Final Cash Offer

RNS Number:3163X
FCX International PLC
17 June 2002

Announcement

17 June 2002

     Recommended increased amended final cash offer for FCX International plc


1.         Introduction



Altium Capital Limited ("Altium Capital"), on behalf of XCF Investments Limited
("XCF Investments"), announces that the terms and conditions of its recent offer
have been amended to become an increased recommended cash offer (the "Amended
Offer") for the whole of the issued share capital of FCX International plc ("FCX
") not already owned or contracted to be acquired by XCF Investments with a
reduced acceptance condition of 50%.



Terms used in this announcement which are defined in the offer document dated 29
May 2002 relating to the Offer bear the same meanings herein.



The Amended Offer values each FCX Share at 280p and FCX's entire issued ordinary
share capital at approximately £50.75 million. The Amended Offer will be kept
open for at least 14 days following the date on which the Amended Offer Document
is posted to FCX Shareholders.



2.         Background



On 29 May 2002, it was announced that the Independent Directors and the board of
XCF Investments had reached agreement on the terms of a recommended cash offer
(the "Offer"), to be made by Altium Capital on behalf of XCF Investments, to
acquire the whole of the issued share capital of FCX ("FCX Shares") not
otherwise held or contracted to be acquired by XCF Investments.  The Offer
comprised 260p in cash for each FCX Share which valued the existing issued share
capital of FCX at approximately £47.13 million. On 10 June 2002, Strand
Partners, on behalf of JO Hambro Capital Management Limited ("JOHCM"), announced
a tender offer at 275p per FCX Share for 16.55% of the issued share capital of
FCX.



3.         Information on XCF Group



XCF Investments is a newly-incorporated UK company formed for the purpose of
making the Offer.  XCF Investments is a wholly-owned subsidiary of XCF
(Holdings) Limited ("XCF (Holdings)") and, following the Offer becoming or being
declared unconditional in all respects, the shareholders of XCF (Holdings) will
be the Alchemy Investment Plan and certain members of FCX's existing management
team, being the executive directors of FCX, John Perkins and Eddie Price,
together with Felice Lauriello.



4.         The Amended Offer



The Amended Offer is being made for all of the FCX Shares (other than the
Excluded Shares) on the following basis :



                                   for each FCX Share             280p in cash

The Amended Offer values each FCX Share at 280p and FCX's entire issued ordinary
share capital at approximately £50.75 million. The Offer price of 280p per FCX
Share represents a premium of approximately 39 per cent. to the Closing Price of
202p on 28 January 2002 (the last dealing day prior to the date on which FCX
announced that it had received a preliminary approach which might or might not
lead to an offer for the Company).



5.         Interests of XCF Investments in FCX Shares



XCF Investments has received irrevocable undertakings from the Independent
Directors to accept the Offer in respect of their beneficial holdings of FCX
Shares which amount to 197,315 FCX Shares in aggregate (representing
approximately 1.09 per cent. of the existing issued share capital of FCX).



XCF Investments has entered into the Shareholders Agreement, the terms of which
include an agreement by XCF Investments, conditional upon the Amended Offer
becoming or being declared unconditional in all respects, to acquire all of the
FCX Shares owned by Management and Management Associates in exchange ultimately
for ordinary shares in XCF (Holdings) and cash.  As a result of these
arrangements, XCF Investments will acquire 94,330 FCX Shares from Management and
Management Associates representing approximately 0.52 per cent. of the existing
issued share capital of FCX.



Since 29 May 2002, XCF Investments has acquired 4,977,011 FCX Shares,
representing 27.46% of FCX's issued  share capital at a price of 260p per FCX
Share.  Accordingly, XCF Investments now has undertakings in respect of, has
contracted to acquire or has acquired, in aggregate, 5,268,656 FCX Shares
representing approximately 29.06 per cent. of FCX's issued share capital.



6.         Recommendation



The Independent Directors, who have been so advised by PricewaterhouseCoopers,
consider the terms of the Amended Offer to be fair and reasonable. The
Independent Directors have also been advised by KPMG Corporate Finance which, as
a consequence of the audit relationship between KPMG Audit Plc and Alchemy
Partners, has not acted as the independent adviser, required by Rule 3 of the
City Code, for the purpose of the Amended Offer. KPMG Corporate Finance also
considers the terms of the Amended Offer to be fair and reasonable.  In
providing advice to the Independent Directors, PricewaterhouseCoopers and KPMG
Corporate Finance have taken into account the commercial assessment of the
Independent Directors.



