GOODWOOD PARK HOTEL LIMITED

Transcription

1 CIRCULAR DATED 11 NOVEMBER 2016 THIS CIRCULAR (AS DEFINED HEREIN) IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE INDEPENDENT DIRECTOR (AS DEFINED HEREIN) AND THE ADVICE OF PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR. THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. This Circular is issued by Goodwood Park Hotel Limited (the Company ). The contents of this Circular have not been reviewed by any regulatory authority in any jurisdiction. If you are in any doubt in relation to this Circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. If you have sold or transferred all your Shares (as defi ned herein), you should immediately forward this Circular to the purchaser or transferee of the Shares or to the bank, stockbroker or agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. GOODWOOD PARK HOTEL LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: H) CIRCULAR TO SHAREHOLDERS in relation to the VOLUNTARY UNCONDITIONAL CASH OFFER by DBS BANK LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: E) for and on behalf of HOTEL HOLDINGS (PRIVATE) LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: R) to acquire all of the issued ordinary shares of the Company, other than those already owned, controlled or agreed to be acquired by Hotel Holdings (Private) Limited Independent Financial Adviser to the Independent Director of the Company PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: D) SHAREHOLDERS SHOULD NOTE THAT THE OFFER DOCUMENT (AS DEFINED HEREIN) STATES THAT ACCEPTANCES SHOULD BE RECEIVED BY 5.30 P.M. (SINGAPORE TIME) ON 25 NOVEMBER 2016 OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR (AS DEFINED HEREIN).

2 SUMMARY TIMETABLE Date of despatch of Offer Document : 28 October 2016 Closing Date : 5.30 p.m. (Singapore time) on 25 November 2016 or such later date(s) as may be announced from time to time by or on behalf of the Offeror, such date being the last day for the lodgement of acceptances of the Offer Date of settlement of consideration for : Within seven (7) Business Days of the receipt of valid acceptances of the Offer (1) acceptances of the Offer which are complete and valid in all respects. Note: (1) Please refer to paragraph 2 of Appendix 1 to the Offer Document for further details. 1

3 TABLE OF CONTENTS PAGE SUMMARY TIMETABLE... 1 DEFINITIONS... 3 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS BACKGROUND THE OFFER IRREVOCABLE UNDERTAKINGS INFORMATION ON THE OFFEROR RATIONALE FOR THE OFFER AND THE OFFEROR S INTENTIONS FOR THE COMPANY THE OFFEROR S INTENTIONS REGARDING COMPULSORY ACQUISITION DIRECTORS INTERESTS ADVICE AND RECOMMENDATION IN RELATION TO THE OFFER OVERSEAS SHAREHOLDERS ACTION TO BE TAKEN BY SHAREHOLDERS DIRECTORS RESPONSIBILITY STATEMENT APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER APPENDIX II ADDITIONAL GENERAL INFORMATION APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS APPENDIX IV VALUATION REPORTS

4 DEFINITIONS Except where the context otherwise requires, the following defi nitions apply throughout this Circular: GENERAL Acceptance Form : Form of Acceptance and Transfer for Offer Shares in respect of the Offer, applicable to Shareholders whose Shares are registered in their own names in the Register and which forms part of the Offer Document Accepting Shareholder : Has the meaning ascribed to it in Section 2.4 of this Circular Adjusted Offer Price : Has the meaning ascribed to it in Section 2.4(b) of this Circular Board : The board of Directors of the Company as at the Latest Practicable Date Books Closure Date : Has the meaning ascribed to it in Section 2.4(a) of this Circular Business Day : A day other than Saturday, Sunday or a public holiday on which banks are open for business in Singapore Circular : This circular to Shareholders in relation to the Offer enclosing, inter alia, the recommendation of the Independent Director and the IFA Letter Closing Date : 5.30 p.m. (Singapore time) on 25 November 2016 or such later date(s) as may be announced from time to time by or on behalf of the Offeror, such date being the last day for the lodgement of acceptances of the Offer Code : The Singapore Code on Take-overs and Mergers Commencement Date : 28 October 2016, being the date of despatch of the Offer Document Companies Act : Companies Act (Chapter 50) of Singapore Company Securities : (a) Shares; (b) other securities which carry voting rights in the Company; and (c) Convertible Securities, Warrants, Options and Derivatives in respect of (a) or (b) Constitution : The constitution of the Company Convertible Securities : Securities convertible or exchangeable into new shares or existing shares Derivatives : Includes any fi nancial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security or securities Directors : The directors of the Company as at the Latest Practicable Date Distributions : Has the meaning ascribed to it in Section 2.3(c) of this Circular Encumbrances : Has the meaning ascribed to it in Section 2.3(b) of this Circular Foundation Shares : Has the meaning ascribed to it in Section 3.3 of this Circular Consideration 3

5 DEFINITIONS FY : Financial year ended or ending 30 September IFA Letter : The letter dated 11 November 2016 from the IFA to the Independent Director containing, inter alia, the advice of the IFA to the Independent Director in respect of the Offer, as set out in Appendix I to this Circular Independent Director : The sole Director who is considered independent for the purposes of making recommendations to the Shareholders in respect of the Offer, namely Dr Hong Hin Kay Albert Interested Person : As defi ned in the Note on Rule of the Code, an Interested Person, in relation to a company, is: (a) (b) (c) (d) (e) (f) a director, chief executive offi cer, or substantial shareholder of the company; the immediate family of a director, the chief executive offi cer, or a substantial shareholder (being an individual) of the company; the trustees, acting in their capacity as such trustees, of any trust of which a director, the chief executive offi cer or a substantial shareholder (being an individual) and his immediate family is a benefi ciary; any company in which a director, the chief executive offi cer or a substantial shareholder (being an individual) together and his immediate family together (directly or indirectly) have an interest of 30% or more; any company that is the subsidiary, holding company or fellow subsidiary of the substantial shareholder (being a company); or any company in which a substantial shareholder (being a company) and any of the companies listed in (e) above together (directly or indirectly) have an interest of 30% or more Irrevocable Undertakings : Has the meaning ascribed to it in Section 3.1 of this Circular Latest Practicable Date : 1 November 2016, being the latest practicable date prior to the printing of this Circular Offer : The voluntary unconditional cash offer made by DBS Bank, for and on behalf of the Offeror, to acquire the Offer Shares on the terms and subject to the conditions set out in the Offer Document and the Acceptance Form, as such offer may be amended, extended or revised from time to time by or on behalf of the Offeror Offer Announcement : The announcement relating to the Offer released by DBS Bank, for and on behalf of the Offeror, on the Offer Announcement Date Offer Announcement Date : 14 October 2016, being the date of the Offer Announcement 4

6 DEFINITIONS Offer Document : The offer document dated 28 October 2016 issued by DBS Bank, for and on behalf of the Offeror, including the Acceptance Form, and any other document(s) which may be issued by or on behalf of the Offeror to amend, revise, supplement or update such offer document from time to time Offeror Securities : (a) shares of the Offeror; (b) securities which carry substantially the same rights as any shares of the Offeror; and (c) Convertible Securities, Warrants, Options and Derivatives in respect of (a) or (b) Offer Price : S$43.00 in cash for each Offer Share Offer Shares : All the Shares to which the Offer relates, as more particularly defi ned in Section 2.2 of the Offer Document and described in Section 2.2 of this Circular Options : Options to subscribe for or purchase new shares or existing shares Overseas Shareholders : Shareholders whose addresses are outside Singapore, as shown on the Register Register : The register of holders of Shares, as maintained by the Registrar SFA : Securities and Futures Act (Chapter 289) of Singapore Shareholders : Holders of Shares as indicated on the Register Shares : Issued ordinary shares in the capital of the Company S$ : Singapore dollars, being the lawful currency of Singapore Undertaking Parties : Has the meaning ascribed to it in Section 3.1 of this Circular Valuation Reports : The condensed valuation reports in respect of the Hotels from the Valuers as set out in Appendix IV to this Circular Warrants : Rights to subscribe for or purchase new shares or existing shares % or per cent. : Percentage or per centum COMPANIES / ORGANISATIONS Claymore : Claymore (Private) Limited Company : Goodwood Park Hotel Limited Daiwa : Daiwa (Malaya) Private Limited DBS Bank : DBS Bank Ltd. Elizabeth : Ms Khoo Elizabeth Eric : Mr Khoo Kim Hai Eric Estate : The Estate of Tan Sri Khoo Teck Puat, Deceased 5

7 DEFINITIONS Foundation : Khoo Teck Puat Foundation Goodwood Park Hotel : Goodwood Park Hotel at 22 Scotts Road, Singapore Group : The Company and its subsidiaries Hotels : Goodwood Park Hotel, York Hotel and Royal Garden Hotel IFA : PrimePartners Corporate Finance Pte. Ltd., the independent fi nancial adviser to the Independent Director in respect of the Offer Khoo Family : Elizabeth, Mavis and Eric Mavis : Ms Khoo Bee Geok Mavis Offeror : Hotel Holdings (Private) Limited Registrar : Boardroom Corporate & Advisory Services Pte. Ltd. Royal Garden Hotel : Royal Garden Hotel and Staff Hostel at 2-24 Kensington High Street, London, W8 4PT, United Kingdom SGX-ST : Singapore Exchange Securities Trading Limited SIC : Securities Industry Council of Singapore Valuers : CBRE Pte. Ltd. (for Goodwood Park Hotel and York Hotel) and CBRE Hotels Ltd (for Royal Garden Hotel) York Hotel : York Hotel at 21 Mount Elizabeth, Singapore Unless otherwise defi ned, the term acting in concert shall have the meaning ascribed to it in the Code. The terms subsidiary and related corporation shall have the meanings ascribed to them respectively in Sections 5 and 6 of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing one (1) gender shall include the other gender. References to persons shall, where applicable, include corporations. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference in this Circular to any statute or enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defi ned in the Companies Act, the SFA or the Code or any statutory modifi cation thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA or the Code or any statutory modifi cation thereof, as the case may be, unless the context otherwise requires. Any reference to a time of day and date in this Circular is made by reference to Singapore time and date respectively, unless otherwise stated. Any discrepancies in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, fi gures shown as totals in this Circular may not be an arithmetic aggregation of the fi gures that precede them. 6

8 DEFINITIONS Statements which are reproduced in their entirety from the Offer Document, the IFA Letter and the Constitution are set out in this Circular within quotes and in italics and capitalised terms used within these reproduced statements bear the meanings ascribed to them in the Offer Document, the IFA Letter and the Constitution respectively. In this Circular, any reference to the total number of issued Shares is a reference to 42,988,815 issued Shares (with no treasury shares) as at the Latest Practicable Date. Forward-looking Statements All statements other than statements of historical facts included in this Circular are or may be forwardlooking statements. Forward-looking statements include but are not limited to those using words such as aim, seek, expect, anticipate, estimate, believe, intend, project, plan, potential, strategy, forecast, possible, probable and similar expressions or future or conditional verbs such as if, will, would, should, could, may and might. These statements refl ect the Company s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information as at the Latest Practicable Date. Such forward-looking statements are not guarantees of future results, performance, events or achievements and involve known and unknown risks and uncertainties. Accordingly, actual results or outcomes may differ materially from those described in such forward-looking statements. Given the risks and uncertainties involved, Shareholders and investors should not place undue reliance on such forward-looking statements, and neither the Company nor the IFA guarantees any future performance or event or assumes any obligation to update publicly or revise any forward-looking statement, subject to compliance with all applicable laws and regulations. 7

9 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS GOODWOOD PARK HOTEL LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: H) Board of Directors: Registered Office: Ms Khoo Bee Geok Mavis 21 Mount Elizabeth Ms Khoo Elizabeth #02-00 Mr Khoo Kim Hai Eric York Hotel Dr Hong Hin Kay Albert Singapore To : The Shareholders of the Company Dear Sir/Madam 11 November 2016 VOLUNTARY UNCONDITIONAL CASH OFFER BY DBS BANK, FOR AND ON BEHALF OF THE OFFEROR, FOR THE OFFER SHARES 1. BACKGROUND 1.1 Offer Announcement DBS Bank had on the Offer Announcement Date made the Offer Announcement, for and on behalf of the Offeror, in relation to the voluntary unconditional cash offer for all the Shares, other than those already owned, controlled or agreed to be acquired by the Offeror. A copy of the Offer Announcement is available on the website of the Company at Offer Document Shareholders should have by now received a copy of the Offer Document setting out, inter alia, the terms and conditions of the Offer. The Offer Document was despatched to Shareholders on 28 October 2016, being the Commencement Date. The principal terms and conditions of the Offer are set out in Section 2 of the Offer Document. Shareholders are urged to read the terms and conditions of the Offer set out in the Offer Document carefully. A copy of the Offer Document is available on the website of the Company at Independent Financial Adviser PrimePartners Corporate Finance Pte. Ltd. has been appointed as the independent fi nancial adviser to the Independent Director in respect of the Offer. 1.4 Purpose of the Circular The purpose of this Circular is to provide Shareholders with relevant information pertaining to the Offer and to set out the recommendation of the Independent Director and the advice of the IFA to the Independent Director in respect of the Offer. Shareholders should read the Offer Document, this Circular and the IFA Letter set out in Appendix I to this Circular carefully and consider the recommendation of the Independent Director and the advice of the IFA to the Independent Director in respect of the Offer before deciding whether to accept or reject the Offer. If you are in any doubt about the Offer, you should consult your stockbroker, bank manager, accountant, solicitor, tax adviser or other professional adviser immediately. 8

10 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS 2. THE OFFER Based on the information set out in the Offer Document, DBS Bank, for and on behalf of the Offeror, has offered to acquire all the Offer Shares in accordance with Section 139 of the SFA and the Code, and on the terms and subject to the conditions set out in the Offer Document and the Acceptance Form. The principal terms and conditions of the Offer are set out below. 2.1 Offer Price For each Offer Share: S$43.00 in cash. 2.2 Offer Shares Section 2.2 of the Offer Document states that the Offer is extended to all Shares, other than those already owned, controlled or agreed to be acquired by the Offeror as at the Offer Announcement Date (all such Shares subject to the Offer, the Offer Shares ). Appendix 5 to the Offer Document states that as at 20 October 2016 (being the latest practicable date prior to the printing of the Offer Document), the Offeror has a total interest in 10,419,416 Shares, representing approximately per cent. of the total number of Shares. 2.3 No Encumbrances Section 2.3 of the Offer Document states that the Offer Shares will be acquired: (a) (b) (c) fully paid; free from all claims, charges, pledges, mortgages, encumbrances, liens, options, equity, power of sale, declarations of trust, hypothecation, retention of title, rights of pre-emption, rights of fi rst refusal, moratoriums or other third party rights or interests of any nature whatsoever or any agreement, arrangement or obligation to create any of the foregoing ( Encumbrances ); and together with all rights, benefi ts and entitlements attached thereto as at the Announcement Date and thereafter attaching thereto, including but not limited to the right to receive and retain all dividends, rights, other distributions and/or return of capital ( Distributions ) declared, paid or made by the Company on or after the Offer Announcement Date. 2.4 Adjustment for Distributions Section 2.4 of the Offer Document states that the Offer Price has been determined on the basis that the Offer Shares will be acquired with the right to receive any Distribution that may be declared, paid or made by the Company on or after the Offer Announcement Date. Accordingly, in the event any Distribution is or has been declared, paid or made by the Company in respect of the Offer Shares on or after the Offer Announcement Date to a Shareholder who validly accepts or has validly accepted the Offer (the Accepting Shareholder ), the Offer Price payable to such Accepting Shareholder shall be reduced by an amount which is equal to the amount of such Distribution, depending on when the settlement date in respect of the Offer Shares tendered in acceptance of the Offer by the Accepting Shareholder falls, as follows: (a) (b) if such settlement date falls on or before the books closure date for the determination of entitlements to the Distribution (the Books Closure Date ), the Offeror shall pay the Accepting Shareholder the unadjusted Offer Price for each Offer Share, as the Offeror will receive the Distribution in respect of such Offer Share from the Company; or if such settlement date falls after the Books Closure Date, the Offer Price for each Offer Share shall be reduced by an amount which is equal to the amount of the Distribution in respect of each Offer Share (the Offer Price after such reduction, the Adjusted Offer Price ) and the Offeror shall pay the Accepting Shareholder the Adjusted Offer Price for each Offer Share, as the Offeror will not receive the Distribution in respect of such Offer Share from the Company. 9

11 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS 2.5 Unconditional Offer Section 3 of the Offer Document states that the Offer is not subject to any conditions and is unconditional in all respects. 2.6 Warranty Section 4 of the Offer Document states that a Shareholder who tenders his Offer Shares in acceptance of the Offer will be deemed to unconditionally and irrevocably warrant that he sells such Offer Shares as or on behalf of the benefi cial owner(s) thereof: (a) fully paid; (b) free from all Encumbrances; and (c) together with all rights, benefi ts and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to the right to receive and retain all Distributions declared, paid or made by the Company in respect of the Offer Shares on or after the Offer Announcement Date. 2.7 Closing Date The Offer Document states that the Offer is open for acceptance by Shareholders for at least 28 days from the Commencement Date, unless the Offer is withdrawn with the consent of the SIC and every person released from any obligation incurred thereunder. Accordingly, the Offer will close at 5.30 p.m. (Singapore time) on 25 November 2016 or such later date(s) as may be announced from time to time by or on behalf of the Offeror. 2.8 Details of the Offer The Offer is made in accordance with the principal terms and conditions set out in the Offer Document. Further details on, inter alia, (a) the duration of the Offer; (b) the settlement of the consideration for the Offer; (c) the requirements relating to the announcement of the level of acceptances of the Offer; and (d) the right of withdrawal of acceptances of the Offer, are set out in Appendix 1 to the Offer Document. 2.9 Procedures for Acceptance The procedures for acceptance of the Offer are set out in Appendix 2 to the Offer Document and the Acceptance Form. 3. IRREVOCABLE UNDERTAKINGS 3.1 Undertaking Parties As set out in Section 9.1 of the Offer Document, as at 20 October 2016 (being the latest practicable date prior to the printing of the Offer Document), the Offeror has received irrevocable undertakings from the following persons: (a) (b) (c) (d) (e) the Estate; Claymore; Daiwa; the Foundation; and each of the Khoo Family, (collectively, the Undertaking Parties ), pursuant to which the Undertaking Parties have undertaken to accept the Offer in respect of all Shares held by each of them (the Irrevocable Undertakings ) prior to and up to the close of the Offer. As at 20 October 2016 (being the latest practicable date prior to the printing of the Offer Document), the Undertaking Parties hold in aggregate 32,425,950 Shares, representing approximately per cent. of the total number of Shares. 10

