CENTURION CORPORATION LIMITED ANNOUNCEMENT RELATING TO:

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1 CENTURION CORPORATION LIMITED (Company Registration No W) (Incorporated in Singapore) ANNOUNCEMENT RELATING TO: (I) (II) INCORPORATION OF WHOLLY-OWNED SUBSIDIARY; AND PROPOSED ACQUISITION OF A PORTFOLIO OF FIVE STUDENT ACCOMMODATION ASSETS LOCATED IN THE UNITED STATES 1. INTRODUCTION The board of directors ( Directors ) of Centurion Corporation Limited ( Company and together with its subsidiaries and associated companies, the Group ) wishes to announce that: (a) (b) Centurion Overseas Investments Pte. Ltd., a wholly-owned subsidiary of the Company, has incorporated a wholly-owned subsidiary, Centurion Overseas Investments (III) Pte. Ltd., (the COI III ) in the Republic of Singapore; and COI III has entered into five acquisition agreements ( Acquisition Agreements ) in relation to the proposed acquisition of a portfolio of five operational student accommodation assets located in the United States ( Portfolio Assets ) in accordance with the terms and subject to the conditions of the Acquisition Agreements ( ). The Company intends to have an interest of up to 30% of the Portfolio Assets (a 30% Interest ), and accordingly intends to procure third parties (the Potential Investors ) to acquire the remaining interests. 2. INCORPORATION OF WHOLLY-OWNED SUBSIDIARY In connection with the, the Company has incorporated COI III with an initial issued and paid-up share capital of S$100 comprising 100 shares (the Incorporation ). COI III, as provided in the Acquisition Agreements, will nominate entities at Completion (as defined below) to own the Portfolio Assets. As at the date of the Incorporation, each of the book value and the net tangible asset value ( NTA ) of the shares of COI III was S$100. The Incorporation was funded by internal resources of the Company and is not expected to have any material impact on the consolidated net tangible assets and earnings per share of the Company ( Share ) for the current financial year. 3. THE PROPOSED ACQUISITION 1

2 3.1 Portfolio Assets The Portfolio Assets comprise the five properties described below, all of which are existing purpose built student accommodation assets with a total capacity of 1,936 beds. (a) The Towers on State The Towers on State is situated at 502 N. Frances Street, City of Madison, Wisconsin State, USA in the heart of Madison s lifestyle district and has a current capacity of 137 units with 231 beds. The Towers on State enjoys high historical occupancy rate due to its close proximity to the University of Wisconsin Madison which is the flagship university in Wisconsin and which enrols over 43,300 students annually. (b) The Statesider The Statesider is situated at 505 N. Frances Street, City of Madison, Wisconsin State, USA in the heart of Madison s lifestyle district, and has a current capacity of 78 units with 226 beds. The Statesider enjoys high historical occupancy rate due to its close proximity to the University of Wisconsin Madison which is the flagship university in Wisconsin and which enrols over 43,300 students annually. (c) Logan Square Logan Square is situated at 733 W. Glenn Avenue, City of Auburn, Alabama State, USA and has a current capacity of 356 units with 639 beds. Logan Square enjoys high historical occupancy rate due to its close proximity to Auburn University which is home to more than 28,000 students. (d) Tenn Street Tenn Street is situated at 600 Dixie Drive, City of Tallahassee, Florida State, USA and has a current capacity of 156 units with 624 beds. Tenn Street enjoys high historical occupancy rate due to its proximity to Florida State University, Florida A&M University and Tallahassee Community College, with a total enrolment of at least 40,800, 9,000 and 12,500 students respectively. (e) Stadium View Apartments Stadium View Apartments is situated at 400 Marion Pugh Drive, College Station, Texas State, USA, just across the road from Texas A&M University and in close proximity to the famous 102,000 capacity Kyle Field football stadium. It comprises 156 units with a total of 216 beds, with excellent communal facilities such as resortstyle swimming pool, fitness centre and picnic area. Texas A&M University is the second largest university in the US with an enrolment of 60,435 students as of Fall In the last four years, the university added an average of over 2,500 new students every year. It is anticipated that the Company will enter into a joint venture with a partner which is an established student accommodation manager in the United States to manage the operations of the Portfolio Assets after Completion on terms and conditions to be agreed. 2

