That just means that the pref holders cannot convert at will. It does not stop FnF from extending the offer of their own accord.
Exactly.
The whole idea that the words "Non Convertible" in the circular means there can never ever be a conversion under any circumstances no matter what is just pure ignorance. Citi's prefs were also non-convertible in this way, but they were offered (and accepted) a conversion anyway.
And of course, don't forget that 2/3 of the holders of a series and the issuing company can agree, at any time, to amend the terms of the contract. That provides another path to a conversion, in case some try to hold out.