12 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS 3.2 Waiver of Consideration As set out in Section 9.2 of the Offer Document, pursuant to the terms of the Irrevocable Undertakings, the Estate, Claymore and Daiwa will also waive the receipt of all of the consideration payable to them for Shares tendered in acceptance of the Offer. 3.3 Deferred Payment of Consideration As set out in Section 9.3 of the Offer Document, the Foundation has agreed pursuant to the terms of its Irrevocable Undertaking to defer the receipt of all of the consideration payable to it for Shares tendered in acceptance of the Offer (the Foundation Shares Consideration ). The Foundation Shares Consideration shall only be required to be remitted to the Foundation 180 days after the fi nal closing date of the Offer. No interest will be payable to the Foundation in respect of such deferred remittance. 3.4 Further Details As set out in Section 9.4 of the Offer Document, the Irrevocable Undertakings shall lapse on the date on which the Offer closes, lapses or is withdrawn. 4. INFORMATION ON THE OFFEROR Information on the Offeror is set out in Section 7 and paragraphs 1 and 2 of Appendix 3 to the Offer Document, and reproduced below. All terms and expressions used in the extracts below shall have the same meanings as those defi ned in the Offer Document, unless otherwise stated. Section 7 of the Offer Document 7. INFORMATION ON THE OFFEROR 7.1 Introduction. The Offeror is a private company limited by shares incorporated in Singapore. The principal activities of the Offeror are that of investment holding and transactions in shares. 7.2 Shareholders of the Offeror. As at the Latest Practicable Date, the Estate and Elizabeth are the shareholders of the Offeror. Elizabeth s shares in the Offeror are held on trust for the benefi t of the Estate. The benefi ciaries of the Estate include various descendants of Tan Sri Khoo Teck Puat, Deceased. 7.3 Directors of the Offeror. As at the Latest Practicable Date, the directors of the Offeror are Elizabeth, Mavis and Eric. Elizabeth, Mavis and Eric are also the trustees of the Estate. Appendix 3 to this Offer Document sets out additional information on the Offeror. Paragraphs 1 and 2 of Appendix 3 to the Offer Document 1. DIRECTORS The names, addresses and descriptions of the directors of the Offeror as at the Latest Practicable Date are as follows: Name Address Description Mavis Eric Elizabeth 21 Mount Elizabeth, #02-00, York Hotel, Singapore Mount Elizabeth, #02-00, York Hotel, Singapore Mount Elizabeth, #02-00, York Hotel, Singapore Director Director Director 11

13 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS 2. PRINCIPAL ACTIVITIES AND SHARE CAPITAL The Offeror is a private company limited by shares incorporated in Singapore on 30 August Its principal activities are that of investment holding and transactions in shares. As at the Latest Practicable Date, the Offeror has an issued and paid-up share capital of S$5,000,002 divided into 5,000,002 ordinary shares. The shareholders of the Offeror and their shareholdings in the Offeror are as set out below: No. Shareholder of the Offeror No. of shares in the issued share capital of the Offeror Percentage of issued shares in the Offeror (%) (1) 1. The Estate 5,000, Elizabeth Notes: (1) Calculated based on 5,000,002 ordinary shares (excluding treasury shares) and rounded to the nearest fi ve (5) decimal places. (2) Elizabeth s shares in the Offeror are held on trust for the benefi t of the Estate. The benefi ciaries of the Estate include various descendants of Tan Sri Khoo Teck Puat, Deceased. Additional information on the Offeror may also be found in Appendix 3 to the Offer Document. 5. RATIONALE FOR THE OFFER AND THE OFFEROR S INTENTIONS FOR THE COMPANY The full text of the rationale for the Offer and the Offeror s intentions for the Company has been extracted from Sections 10 and 11.1 of the Offer Document respectively, and is reproduced below. All terms and expressions used in the extract below shall have the same meanings as those defi ned in the Offer Document, unless otherwise stated. 10. RATIONALE FOR THE OFFER 10.1 The Offer Provides an Exit for Shareholders in an Unlisted Company Following the Company s delisting in December 2004, it has become diffi cult for the Shareholders to realise their investment in the Shares given the lack of a public market for the Shares. With the Offer, the Shareholders will have an opportunity to realise the value of their Shares in cash at an attractive price Opportunity for Shareholders to Realise Their Investment in Cash at a Compelling Price The Offer Price Fully Reflects the Latest Market Valuations of the Company s Hotels and Relevant Assets In connection with the Offer, the Company had commissioned CBRE Pte. Ltd. and CBRE Hotels Ltd 1, to conduct independent valuations to determine the market value of the Group s three (3) hotels: Goodwood Park Hotel, York Hotel and Royal Garden Hotel ( Hotels ), on an as-is basis assuming a hypothetical sale of the Hotels as per the dates listed in the table below ( Independent Market Hotel Valuations ). The Independent Market Hotel Valuations were made available to the Offeror by the Company. For the avoidance of doubt, the Offeror has no plans to divest any of the Hotels, convert them to alternative uses or expand their capacity materially in the foreseeable future. Please refer to Section 11 of the Letter to Shareholders in this Offer Document for further details on the Offeror s intentions for the Company. 1 Valuations for Goodwood Park Hotel and York Hotel were performed by CBRE Pte. Ltd., while the valuation for Royal Garden Hotel was performed by CBRE Hotels Ltd. 12

14 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS The Offeror believes the Offer Price is attractive and fair as it fully refl ects the Independent Market Hotel Valuations and the total revaluation surplus of the Hotels over their book values as of 30 September 2015 and the marked-to-market valuations of quoted investments held by the Company in listed companies. Hotel Location No. of Rooms Date of Valuation Market Value (S$ million) Unless otherwise stated. Goodwood Park Hotel Singapore August York Hotel Singapore August Royal Garden Hotel London August Total Gross Market Valuation 1,031.4 Less: Book value of Hotels as of 30 September Revaluation Surplus of Hotels Add: Revaluation Surplus of Quoted Investments Total Revaluation Surplus Revaluation surplus per Share Audited NAV per Share 4 Revalued NAV per Share S$17.03 S$25.78 S$42.81 Offer Price Premium over Revalued NAV 0.4% Premium over net Exit Offer Price (as defined below) 262.1% Further details on the Independent Market Hotel Valuations will be set out in the circular to be issued by the Company The Offer Price Represents an Attractive Premium to the Net Exit Offer Price In 2004, an exit offer of S$53.53 per Share ( Exit Offer Price ) was made in connection with the delisting of the Company. Subsequently, the Company declared and paid a special dividend of S$ per Share ( Special Dividend ) in The Special Dividend followed the sale of the Company s entire stake in Standard Chartered plc. 2 Based on an exchange rate of GBP/SGD 1.77 derived from the Bloomberg average intraday rate as at 21 September Based on the value of quoted investments held by the Company as at 21 September Derived based on the audited NAV of the Company as at 30 September 2015 of approximately S$1, million divided by 42,988,815 Shares. 5 As the Special Dividend was declared in GBP, this represents the SGD equivalent converted based on an exchange rate of GBP/SGD 2.99 as at 16 August 2006, which was the date the Special Dividend was paid. 13

15 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS Accordingly, the Offer Price is a per cent. premium to the net Exit Offer Price of S$11.88 per Share (being the Exit Offer Price less the Special Dividend) The Offer Price Represents a Significant Premium to NAV and an Attractive Historical Price-to-Earnings Multiple The Offer Price of S$43.00 per Share represents: (i) (ii) a signifi cant premium of 67 per cent. to the latest audited NAV per Share of S$25.78 as of 30 September 2015; and an attractive historical price-to-earnings multiple of 123.0x, based on the latest annual earnings per Share of S$0.35 as of 30 September Consolidation of Holdings The Offeror is undertaking the Offer to consolidate the holdings of the Company under a single holding company. 11. THE OFFEROR S INTENTIONS FOR THE COMPANY 11.1 The Offeror s Future Plans for the Company. The Offeror intends for the Company to continue with its existing activities and has no intention to: (i) introduce any major changes to the business of the Company; (ii) re-deploy the fi xed assets of the Company; or (iii) discontinue the employment of any of the existing employees of the Group, other than in the ordinary course of business. The Offeror supports the sales and marketing initiatives, food and beverage businesses, and staff training and development programmes of the Hotels owned by the Group. The Offeror will continue to support investment in capital expenditure, where necessary, to preserve the high standards of maintenance of the Hotels. The Offeror has no plans to divest any of the Hotels, convert them to alternative uses or expand their capacity materially in the foreseeable future. However, the Offeror retains the fl exibility at any time to consider any options or opportunities which may present themselves and which it may regard to be in the best interest of the Company. No such options or opportunities are being considered at this time. 14

16 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS 6. THE OFFEROR S INTENTIONS REGARDING COMPULSORY ACQUISITION The full text of the Offeror s intentions relating to the compulsory acquisition of the Company has been extracted from Section 11.2 of the Offer Document, and is reproduced below. All terms and expressions used in the extract below shall have the same meanings as those defi ned in the Offer Document, unless otherwise stated Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances of the Offer and/or acquires or agrees to acquire such number of Shares from the Commencement Date otherwise than through valid acceptances of the Offer in respect of not less than 90 per cent. of the total number of Shares (excluding treasury shares and other than those Shares already held by the Offeror, its related corporations or their respective nominees as at the Commencement Date), the Offeror would be entitled to exercise the right to compulsorily acquire all the Shares of the Shareholders who have not accepted the Offer (the Dissenting Shareholders ) on the same terms as those offered under the Offer. In such event, the Offeror intends to exercise its right to compulsorily acquire all the Shares not acquired under the Offer. Dissenting Shareholders have the right under and subject to Section 215(3) of the Companies Act to require the Offeror to acquire their Shares in the event that the Offeror, its related corporations or their respective nominees acquire, pursuant to the Offer, such number of Shares which, together with treasury shares and the Shares held by the Offeror, its related corporations or their respective nominees, comprise 90 per cent. or more of the total number of Shares. Dissenting Shareholders who wish to exercise such right are advised to seek their own independent legal advice. Unlike Section 215(1) of the Companies Act, the 90 per cent. threshold under Section 215(3) of the Companies Act does not exclude treasury shares or Shares held by the Offeror, its related corporations or their respective nominees. 7. DIRECTORS INTERESTS Details of the Directors including, inter alia, the Directors direct and deemed interests in Shares and shares in the Offeror as at the Latest Practicable Date are set out in Appendix II to this Circular. 8. ADVICE AND RECOMMENDATION IN RELATION TO THE OFFER PrimePartners Corporate Finance Pte. Ltd. has been appointed as the independent fi nancial adviser to the Independent Director in respect of the Offer. Shareholders should read and consider carefully the recommendation of the Independent Director and the advice of the IFA to the Independent Director in respect of the Offer in their entirety before deciding whether to accept or reject the Offer. 8.1 Independence of Directors The Independent Director is considered independent for the purposes of making a recommendation to Shareholders in respect of the Offer. The SIC had on 13 September 2016, confi rmed, inter alia, that each of Elizabeth, Mavis and Eric is exempted from the requirement to make a recommendation on the Offer to Shareholders, as each of Elizabeth, Mavis and Eric (being directors and/or shareholders of the Offeror) is a party presumed to be acting in concert with the Offeror under the Code and would face, or may reasonably be perceived to face, a confl ict of interest, that would render each of them inappropriate to make a recommendation on the Offer to Shareholders. However, they must still assume responsibility for the accuracy of facts stated in documents and advertisements issued by, or on behalf of, the Company in connection with the Offer. 15

17 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS 8.2 Evaluation of the Offer by the IFA and the IFA s Advice to the Independent Director on the Offer The IFA Letter setting out the advice of the IFA to the Independent Director in respect of the Offer is set out in Appendix I to this Circular. The advice and recommendation of the IFA to the Independent Director in respect of the Offer has been extracted from the IFA Letter and is set out below. Shareholders should read the following extract in conjunction with, and in the context of, the full text of the IFA Letter. All terms and expressions used in the extract below shall have the same meanings as those defi ned in the IFA Letter, unless otherwise stated. Having regards to the considerations set out above and the information available to us as at the Latest Practicable Date, we are of the opinion that, the financial terms of the Offer are fair and reasonable. Accordingly, we advise the Independent Director to recommend that Shareholders accept the Offer. Shareholders should also take note of the following: (1) The Company is an unlisted public company and its Shares are not quoted or traded on SGX-ST, SGX-Catalist or on any other stock exchange. Hence, the Shareholders may face difficulties in selling their Shares due to the absence of a public market. The Offer therefore provides the Shareholders with an opportunity to exit from their investments in the Company ; (2) In view of the Irrevocable Undertakings given by the Undertaking Parties, the Offeror will be entitled to exercise its right of compulsory acquisition pursuant to Section 215(1) of the Companies Act, hence, all remaining Shares which have not been tendered for acceptance will be compulsorily acquired by the Offeror; and (3) Pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Shares pursuant to the Offer which, together with the Shares held by it, its related corporations and their respective nominees, comprise 90.0% or more of the total number of Shares, the Shareholders who have not accepted the Offer have a right to require the Offeror to acquire their Shares at the Offer Price. Shareholders who wish to exercise such right are advised to seek their own independent legal advice. Shareholders should read and consider carefully the key considerations relied upon by the IFA in arriving at its advice to the Independent Director in conjunction with, and in the context of, the full text of the IFA Letter. 8.3 Recommendation of the Independent Director The Independent Director has reviewed and considered carefully the terms of the Offer and the advice given by the IFA in the IFA Letter. The Independent Director concurs with the IFA s assessment of the Offer and their advice and recommendation thereon. Accordingly, the Independent Director recommends that Shareholders accept the Offer. Shareholders are advised to read the terms and conditions of the Offer Document carefully. Shareholders are advised to read the IFA Letter set out in Appendix I to this Circular carefully before deciding whether to accept or reject the Offer. Shareholders should note that the IFA s advice to the Independent Director in respect of the Offer should not be relied upon by any Shareholder as the sole basis for deciding whether to accept or reject the Offer. 16

18 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS In preparing the above advice and giving the above recommendation, the IFA and the Independent Director ha ve not had regard to any general or specifi c investment objectives, fi nancial situation, tax position, risk profi les or particular needs and constraints or other particular circumstances of any individual Shareholder. As different Shareholders would have different investment objectives and profi les, the Independent Director recommends that any individual Shareholder who may require specifi c advice in relation to his Shares should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers. 9. OVERSEAS SHAREHOLDERS Overseas Shareholders should refer to Section 14 of the Offer Document, which is reproduced below. All terms and expressions used in the extract below shall have the same meanings as those defi ned in the Offer Document, unless otherwise stated. 14. OVERSEAS SHAREHOLDERS 14.1 Overseas Shareholders. This Offer Document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being proposed in any jurisdiction in which the introduction or implementation of the Offer would not be in compliance with the laws of such jurisdiction. Where there are potential restrictions on sending this Offer Document and the Acceptance Form to any overseas jurisdictions, the Offeror and DBS Bank reserve the right not to send this Offer Document and the Acceptance Form to such overseas jurisdictions. The availability of the Offer to Shareholders whose addresses are outside Singapore, as shown on the Register (each, an Overseas Shareholder ) may be affected by the laws of the relevant overseas jurisdictions. Accordingly, all Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements in their own jurisdictions. For the avoidance of doubt, the Offer is made to all Shareholders including those to whom this Offer Document and the Acceptance Form have not been, or will not be, sent Copies of Offer Document. Shareholders (including Overseas Shareholders) may (subject to compliance with applicable laws) obtain copies of this Offer Document, the Acceptance Form and any related documents, during normal business hours up to the Closing Date from the offi ce of the Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore Alternatively, Shareholders (including Overseas Shareholders) may (subject to compliance with applicable laws), up to fi ve Business Days prior to the Closing Date, write to the Registrar to request for this Offer Document, the Acceptance Form and/or any related documents to be sent to an address in Singapore by ordinary post at his own risk Overseas Jurisdiction. It is the responsibility of an Overseas Shareholder who wishes to (i) request for this Offer Document, the Acceptance Form and/or any related documents; or (ii) accept the Offer, to satisfy himself as to the full observance of the laws of the relevant jurisdictions in that connection, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements, or the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. Such Overseas Shareholder shall also be liable for any taxes, imposts, duties or other requisite payments payable and the Offeror and any person acting on its behalf (including DBS Bank) shall be fully indemnifi ed and held harmless by such Overseas Shareholder for any such taxes, imposts, duties or other requisite payments that may be required to be paid and the Offeror shall be entitled to set-off any such amounts against any sum payable to the Overseas Shareholder pursuant to the Offer and/or any exercise of the compulsory acquisition rights described in Section 11.2 of the Letter to Shareholders in this Offer Document. In (i) requesting for this Offer Document, the Acceptance Form and/or any related documents; and/or (ii) accepting the Offer, the Overseas Shareholder 17

19 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS represents and warrants to the Offeror and DBS Bank that he is in full observance of the laws of the relevant jurisdiction in that connection, and that he is in full compliance with all necessary formalities or legal requirements. If any Shareholder is in any doubt about his position, he should consult his professional adviser in the relevant jurisdiction. All Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements in their own jurisdiction Notice. The Offeror and DBS Bank each reserves the right to notify any matter, including the fact that the Offer has been made, to any or all Overseas Shareholders by announcement on or paid advertisement in a daily newspaper published and circulated in Singapore, in which case, such notice shall be deemed to have been suffi ciently given notwithstanding any failure by any Shareholder to receive or see such announcement or advertisement. The Constitution provides that any member whose registered address is outside Singapore and who has not supplied an address within Singapore for the service of notices and documents shall not be entitled to receive any such notices or documents from the Company. Accordingly, this Circular has not been and will not be sent to any Overseas Shareholder who has not provided, and will not provide, the Company with an address within Singapore at which notices or documents may be served upon him. Any affected Overseas Shareholder may nonetheless (subject to compliance with applicable laws) attend in person and obtain copies of this Circular during normal business hours up to 5.30 p.m. (Singapore time) on the Closing Date, from the offi ce of the Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffl es Place, #32-01 Singapore Land Tower, Singapore Alternatively, any Overseas Shareholder may (subject to compliance with applicable laws) write to the Registrar at the above-stated address to request for this Circular to be sent to an address in Singapore by ordinary post at his own risk, up to fi ve (5) Business Days prior to the Closing Date. In requesting for this Circular and any related documents, each of the Overseas Shareholders represents and warrants to the Company that each of them is in full observance of the laws of the relevant jurisdiction in that connection, and that each of them is in full compliance with all necessary formalities or legal requirements. Any Overseas Shareholder who is in any doubt about his position should consult his professional adviser in the relevant jurisdiction. 10. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who wish to accept the Offer, must do so not later than 5.30 p.m. (Singapore time) on 25 November 2016 or such later date(s) as may be announced from time to time by or on behalf of the Offeror and should follow the procedures as set out in Appendix 2 to the Offer Document and the Acceptance Form. Shareholders who do not wish to accept the Offer need not take further action in respect of the Offer Document (including the Acceptance Form) which has been sent to them. 11. DIRECTORS RESPONSIBILITY STATEMENT Save for (a) Appendices I and IV to this Circular; (b) information extracted in toto from the Offer Document; and (c) information relating to the Offeror, the Directors (including those who may have delegated detailed supervision of this Circular) have taken all reasonable care to ensure that the facts stated and all opinions expressed herein are fair and accurate and that no other material facts have been omitted from this Circular, which would make any statement in this Circular misleading, and they jointly and severally accept responsibility accordingly. The recommendation of the Independent Director to Shareholders in respect of the Offer as set out in Section 8 of this Circular is the sole responsibility of the Independent Director. 18

20 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS In respect of Appendices I and IV to this Circular, the sole responsibility of the Directors has been to ensure that the facts stated therein with respect to the Group are fair and accurate in all material respects. Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Offeror, the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, accurately refl ected or reproduced herein. Yours faithfully For and on behalf of the Board Dr Hong Hin Kay Albert Independent Director 19