3 The Company also intends to set up an investment management platform to manage the investment in the Portfolio Assets on behalf of the Potential Investors. 3.2 Acquisition Agreements The Acquisition Agreements are as follows: (a) (b) (c) (d) (e) a sale agreement dated 21 July 2017 entered into between M&A CP Towers LP and COI III in relation to the sale and purchase of The Towers on State; a sale agreement dated 21 July 2017 entered into between M&A Statesider JV LP and COI III in relation to the sale and purchase of The Statesider; a sale agreement dated 21 July 2017 entered into between M&A CP Auburn LP and COI III in relation to the sale and purchase of Logan Square; a sale agreement dated 21 July 2017 entered into between M&A FLA Tenn St LP and COI III in relation to the sale and purchase of Tenn Street; and a sale agreement dated 21 July 2017 entered into between Stadium View 1825 LLC and COI III in relation to the sale and purchase of Stadium View Apartments ( Stadium View Acquisition Agreement ). Each of the Acquisition Agreements provides COI III with the right to designate its related corporations to acquire the Portfolio Assets. 3.3 Key Terms of the The key terms of the are as follows: (a) Consideration The aggregate consideration to be paid by COI III for the is a cash amount of US$135,951,124 (or approximately S$187,096,000 1 ) ( Aggregate Consideration ), subject to adjustments at Completion. The Aggregate Consideration was agreed upon following arms length negotiations between COI III and the relevant sellers under the Acquisition Agreements on a willing-buyer, willing-seller basis taking into account the supply and demand for student accommodation each of the markets the Portfolio Assets are located in the United States as well as taking into consideration the range of market transacted values of similar assets. The Aggregate Consideration will be satisfied through a combination of (i) external financing arrangements, (ii) proceeds from Potential Investors (if any), and (iii) internal resources of the Company. 1 For the purposes of this Announcement, unless otherwise stated, an exchange rate of US$1.00 : S$ shall apply. 3

4 (b) Deposit Approximately 0.55% of the Aggregate Consideration will be paid by COI III as deposit to be held in escrow prior to Completion. The deposit payable in respect of Towers on State, Statesider, Logan Square, and Tenn Street (collectively, the Non-Texas Portfolio Asset, and such deposit, the Earnest Money ) shall be released to COI III if COI III determines in its sole discretion, within 45 days of the date of the relevant Acquisition Agreements (the Review Period ), that such Non-Texas Portfolio Asset is unsuitable for its purposes (for any reason or for no reason) including, without limitation, the failure to obtain requisite internal approvals of the due diligence results. The deposit payable in respect of Stadium View Apartments (the Deposit ) shall be released to COI III if COI III elects, within 30 days of the date of the Stadium View Acquisition Agreement (the Inspection Period ), to terminate the Stadium View Acquisition Agreement for any reason or for no reason. (c) Conditions Precedent and Termination The sale and purchase of each Non-Texas Portfolio Asset pursuant to the terms and conditions of the relevant Acquisition Agreement is subject to a number of conditions, including the following: (i) (ii) COI III determining in its sole discretion, within the Review Period, that such Non-Texas Portfolio Asset is not unsuitable for its purposes (for any reason or for no reason); and Completion of the Acquisition Agreements in relation to the Non-Texas Portfolio Assets taking place simultaneously. If COI III determines in its sole discretion, within the Review Period, that any Non- Texas Portfolio Asset is unsuitable for its purposes (for any reason or for no reason) including, without limitation, the failure to obtain requisite internal approvals of the due diligence results, the Earnest Money in respect of the Portfolio Assets shall be released from the escrow account to COI III and the Acquisition Agreements in relation to the Non-Texas Portfolio Assets shall be null and void. If COI III elects to terminate the Stadium View Acquisition Agreement for, inter alia, any reason or for no reason during the Inspection Period, the Stadium View Acquisition Agreement shall terminate and the Deposit shall be released to COI III. (d) Completion The completion of the pursuant to the terms of the Acquisition Agreements ( Completion ) is expected to take place on or around the end of September

5 Shareholders of the Company ( Shareholders ) should note that the Proposed Acquisition is subject to conditions and there is no assurance that Completion will take place. Shareholders and investors are advised to exercise caution when dealing in shares in the Company and to refrain from taking any action in respect of their investments which may be prejudicial to their interests. 4. VALUE OF THE PORTFOLIO ASSETS 4.1 Book Value and Net Tangible Asset Value Assuming the Company retains a 30% Interest, the book value and the net tangible asset value of the Company s 30% Interest in the Portfolio Assets is approximately US$40,785,000 (or approximately S$56,129,000). 4.2 Net Profits Assuming the Company retains a 30% Interest, the profit before income tax, minority interests and extraordinary items attributable to the Company s 30% Interest in the Portfolio Assets is approximately US$767,000 (or approximately S$1,056,000) for the 3 months ended 31 March Valuation The Company is expected to conduct a valuation of the Portfolio Assets during the Review Period or Inspection Period (as the case may be). 5. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION The pro forma financial effects of the on the NTA per Share, the earnings per Share and the share capital of the Company as set out below are presented for illustrative purposes only and do not reflect the future financial position of the Group following Completion. The pro forma financial effects have been prepared based on (i) the audited consolidated financial statements of the Group for the financial year ended 31 December 2016 ( FY2016 ), being the most recently completed financial year; and (ii) the latest announced unaudited consolidated financial statements of the Group for the first quarter ended 31 March 2017 ( 1Q2017 ), and based on the assumption that the Company will only have the 30% Interest. 5.1 NTA FY2016 Purely for illustrative purposes only and assuming that the had been completed on 31 December 2016, being the end of FY2016, the effect on the NTA per Share as at 31 December 2016 is as follows: Before the After the NTA (S$ 000) 390, ,742 5