Accordingly, the Independent Directors unanimously recommend FCX Shareholders to
accept the Amended Offer, as they have irrevocably undertaken to do in respect
of their own beneficial holdings of, in aggregate, 197,315 FCX Shares,
representing approximately 1.09 per cent. of FCX's existing issued share
capital.



The Independent Directors are therefore unanimously recommending FCX
Shareholders not to accept the tender offer by Strand Partners on behalf of
JOHCM.



7.         Material Changes



Save as set out below, there have been no material changes to the information
set out in the offer document dated 29 May 2002 setting out the terms of the
Offer (the "Offer Document"):



(a)                XCF Investments has acquired 4,977,011 FCX Shares
representing 27.46 % of FCX's issued ordinary share capital at a price of 260p
per FCX Share;

(b)               Arrangements have been entered into whereby the Alchemy
Investment Plan has agreed to provide further financing to XCF Investments of up
to £30 million and Barclays Bank plc has agreed an additional facility of £30
million. Full details of such arrangements will be disclosed in the Amended
Offer Document.





8.         Financial Resources



Altium Capital is satisfied that sufficient financial resources are available to
XCF Investments to satisfy full acceptance of the Amended Offer.



9.         Terms and conditions



Save for a) the Amended Offer price of 280p per FCX Share b) as specified in the
following paragraph and c) the Amended Offer being kept open for at least 14
days following the date on which the Amended Offer Document referred to below is
posted, the Amended Offer is on the same terms and subject to the same
conditions as set out in the Offer Document and the Form of Acceptance.  The
Amended Offer is a revision of the Offer and is a final offer.



The Amended Offer is conditional upon valid acceptances being received (and not,
where permitted, withdrawn) by not later than the first closing date of the
Offer (being 3.00pm on 19 June 2002) (or, such later time(s) and/or date(s) as
XCF Investments may, subject to the rules of the City Code decide) in respect of
such number of FCX Shares which, when aggregated with the FCX Shares acquired or
agreed to be acquired during or before the Amended Offer, carry in aggregate
more than 50 per cent. of the voting rights normally exercisable at general
meetings of FCX, including, for this purpose (to the extent, if any, required by
the Panel) any such voting rights attaching to any FCX Shares which are
unconditionally allotted or issued before the Amended Offer becomes or is
declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise.



The availability of the Amended Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are resident.  Persons who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.



The Amended Offer will not be made, directly or indirectly, in or into the
United States, or by use of the United States mails, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of United States interstate or foreign commerce, or any facility
of a United States national securities exchange nor is it being made in or into
Canada, Australia or Japan.  Accordingly, copies of this announcement are not
being, and must not be, mailed, forwarded, sent, transmitted or otherwise
distributed in, into or from the United States, Canada, Australia or Japan and
persons receiving this announcement (including, without limitation, custodians,
nominees and trustees) must not distribute, forward, mail, transmit or send it
in, into or from the United States, Canada, Australia or Japan.



This announcement does not constitute an offer or invitation to acquire any
securities.




10.       Amended Offer Document



The document setting out the Amended Offer (the "Amended Offer Document") will
be posted shortly.


Press enquiries:

XCF Investments
Paul Bridges                          020 7240 9596


Altium Capital
Richard Hughes                        0161 831 9133


PricewaterhouseCoopers
Simon Boadle/Mark Butler              020 7583 5000


KPMG Corporate Finance
Nicholas Fry/Richard Brown            020 7311 1000



Altium Capital, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for XCF Investments and XCF (Holdings)
as financial adviser (within the meaning of the Rules of the Financial Services
Authority) and no one else in connection with the Amended Offer and is not
advising any other person or treating any other person as its client in relation
thereto and will not be responsible to anyone other than XCF Investments and XCF
(Holdings) for providing the protections afforded to clients of Altium Capital
or for providing advice in relation to the Amended Offer, the contents of this
announcement or any other matters referred to herein.



KPMG Corporate Finance, a division of KPMG LLP which is authorised by the
Financial Services Authority for investment business activities, is acting for
FCX as financial adviser in relation to the Amended Offer and is not acting for
any other person in relation to such Offer.  KPMG Corporate Finance will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this announcement or any offer or arrangement referred to herein.



PricewaterhouseCoopers, which is regulated by the Financial Services Authority,
is acting exclusively for FCX and no one else in connection with the Amended
Offer and will not be responsible to anyone other than FCX for providing the
protections afforded to clients of PricewaterhouseCoopers or for providing
advice in relation to the Amended Offer, the contents of this announcement or
any other matters referred to herein.



                      This information is provided by RNS
            The company news service from the London Stock Exchange