21 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. (Incorporated in the Republic of Singapore) (Company Registration Number: D) 16 Collyer Quay #10-00 Income at Raffl es Singapore November 2016 To: The Independent Director of Goodwood Park Hotel Limited (deemed to be independent in respect of the Offer) Dr Hong Hin Kay Albert Dear Sir, INDEPENDENT FINANCIAL ADVICE TO THE INDEPENDENT DIRECTOR IN RESPECT OF THE VOLUNTARY UNCONDITIONAL CASH OFFER BY HOTEL HOLDINGS (PRIVATE) LIMITED TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARES OF GOODWOOD PARK HOTEL LIMITED OTHER THAN THOSE ALREADY OWNED, CONTROLLED OR AGREED TO BE ACQUIRED BY HOTEL HOLDINGS (PRIVATE) LIMITED Unless otherwise defi ned or the context otherwise requires, all terms defi ned in the circular dated 11 November 2016 ( Circular ) issued by the Company to the shareholders of the Company ( Shareholders ) shall have the same meaning herein. For the purpose of this Letter (as defi ned herein), where applicable, we have used the foreign exchange rates of 1.00 : S$1.7000, US$1.00 : S$1.3886, S$1.00 : HK$ and S$1.00 : MYR on 1 November 2016, being the Latest Practicable Date (as defi ned herein). The above foreign exchange rate is extracted from published information by Bloomberg L.P. and is provided solely for information only. 1. INTRODUCTION On 14 October 2016 ( Offer Announcement Date ), DBS Bank Ltd. ( DBS ) announced ( Offer Announcement ), for and on behalf of Hotel Holdings (Private) Limited ( Offeror ), that the Offeror intends to make a voluntary unconditional cash offer ( Offer ) for all the issued ordinary shares ( Shares ) in the capital of Goodwood Park Hotel Limited ( Company ), other than those already owned, controlled or agreed to be acquired by the Offeror as at the Offer Announcement Date ( Offer Shares ), in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and Rule 15 of the Singapore Code on Take-overs and Mergers ( Code ). The Offeror is a private company incorporated in Singapore and as at the Offer Announcement Date, the shareholders of the Offeror are: (i) the Estate of Tan Sri Khoo Teck Puat, Deceased ( Estate ) and (ii) Ms Khoo Elizabeth ( Elizabeth ). We understand from the Offer Announcement that Elizabeth s shares in the Offeror are held on trust for the benefi t of the Estate. The directors of the Offeror are Elizabeth, Ms Khoo Bee Geok Mavis ( Mavis ) and Mr Khoo Kim Hai Eric ( Eric ) (collectively, Khoo Family ). Elizabeth, Mavis and Eric are also trustees of the Estate. On 28 October 2016, the formal Offer was made by DBS, for and on behalf of the Offeror, for the Offer Shares, subject to the terms and conditions of the Offer as set out in the offer document dated 28 October 2016 ( Offer Document ). The Offer Document and the Acceptance Form were despatched to Shareholders on 28 October 2016 ( Commencement Date ). 20

22 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER As disclosed in the Offer Document, the Offeror owns or controls in aggregate 10,419,416 Shares, representing approximately 24.2% of the total number of Shares. The Offer is being made to the remaining 32,569,399 Offer Shares at the offer price of S$43.00 in cash for each Offer Share ( Offer Price ) and the Offer is unconditional in all respects. As disclosed in the Offer Document, the Offeror has received irrevocable undertakings ( Irrevocable Undertakings ) from the following persons: (i) (ii) (iii) (iv) (v) the Estate; Claymore (Private) Limited ( Claymore ); Daiwa (Malaya) Private Limited ( Daiwa ); the Khoo Teck Puat Foundation ( Foundation ); and Elizabeth, Mavis and Eric individually, collectively, ( Undertaking Parties ). Pursuant to their respective Irrevocable Undertakings, the Undertaking Parties have undertaken to accept the Offer in respect of all Shares held by each of them prior to and up to the close of the Offer. As disclosed in the Offer Document, the Undertaking Parties hold in aggregate 32,425,950 Shares, representing approximately 75.4% of the total number of Shares. In addition, in accordance with the terms of their respective Irrevocable Undertakings, the Estate, Claymore and Daiwa will further waive the receipt of all the consideration payable to them for their Shares tendered in acceptance of the Offer while the Foundation has agreed, in accordance with the terms of its Irrevocable Undertaking, to defer the receipt of all the consideration payable to it for its Shares tendered in acceptance of the Offer to 180 days after the fi nal closing date of the Offer. Further details on the Undertaking Parties and the Irrevocable Undertakings are set out in Section 3.6 of this Letter. Save for 41,168 Shares held by Ms Khoo Kim Geok Jacqueline ( Jacqueline ), a close relative of the Khoo Family members and a benefi ciary of the Estate, and 7 Shares held by the Estate of Khoo Ai Tee, a close relative of the Khoo Family members, the remaining 102,274 Shares, representing approximately 0.2% of the total number of Shares are held by some 182 Shareholders. In connection with the Offer, PrimePartners Corporate Finance Pte. Ltd. ( PPCF ) has been appointed by the Company as the independent fi nancial adviser ( IFA ) to the director who is considered independent in respect of the Offer ( Independent Director ), for the purpose of making recommendations to Shareholders in respect of the Offer. Pursuant to the confi rmations sought by the Offeror, the Securities Industry Council ( SIC ) had, on 13 September 2016, exempted Elizabeth, Mavis and Eric from the requirement to make a recommendation on the Offer to Shareholders, as they are not considered independent for the purposes of the Offer under the Code. They must, however, as directors of the Company ( Directors ) still assume responsibility for the accuracy of facts stated in the documents and advertisements issued by, or on behalf of, the Company in connection to the Offer. The Company has confi rmed to us that the remaining Director, Dr Hong Hin Kay Albert, is considered as an Independent Director for the purpose of the Offer. This letter ( Letter ) is addressed to the Independent Director and sets out, inter alia, our views and evaluation of the fi nancial terms of the Offer, our opinion thereon, and forms part of the Circular providing, inter alia, details of the Offer, and the recommendation of the Independent Director. 21

23 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER 2. TERMS OF REFERENCE We have been appointed to advise the Independent Director on the fi nancial terms of the Offer in compliance with the provisions of the Code. We have confi ned our evaluation to the fi nancial terms of the Offer and have not taken into account the commercial risks and/or commercial merits of the Offer. Our terms of reference do not require us to evaluate or comment on the rationale for, or the strategic or long term merits of the Offer or on the future prospects of the Company and its subsidiaries ( Group ) or the method and terms by which the Offer is made or any other alternative methods by which the Offer may be made. Such evaluations and comments remain the sole responsibility of the Directors, although we may draw upon their views or make such comments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving at our opinion as set out in this Letter. We are not authorised and we have not solicited, any indications of interest from any third party with respect to the Shares. We are therefore not addressing the relative merits of the Offer as compared to any alternative transaction that may be available to the Company (or its Shareholders), or as compared to any alternative offer that might otherwise be available in the future. In the course of our evaluation of the fi nancial terms of the Offer, we have relied on, and assumed without independent verifi cation, the accuracy and completeness of published information relating to the Group. We have also relied on information provided and representations made, including relevant fi nancial analyses and estimates, by the management of the Company ( Management ), the Directors, the Company s solicitors and auditors. We have not independently verified such information or any representation or assurance made by them, whether written or verbal, and accordingly cannot and do not make any representation or warranty, express or implied, in respect of, and do not accept any responsibility for, the accuracy, completeness or adequacy of such information, representation or assurance. We have nevertheless made such enquiries and exercised our judgement as we deemed necessary and have found no reason to doubt the reliability of the information. We have relied upon the assurances of the Directors that, upon making all reasonable inquiries and to the best of their respective knowledge, information and belief, all material information in connection with the Offer, the Company and/or the Group has been disclosed to us, that such information is true, complete and accurate in all material respects and that there is no other information or fact, the omission of which would cause any information disclosed to us or the facts of or in relation to the Company and/or the Group stated in the Circular to be inaccurate, incomplete or misleading in any material respect. The Directors jointly and severally accept responsibility accordingly. For the purposes of assessing the fi nancial terms of the Offer and reaching our conclusions thereon, we have not relied upon any fi nancial projections or forecasts in respect of the Company. We will not be required to express, and we do not express, any view on the growth prospects and earnings potential of the Company and/or the Group in connection with our opinion in this Letter. We have not made any independent evaluation or appraisal of the assets and liabilities of the Company and/or the Group (including, without limitation, property, plant and equipment). In connection with the Offer, the Company had commissioned CBRE Pte. Ltd. and CBRE Hotels Ltd. (collectively, Valuers ) to carry out a revaluation of the Group s three (3) hotels, namely, Goodwood Park Hotel, York Hotel and Royal Garden Hotel and Staff Hostel ( Royal Garden Hotel ) (collectively, Hotels ), in valuation reports addressed to the Independent Director (and/or the IFA), on an as-is basis assuming a hypothetical sale of the Hotels, as at their respective dates of valuation ( Valuation Reports ). 22

24 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER As such, we have been furnished with the Valuation Reports prepared by the Valuers for the Hotels as below: Hotel Location Date of valuation Valuer Goodwood Park Hotel Singapore 22 August 2016 CBRE Pte. Ltd. York Hotel Singapore 22 August 2016 CBRE Pte. Ltd. Royal Garden Hotel London 23 August 2016 CBRE Hotels Ltd. The condensed valuation reports dated 11 November 2016 prepared by the Valuers ( Condensed Valuation Reports ) for the Hotels are attached as Appendix 4 to the Circular. We are not experts in the evaluation or appraisal of the assets concerned and we have placed sole reliance on the Valuation Reports and/or Condensed Valuation Reports for such asset appraisal and have not made any independent verifi cation of the contents thereof. In particular, we do not assume any responsibility to enquire about the basis of the valuation contained in the Valuation Reports or Condensed Valuation Reports or if the contents thereof have been prepared and/or include in the Circular in accordance with all applicable regulatory requirements including the Code. Our analysis and our opinion as set out in this Letter is based upon market, economic, industry, monetary and other conditions in effect on, and the information provided to us as at 1 November 2016 ( Latest Practicable Date ). Such conditions may change signifi cantly over a relatively short period of time. We assume no responsibility to update, revise or reaffi rm our opinion in light of any subsequent development after the Latest Practicable Date that may affect our opinion contained herein. Shareholders should further take note of any announcements relevant to their consideration of the Offer which may be released by the Company and/or the Offeror after the Latest Practicable Date. In rendering our opinion, we did not have regard to the specifi c investment objectives, fi nancial situation, tax status, risk profi les or unique needs and constraints of any individual Shareholder. As each Shareholder would have different investment objectives and profi les, we would advise the Independent Director to recommend that any individual Shareholder who may require specifi c advice in relation to his investment objectives or portfolio should consult his stockbroker, bank manager, solicitor, or other professional adviser immediately. As such, our opinion should not be the sole basis for deciding whether or not to accept the Offer. The Company has been separately advised by its own advisers in the preparation of the Circular (other than this Letter). Accordingly, we take no responsibility for and express no views, express or implied, on the contents of the Circular (other than this Letter). Our opinion in respect of the Offer, as set out in Section 9 of this Letter, should be considered in the context of the entirety of this Letter and the Circular. 3. THE OFFER Shareholders should have by now received a copy of the Offer Document that contains the formal offer by DBS, for and on behalf of the Offeror, to acquire all the Offer Shares, subject to the terms and conditions of the Offer as set out in the Offer Document. The principal terms and conditions of the Offer are set out in Section 2 of the Offer Document. Shareholders are advised to read the terms and conditions of the Offer as set out in the Offer Document carefully. A copy of the Offer Document is available at The key terms of the Offer are set out below for your reference. 23

25 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER 3.1 Offer Price The consideration for each Offer Share is: For each Offer Share: S$43.00 in cash 3.2 Offer Shares The Offer is extended to all Shares, other than those already owned, controlled or agreed to be acquired by the Offeror as at the Offer Announcement Date. 3.3 Rights and Encumbrances The Offer Shares will be acquired: (i) (ii) (iii) fully paid; free from all claims, charges, pledges, mortgages, encumbrances, liens, options, equity, power of sale, declarations of trust, hypothecation, retention of title, rights of pre-emption, rights of fi rst refusal, moratoriums or other third party rights or interests of any nature whatsoever or any agreement, arrangement or obligation to create any of the foregoing ( Encumbrances ); and together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date, and thereafter attaching thereto, including but not limited to the right to receive and retain all dividends, rights, other distributions and/or return of capital ( Distributions ) declared, paid or made by the Company on or after the Offer Announcement Date. 3.4 Adjustment for Distributions Without prejudice to the foregoing, the Offer Price has been determined on the basis that the Offer Shares will be acquired with the right to receive any Distribution that may be declared, paid or made by the Company on or after the Offer Announcement Date. Accordingly, in the event any Distribution is or has been declared, paid or made by the Company in respect of the Offer Shares on or after the Offer Announcement Date to a Shareholder who validly accepts or has validly accepted the Offer ( Accepting Shareholder ), the Offer Price payable to such Accepting Shareholder shall be reduced by an amount which is equal to the amount of such Distribution, depending on when the settlement date in respect of the Offer Shares tendered in acceptance of the Offer by the Accepting Shareholder falls, as follows: (i) (ii) if such settlement date falls on or before the books closure date for the determination of entitlements to the Distribution ( Books Closure Date ), the Offeror shall pay the Accepting Shareholder the unadjusted Offer Price for each Offer Share, as the Offeror will receive the Distribution in respect of such Offer Share from the Company; or if such settlement date falls after the Books Closure Date, the Offer Price for each Offer Share shall be reduced by an amount which is equal to the amount of the Distribution in respect of each Offer Share (the Offer Price after such reduction, Adjusted Offer Price ) and the Offeror shall pay the Accepting Shareholder the Adjusted Offer Price for each Offer Share, as the Offeror will not receive the Distribution in respect of such Offer Share from the Company. 3.5 Unconditional Offer The Offer is not subject to any conditions and is unconditional in all respects. 24

26 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER 3.6 Irrevocable Undertakings As disclosed in the Offer Document, the Undertaking Parties have given their respective Irrevocable Undertakings in favour of the Offeror to, inter alia, accept the Offer in respect of all the Shares held by each of them prior to and up to the close of the Offer. Details of the Undertaking Parties and their holdings of the Shares owned by them as disclosed in the Offer Document are set out below: Undertaking Party Number of Shares Shareholding percentage (%) Estate 24,931, Claymore 4,899, Daiwa 1,072, Foundation 1,351, Elizabeth 41, Mavis 31, Eric 97, Total 32,425, Waiver of Consideration In accordance with the terms of their respective Irrevocable Undertakings, the Estate, Claymore and Daiwa will further waive the receipt of all the consideration payable to them for their Shares tendered in acceptance of the Offer. Deferred Payment of Consideration The Foundation has also agreed, in accordance with the terms of its Irrevocable Undertaking, to defer the receipt of all the consideration payable to it for its Shares tendered in acceptance of the Offer ( Foundation Shares Consideration ). The Foundation Shares Consideration shall only be required to be remitted to the Foundation 180 days after the fi nal closing date of the Offer and no interest will be payable to the Foundation in respect of such deferred remittance. Further details The Irrevocable Undertakings shall lapse on the date on which the Offer closes, lapses or is withdrawn. Eventual Privatisation of the Company Arising from the Irrevocable Undertakings, the Offeror will receive by the close of the Offer valid acceptances pursuant to the Offer in respect of not less than 90.0% of the total numbers of Shares (excluding treasury shares and other than those Shares already held by the Offeror, its related corporations or their respective nominees as at the Commencement Date). As a result, the Offeror will be entitled to, and it has expressed its intention to, exercise its rights of compulsory acquisition pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore ( Companies Act ) to acquire all the remaining Offer Shares not acquired under the Offer. Following the completion of the compulsory acquisition, the Company will become a wholly-owned subsidiary of the Offeror. 3.7 Warranty A Shareholder who tenders his Offer Shares in acceptance of the Offer will be deemed to unconditionally and irrevocably warrant that he sells such Offer Shares as or on behalf of the benefi cial owner(s) thereof: (i) fully paid; (ii) free from all Encumbrances; and (iii) together with all rights, benefi ts and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to the right to receive and retain all Distributions declared, paid or made by the Company in respect of the Offer Shares on or after the Offer Announcement Date. 25

27 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER 3.8 Further details of the Offer Further details of the Offer, including details on (a) the duration of the Offer; (b) the settlement of the consideration of the Offer; (c) the requirements relating to the announcement of the level of acceptances of the Offer; and (d) the right of withdrawal of acceptances of the Offer, are set out in Appendix 1 to the Offer Document. Details on the procedures for acceptance of the Offer are set out in Appendix 2 to the Offer Document. 4. INFORMATION ON THE OFFEROR The information on the Offeror, as set out below in italics, has been extracted from Section 7 of the Offer Document. Unless otherwise defi ned, all terms and expressions used in the extract below shall bear the same meanings as those defi ned in the Offer Document. 7. INFORMATION ON THE OFFEROR 7.1 Introduction. The Offeror is a private company limited by shares incorporated in Singapore. The principal activities of the Offeror are that of investment holding and transactions in shares. 7.2 Shareholders of the Offeror. As at the Latest Practicable Date, the Estate and Elizabeth are the shareholders of the Offeror. Elizabeth s shares in the Offeror are held on trust for the benefi t of the Estate. The benefi ciaries of the Estate include various descendants of Tan Sri Khoo Teck Puat, Deceased. 7.3 Directors of the Offeror. As at the Latest Practicable Date, the directors of the Offeror are Elizabeth, Mavis and Eric. Elizabeth, Mavis and Eric are also the trustees of the Estate. Additional information on the Offeror are set out in Appendix 3 to the Offer Document. 5. INFORMATION ON THE COMPANY The information on the Company, as set out below in italics, has been extracted from Section 8 of the Offer Document. Unless otherwise defi ned, all terms and expressions used in the extract below shall bear the same meanings as those defi ned in the Offer Document. 8. INFORMATION ON THE COMPANY 8.1 Introduction. The Company is a public company incorporated in Singapore on 30 September 1947, which was previously listed on the Main Board of the SGX-ST and has been delisted from the SGX-ST since 10 December 2004 ( Delisted ). The principal activities of the Group are those of hoteliers and restaurateurs, investment holding and transactions in shares. 8.2 Directors of the Company. As at the Latest Practicable Date, the directors of the Company are Elizabeth, Mavis, Eric and Mr Hong Hin Kay Albert. 8.3 Share Capital of the Company. As at the Latest Practicable Date, based on the latest information available to the Offeror, the Company has only one class of shares in issue, being ordinary shares in the Company, and there are 42,988,815 Shares and no treasury shares. 26