6 NTA per Share (Singapore cents) Note: Based on a total of 739,964,438 Shares (excluding treasury shares) as at 31 December NTA 1Q2017 Purely for illustrative purposes only and assuming that the had been completed on 31 March 2017, being the end of 1Q2017, the effect on the NTA per Share as at 31 March 2017 is as follows: Before the After the NTA (S$ 000) 400, ,988 NTA per Share (Singapore cents) Note: Based on a total of 739,964,438 Shares (excluding treasury shares) as at 31 March Earnings FY2016 Purely for illustrative purposes only and assuming that the had been completed on 1 January 2016, being the beginning of FY2016, the pro forma financial effects on the earnings per Share for FY2016 are as follows: Before the After the Profit attributable to shareholders (S$ 000) 28,707 30,869 Weighted average number of Shares ( 000) 743, ,342 Earnings per Share (Singapore cents) Earnings 1Q2017 Purely for illustrative purposes only and assuming that the had been completed on 1 January 2017, being the beginning of 1Q2017, the pro forma financial effects on the earnings per Share for 1Q2017 are as follows: Before the After the 6

7 Profit attributable to shareholders (S$ 000) 10,724 11,410 Weighted average number of Shares ( 000) 739, ,964 Earnings per Share (Singapore cents) Share Capital As no Shares will be issued in connection with the, the Proposed Acquisition will not have any impact on the issued share capital of the Company. 6. RATIONALE FOR THE PROPOSED ACQUISITION The is in line with the Group s ordinary business and consistent with its strategy to expand its student accommodation business and to embark on opportunities in new markets. As the United States is one of the key and established educational hubs in the world, the will enable the Group to expand its presence into a key and established student market and also expand the Group s management business in the United States. 7. RELATIVE FIGURES UNDER RULE 1006 OF THE LISTING MANUAL The applicable relative figures for the computed on the bases set out in Rule 1006 of the listing manual ( Listing Manual ) of the Singapore Exchange Securities Trading Limited ( SGX-ST ) are as follows: Rule 1006 Bases Relative Figures (%) (b) Net profits (1) of the Portfolio Assets (2) compared with 7.0 the Group s net profits (3) (c) The Aggregate Consideration (4) compared with the market capitalisation (5) of the Company 15.1 Notes: (1) Net profits is defined as profit before income tax, minority interest and extraordinary items. (2) Assuming the Company retains a 30% Interest, the net profits attributable to the Company s 30% Interest in the Portfolio Assets for the three-month period ended 31 March 2017 is approximately US$767,000 (converted to S$1,056,000 based on an exchange rate of US$1.00 : S$1.3762). (3) Based on the latest announced unaudited consolidated financial statements of the Group for 1Q2017, the Group s net profits is approximately S$15,000,000. (4) Assuming the Company retains a 30% Interest, the Aggregate Consideration is US$40,785,000 (converted to S$56,129,000 based on an exchange rate of US$1.00 : S$1.3762). 7

8 (5) The market capitalisation of the Company is based upon a total number of 737,423,738 Shares in issue (excluding treasury shares) as at 20 July 2017, at the volume-weighted average price of S$ per Share transacted on 20 July 2017, being the market day preceding the date of the Acquisition Agreements. 8. SHAREHOLDERS APPROVAL NOT REQUIRED Pursuant to the passing of an ordinary resolution by the Shareholders at a general meeting on 28 October 2014 in relation to the geographical expansion of the Company s student accommodation business to the United States, the acquisition of the Portfolio Assets is in the ordinary course of its business and accordingly Shareholders approval is not required. In any case, as the relative figures for the computed on the bases set out in Rules 1006(b) and 1006(c) of the Listing Manual exceed 5% but do not exceed 20%, the constitutes a discloseable transaction as defined in Chapter 10 of the Listing Manual and Shareholders approval is not required. 9. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS Save for their interests in the Company, none of the Directors or controlling shareholders of the Company has any interest, direct or indirect, in the. 10. SERVICE CONTRACTS OF DIRECTORS No person is proposed to be appointed as a director of the Company in connection with the. Accordingly, no service contract is proposed to be entered into between the Company and any such person in connection with the. 11. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the Acquisition Agreements are available for inspection at 45 Ubi Road 1, #05-01, Singapore during normal business hours for a period of three months commencing from the date of this Announcement. By order of the Board of Centurion Corporation Limited Wong Kok Hoe Chairman 24 July

DECLOUT LIMITED (Incorporated in the Republic of Singapore on 21 August 2010) (Company Registration No W)

DECLOUT LIMITED (Incorporated in the Republic of Singapore on 21 August 2010) (Company Registration No. 201017764W) (1) SUPPLEMENTAL AGREEMENT IN RESPECT OF THE JOINT VENTURE AGREEMENT DATED 18 SEPTEMBER