Offer Update

RNS Number:5459X
FCX International PLC
20 June 2002


Announcement


20 June 2002


Further amended and mandatory recommended cash offer for FCX International plc


1.         Introduction

On 17 June 2002, Altium Capital Limited ("Altium Capital"), on behalf of XCF
Investments Limited ("XCF Investments"), announced a recommended increased
amended final cash offer of 280p per FCX share.  Altium Capital, on behalf of
XCF Investments, announces that XCF Investments has today (through Altium
Capital) agreed to purchase 2,244,421 FCX Shares at 280p per FCX Share, as a
result of which XCF Investments has acquired or agreed to acquire 7,221,432 FCX
Shares representing approximately 39.84 per cent. of FCX's issued share capital.
 Accordingly, the terms and conditions of its recent increased and amended
recommended cash offer for the whole of the issued and to be issued share
capital of FCX International plc ("FCX") not already owned or contracted to be
acquired by XCF Investments has been further amended to become a mandatory
recommended cash offer (the "Further Amended Offer") to comply with the
provisions of Rule 9 of the City Code.

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 Further Amended Offer values each FCX Share at 280p and FCX's entire issued
ordinary share capital at approximately £50.75 million. The Further Amended
Offer will be kept open for at least 14 days following the date on which the
Further 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 and to be issued share capital of FCX not
otherwise held or contracted to be acquired by XCF Investments ("FCX Shares"). 
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.  On 17 June 2002, XCF Investments announced a
recommended increased amended final cash offer for the FCX Shares, at 280p in
cash per FCX Share (valuing the existing issued share capital of FCX at
approximately £50.75 million) and waiving the acceptance condition down to 50
per cent. acceptances in respect of FCX Shares to which the Offer relates ("the
Amended Offer") and posted a revised offer document setting out the terms and
conditions of the Amended Offer on 19 June 2002 to FCX Shareholders ("the
Amended Offer Document")


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 Further Amended 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 Further Amended Offer

The Further 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 Further Amended Offer values each FCX Share at 280p and FCX's entire issued
ordinary share capital at approximately £50.75 million. The Further Amended
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

Pursuant to irrevocable undertakings given by them, the Independent Directors
have accepted the Further Amended 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 Further 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.  Earlier today, XCF Investments agreed to purchase 2,244,421 FCX Shares
at 280p per share, representing 12.38% of FCX's issued share capital.
Accordingly, XCF Investments has now contracted to acquire or has acquired, or
has received acceptances in respect of 197,315 FCX Shares subject to irrevocable
undertakings in respect of, in aggregate, 8,146,838 FCX Shares representing
approximately 44.94 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 Further 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 Further Amended Offer.  KPMG Corporate Finance
also considers the terms of the Further 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 Further Amended Offer, as they have done 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.


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 and 2,244,421 FCX Shares representing 12.38% of FCX's issued
ordinary share capital at a price of 280p 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 up to,
in aggregate, £30 million. Full details of such arrangements are 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 Further Amended Offer.

9.         Terms and conditions

Save a) as specified in the following paragraph and b) for the Further Amended
Offer being kept open for at least 14 days following the date on which the
Further Amended Offer Document referred to below is posted, the Further Amended
Offer is on the same terms as set out in the Offer Document (as revised by the
Amended Offer Document) and the Form of Acceptance.  The Further Amended Offer
is a revision of the Amended Offer.

The Further Amended Offer is only conditional upon valid acceptances being
received (and not, where permitted, withdrawn) by not later than 3.00pm on 3
July 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 Further 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 Further Amended Offer becomes or is declared
unconditional, whether pursuant to the exercise of any outstanding subscription
or conversion rights or otherwise.  All other conditions of the Offer have been
waived, as required by Rule 9 of City Code.

The Further Amended Offer will lapse if the proposed acquisition of FCX by XCF
Investments is referred to the Competition Commission before 3.00pm on the date
on which the Further Amended Offer becomes or is declared unconditional.  If the
Further Amended Offer lapses, it will cease to be capable of further acceptance
and FCX Shareholders accepting the Further Amended Offer and XCF Investments
shall, upon the Further Amended Offer lapsing, cease to be bound by acceptances
delivered on or before the date on which the Further Amended Offer lapses.

The availability of the Further 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 Further 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.       Further Amended Offer Document

The document setting out the Further Amended Offer (the "Further 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.



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