28 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Previous Delisting We note that the Company was subjected to a delisting exercise from the Main Board of SGX-ST in 2004 ( Delisting ). Based on the circular dated 12 October 2004 in relation to the Delisting, we note that under the terms of the Delisting, an exit offer was made with an exit offer price of S$53.53 per Share in cash ( Exit Offer ). In connection to the Delisting, the Company had appointed G. K. Goh Stockbrokers Pte Ltd as the independent fi nancial adviser in relation to the Exit Offer, who was of the view that the fi nancial terms of the Exit Offer are, on balance, fair and reasonable. The Company was subsequently delisted from SGX-ST on 10 December Implied Market Capitalisation As at the Latest Practicable Date, the Company has an issued and paid-up share capital comprising 42,988,815 Shares. Based on the Offer Price of S$43.00 per Share and the total number of issued Shares as at the Latest Practicable Date, the implied market capitalisation of the Company is approximately S$1,848.5 million. Additional information on the Company are set out in Appendix 4 to the Offer Document and Appendix 2 to the Circular. 6. RATIONALE FOR THE OFFER The full text of the rationale for the Offer has been extracted from Section 10 of the Offer Document and is set out in italics below. Unless otherwise defi ned, all terms and expressions used in the extract below shall bear the same meanings as those defi ned in the Offer Document. 10. RATIONALE FOR THE OFFER 10.1 The Offer Provides an Exit for Shareholders in an Unlisted Company Following the Company s delisting in December 2004, it has become diffi cult for the Shareholders to realise their investment in the Shares given the lack of a public market for the Shares. With the Offer, the Shareholders will have an opportunity to realise the value of their Shares in cash at an attractive price Opportunity for Shareholders to Realise Their Investment in Cash at a Compelling Price The Offer Price Fully Reflects the Latest Market Valuations of the Company s Hotels and Relevant Assets In connection with the Offer, the Company had commissioned CBRE Pte. Ltd. and CBRE Hotels Ltd 1, to conduct independent valuations to determine the market value of the Group s three (3) hotels: Goodwood Park Hotel, York Hotel and Royal Garden Hotel ( Hotels ), on an as-is basis assuming a hypothetical sale of the Hotels as per the dates listed in the table below ( Independent Market Hotel Valuations ). The Independent Market Hotel Valuations were made available to the Offeror by the Company. For the avoidance of doubt, the Offeror has no plans to divest any of the Hotels, convert them to alternative uses or expand their capacity materially in the foreseeable future. Please refer to Section 11 of the Letter to Shareholders in this Offer Document for further details on the Offeror s intentions for the Company. 1 Valuations for Goodwood Park Hotel and York Hotel were performed by CBRE Pte. Ltd., while the valuation for Royal Garden Hotel was performed by CBRE Hotels Ltd. 27

29 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER The Offeror believes the Offer Price is attractive and fair as it fully refl ects the Independent Market Hotel Valuations and the total revaluation surplus of the Hotels over their book values as of 30 September 2015 and the marked-to-market valuations of quoted investments held by the Company in listed companies. Hotel Location No. of Rooms Date of Valuation Market Value (S$ million) Unless otherwise stated. Goodwood Park Hotel Singapore August York Hotel Singapore August Royal Garden Hotel London August Total Gross Market Valuation 1,031.4 Less: Book value of Hotels as of 30 September Revaluation Surplus of Hotels Add: Revaluation Surplus of Quoted Investments Total Revaluation Surplus Revaluation surplus per Share Audited NAV per Share 4 Revalued NAV per Share S$17.03 S$25.78 S$42.81 Offer Price Premium over Revalued NAV 0.4% Premium over net Exit Offer Price (as defined below) 262.1% Further details on the Independent Market Hotel Valuations will be set out in the circular to be issued by the Company The Offer Price Represents an Attractive Premium to the Net Exit Offer Price In 2004, an exit offer of S$53.53 per Share ( Exit Offer Price ) was made in connection with the delisting of the Company. Subsequently, the Company declared and paid a special dividend of S$ per Share ( Special Dividend ) in The Special Dividend followed the sale of the Company s entire stake in Standard Chartered plc. 2 Based on an exchange rate of GBP/SGD 1.77 derived from the Bloomberg average intraday rate as at 21 September Based on the value of quoted investments held by the Company as at 21 September Derived based on the audited NAV of the Company as at 30 September 2015 of approximately S$1, million divided by 42,988,815 Shares. 5 As the Special Dividend was declared in GBP, this represents the SGD equivalent converted based on an exchange rate of GBP/SGD 2.99 as at 16 August 2006, which was the date the Special Dividend was paid. 28

30 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Accordingly, the Offer Price is a per cent. premium to the net Exit Offer Price of S$11.88 per Share (being the Exit Offer Price less the Special Dividend) The Offer Price Represents a Significant Premium to NAV and an Attractive Historical Price-to-Earnings Multiple The Offer Price of S$43.00 per Share represents: (i) (ii) a signifi cant premium of 67 per cent. to the latest audited NAV per Share of S$25.78 as of 30 September 2015; and an attractive historical price-to-earnings multiple of 123.0x, based on the latest annual earnings per Share of S$0.35 as of 30 September Consolidation of Holdings The Offeror is undertaking the Offer to consolidate the holdings of the Company under a single holding company. 7. THE OFFEROR S INTENTIONS FOR THE COMPANY The full text of the Offeror s intentions for the Company has been extracted from Section 11 of the Offer Document and is set out in italics below. Unless otherwise defi ned, all terms and expressions used in the extract below shall bear the same meanings as those defi ned in the Offer Document. 11. THE OFFEROR S INTENTIONS FOR THE COMPANY 11.1 The Offeror s Future Plans for the Company. The Offeror intends for the Company to continue with its existing activities and has no intention to: (i) introduce any major changes to the business of the Company; (ii) re-deploy the fi xed assets of the Company; or (iii) discontinue the employment of any of the existing employees of the Group, other than in the ordinary course of business. The Offeror supports the sales and marketing initiatives, food and beverage businesses, and staff training and development programmes of the Hotels owned by the Group. The Offeror will continue to support investment in capital expenditure, where necessary, to preserve the high standards of maintenance of the Hotels. 29

31 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER The Offeror has no plans to divest any of the Hotels, convert them to alternative uses or expand their capacity materially in the foreseeable future. However, the Offeror retains the fl exibility at any time to consider any options or opportunities which may present themselves and which it may regard to be in the best interest of the Company. No such options or opportunities are being considered at this time Compulsory Acquisition. Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances of the Offer and/or acquires or agrees to acquire such number of Shares from the Commencement Date otherwise than through valid acceptances of the Offer in respect of not less than 90 per cent. of the total number of Shares (excluding treasury shares and other than those Shares already held by the Offeror, its related corporations or their respective nominees as at the Commencement Date), the Offeror would be entitled to exercise the right to compulsorily acquire all the Shares of the Shareholders who have not accepted the Offer (the Dissenting Shareholders ) on the same terms as those offered under the Offer. In such event, the Offeror intends to exercise its right to compulsorily acquire all the Shares not acquired under the Offer. Dissenting Shareholders have the right under and subject to Section 215(3) of the Companies Act to require the Offeror to acquire their Shares in the event that the Offeror, its related corporations or their respective nominees acquire, pursuant to the Offer, such number of Shares which, together with treasury shares and the Shares held by the Offeror, its related corporations or their respective nominees, comprise 90 per cent. or more of the total number of Shares. Dissenting Shareholders who wish to exercise such right are advised to seek their own independent legal advice. Unlike Section 215(1) of the Companies Act, the 90 per cent. threshold under Section 215(3) of the Companies Act does not exclude treasury shares or Shares held by the Offeror, its related corporations or their respective nominees. Following our discussion with the Company, we note that the Group does not have any current plans to divest any of its Hotels nor does the Group have any present plan to convert the Hotels to alternative uses or expand their capacity materially in the foreseeable future. We further note that in the Delisting, the then offeror and the Company had given the same statements with regards to the future plans of the Company and we note that no divestments, conversions or expansions had been carried out, save for some refurbishment work, since ASSESSMENT OF THE FINANCIAL TERMS OF THE OFFER In our assessment of the fi nancial terms of the Offer, we have considered the following which we consider to be pertinent and to have a signifi cant bearing on our assessment of the Offer: (a) (b) (c) (d) (e) (f) No market quotation of the Shares; Historical fi nancial performance of the Group; Net asset value ( NAV ) and revalued net asset value ( RNAV ) of the Group; Comparison with the valuation ratios of selected companies listed on the SGX-ST or SGX-Catalist which are broadly comparable to the Group; Comparison with the valuation ratios of selected take-overs of companies listed on the SGX-ST or SGX-Catalist which are broadly comparable to the Group; Comparison with the valuation ratios of recently completed privatisations of: (i) companies listed on the SGX-ST or SGX-Catalist; and (ii) unlisted public companies; 30

32 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER (g) (h) Dividend track record of the Company; and Other relevant considerations in relation to the Offer which may have a signifi cant bearing on our assessment. The figures, underlying financial and market data used on our analysis, including securities prices and foreign exchange rates have been extracted from Bloomberg L.P., SGX-ST and other public filings as at the Latest Practicable Date. PPCF makes no representation or warranties, express or implied, as to the accuracy or completeness of such information. 8.1 No market quotation of the Shares The Company is an unlisted public company. The Shares are therefore not quoted or traded on the SGX-ST, SGX-Catalist or on any other stock exchange. In addition, approximately more than 99.8% of the Shares are held by the Offeror, its concert parties and the Undertaking Parties, with the remaining Shares held by some 182 Shareholders. As there is no recent publicly available data on the trading performance of the Shares, whether on-market or off-market, we are not able to compare the Offer Price against any of the recent historical transactions on the Shares. As such, we will also not be able to use any recent historical trading transactions of the Shares as a benchmark to evaluate the reasonableness of the Offer Price unlike shares of a publicly listed company. 8.2 Historical financial performance of the Group For the purpose of evaluating the fi nancial terms of the Offer, we have considered the audited fi nancial results of the Group for the fi nancial years ended 30 September ( FY ) 2013, 2014 and The following summary of the fi nancial information should be read in conjunction with the full text of the Group s audited fi nancial statements for FY2013, FY2014 and FY2015 in respect of the relevant fi nancial periods including the notes thereto. Audited Audited Audited (S$ 000) FY2013 FY2014 FY2015 Revenue 158, , ,463 Gross Profi t 81,684 87,735 82,579 Selling and marketing expenses (5,292) (5,210) (5,294) General and administrative expenses (15,164) (15,804) (15,917) Other operating expenses (24,409) (30,430) (30,131) Results from operating activities 36,819 36,291 31,237 Finance income 12,424 21,440 19,912 Finance costs (1) (34,285) (22,753) (27,530) Profi t before tax 14,958 34,978 23,619 Tax expense (8,520) (9,796) (8,592) Profit after tax 6,438 25,182 15,027 Source: Group s audited fi nancial statements for FY2013, FY2014 and FY2015 Note: (1) Finance costs include the net impact of foreign exchange gains or losses. 31

33 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER FY2013 vs FY2014 Revenue for the Group increased by S$8.2 million or 5.2% from S$158.6 million in FY2013 to S$166.8 million in FY2014. The increase was due mainly to the (i) increase in gross revenue from hotel operations, store rentals and services fees of S$7.4 million or 4.9% from S$151.6 million in FY2013 to S$158.9 million in FY2014; and (ii) increase in gross dividends from equity investments of S$2.7 million or 114.6% from S$2.4 million in FY2013 to S$5.1 million in FY2014. This was partially offset by the decrease in proceeds from the sale of held for trading fi nancial assets of S$1.9 million or 40.4% from S$4.7 million in FY2013 to S$2.8 million in FY2014. As a result, gross profi t increased by S$6.1 million or 7.4% from S$81.7 million in FY2013 to S$87.7 million in FY2014 with gross profi t margin increasing slightly from 51.5% in FY2013 to 52.6% in FY2014. Total operating expenses increased by S$6.6 million or 14.7% from S$44.9 million in FY2013 to S$51.4 million in FY2014 due mainly to the adjustment for prior period depreciation on the leasehold land for Royal Garden Hotel and higher spending on the repair and maintenance of Royal Garden Hotel. In addition, fi nance income increased by S$9.0 million or 72.6% from S$12.4 million in FY2013 to S$21.4 million in FY2014. The increase was due mainly to higher interest income from fi nancial institutions and a net gain in fair value of held for trading fi nancial assets. Finance costs decreased by S$11.5 million or 33.6% from S$34.3 million in FY2013 to S$22.8 million in FY2014. The decrease was due mainly to lower exchange losses and a decrease in impairment losses on available for sale fi nancial assets. As a result of the above, the Group recorded a profi t after tax of S$25.2 million for FY2014, compared to a profi t after tax of S$6.4 million for FY2013. FY2014 vs FY2015 Revenue for the Group decreased by S$5.4 million or 3.2% from S$166.8 million in FY2014 to S$161.5 million in FY2015. The decrease was due mainly to the (i) decrease in gross dividends from equity investments of S$2.9 million or 55.9% from S$5.1 million in FY2014 to S$2.3 million in FY2015; and (ii) decrease in proceeds from the sale of held for trading fi nancial assets of S$2.5 million or 90.2% from S$2.8 million in FY2014 to S$0.3 million in FY2015. Gross revenue received from hotel operations, store rentals and service fees remained largely the same. As a result, gross profi t decreased by S$5.2 million or 5.9% from S$87.7 million in FY2014 to S$82.6 million in FY2015 with gross profi t margin decreasing from 52.6% in FY2014 to 51.1% in FY2015. Total operating expenses remained largely the same which is in line with the gross revenue received from hotel operations, store rentals and service fees. In addition, fi nance income decreased by S$1.5 million or 7.1% from S$21.4 million in FY2014 to S$19.9 million in FY2015. The decrease was due mainly to lower interest income from fi nancial institutions and a net loss in fair value of held for trading fi nancial assets. This was partially offset by a gain on disposal of available for sale fi nancial assets. Finance costs increased by S$4.8 million or 21.0% from S$22.8 million in FY2014 to S$27.5 million in FY2015. The increase was due mainly to an increase in impairment losses on available for sale fi nancial assets and a net loss in fair value of held for trading fi nancial assets. This was partially offset by lower foreign exchange losses. As a result of the above, the Group recorded a profi t after tax of S$15.0 million for FY2015, compared to a profi t after tax of S$25.2 million for FY

34 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Price-to-earnings ( P/E ) ratio implied by the Offer Price P/E ratio illustrates the valuation ratio of the current market value of a company s shares relative to its consolidated basic earnings per share as stated in its fi nancial statements. The P/E ratio is affected by, inter alia, the capital structure of a company, its tax position as well as its accounting policies relating to depreciation and intangible assets. The historical P/E ratio is commonly used for the purpose of illustrating the profi tability and hence the valuation of a company as a going concern. For our analysis, we have evaluated the implied P/E ratio of the Group as ascribed by the Offer Price based on the Group s audited profi t after tax for FY2015. The Group s audited profi t after tax for FY2015 was S$15.0 million. Based on the Offer Price of S$43.00 per Share and the 42,988,815 issued Shares as at the Latest Practicable Date, the implied market capitalisation of the Company is approximately S$1,848.5 million. The Offer Price thus values the Group at a P/E ratio of approximately times. Notwithstanding that the Group has a large asset base amounting to S$1,159.4 million due to the substantial amount of cash and cash equivalents amounting to S$798.5 million, we note that the Group had reported an annual profi t after tax of less than S$26.0 million in the last three (3) fi nancial years. Hence, the historical P/E ratio of the Group as implied by the Offer Price will remain a statistical outlier, and therefore will not be meaningful for the purpose of comparison with the P/E ratio of its peers. Nonetheless, we have shown the historical P/E ratio of the Group of times as ascribed by the Offer Price for the purpose of comparison with its peers as set out in Section 8.4 of this Letter. 8.3 NAV and RNAV of the Group NAV of the Group The NAV of a group refers to the aggregate value of all the assets in their existing condition, net of any non-controlling interests and all liabilities of the group. The NAV approach may provide an estimate of the value of a group assuming the hypothetical sale of all its assets over a reasonable period of time, the proceeds of which would be fi rst used to settle the liabilities of the group with the balance available for distribution to its shareholders. Therefore, the net assets of a group are perceived as providing support for the value of the shareholders equity. Notwithstanding the foregoing, Shareholders should note that analysis based on the NAV of the Group provides an estimate of the value of the Group based on a hypothetical scenario, and such hypothetical scenario is assumed without considering factors such as, inter alia, time value of money, market conditions, legal and professional fees, liquation costs, taxes, contractual obligations, regulatory requirements and availability of potential buyers, which would theoretically lower the NAV that can be realised. 33

35 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER A summary of the audited fi nancial position of the Group as at 30 September 2015 is set out below: Audited (S$ 000) As at 30 September 2015 Non-current assets Property, plant and equipment 302,347 Investments in subsidiaries Investment in an associate 15 Advance to subsidiary Financial assets, available-for-sale 30,165 Deferred tax assets 3,254 Current assets Inventories 1,720 Trade and other receivables 11,313 Financial assets, held for trading 12,034 Cash and cash equivalents 798,519 Total assets 1,159,367 Non-current liability Deferred tax liabilities 4,457 Current liabilities Trade and other payables 35,970 Current tax liabilities 10,542 Total liabilities 50,969 Total equity / NAV 1,108,398 Number of Shares 42,988,815 NAV per Share (S$) Premium of the Offer Price over the NAV per Share (%) 66.8% Price-to-NAV ( P/NAV ) ratio as implied by the Offer Price 1.7 times Source: Group s audited fi nancial statement for FY2015 Overview As at 30 September 2015, the assets of the Group of S$1,159.4 million comprised mainly: (i) cash and cash equivalents of S$798.5 million; (ii) property, plant and equipment of S$302.3 million; (iii) available for sale fi nancial assets of S$30.2 million; and (iv) held for trading fi nancial assets of S$12.0 million, representing approximately 68.9%, 26.1%, 2.6% and 1.0% of the Group s total assets respectively. The corresponding liabilities of the Group of S$51.0 million comprised mainly: (i) trade and other payables of S$36.0 million; and (ii) current tax liabilities of S$10.5 million, representing approximately 70.6% and 20.7% of the Group s total liabilities respectively. 34

36 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Accordingly, the NAV of the Group amounted to approximately S$1,108.4 million. The NAV of the Group is equivalent to the net tangible assets of the Group as the Group does not have any intangible assets. Based on the number of issued Shares of 42,988,815 Shares as at the Latest Practicable Date, the NAV per Share amounted to S$25.78 per Share. The Offer Price of S$43.00 per Share represents a premium of 66.8% above the NAV per Share of S$25.78 and values the Group at a P/NAV ratio of 1.7 times as at 30 September Cash and cash equivalents As at 30 September 2015, the cash and cash equivalents of the Group amounted to S$798.5 million, comprising mainly: (i) short term bank deposits of S$742.0 million; and (ii) cash at bank and on hand of S$56.5 million. Property, plant and equipment Property, plant and equipment consist freehold land, leasehold land, buildings and plant, equipment, furniture, fi ttings and motor vehicles. These assets relate to the Group s three (3) hotel properties, namely, (i) Goodwood Park Hotel; (ii) York Hotel; and (iii) Royal Garden Hotel. The Hotels are measured at cost less accumulated depreciation. As at 30 September 2015, the property, plant and equipment of the Group amounted to a total of S$302.3 million. Further details of the Hotels are set out below: Hotels Location Description Site area (sqm) Net book value as at 30 September 2015 (S$ 000) Goodwood Park Hotel Singapore A distinguished heritage hotel with a design dating back to The hotel comprises of 233 guest rooms and suites. 37,785 38,546 York Hotel Singapore A modern hotel comprising of 407 guest rooms and suites. 8,206 24,987 Royal Garden Hotel London A luxury hotel comprising of 394 guest rooms with a staff hostel comprising of 107 bedrooms for staff accommodations. Approximately Hotel: 25,000 Hostel: 1, ,815 Total 302,347 (1) Source: Management and the Condensed Valuation Reports Note: (1) Does not add up due to rounding. 35

