, First Pacific believes that it would be in the best interests
of its shareholders and the Bondholders not to proceed with the proposal to
make a formal tender offer for the Bonds and has instead appointed ING
Barings, as its agent, to make open market purchases of Bonds from those
Bondholders wishing to sell, at such prices as may be agreed between ING
Barings and any selling Bondholders. ING Barings is under no obligation to
purchase any Bonds on behalf of the Company from any Bondholder. Any of the
Bondholders electing not to sell the Bonds to ING Barings during this period
will be able to redeem the Bonds on 27th March, 2002. To the extent that,
following completion of this exercise on or before 23rd January, 2002 any
Bonds remain outstanding, First Pacific will arrange for funds sufficient to
redeem those outstanding Bonds in full on their maturity to be deposited with
the Trustee on 23rd January, 2002, to be held on trust for the Bondholders and
paid to Bondholders on the maturity date of the Bonds, which is 27th March,
2002. As First Pacific has the necessary resources to effect full repayment of
the Bonds, the deposit of these funds with the Trustee should serve to allay
any concerns that might exist with respect to First Pacific's ability to pay
the Bonds on maturity.


There are currently outstanding Bonds in the principal amount of US$198
million (HK$1.54 billion) which, in the event they are not purchased by ING
Barings as described above, will be repaid at maturity on 27th March, 2002, at
a total cost, including interest and redemption premium, of approximately
US$268 million (HK$2.09 billion). As previously announced on 9th January,
2002, repayment of the outstanding Bonds will be funded by a combination of
cash on hand and by drawing down sufficient funds from the Company's HK$1.56
billion (US$200 million) loan facility which was announced on 5th November,
2001.


Definitions


In this Announcement, unless the context otherwise requires, the following
expressions have the following meanings: -

"Bonds"    2 per cent guaranteed convertible bonds, in the original issued
           amount of US$350 million (HK$2.7 billion), issued by First Pacific
           Capital (1997) Limited, a wholly-owned subsidiary of First Pacific,
           and guaranteed by First Pacific. The Bonds are redeemable on 27th
           March, 2002, at a price of 134.129 per cent of face value plus
           accrued interest and, to date, First Pacific has purchased for
           cancellation approximately 43 per cent of the amount originally
           issued;

"First     First Pacific Company Limited;
Pacific"
or "the
Company"
"ING       ING Barings, a division of ING Bank N.V.; and
Barings"
"Trustee"  the trustee appointed in respect of the Bonds under the trust deed
           pursuant to which the Bonds were created.





                                      By Order of the Board

                                  FIRST PACIFIC COMPANY LIMITED

                                         Ronald A. Brown

                             Executive Director and Company Secretary


Hong Kong, 16th January, 2002


Please also refer to the published version of this announcement in the South
China Morning Post (English) and Hong Kong Economic Times (Chinese).

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