37 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Financial assets Financial assets comprises available for sale fi nancial assets and held for trading fi nancial assets. (i) Available for sale The available for sale fi nancial assets are recognised initially at fair value plus any directly attributable transaction costs and subsequently measured at fair value with changes, other than impairment losses, recognised in other comprehensive income and presented in the fair value reserve in equity. They pertain to (i) quoted securities which are listed on various stock exchanges in Malaysia, Singapore and the United States of America, amounting to a book value of S$24.8 million; and (ii) unquoted securities amounting to a book value of S$5.4 million, as at 30 September In respect of the unquoted securities, we understand from Management that these securities relate to an investment in ACRJ2 Pte. Ltd. ( ACRJ2 ), which is a joint venture with Capitaland Limited wherein the Company has a shareholding interest of 11.1%. ACRJ2 is an investment holding company incorporated in Singapore, holding a portfolio of rental apartments in Japan. (ii) Held for trading The held for trading fi nancial assets are measured at fair value with changes recognised in profi t or loss. They pertain to quoted securities which are listed on various stock exchanges mainly in Hong Kong, Singapore and the United States of America, amounting to a book value of S$12.0 million as at 30 September Investment in an associate Investment in an associate is accounted for using the equity method and is recognised initially at cost. Subsequently, the Group s share of the profit and loss and other comprehensive income of the associates will be included in the consolidated fi nancial statements of the Group. As at 30 September 2015, the Group s sole investment relates to an investment in Management Services (Pte) Ltd ( MSPL ) wherein the Company has a shareholding interest of 25.0%. We understand from the Management that MSPL provides corporate services including corporate secretary, accounting, tax and other fi nancial services to the Group, the Foundation and the Estate and does not provide services to third parties. Despite the accounting treatment, we note that, as disclosed in the fi nancial statements for FY2015, the Company is of the view that the effect of the consolidated fi nancial statements of MSPL to the Group is immaterial. Based on the Group s fi nancial statements for FY2015, we note that the investment in MSPL is recorded at cost with a book value amounting to S$15,000 while the net asset value of MSPL as at 30 September 2015 is S$434,000. As a result, the proportionate net asset value attributable to the Group, based on its shareholding interest, is S$108,500, and would result in a fair value gain of S$93,500. We understand that as MSPL is part of the Group s operations and the Group does not intend to dispose its investment in MSPL. In this respect, we have not made any adjustments to the RNAV of the Group due to the investment in MSPL. 36

38 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER RNAV of the Group As at 30 September 2015, the NAV of the Group amounted to S$1,108.4 million. In arriving at the revalued net asset value of the Group, we have taken into consideration the following: (i) Revaluation of the Group s property, plant and equipment In connection with the Offer, the Company had commissioned the Valuers to conduct independent valuations to determine the market value of (i) Goodwood Park Hotel as at 22 August 2016; (ii) York Hotel as at 22 August 2016; and (iii) Royal Garden Hotel as at 23 August 2016, in Valuation Reports, addressed to the Independent Director (and/or the IFA), on an as-is basis assuming a hypothetical sale of Hotels. The Condensed Valuation Reports prepared by the Valuers for the Hotels are set out in Appendix 4 to the Circular. We note that the Valuers have determined the Market Value as: the estimated amount for which an asset or liability should exchange on the date of valuation between a willing buyer and a willing seller in an arm s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion. The primary valuation methodologies which the Valuers had employed are the Income Capitalisation Approach and Discounted Cash Flow Analysis with a check by the Direct Comparison Approach. These approaches are based upon an estimation of future trading results which are based on historic trading analysis and future trading expectations having regard to any forecast capital expenditure, supply and demand factors, estimated changes in economic and local market conditions and/or management/lease terms. These primary valuation methodologies use market derived assumptions, including income yields and discount rates, obtained from analysed transactions. We note that, in relation to the independent valuation of Goodwood Park Hotel, the Valuer had taken into consideration that the existing site of Goodwood Park Hotel is currently not developed to its maximum potential given the plot ratio of 2.8 and, as such, there may be opportunities for redevelopment works to be done. The Valuer further noted that the Group currently has no redevelopment plans or approvals and as such, had not carried out detailed calculations on the redevelopment potential. Notwithstanding the above, the Valuer had increased the value of Goodwood Park Hotel to refl ect such redevelopment potential by increasing the value per room by 10.0% and taking into account an additional consideration of S$25.0 million in determining the market value of Goodwood Park Hotel ( Additional Considerations ). In addition, in assessing the revaluation surplus of the Group s Hotels, we have also considered whether there are any potential tax liabilities on the revaluation surplus which may affect the NAV per Share for the purpose of evaluating against the Offer Price, especially if the Hotels were to be sold at the valuation amount. It should be noted that this assumes the hypothetical sale of the Hotels. In this respect, we understand from the Company that the Hotels are held for its own hotel operations and the Directors and Management have represented to us that the Group does not have any current plans to divest any of its Hotels nor does the Group have any present plan to convert the Hotels to alternative uses or expand their capacity materially in the foreseeable future. In addition, we note that the Offeror has also stated similar intentions in the Offer Document. Hence, the Company is unable to make an estimation of the potential tax liabilities as there are no concrete asset disposal plans available as at the Latest Practicable Date. 37

39 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Nonetheless, PPCF has, on a conservative basis in determining the RNAV of the Group, taken into consideration the estimated potential tax liabilities of approximately S$121.0 million that may arise in the event of a hypothetical sale of the Hotels at the valuation amount, based on the Singapore corporate tax rate of 17.0%. Based on the net book values of the Group s Hotels as at 30 September 2015, and the market value of the Hotels, we have computed the revaluation surplus (net of potential tax liabilities) of the Group s Hotels as set out below: Hotels Net book value as at 30 September 2015 (S$ 000) Market Value (S$ 000) Revaluation surplus (S$ 000) Potential tax liabilities (S$ 000) Net revaluation surplus (S$ 000) Goodwood Park Hotel 38, ,000 (2) 221,454 (37,647) 183,807 York Hotel 24, , ,013 (52,872) 258,141 Royal Garden Hotel 238, ,200 (3) 179,385 (30,496) 149,890 Total 302,347 (1) 1,014, ,853 (1) (121,015) 590,838 Source: Management and the Condensed Valuation Reports Notes: (1) Does not add up due to rounding. (2) The market value of Goodwood Park Hotel takes into account the Additional Considerations to reflect the redevelopment potential. (3) Based on the market value of Royal Garden Hotel of million, applying an exchange rate of 1.00 : S$ as at the Latest Practicable Date. Based on the above, the total net revaluation surplus from the revaluation of the Hotels is S$590.8 million and represents approximately S$13.74 per Share. (ii) Revaluation of the Group s financial assets As at 30 September 2015, available for sale financial assets amounted to S$30.2 million and held for trading financial assets amounted to S$12.0 million. We note that during the period from 30 September 2015 to the Latest Practicable Date, the Group had disposed some of its existing holdings of financial assets and received distributions of additional financial assets. For the purpose of the evaluation of the RNAV of the Group, we have therefore taken into consideration the following: (a) (b) (c) (d) disposals of existing quoted securities between 30 September 2015 and the Latest Practicable Date and any gain/loss arising from such sales; distribution of additional quoted securities between 30 September 2015 and the Latest Practicable Date; market prices of the outstanding quoted securities as at the Latest Practicable Date as compared to their recorded amount as at 30 September 2015; and market value of the unquoted securities as at 31 December 2015, being the date of the latest valuation performed on such unquoted securities as compared to their recorded amount based on the Group s financial statements as at 30 September

40 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER The Management had confi rmed to us the following: (i) the Group had disposed of quoted securities between 30 September 2015 and the Latest Practicable Date, and recorded a slight net loss of S$11,915 over the book values of these quoted securities as at 30 September 2015; (ii) the Group was distributed quoted securities between 30 September 2015 and the Latest Practicable Date, and recorded an slight unrealised gain of S$35,247 based on the market prices of these quoted securities as at the Latest Practicable Date; (iii) (iv) for the quoted securities which continued to be held by the Group from 30 September 2015 to the Latest Practicable Date, the Group would have an unrealised net gain of S$1.7 million; and for the unquoted securities which continued to be held by the Group from 30 September 2015 to the Latest Practicable Date, the Group would have an unrealised net gain of S$0.5 million based on the latest valuation performed on such unquoted securities as at 31 December Based on the above, we have taken into consideration the total net gain of approximately S$2.2 million in respect of the above quoted and unquoted securities in arriving at the RNAV of the Group. We have also considered whether there are any potential tax liabilities on the revaluation surplus which may affect the NAV per Share for the purpose of evaluating against the Offer Price, especially if the entire portfolio of fi nancial assets were liquidated. The Company has represented to us that the tax liabilities (if any) arising from the hypothetical sale of its entire portfolio of fi nancial assets are expected to be immaterial relative to the NAV of the Group. As such, we have disregarded the impact of any potential tax liabilities when computing the RNAV of the Group. RNAV of the Group Based on the above, we have computed the RNAV of the Group as at 30 September 2015: (S$ million) Audited NAV of the Group as at 30 September ,108.4 Add: Revaluation surplus in relation to the Group s Hotels, net of potential tax liabilities Add: Revaluation surplus in relation to the Group s fi nancial assets 2.2 RNAV of the Group 1,701.5 (1) RNAV per Share (S$) Premium of the Offer Price over the RNAV per Share (%) 8.6% Price-to-RNAV ( P/RNAV ) ratio as implied by the Offer Price 1.1 times Source: Group s audited fi nancial statement for FY2015, Management and the Condensed Valuation Reports Note: (1) Does not add up due to rounding. 39

41 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Based on the above, we note that the Offer Price of S$43.00 per Share is at a premium of 8.6% over the RNAV per Share of S$39.58 and values the Group at a P/RNAV ratio of 1.1 times. We wish to reiterate that the RNAV per Share shown above are based on the estimated revaluation surplus of the Group s Hotels and fi nancial assets and does not take into account factors such as, inter alia, time value of money, market conditions, legal and professional fees, liquation costs, taxes, contractual obligations, regulatory requirements and availability of potential buyers, which would theoretically lower the RNAV that can be realised. Shareholders should note that the Group has not realised the gains on the Hotels and the fi nancial assets as at the Latest Practicable Date. There is no assurance that the actual gains (if any) eventually recorded by the Group on the Hotels and the fi nancial assets will be the same as that derived from the assessments by the Valuers and Management s estimates in relation to the potential expenses and liabilities. In our evaluation of the fi nancial terms of the Offer, we have also considered whether there is any other asset which should be valued at an amount that is materially different from that which was recorded in the statement of fi nancial position of the Group as at 30 September 2015 and whether there are any factors which have not been otherwise disclosed in the fi nancial statements of the Group that are likely to impact the NAV of the Group as at 30 September In respect of the above, we have sought the following confi rmation from the Directors and Management, and they confi rmed to us that as at the Latest Practicable Date, to the best of their knowledge and belief that: (i) (ii) (iii) (iv) (v) save as disclosed in this Letter and any potential effects of currency exchange rate movements on the fi nancial statements, there are no material differences between the realisable values of the Group s assets and their respective book values as at 30 September 2015 which would have material impact on the NAV of the Group; other than that already provided for or disclosed in the Group s fi nancial statements as at 30 September 2015, there are no other contingent liabilities, bad or doubtful debts or material events which would likely have a material impact on the NAV of the Group as at the Latest Practicable Date; there are no litigation, claim or proceedings pending or threatened against the Company or Group or of any fact likely to give rise to any proceedings which might materially and adversely affect the fi nancial position of the Company and Group; there are no other intangible assets and which ought to be disclosed in the statement of fi nancial position of the Group in accordance with the Singapore Financial Reporting Standards and which have not been so disclosed and where such intangible assets would have had a material impact on the overall fi nancial positon of the Group; and there are no material acquisitions or disposals of assets by the Group between 30 September 2015 and the Latest Practicable Date and the Group does not have any plans for any such impending material acquisition or disposal of assets, conversion of the use of the Group s material assets or material change in the nature of the Group s business. 40

42 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER 8.4 Comparison with the valuation ratios of selected companies listed on the SGX-ST or SGX-Catalist which are broadly comparable to the Group For the purpose of our evaluation on the fi nancial terms of the Offer, we have made reference to the valuation ratios of selected companies listed on the SGX-ST or SGX-Catalist that are engaged in the hospitality industry, which we consider to be broadly comparable to the Group ( Comparable Companies ), to get an indication of the current market expectations with regard to the perceived valuation of the Group. We wish to highlight that the Comparable Companies are not exhaustive and we recognise that there is no company listed on the SGX-ST, SGX-Catalist or other stock exchanges, which we may consider to be identical to the Group in terms of, inter alia, geographical markets, composition of business activities, scale of the business operations, risk profile, asset base, valuation methodologies adopted, accounting policies, track record, future prospects, market/industry size, political risk, competitive and regulatory environment, fi nancial positions and other relevant criteria and that such businesses may have fundamentally different annual profi tability objectives. The Independent Director should note that any comparison made with respect to the Comparable Companies merely serve to provide an illustrative perceived market valuation of the Group as at the Latest Practicable Date. A brief description of the Comparable Companies listed on the SGX-ST or SGX-Catalist is as follows: Comparable Companies Business Description Financial Year Ended Mandarin Oriental International Limited ( Mandarin Oriental ) Hotel Properties Limited ( Hotel Properties ) Hotel Grand Central Limited ( Hotel Grand Central ) Far East Orchard Limited ( Far East Orchard ) Mandarin Oriental is an owner and operator of luxury hotels, resorts, and residences. The group now operates, or has under development, hotels in the Americas, Europe, Middle East, and North Africa. Mandarin Oriental also operates, or has under development, residences at Mandarin Oriental. Hotel Properties, through its subsidiaries, operates and manages hotels. The company also operates restaurants and retails and distributes food and fashion merchandise. In addition, Hotel Properties trades shares, develops and invests in properties, hotels, and resorts. Hotel Grand Central owns, operates, and manages hotels. The company also collects rent, develops properties, and provides marketing and support services. Far East Orchard is a diversifi ed real estate developer with a global portfolio in development and investment properties. The company is also a vertically integrated regional hospitality owner and operator with a sizeable overseas network. Its portfolio includes purposesbuilt medical suites in Singapore and student accommodation properties in the United Kingdom. 31 December December December December

43 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Comparable Companies Business Description Financial Year Ended Bonvests Holdings Limited ( Bonvests ) Stamford Land Corporation Ltd ( Stamford Land ) Banyan Tree Holdings Limited ( Banyan Tree ) Hotel Royal Limited ( Hotel Royal ) Global Premium Hotels Limited ( Global Premium Hotels ) Amara Holdings Limited ( Amara ) AF Global Limited ( AF Global ) KOP Limited ( KOP ) Source: Bloomberg L.P. Bonvests is an investment holding company whose subsidiaries develop real estate and operate waste collection and disposal, and contract cleaning. The company also develops and operates hotels locally and overseas, as well as operates food and beverage restaurants. Bonvests trades securities and rents properties. Stamford Land is an investment holding company. The company owns and manages hotels and travel agencies. Stamford Land also develops and invests in properties. Banyan Tree owns and manages hotels. The company also operates spas, galleries and golf courses, and invests in property. Banyan Tree offers design and project management services as well. Hotel Royal owns and operates the Hotel Royal in Singapore. The company, through its subsidiaries, also manages and invests in properties in Malaysia and New Zealand. Global Premium Hotels is engaged in the business of developing and operating economy-tier to mid-tier class of hotels. Amara operates hotels and restaurants, provides food and beverage catering services as well as develops and invests in properties. The company owns and operates Amara Hotel and invests in shares. AF Global operates as an investment holding company. The company, through its subsidiaries, invests, develops, sells and manages properties, including hotels and resorts, residences, commercial centres and entertainment centres. KOP, through its subsidiaries, develops and invests in real estate. The company also provides real estate agency and management services, operates hotels, and conduct entertainment services. 31 December March December December December December December March

44 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER In our evaluation, we have considered the following widely used valuation measures: Valuation Ratio P/E Description P/E ratio or earnings multiple is the ratio of a company s market capitalisation divided by the historical consolidated net profi t attributable to shareholders. The P/E ratio is an earnings-based valuation methodology and is calculated based on the net earnings attributable to shareholders after interest, taxation, depreciation and amortisation expenses. The P/E ratio illustrates the ratio of the market capitalisation of an entity in relation to the historical net profi t attributable to its shareholders. As such, it is affected by the capital structure of a company, its tax position as well as its accounting policies relating to depreciation and intangible assets. P/NAV NAV refers to consolidated net asset value, which is the total assets of a company less total liabilities. P/NAV refers to the ratio of a company s share price divided by NAV per share. The P/NAV ratio represents an asset-based relative valuation which takes into consideration the book value or NAV backing of a company. The NAV of a company provides an estimate of its value assuming a hypothetical sale of all its assets and repayment of its liabilities and obligations, with the balance being available for distribution to its shareholders. It is an asset-based valuation methodology and this approach is meaningful to the extent that it measures the value of each share that is attached to the net assets of the company. Enterprise Valueto-Earnings before Interests, Taxes, Depreciation and Amortisation ( EV/EBITDA ) EV refers to enterprise value which is the sum of a company s market capitalisation, preferred equity, minority interests, short-term and long-term debts (inclusive of fi nance leases), less its cash and cash equivalents. EBITDA refers to the historical consolidated earnings before interest, taxes, depreciation and amortisation. The EV/EBITDA ratio illustrates the ratio of the market value of an entity s business in relation to its historical pre-tax operating cash fl ow performance. The EV/EBITDA multiple is an earnings-based valuation methodology. The difference between EV/EBITDA and the P/E ratio (described above) is that it does not take into account the capital structure of a company as well as its interest, taxation, depreciation and amortisation charges. 43

45 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER The valuation ratios of the Comparable Companies based on their respective last traded share prices as at the Latest Practicable Date are set out below: Comparable Companies Market Capitalisation (S$ million) P/E (1) (times) P/NAV (2) (times) EV/EBITDA (3) (times) Mandarin Oriental (4) US$1,752.1 (4) Hotel Properties 1,768.3 (6) Hotel Grand Central Far East Orchard Bonvests Stamford Land Banyan Tree N.M. (9) Hotel Royal (7) (10) Global Premium Hotels Amara AF Global (5) (8) N.M. (9) KOP (10) (11) Max Min Mean Median Company (implied by the Offer Price) 1, (12) (P/RNAV) 1.7 (13) (P/NAV) 21.1 Source: Bloomberg, annual reports and announcements on SGXNET of the Comparable Companies and PPCF calculations Notes: (1) P/E ratio is calculated based on the earnings as extracted from the latest audited full year fi nancial statements of the respective Comparable Companies as announced on the SGXNET. (2) P/NAV ratio is calculated based on the NAV as extracted from the latest audited full year fi nancial statements of the respective Comparable Companies as announced on the SGXNET. (3) EV/EBITDA ratio is calculated based on the latest audited full year fi nancial statements of the respective Comparable Companies as announced on the SGXNET. (4) Mandarin Oriental is secondary listed on the SGX-ST and its functional currency is reported in US$. As such, the market capitalisation of Mandarin Oriental has been presented in US$. (5) On 23 April 2015, AF Global announced the change of its fi nancial year end from 30 June to 31 December. With this change, the fi nancial year of the company ended on 31 December and as such, the latest audited fi nancial year covered a period of 18 months from 1 July 2014 to 31 December In this respect, the earnings and EBITDA of AF Global have been annualised to a period of 12 months from 1 January 2015 to 31 December 2015 in the computation of its respective P/E and EV/EBITDA ratios. (6) The share price for Hotel Properties was the last traded share price as at 26 October (7) The share price for Hotel Royal was the last traded share price as at 28 October (8) The share price for AF Global was the last traded share price as at 31 October

46 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER (9) N.M. denotes not meaningful as the Comparable Company is loss-making. (10) Excluded as statistical outlier in the mean and median computations in relation to the P/E ratio. (11) Excluded as statistical outlier in the mean and median computations in relation to the EV/EBITDA ratio. (12) Based on the Group s RNAV per Share of S$39.58 as at 30 September (13) Based on the Group s NAV per Share of S$25.78 as at 30 September Based on the above, we observe that: (a) (b) (c) (d) The P/E ratio of the Company of times is above the range of the P/E ratios of the Comparable Companies; The P/RNAV ratio of the Company of 1.1 times is within the range of the P/NAV ratios of the Comparable Companies and is above the mean and median P/NAV ratios of 0.7 times and 0.6 times respectively; The P/NAV ratio of the Company of 1.7 times is above the range of the P/NAV ratios of the Comparable Companies; and The EV/EBITDA ratio of the Company of 21.1 times is within the range of the EV/EBITDA ratios of the Comparable Companies and is above the mean and median EV/EBITDA ratios of 17.1 times and 14.9 times respectively. 8.5 Comparison with the valuation ratios of selected take-overs of companies listed on the SGX-ST or SGX-Catalist which are broadly comparable to the Group We have also made a comparison of the fi nancial terms of the Offer against the relevant fi nancial terms of selected take-overs of companies listed on the SGX-ST or SGX-Catalist that are engaged in the hospitality industry, which we consider to be broadly comparable to the Group, and that were announced and completed since January 2013 and up to the Latest Practicable Date and where the P/NAV and P/RNAV valuation ratios are made available ( Precedent Comparable Take-overs ). Such Precedent Comparable Take-overs include those carried out either by way of: (i) general take-over offers under the Code with and without the intention to delist from the SGX-ST; (ii) voluntary delisting exit offers under Rule 1307 of the relevant listing manuals of the SGX-ST or SGX-Catalist ( Listing Manual ); or (iii) offers made by way of scheme of arrangement under Section 210 of the Companies Act. As the Company is an unlisted public company and its Shares are not traded publicly, comparison of the Offer Price against the trading market prices of the Precedent Comparable Take-overs is not relevant for this purpose. 45

47 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER The valuation ratios of the Precedent Comparable Take-overs are set out below: Precedent Comparable Take-overs Business Description Date of announcement P/RNAV (times) Pan Pacifi c Hotels Group Limited Global Premium Hotels Hotelier, property owner and holding of investments Development and operation of hotels 10 May (1) 13 Mar (2) Hotel Properties Limited Property developer and hotelier 14 Apr (3) LCD Global Investments Ltd. Property developer and hotelier 21 Apr (4) LCD Global Investments Ltd. Property developer and hotelier 12 Jan (5) Max 1.2 Min 0.5 Mean 0.8 Median 0.8 Company (implied by the Offer Price) 14 Oct (6) (P/RNAV) 1.7 (7) (P/NAV) Source: SGX-ST announcements and circulars to shareholders in relation to the Precedent Comparable Take-overs Notes: (1) Based on the revalued NAV per share as adjusted for the net revaluation surplus on investment properties and hotel properties of Pan Pacifi c Hotels Group Limited as at 31 March (2) Based on the revalued NAV per share as adjusted for the fair value of the hotel properties of Global Premium Hotels as at 31 December (3) Based on P/RNAV (on a gross development value basis) as extracted from the supplementary letter of the independent fi nancial adviser of Hotel Properties Limited on a revised offer. (4) Based on the revalued NAV per share as adjusted for the net revaluation surplus on the hotel properties and investment properties of LCD Global Investments Ltd. as at 31 March (5) Based on the NTA per share of LCD Global Investments Ltd. as at 31 December (6) Based on the Group s RNAV per Share of S$39.58 as at 30 September (7) Based on the Group s NAV per Share of S$25.78 as at 30 September Based on the above, we observe that: (a) (b) The P/RNAV ratio of the Company of 1.1 times is within the range of the P/RNAV ratios of the Precedent Comparable Take-overs and is above the mean and median P/RNAV ratios of 0.8 times and 0.8 times respectively; and The P/NAV ratio of the Company of 1.7 times is above the range of the P/RNAV ratios of the Precedent Comparable Take-overs. 46

48 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER The Independent Director should note that the level of premium (if any) that an acquirer would normally pay for acquiring and/or privatising a listed company (as the case may be) varies in different circumstances depending on, inter alia, the attractiveness of the underlying business to be acquired, the synergies to be gained by the acquirer from integrating the target company s businesses with its existing business, the possibility of a signifi cant revaluation of the assets to be acquired, the availability of substantial cash reserves, the liquidity in the trading of the target company s shares, the presence of competing bids for the target company, the extent of control the acquirer already has in the target company and prevailing market expectations. Hence, each Precedent Comparable Take-over has to be judged on its own merits (or otherwise). We wish to highlight that the Group is an unlisted public company and there is no company listed on the SGX-ST or SGX-Catalist which we may consider to be directly comparable to the Group, in terms of, inter alia, geographical markets, composition of business activities, scale of business operations, risk profi le, asset base, valuation methodologies adopted, accounting policies, track record, future prospects, market/industry size, political risk, competitive and regulatory environment, fi nancial positions and other relevant criteria. Accordingly, the Independent Director should note that the above comparison merely serves as a general guide to provide an indication of the premium or discount in connection with the Precedent Comparable Take-overs. Therefore, any comparison of the Offer with the Precedent Comparable Take-overs is for illustration purposes only. Conclusions drawn from the comparisons made may not necessarily refl ect any perceived market valuation for the Group. 8.6 Comparison with the valuation ratios of recently completed privatisations of: (i) companies listed on the SGX-ST or SGX-Catalist; and (ii) unlisted public companies We note that it is the intention of the Offeror, when entitled, to exercise its rights of compulsory acquisition under Section 215(1) of the Companies Act and as a result, the Company will become a wholly-owned subsidiary of the Offeror. In our assessment of the reasonableness of the Offer Price and in light of the above stated intention of the Offeror, we have compared the fi nancial terms of the Offer against the relevant financial terms of selected successful privatisation transactions that were announced and completed since January 2015 and up to the Latest Practicable Date, which were carried out either by way of: (i) general take-over offers under the Code; (ii) voluntary delisting exit offers under Rule 1307 of the Listing Manual; or (iii) offers made by way of scheme of arrangement under Section 210 of the Companies Act; whereby the offeror has stated its intentions to delist the listed company from the SGX-ST or SGX-Catalist. In addition, as the Company is an unlisted public company and its Shares are not traded publicly, comparison of the Offer Price against the trading market prices of the selected successful privatisation transactions is not relevant for this purpose. In this regard, we have also attempted to compare the fi nancial terms of the Offer with those of recently completed privatisations of unlisted public companies which are subject to the guidelines of the Code (collectively, Precedent Privatisation Transactions ). The valuation ratios of the Precedent Privatisation Transactions are set out below: Precedent Privatisation Transactions Business Description Date of announcement P/NAV (times) (i) Privatisation of companies listed on SGX-ST or SGX-Catalist Popular Holdings Limited Property development, retail and distribution of publishing and e-learning 14 Jan (1) Keppel Land Limited ( Keppel Land ) Property developer 23 Jan (2) 47

49 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Precedent Privatisation Transactions Business Description Date of announcement P/NAV (times) Action Asia Limited Manufacturing and assembling of mobile audio and video entertainment products 27 Feb (3) Junma Tyre Cord Company Limited Production and sale of Nylon 6 industrial yarn and Nylon 6 dipped tyre cords 10 Mar (4) Lizhong Wheel Group Limited Manufacturer of aluminium wheels 17 Aug (5) Chosen Holdings Limited Product design and development, mould design and fabrication, plastic injection moulding and secondary processes and fi nal product assembly 1 Sep (6) Eastern Holdings Ltd Property development and publishing Zagro Asia Limited Investment holding and manufacturing and distribution of crop care and animal health products Sinotel Technologies Ltd. Investment holding and telecommunications 22 Sep (7) 3 Nov (8) 30 Nov (9) Neptune Orient Lines Limited Shipping and logistics 7 Dec Li Heng Chemical Fibre Technologies Limited Manufacturer and sale of high end nylon yarn products 22 Dec (10) Interplex Holdings Ltd. Precision engineering 23 Dec Tiger Airways Holdings Limited HTL International Holdings Limited China Yongsheng Limited Xinren Aluminum Holdings Limited OSIM International Ltd Select Group Limited XYEC Holdings Co., Ltd. Airline and aircraft management in aviation Manufacturer of home and offi ce furnishing Production and supply of concrete and related products Smelting, sale, production and trading of aluminium and related products Distributes, sells and franchises healthy lifestyle products Food catering and management services Provision of integrated engineering and IT consultancy and services 4 Jan (11)(12) 7 Jan Feb (13) 25 Feb (14) 7 Mar (15) 23 Mar (16) 29 Mar China Dairy Group Ltd. Producer of dairy products 12 Apr (17) 48

50 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Precedent Privatisation Transactions Business Description Date of announcement P/NAV (times) Pteris Global Limited Airport logistics systems integrators 21 Apr (18) China Merchants Holdings (Pacifi c) Limited Operating toll roads in the People s Republic of China 9 May (19) Eu Yan Sang International Limited Otto Marine Limited Retails, wholesales and manufactures traditional chinese medicine products Provision of offshore solutions including construction, repair, conversion, fabrication, management and chartering of vessels as well as sub-sea activities 16 May (20) 8 Jun (21) SMRT Corporation Ltd Provision of passenger rail services Sim Lian Group Limited Property development, construction and property investment 20 Jul (22) 8 Aug (23) (ii) Privatisation of unlisted public companies Far Eastern Bank Limited Commercial banking 11 Mar (24) Hup Soon Global Corporation Limited Distribution of automotive aftermarket products and industrial supplies, agricultural and industrial equipment 28 Sep (25) Keppel Land Property developer 14 Mar (26) Max 3.9 Min 0.4 Mean 1.3 Median 1.0 Company (implied by the Offer Price) 14 Oct (27) (P/RNAV) 1.7 (28) (P/NAV) Source: SGX-ST announcements and circulars to shareholders in relation to the Precedent Privatisation Transactions Notes: (1) Based on revalued NAV per share as adjusted for the net revaluation surplus on the properties of Popular Holdings Limited as at 31 October (2) Based on revalued NAV per share as adjusted for the net revaluation surplus on the properties of Keppel Land as at 31 December (3) Based on revalued NAV per share as adjusted for the net revaluation surplus on the properties of Action Asia Limited as at 31 March

51 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER (4) Based on revalued NTA per share as adjusted for the net revaluation surplus on the land use rights, property, plant and equipment of Junma Tyre Cord Company Limited as at 31 December (5) Based on revalued NTA per share as adjusted for the net revaluation surplus on the properties of Lizhong Wheel Group Limited as at 30 June (6) Based on revalued NAV per share as adjusted for the net revaluation surplus on the certain properties of Chosen Holdings Limited as at 30 June (7) Based on revalued NTA per share as adjusted for the net revaluation surplus on the certain properties of Eastern Holdings Ltd and the net revaluation surplus arising from the net gain of fi nancial assets as at 30 September (8) Based on revalued NTA per share as adjusted for the net revaluation surplus on the properties of Zagro Asia Limited as at 30 June (9) Based on NTA of Sinotel Technologies Ltd. as at 30 September (10) Based on revalued NAV per share as adjusted for the revaluation write-down of property, plant and equipment of Li Heng Chemical Fibre Technologies Limited as at 30 September (11) Based on the NAV per share (on a fully diluted basis) of Tiger Airways Holdings Limited as at 30 September 2015 and the fi nal offer price. (12) Excluded as statistical outlier in the mean and median computations in relation to the P/NAV ratio. (13) Based on the revalued NAV per share as adjusted for the net revaluation surplus on the properties of China Yongsheng Limited as at 31 December (14) Based on the revalued NAV per share as adjusted for the net revaluation surplus on the land use rights, property, plant and equipment of Xinren Aluminium Holdings Limited as at 31 December (15) Based on the fi nal offer price of S$1.39 per share announced on 5 April (16) Based on the NTA per share of S$0.13 of Select Group Limited as at 31 December (17) Based on revalued NAV per share as adjusted for the net revaluation surplus on properties, machinery and equipment of China Dairy Group Ltd., net profi ts of China Dairy Group Ltd. for the fourth quarter and depreciation charges on the properties of China Dairy Group Ltd. as at 30 September (18) Based on revalued NAV (excluding non-controlling interest) per share as adjusted for the net revaluation surplus on the properties of Pteris Global Limited as at 31 March 2016, gain from the sale of assets held for sale and unquoted equity security of Pteris Global Limited as 31 March 2016 and payment of dividend for fi nancial year ended 31 December (19) Based on revalued NAV per share of S$0.90 as adjusted for the revaluation defi cit on the market value of all toll road operating concession rights which China Merchants Holdings (Pacifi c) Limited has interest as at 31 March (20) Based on revalued NAV per share as adjusted for the net revaluation surplus on the properties of Eu Yan Sang International Limited as at 31 March (21) Based on revalued NTA per share as adjusted for the net revaluation defi cit on the assets classifi ed as held for sales, property, plant and equipment and goodwill of Otto Marine Limited as at 31 March (22) Based on NTA of SMRT Corporation Ltd as at 30 June (23) Based on revalued NAV per share as adjusted for the net revaluation surplus on the development properties, leasehold properties and unsold units of Sim Lian Group Limited as at 30 June (24) Based on the adjusted NTA per share as adjusted for the revaluation surplus on the properties of Far Eastern Bank Limited as at 31 December 2014 and the dividend proposed for the fi nancial year ended 31 December 2014 as the offeror had stated that the offer price will not be reduced as a result of the dividend payment. (25) Based on revalued and adjusted NTA per share as adjusted for the revaluation surplus on the land and building of Hup Soon Global Corporation Limited as at 31 July 2015 and corporate guarantee given by Hup Soon Global Corporation Limited. (26) Based on revalued NAV per share as adjusted for the revaluation surplus on the properties and investments of Keppel Land as at 31 December (27) Based on the Group s RNAV per Share of S$39.58 as at 30 September (28) Based on the Group s NAV per Share of S$25.78 as at 30 September

52 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Based on the above, we observe that: (a) (b) The P/RNAV ratio of the Company of 1.1 times is within the range of the P/NAV ratios of the Precedent Privatisation Transactions but is below the mean P/NAV ratio of 1.3 times and above the median P/NAV ratio of 1.0 times; and The P/NAV ratio of the Company of 1.7 times is within the range of the P/NAV ratios of the Precedent Privatisation Transactions and is above the mean and median P/NAV ratios of 1.3 times and 1.0 times respectively. We note that, from the listings of the unlisted public companies, Keppel Land was the most recently completed transaction with the completion being in May In addition, similar to the Company, Keppel Land has a substantial asset base of which a large proportion consists of real estate properties. Keppel Land was subjected to a delisting exercise from the Main Board of SGX-ST in 2015 and subsequent to the delisting, Keppel Land implemented a selective capital reduction in 2016, pursuant to Section 78G of the Companies Act, and cancelled all the shares held by its minority shareholders to provide an avenue to realise the value of their shares following the delisting. We observe that the P/RNAV ratio of the Company of 1.1 times is above the P/RNAV ratio of Keppel Land of 0.7 times. We wish to highlight that the above comparison merely serve to provide an illustrative perceived market valuation of the Group and as such serves purely as a guide only. The Independent Director should note that the level of premium (if any) that an acquirer would normally pay for acquiring and/or privatising a listed company (as the case may be) varies in different circumstances depending on, inter alia, the attractiveness of the underlying business to be acquired, the synergies to be gained by the acquirer from integrating the target company s businesses with its existing business, the possibility of a signifi cant revaluation of the assets to be acquired, the availability of substantial cash reserves, the liquidity in the trading of the target company s shares, the presence of competing bids for the target company, the extent of control the acquirer already has in the target company and prevailing market expectations. Hence, each Precedent Privatisation Transaction has to be judged on its own merits (or otherwise). We wish to highlight that the Group is an unlisted public company and is neither in the same industry nor does it conduct the same businesses as the other companies in the list of Precedent Privatisation Transactions and would not, therefore, be directly comparable to the list of companies in terms of, inter alia, geographical markets, composition of business activities, scale of business operations, risk profile, asset base, valuation methodologies adopted, accounting policies, track record, future prospects, market/industry size, political risk, competitive and regulatory environment, fi nancial positions and other relevant criteria. Accordingly, the Independent Director should note that the above comparison merely serves as a general guide to provide an indication of the premium or discount in connection with the Precedent Privatisation Transactions. Therefore, any comparison of the Offer with the Precedent Privatisation Transactions is for illustration purposes only. Conclusions drawn from the comparisons made may not necessarily refl ect any perceived market valuation for the Group. 8.7 Dividend track record of the Company For the purpose of assessing the Offer, we have considered the historical dividend record of the Shares for the past three (3) fi nancial years prior to the Offer Announcement Date: Dividend declared (S$) FY2013 FY2014 FY2015 Interim one-tier tax exempt dividend per Share Final one-tier tax exempt dividend per Share Total one-tier tax exempt dividend per Share Source: Group s audited fi nancial statements for FY2013, FY2014 and FY

53 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Based on the above, we note that over the last three (3) fi nancial years, the Company had a consistent annual dividend declaration of S$6.4 million per annum or S$0.15 per Share. The Directors have confi rmed that the Company does not have a fi xed dividend policy and that they will recommend future dividends after taking into consideration the Company s cash and fi nancial position, fi nancial performance of the Group, working capital requirements and projected capital expenditure and other investment plans. We wish to highlight that the above dividend analysis of the Company serves only as an illustrative guide and is not an indication of the Company s future dividend policy. There is no assurance that the Company will continue to pay dividends in future and/or maintain that level of dividend paid in past periods. 8.8 Other relevant considerations in relation to the Offer which may have a significant bearing on our assessment Offeror s intention for the Company As mentioned in Section 7 of this Letter, the Offeror intends for the Company to continue with its existing activities and has no intention to (i) introduce any major changes to the business of the Company; (ii) re-deploy the fi xed assets of the Company; or (iii) discontinue the employment of any of the existing employees of the Group, other than in the ordinary course of business. Further, the Offeror has no plans to divest any of the Hotels, convert them to alternative uses or expand their capacity materially in the foreseeable future. However, the Offeror retains the fl exibility at any time to consider any options or opportunities which may present themselves and which it may regard to be in the best interest of the Company. We note that no such options or opportunities are being considered at this time and understand from the Company that the Group does not have any current plans to divest any of its Hotels nor does the Group have any present plan to convert the Hotels to alternative uses or expand their capacity materially in the foreseeable future Closing Date As stated on the Offer Document, the Offer is open for acceptance by Shareholders for at least 28 days from the Commencement Date, unless the Offer is withdrawn with consent of the SIC and every person released from any obligation incurred thereunder. Accordingly, the Offer will close at 5.30 p.m. (Singapore time) on 25 November 2016 or such later date(s) as may be announced from time to time by or on behalf of the Offeror Likelihood of competing offers The Offeror, its concert parties and the Undertaking Parties own approximately 99.8% of the total number of Shares. In addition, as highlighted above, as a result of the Irrevocable Undertakings, the Offeror will be entitled to exercise its right of compulsory acquisition to acquire all the remaining Shares which have not been tendered for acceptance by the close of the Offer. As such, the likelihood of a competing offer from any third party is remote. The Directors have confi rmed that, as the Latest Practicable Date, apart from the Offer being made by the Offeror, no alternative offer or proposal from any third party has been received. We also note that there is no publicly available evidence of any alternative offer for the Shares from any third party. 52

54 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER No public trading platform The Company is an unlisted public company and its Shares are not quoted or traded on the SGX-ST, SGX-Catalist or on any other stock exchange. There is therefore no public platform to facilitate the trading of the Shares. Minority Shareholders may face diffi culties in selling their Shares due to the absence of a public market if they wish to exit from their investments in the Company Compulsory acquisition by the Offeror As stated in the Offer Document, we note that it is the intention of the Offeror, when entitled, to exercise its rights of compulsory acquisition under Section 215(1) of the Companies Act and as a result, the Company will become a wholly-owned subsidiary of the Offeror. The Offer is unconditional in all respects. As disclosed in the Offer Document, the Offeror owns or controls in aggregate 10,419,416 Shares, representing approximately 24.2% of the total number of Shares. In addition, the Undertaking Parties have each given their Irrevocable Undertakings to accept the Offer in respect of all their Shares, representing approximately 75.4% of the total number of Shares. Arising from the Irrevocable Undertakings, the Offeror will receive by the close of the Offer valid acceptances pursuant to the Offer in respect of not less than 90.0% of the total numbers of Shares (excluding treasury shares and other than those Shares already held by the Offeror, its related corporations or their respective nominees as at the Commencement Date). As stated in the Offer Document, pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances of the Offer and/or acquires or agrees to acquire such number of Shares from the Commencement Date otherwise than through valid acceptances of the Offer in respect of not less than 90.0% of the total number of Shares (excluding treasury shares and other than those Shares already held by the Offeror, its related corporations or their respective nominees as at the Commencement Date), the Offeror would be entitled to exercise the right to compulsorily acquire all the Shares of the Shareholders who have not accepted the Offer ( Dissenting Shareholders ) on the same terms as those offered under the Offer. In such event, the Offeror intends to exercise its right to compulsorily acquire all the Shares not acquired under the Offer. In addition, Dissenting Shareholders have the right under and subject to Section 215(3) of the Companies Act to require the Offeror to acquire their Shares in the event that the Offeror, its related corporations or their respective nominees acquire, pursuant to the Offer, such number of Shares which, together with treasury shares and the Shares held by the Offeror, its related corporations or their respective nominees, comprise 90.0% or more of the total number of Shares. Dissenting Shareholders who wish to exercise such right are advised to seek their own independent legal advice. Unlike Section 215(1) of the Companies Act, the 90.0% threshold under Section 215(3) of the Companies Act does not exclude treasury shares or Shares held by the Offeror, its related corporations or their respective nominees Opportunity to unlock the substantial cash pile As at 30 September 2015, the cash and cash equivalents of the Group amounted to S$798.5 million or S$18.58 per Share. As mentioned in Section 8.7 of this Letter, we note that in the last three (3) fi nancial years, the Group had paid annual dividends amounting to S$6.4 million per annum or S$0.15 per Share. We have further noted that the Group does not have a fi xed dividend policy and any future dividend paid out (if any) is subject to the Company s cash and fi nancial position, fi nancial performance of the Group, working capital requirements and projected capital expenditure and other investment plans. 53

55 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER In addition, since the Delisting, it is diffi cult for Shareholders to realise their investment in the Shares, given the lack of a public market for the Shares. The Offer, therefore, presents an opportunity for the Shareholders to exit from their investments in the Company and realise the value of their Shares by receiving the substantial cash pile residing in the Group s balance sheet at one go. 9. OPINION In arriving at our opinion in respect of the Offer, we have taken into consideration, inter alia, the following factors summarised below as well as elaborated elsewhere in this Letter. The following should be read in conjunction with, and in the context of, the full text of this Letter : (a) (b) No market quotation of the Shares; Historical fi nancial performance of the Group; (i) The P/E ratio as implied by the Offer Price is times. (c) NAV and RNAV of the Group; (i) (ii) The P/NAV ratio as implied by the Offer Price is 1.7 times; and The P/RNAV ratio as implied by the Offer Price is 1.1 times. (d) Comparison with valuation ratios of selected companies listed on the SGX-ST or SGX-Catalist which are broadly comparable to the Group; (i) (ii) (iii) The P/E ratio and the P/NAV ratio of the Company of times and 1.7 times are above the range of the P/E ratios and P/NAV ratios of the Comparable Companies respectively; The P/RNAV ratio of the Company of 1.1 times is within the range of the P/NAV ratios of the Comparable Companies and is above the mean and median P/NAV ratios of 0.7 times and 0.6 times respectively; and The EV/EBITDA ratio of the Company of 21.1 times is within the range of the EV/EBITDA ratios of the Comparable Companies and is above the mean and median EV/EBITDA ratios of 17.1 times and 14.9 times respectively. (e) Comparison with the valuation ratios of selected take-overs of companies listed on the SGX-ST or SGX-Catalist which are broadly comparable to the Group; (i) (ii) The P/RNAV ratio of the Company of 1.1 times is within the range of the P/RNAV ratios of the Precedent Comparable Take-overs and is above the mean and median P/RNAV ratios of 0.8 times and 0.8 times respectively; and The P/NAV ratio of the Company of 1.7 times is above the range of the P/RNAV ratios of the Precedent Comparable Take-overs. (f) Comparison with the valuation ratios of recently completed privatisations of: (i) companies listed on the SGX-ST or SGX-Catalist; and (ii) unlisted public companies; (i) The P/RNAV ratio of the Company of 1.1 times is within the range of the P/NAV ratios of the Precedent Privatisation Transactions but is below the mean P/NAV ratio of 1.3 times and above the median P/NAV ratio of 1.0 times; 54

56 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER (ii) (iii) The P/NAV ratio of the Company of 1.7 times is within the range of the P/NAV ratios of the Precedent Privatisation Transactions and is above the mean and median P/NAV ratios of 1.3 times and 1.0 times respectively; and The P/RNAV ratio of the Company of 1.1 times is above the P/RNAV ratio of Keppel Land of 0.7 times, with Keppel Land being the most recently completed transaction amongst the unlisted public companies and, similar to the Company, has a substantial asset base of which a large proportion consists of real estate properties. (g) Dividend track record of the Company; (i) (ii) Over the last three (3) fi nancial years, the Company had a consistent annual dividend declaration of S$6.4 million per annum or S$0.15 per Share; and The Directors have confi rmed that the Company does not have a fi xed dividend policy. (h) Other relevant considerations in relation to the Offer; (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) The Offeror intends for the Company to continue with its existing activities and has no intention to (i) introduce any major changes to the business of the Company; (ii) re-deploy the fi xed assets of the Company; or (iii) discontinue the employment of any of the existing employees of the Group, other than in the ordinary course of business; The Group does not have any current plans to divest any of its Hotels nor does the Group have any present plan to convert the Hotels to alternative uses or expand their capacity materially in the foreseeable future; The Offer will close at 5.30 p.m. (Singapore time) on 25 November 2016 or such later date(s) as may be announced from time to time by or on behalf of the Offeror; The Offeror, its concert parties and the Undertaking Parties own approximately 99.8% of the total number of Shares. In addition, as a result of the Irrevocable Undertakings, the Offeror will be entitled to exercise its right of compulsory acquisition to acquire all the remaining Shares which have not been tendered for acceptance by the close of the Offer. As such, the likelihood of a competing offer from any third party is remote; The Directors have confi rmed that, as the Latest Practicable Date, apart from the Offer being made by the Offeror, no alternative offer or proposal from any third party has been received; The Company is an unlisted public company and its Shares are not quoted or traded on the SGX-ST, SGX-Catalist or on any other stock exchange. There is therefore no public platform to facilitate the trading of the Shares; It is the intention of the Offeror, when entitled, to exercise its rights of compulsory acquisition under Section 215(1) of the Companies Act; and The Offer presents an opportunity for the Shareholders to exit from their investments in the Company and realise the value of their Shares by receiving the substantial cash pile residing in the Group s balance sheet at one go. 55

57 APPENDIX I LETTER FROM PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. TO THE INDEPENDENT DIRECTOR IN RELATION TO THE OFFER Having regards to the considerations set out above and the information available to us as at the Latest Practicable Date, we are of the opinion that, the financial terms of the Offer are fair and reasonable. Accordingly, we advise the Independent Director to recommend that Shareholders accept the Offer. Shareholders should also take note of the following: (1) The Company is an unlisted public company and its Shares are not quoted or traded on SGX-ST, SGX-Catalist or on any other stock exchange. Hence, the Shareholders may face difficulties in selling their Shares due to the absence of a public market. The Offer therefore provides the Shareholders with an opportunity to exit from their investments in the Company ; (2) In view of the Irrevocable Undertakings given by the Undertaking Parties, the Offeror will be entitled to exercise its right of compulsory acquisition pursuant to Section 215(1) of the Companies Act, hence, all remaining Shares which have not been tendered for acceptance will be compulsorily acquired by the Offeror; and (3) Pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Shares pursuant to the Offer which, together with the Shares held by it, its related corporations and their respective nominees, comprise 90.0% or more of the total number of Shares, the Shareholders who have not accepted the Offer have a right to require the Offeror to acquire their Shares at the Offer Price. Shareholders who wish to exercise such right are advised to seek their own independent legal advice. We have prepared this Letter for the use of the Independent Director for his benefi t, in connection with and for the purpose of his consideration of the fi nancial terms of the Offer and should not be relied on by any other party. The recommendation made by him to the Shareholders in relation to the Offer shall remain the sole responsibility of the Independent Director. Whilst a copy of this Letter may be reproduced in the Circular, neither the Company nor the Directors may reproduce, disseminate or quote this Letter (or any part thereof) for any other purpose at any time and in any manner without the prior written consent of PPCF in each specifi c case. This Letter is governed by, and construed in accordance with, the laws of Singapore, and is strictly limited to the matters stated herein and does not apply by implication to any other matter. Yours faithfully For and on behalf of PrimePartners Corporate Finance Pte. Ltd. Gerald Ong Chief Executive Offi cer 56

58 APPENDIX II ADDITIONAL GENERAL INFORMATION 1. DIRECTORS The names, addresses and appointments of the Directors as at the Latest Practicable Date are set out below: Name Address Appointment Ms Khoo Bee Geok Mavis 21 Mount Elizabeth, #02-00, Director and Chairman York Hotel, Singapore Ms Khoo Elizabeth 21 Mount Elizabeth, #02-00, Director York Hotel, Singapore Mr Khoo Kim Hai Eric 21 Mount Elizabeth, #02-00, Director York Hotel, Singapore Dr Hong Hin Kay Albert 21 Mount Elizabeth, #02-00, Director York Hotel, Singapore HISTORY AND BUSINESS The Company is a public company incorporated in Singapore on 30 September 1947, which was previously listed on the Main Board of the SGX-ST and has been delisted from the SGX-ST since 10 December The principal activities of the Group are those of hoteliers and restaurateurs, investment holding and transactions in shares. 3. SHARE CAPITAL 3.1 Issued Share Capital The Company has only one (1) class of shares, being ordinary shares. The issued share capital of the Company as at the Latest Practicable Date is S$42,988,815 comprising 42,988,815 Shares (with no treasury shares). The Shares are not quoted on any stock exchange. There is no restriction in the Constitution on the right to transfer any Shares, which has the effect of requiring the holders of the Offer Shares, before transferring them, to fi rst offer them for purchase to Shareholders or to any other person. 3.2 Rights in respect of Capital, Voting and Dividends The rights of Shareholders in respect of capital, voting and dividends are contained in the Constitution. The provisions in the Constitution relating to the rights of Shareholders in respect of capital, voting and dividends are reproduced in Appendix III to this Circular. Capitalised terms and expressions not defi ned in the extracts have the meanings ascribed to them in the Constitution. 3.3 Number of Shares Issued Since the End of FY2015 No Shares were issued since the end of FY2015 up to the Latest Practicable Date. 3.4 Dealings in Shares The Company is not aware of any dealing in Shares during the period commencing six (6) months preceding the Offer Announcement Date and ending on the Latest Practicable Date. 3.5 Outstanding Instruments Convertible into Shares As at the Latest Practicable Date, the Company has no outstanding instruments convertible into, rights to subscribe for, and Options or Derivatives in respect of, securities being offered for or which carry voting rights affecting the Shares. 57

59 APPENDIX II ADDITIONAL GENERAL INFORMATION 4. DISCLOSURE OF INTERESTS 4.1 Interests of the Company in Offeror Securities The Company does not have any direct or deemed interest in any Offeror Securities as at the Latest Practicable Date. 4.2 Dealings in Offeror Securities by the Company The Company has not dealt for value in any Offeror Securities during the period commencing three (3) months prior to the Offer Announcement Date and ending on the Latest Practicable Date. 4.3 Interests of the Directors in Offeror Securities Save as disclosed below, none of the Directors has any direct or deemed interest in any Offeror Securities as at the Latest Practicable Date. Name of Director No. of shares in the Offeror Direct interest Deemed interest Total interest % (1) Elizabeth ( 3) 2 (2) 5,000,000 5,000, Mavis ( 4) _ 5,000,002 5,000, Eric ( 5) _ 5,000,002 5,000, Notes: (1) As a percentage of the total number of issued shares in the Offeror as at the Latest Practicable Date comprising 5,000,002 ordinary shares (with no treasury shares). (2) The Estate has a direct interest in the remaining 5,000,000 shares in the Offeror, representing approximately % of the total number of shares in the Offeror. Elizabeth, Mavis and Eric, being Directors, are also trustees and benefi ciaries of the Estate. (3) Elizabeth s direct shareholding in the Offeror are held on trust for the benefi t of the Estate. The benefi ciaries of the Estate include various descendants of Tan Sri Khoo Teck Puat, Deceased, including Elizabeth. Accordingly, pursuant to Section 7 of the Companies Act, Elizabeth has a deemed interest in the 5,000,000 shares in the Offeror held directly by the Estate. ( 4) Pursuant to Section 7 of the Companies Act, as a benefi ciary of the Estate, Mavis has a deemed interest in the 5,000,000 shares in the Offeror held directly by the Estate and the two (2) shares in the Offeror held directly by Elizabeth on trust for the benefi t of the Estate. ( 5) Pursuant to Section 7 of the Companies Act, as a benefi ciary of the Estate, Eric has a deemed interest in the 5,000,000 shares in the Offeror held directly by the Estate and the two (2) shares in the Offeror held directly by Elizabeth on trust for the benefi t of the Estate. 4.4 Dealings in Offeror Securities by the Directors None of the Directors has dealt for value in any Offeror Securities during the period commencing three (3) months prior to the Offer Announcement Date and ending on the Latest Practicable Date. 58

60 APPENDIX II ADDITIONAL GENERAL INFORMATION 4.5 Interests of the Directors in Company Securities Save as disclosed below, none of the Directors has any direct or deemed interest in the Company Securities as at the Latest Practicable Date. Name of Director No. of Shares Direct interest Deemed interest Total interest % (1) Elizabeth (2) 41,959 41,322,909 41,364, Mavis (3) 31,959 41,322,909 41,354, Eric (4) 97,478 41,322,909 41,420, Notes: (1) As a percentage of the total number of Shares as at the Latest Practicable Date comprising 42,988,815 issued Shares (with no treasury shares). (2) Elizabeth is a director of the Offeror, a trustee of the Estate, a member of the Khoo Family and an Undertaking Party. Each of the Offeror, Claymore and Daiwa has a direct interest in 10,419,416 Shares, 4,899,344 Shares, 1,072,621 Shares respectively, amounting in aggregate to 16,391,381 Shares. The Estate has a controlling interest in each of the Offeror, Claymore and Daiwa. Accordingly, pursuant to Section 7 of the Companies Act, the Estate is deemed to be interested in the 16,391,381 Shares held by the Offeror, Claymore and Daiwa. The Estate has a direct interest in 24,931,528 Shares and a deemed interest in 16,391,381 Shares held by the Offeror, Claymore and Daiwa, amounting in aggregate to 41,322,909 Shares. Elizabeth is a benefi ciary of the Estate. Accordingly, pursuant to Section 7 of the Companies Act, Elizabeth has a deemed interest in the 41,322,909 Shares in which the Estate is interested. (3) Mavis is a director of the Offeror, a trustee of the Estate, a member of the Khoo Family and an Undertaking Party. Pursuant to Section 7 of the Companies Act, as a benefi ciary of the Estate, Mavis has a deemed interest in the 41,322,909 Shares in which the Estate is interested. (4) Eric is a director of the Offeror, a trustee of the Estate, a member of the Khoo Family and an Undertaking Party. Pursuant to Section 7 of the Companies Act, as a benefi ciary of the Estate, Eric has a deemed interest in the 41,322,909 Shares in which the Estate is interested. 4.6 Dealings in Company Securities by the Directors None of the Directors has dealt for value in any Company Securities during the period commencing three (3) months prior to the Offer Announcement Date and ending on the Latest Practicable Date. 4.7 Company Securities owned or controlled by the IFA As at the Latest Practicable Date, none of the IFA, its related corporations or any funds whose investments are managed by the IFA on a discretionary basis owns or controls any Company Securities. 4.8 Dealings in Company Securities by the IFA As at the Latest Practicable Date, none of the IFA, its related corporations or any funds whose investments are managed by the IFA on a discretionary basis has dealt for value in any Company Securities during the period commencing three (3) months prior to the Offer Announcement Date and ending on the Latest Practicable Date. 4.9 Directors Intentions The Directors who hold Shares have indicated their intention in respect of accepting or rejecting the Offer in respect of their Shares as follows: (a) As at the Latest Practicable Date, Elizabeth has a direct interest in 41,959 Shares, representing approximately 0.10% of the total issued shares of the Company. Elizabeth has informed the Company that she intends to accept the Offer in respect of the Shares held by her in accordance with the terms of the Irrevocable Undertaking executed by her. 59

61 APPENDIX II ADDITIONAL GENERAL INFORMATION (b) (c) As at the Latest Practicable Date, Mavis has a direct interest in 31,959 Shares, representing approximately 0.07% of the total issued shares of the Company. Mavis has informed the Company that she intends to accept the Offer in respect of the Shares held by her in accordance with the terms of the Irrevocable Undertaking executed by her. As at the Latest Practicable Date, Eric has a direct interest in 97,478 Shares, representing approximately 0.23% of the total issued shares of the Company. Eric has informed the Company that he intends to accept the Offer in respect of the Shares held by him in accordance with the terms of the Irrevocable Undertaking executed by him Directors service contracts As at the Latest Practicable Date, there are no service contracts between any Director or proposed director with the Company or any of its subsidiaries which have more than 12 months to run and which cannot be terminated by the Company within the next 12 months without paying any compensation, and there are no such service contracts entered into or amended by the Company or any of its subsidiaries during the period commencing six (6) months prior to the Offer Announcement Date and ending on the Latest Practicable Date Other Disclosures (a) As at the Latest Practicable Date, save as disclosed in this Circular and save for the Irrevocable Undertakings executed by Elizabeth, Mavis and Eric, it is not proposed that any payment or other benefi t shall be made or given to any Director or director of any other corporation which is by virtue of Section 6 of the Companies Act deemed to be related to the Company, as compensation for loss of offi ce or otherwise in connection with the Offer. (b) (c) As at the Latest Practicable Date, save as disclosed in this Circular and save for the Irrevocable Undertakings executed by Elizabeth, Mavis and Eric, there are no agreements or arrangements made between any Director and any other person in connection with or conditional upon the outcome of the Offer. As at the Latest Practicable Date, Elizabeth holds two (2) shares in the Offeror on trust for the benefi t of the Estate, representing approximately % of the total number of shares in the Offeror. The Estate holds the remaining 5,000,000 shares in the Offeror, representing approximately % of the total number of shares in the Offeror. Each of Elizabeth, Mavis and Eric is also a director of the Offeror, a trustee and a benefi ciary of the Estate, a member of the Khoo Family and an Undertaking Party. Save for Elizabeth, Mavis and Eric, none of the Directors has a material personal interest, whether direct or indirect, in any material contract entered into by the Offeror. 5. MATERIAL CONTRACTS WITH INTERESTED PERSONS As at the Latest Practicable Date, neither the Company nor any of its subsidiaries has entered into material contracts with persons who are Interested Persons (other than those entered into in the ordinary course of business) during the period beginning three (3) years before the Offer Announcement Date. 6. MATERIAL LITIGATION As at the Latest Practicable Date, none of the Company or its subsidiaries is engaged in any material litigation, either as plaintiff or defendant, which might materially and adversely affect the fi nancial position of the Company or the Group, taken as a whole. The Directors are not aware of any material litigation, claims or proceedings pending or threatened against, or made by, the Company or any of its subsidiaries, or any facts likely to give rise to any such material litigation, claims or proceedings, which might materially and adversely affect the fi nancial position of the Company or the Group, taken as a whole. 60

62 APPENDIX II ADDITIONAL GENERAL INFORMATION 7. MATERIAL CHANGES (a) Save as disclosed in this Circular (including the IFA Letter), the audited consolidated fi nancial statements of the Group for FY2015 and any other information of the Company and its subsidiaries which is publicly available, and save for any potential effects of currency exchange rate movements on the fi nancial statements, there has been no material change in the fi nancial position of the Group since 30 September 2015, being the date to which the last published audited accounts of the Group were made up. (b) Save as disclosed in this Circular (including the IFA Letter) and save for any potential effects of currency exchange rate movements on the fi nancial statements, there has been no material change in any information previously published by or on behalf of the Company during the period commencing from the Offer Announcement Date and ending on the Latest Practicable Date. 8. FINANCIAL INFORMATION 8.1 Consolidated Income Statements and Statements of Comprehensive Income A summary of the audited consolidated income statements of the Group for FY2013, FY2014 and FY2015 is set out below. The summary is extracted from, and should be read in conjunction with, the audited fi nancial statements of the Group for FY2013, FY2014 and FY2015 and the related notes thereto as set out in the Company s annual reports for FY2013, FY2014 and FY2015, copies of which are available for inspection at the registered offi ce of the Company at 21 Mount Elizabeth #02-00 York Hotel Singapore during normal business hours for the period during which the Offer remains open for acceptance. FY2013 FY2014 FY2015 (S$ 000) (S$ 000) (S$ 000) Total revenue 158, , ,463 Exceptional items Profit before taxation 14,958 34,978 23,619 Profit after tax 6,438 25,182 15,027 Profit attributable to non-controlling interest Net profit attributable to Shareholders of the Company 6,438 25,182 15,027 Earnings per Share (S$) Dividends declared per Share (S$)

63 APPENDIX II ADDITIONAL GENERAL INFORMATION 8.2 Consolidated Balance Sheets A summary of the audited consolidated balance sheet of the Group for FY2015 is set out below. The summary is extracted from, and should be read in conjunction with, the audited fi nancial statements of the Group for FY2015 and the related notes thereto as set out in the Company s annual report for FY2015, a copy of which is available for inspection at the registered offi ce of the Company at 21 Mount Elizabeth #02-00 York Hotel Singapore during normal business hours for the period during which the Offer remains open for acceptance. Group FY2015 (S$ 000) Non-current assets Property, plant and equipment 302,347 Investments in subsidiaries Investment in an associate 15 Advance to subsidiary Financial assets, available-for-sale 30,165 Deferred tax assets 3, ,781 Current assets Inventories 1,720 Trade and other receivables 11,313 Financial assets, held for trading 12,034 Cash and cash equivalents 798, ,586 Total assets 1,159,367 Equity Share capital 44,801 Reserves 1,063,597 Total equity 1,108,398 Non-current liability Deferred tax liabilities 4,457 Current liabilities Trade and other payables 35,970 Current tax liabilities 10,542 46,512 Total liabilities 50,969 Total equity and liabilities 1,159,367 62

64 APPENDIX II ADDITIONAL GENERAL INFORMATION 9. SIGNIFICANT ACCOUNTING POLICIES A summary of the signifi cant accounting policies of the Group is set out in the notes to the audited consolidated fi nancial statements of the Group for FY2015, which is included in the Company s annual report for FY2015. A copy of the Company s annual report for FY2015 is available for inspection at the registered offi ce of the Company at 21 Mount Elizabeth #02-00 York Hotel Singapore during normal business hours for the period during which the Offer remains open for acceptance. Save as disclosed in the notes to the audited consolidated fi nancial statements of the Group for FY2015: (a) (b) there are no signifi cant accounting policies or any matter from the notes of the audited consolidated fi nancial statements of the Group for FY2015 which are of any major relevance for the interpretation of the fi nancial statements of the Group; and as at the Latest Practicable Date, there is no change in the accounting policies of the Group which would cause the fi gures disclosed in this Circular not to be comparable to a material extent with FY VALUATION REPORTS The Valuation Reports are set out in Appendix IV to this Circular. Please refer to Section of the IFA Letter for a commentary on the potential tax liability. 11. GENERAL (a) All costs and expenses incurred by the Company in relation to the Offer will be borne by the Company. (b) (c) The IFA has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of (i) its name; (ii) the IFA Letter set out in Appendix I to this Circular; and (iii) all references thereto, in the form and context in which they appear in this Circular. Each of the Valuers has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of (i) its name; (ii) the respective Valuation Reports set out in Appendix IV to this Circular; and (iii) all references thereto, in the form and context in which they appear in this Circular. 12. DOCUMENTS FOR INSPECTION Copies of the following documents are available for inspection at the registered offi ce of the Company at 21 Mount Elizabeth #02-00 York Hotel Singapore during normal business hours for the period during which the Offer remains open for acceptance: (a) (b) (c) (d) (e) the Constitution; the annual reports of the Company for FY2013, FY2014 and FY2015 (which contains the audited fi nancial statements of the Group for FY2013, FY2014 and FY2015); the IFA Letter set out in Appendix I to this Circular; the letters of consent referred to in Section 11 of this Appendix; and the Valuation Reports set out in Appendix IV to this Circular. 63

65 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS The provisions in the Constitution relating to the rights of Shareholders in respect of capital, voting and dividends have been reproduced below: 1. The Rights of Shareholders in respect of Capital SHARES 3. ISSUE OF SHARES. The shares taken by the subscribers to the Memorandum of Association shall be issued by the Directors. Subject as aforesaid, the shares shall be under the control of the Directors, who may allot and issue the same to such persons on such terms and conditions and at such times as the Directors think fi t but so that no shares shall be issued at a discount except in accordance with Section 68 of the Act. 4. RESTRICTION ON ISSUE OF SHARE TO TRANSFER A CONTROLLING INTEREST. No share shall be issued so as to transfer a controlling interest in the Company without the prior approval of the shareholders in a General Meeting. 5. SPECIAL RIGHTS. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by ordinary resolution determine; Provided Always That the total nominal value of issued preference shares shall not at any time exceed the total nominal value of issued ordinary shares of the Company. 6. REDEEMABLE PREFERENCE SHARE. Subject to Section 70 of the Act, any preference shares may be issued on the terms that they are, or at the option of the Company are liable, to be redeemed. The Company shall also have the power to issue further preference shares ranking equally with or in priority to any preference shares already issued. 7. RIGHTS OF PREFERENCE SHAREHOLDERS. Holders of preference shares shall have the same rights as ordinary shareholders as regards receiving notices, reports and Balance Sheets, and attending general meetings of the Company. They shall have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the undertaking, or where the proposition to be submitted to the meeting directly affects their rights and privileges, or when the dividends on the preference shares are in arrears more than six months. 8. MODIFICATION OF RIGHTS OF PREFERENCE SHAREHOLDERS. The repayment of preference capital other than redeemable preference capital, or any other alteration or preference shareholders rights, may only be made pursuant to a special resolution of the preference shareholders concerned; Provided Always That where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing, if obtained from the holders of three-fourths of the preference shares concerned within two months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting. 9. RIGHTS NOT VARIED BY ISSUE OF ADDITIONAL SHARES. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not unless otherwise expressly provided by the terms of issue of the shares of that class be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 10. COMMISSION ON SUBSCRIPTION. The Company may pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions, whether absolute or condition al, for any shares in the Company; Provided Always That such commission shall not exceed ten per cent of the price at which such shares are issued, or an amount equivalent to such percentage, and that the requirements of Section 67 of the Act shall be observed. Subject to the provisions of Section 63 of the Act, such commission may be satisfi ed by the payment of cash or the allotment of fully paid shares or partly in one way and partly in the other. 64

66 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 11. NO TRUSTS RECOGNISED. No person, other than The Central Depository Pte Ltd, shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be required in any way to recognise (even when having notice thereof) any equitable, contingent future or partial interest in any share or any other rights in respect of any share other than an absolute right to the entirety thereof in the registered holder, except only as by these Articles otherwise provided for or as required by the Statutes or pursuant to any order of Court. 12. OFFER OF NEW SHARES. (1) Subject to any direction to the contrary that may be given by the Company in general meeting, all new shares of whatever kind shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the Company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined and, after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most benefi cial to the Company. The Directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered under this Article. (2) Notwithstanding Articles 12(1) and subject to the provisions of the Statutes, where the aggregate number of shares to be issued by the Company (other than bonus or rights issue) does not in any one fi nancial year of the Company exceed ten per cent of the issued share capital of the Company at the commencement of such fi nancial year and if the shares of the Company are quoted on the SES or such other stock exchanges(s) and a waiver of the compliance of Article 12(1) is obtained from the SES or such other stock exchange(s) then such shares shall be at the disposal of the Directors and they may allot or otherwise dispose of the same to such persons and on such terms as they may think proper. (3) No Directors shall participate in an issue of shares to employees of the Company unless such Directors shall hold offi ce in an executive capacity and the specifi c allotment of shares to be made to such Director shall be approved by Members in general meeting. 13. SHARE CERTIFICATES. Securities must be allo ted within (ten) market days of the fi nal closing date for an issue of securities. Certifi cates must be registered in the name of the allottee or a transferee or in the name of the CDP or its nominee and despatched within fi ve (5) market days of the date of allotment. Every person whose name is entered as a Member in the Register of Members shall be entitled without payment to receive within (5) market days after allotment and within fi fteen (15) market days after lodgment of any transfer one certifi cate under the seal of the Company in respect of each class of shares held by him for all his shares in that class or several certifi cates in reasonable denominations each for one or more of his shares in any one class upon payment of $2.00 (or such lesser sum as the Directors shall from time to time determine) for every certifi cate after the fi rst. Stamp duty payable on such certifi cate shall be borne by such Member unless otherwise directed by the Directors; Provided Always That in the case of joint holders the Company shall not be bound to issue more than one certifi cate and delivery of such certifi cate to any one of them shall be suffi cient delivery to all such holders. Provided further that the Company shall not be bound to register more than three persons as the holders of any share except in the case of executor or administrators of the estate of a deceased Member. 65

67 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 14. RENEWAL OF CERTIFICATE. If a share certifi cate be worn out, defaced, destroyed, lost or stolen, it may be renewed on payment of such fee not exceeding $2.00 or, in the event of the Company being listed on the SES or other stock exchange(s), such other sum as may from time to time be prescribed by the SES or such other stock exchange(s) and on such terms, if any, as to evidence and indemnity and in the case of destruction, loss or theft of a share certifi cate, payment of out-of-pocket expenses of the Company, including any expenses incurred by the Company in investigating evidence, as the Directors shall think fi t and, in the case of defacement or wearing out of a share certifi cate, on delivery up of the old certifi cate. LIEN 15. COMPANY TO HAVE LIEN ON SHARES AND DIVIDENDS. The Company shall have a lien on every share not being a fully-paid share for all monies (whether presently payable or not) called or payable at a fi xed time in respect of that share, and the Company shall also have a lien on all shares other than fully-paid shares standing registered in the name of a single person for all monies presently payable by him or his estate to the Company. The Company s lien, if any, on a share shall extend to all dividends payable thereon. 16. LIEN MAY BE ENFORCED BY SALE OF SHARES. The Directors may sell any shares subject to such lien at such time or times and in such manner as they think fi t, but no sale shall be made until such time as the moneys in respect of which such lien exists or some part thereof are or is presently payable or a liability or engagement in respect of which such lien exists is liable to be presently fulfi lled or discharged, and until a demand and notice in writing stating the amount due or specifying the liability or engagement and demanding payment or fulfi llment or discharge thereof, and giving notice of intention to sell in default, shall have been served on such Member or the persons (if any) entitled by transmission to the shares, and default in payment, fulfi llment or discharge shall have been made by him or them for seven days after such notice. 17. DIRECTORS MAY AUTHORISE TRANSFER AND ENTER PURCHASER S NAME IN REGISTER. To give effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser and may enter the purchasers name in the Register of Members as holders of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 18. APPLICATION OF PROCEEDS OF SALE. The net proceeds of sale whether of a share forfeited by the Company or of a share over which the Company has a lien, shall be applied in or towards satisfaction of the amount due to the Company, or of the liability or engagement, as the case may be, and the balance (if any) shall be paid to the Member whose shares have been sold or to the person (if any) entitled by transmission to the shares so sold. 19. MEMBER NOT ENTITLED TO PRIVILEGES OF MEMBERSHIP UNTIL ALL CALLS PAID. No Member shall be entitled to receive any dividend or to exercise any privilege as a Member until he shall have paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any). CALLS ON SHARES 20. DIRECTORS MAY MAKE CALLS. The Directors may, subject to the provisions of these Articles, from time to time make such calls upon the Members in respect of all moneys unpaid on their shares as they think fi t; Provided Always That fourteen days notice at least is given of each call and each Member shall be liable to pay the amount of every call so made upon him to the persons, by the instal ments (if any) and at the times and places appointed by the Directors. 66

68 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 21. WHEN CALL DEEMED TO HAVE BEEN MADE. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. 22. LIABILITY OF JOINT HOLDERS. The joint holders of a share shall be jointly and severally liable to pay all calls and insta lments in respect thereof. 23. INTEREST ON UNPAID CALLS. If before or on the day appointed for payment thereof a call or insta lment payable in respect of a share is not paid, the person from whom the same is due shall pay interest on the amount of the call or instal ment at such rate as the Directors shall fi x from the day appointed for payment thereof to the time of actual payment, but the Directors may waive payment of such interest wholly or in part. 24. PAYMENTS IN ADVANCE OF CALLS. Any Member may pay to the Company and the Directors may, if they think fi t, receive from any Member willing to advance the same, all or any part of the monies for the time being remaining uncalled on his shares but the monies so paid in advance shall not confer a right to participate in the profi ts of the Company. 25. MONIES PAID IN ADVANCE OF CALLS. In respect of any monies paid in advance of any call, or so much thereof as exceeds the amount for the time being called up on the shares in respect of which such advance has been made, the Directors may pay or allow such interest as may be agreed between them and such Member, in addition to the dividend payable upon such part of the share in respect of which such advance has been made as is actually called up. 26. SUM PAYABLE ON ALLOTMENT DEEMED TO BE A CALL. Any sum which by the terms of allotment of a share is made payable upon a allotment or at any fi xed date, whether on account of the amount of the share or by way of premium, shall, for the purposes of these Articles, be deemed to be a call duly made and payable on the date fi xed for payment, and in case of non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the like, and all the relevant provisions of these Articles, shall apply as if such sum were a call duly made and notifi ed as hereby provided. 27. DIFFERENCE IN CALLS. The Directors may, from time to time, make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and in the time of payment of such calls. TRANSFER OF SHARES 28. SHARES TO BE TRANSFERABLE. The Company will accept for registration transfers in the form approved by the SES. There shall be no restriction on the transfer of fully paid shares, except where required by law. Subject to the restrictions of these Articles, shares shall be transferable but every transfer shall be in writing in the form approved by the Directors and in the event of the Company being listed on the SES or such other stock exchange(s), by the SES or such other stock exchange(s), and shall be left at the offi ce accompanied by the Certifi cate of the shares to be transferred and such other evidence (if any) as the Directors may reasonably require to show the right of the transferor to make the transfer. 29. TRANSFERS TO BE EXECUTED BY BOTH PARTIES. The instrument of transfer of any share shall be executed by or on behalf of both the transferor and the transferee; Provided Always That the CDP shall not be required to sign any transfer of shares to it during such period as the Directors may think fi t. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. No instrument of transfer in respect of which the transferee is CDP shall be rendered invalid or ineffective by reason of it not being signed or witnessed by or on behalf of CDP. 67

69 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 30. TRANSFER FEE. The Company shall be entitled to charge a fee not exceeding $2.00 for each instrument of transfer or in the event of the Company being listed on the SES or such other stock exchange(s), such other sum as may from time to time be prescribed by the SES or such stock exchange(s) on the registration of every transfer. 31. REGISTRATION OF TRANSFERS MAY BE SUSPENDED. The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine; Provided Always That such registration shall not be suspended for more than thirty days in any year. TRANSMISSION OF SHARES 32. ON DEATH OF MEMBER, SURVIVOR OR EXECUTOR ONLY RECOGNISED. In the case of the death of a Member the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his shares, but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share jointly held by him. 33. PERSON ENTITLED MAY RECEIVE DIVIDENDS WITHOUT BEING REGISTERED AS A MEMBER, BUT MAY NOT EXERCISE OTHER RIGHTS. A person entitled to a share by transmission shall be entitled to receive, and may give a discharge for, any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of it to receive notice of or to attend or vote at meetings of the Company or, save as aforesaid, to exercise any of the rights or privileges as a Member unless and until he shall become a Member in respect of the share. FORFEITURE OF SHARES 34. PAYMENT OF CALL WITH INTEREST AND EXPENSES. If any Member fails to pay the whole or any part of any call or insta lment of a call on or before the day appointed for the payment thereof, the Directors may at any time thereafter, during such time as the call or instalment or any part thereof remains unpaid, serve a notice on him or on the person entitled to the share by transmission requiring him to pay such call or instalment or such part thereof as remains unpaid, together with interest at such rate as the Directors shall determine, and any expenses that may have accrued by reason of such non-payment. 35. NOTICE REQUIRING PAYMENT TO CONTAIN CERTAIN PARTICULARS. The notice shall name a further day (not earlier than the expiration of seven days from the date of the notice) on or before which such call or instal ment, or such part as aforesaid, and all interest and expenses that have accrued by reason of such non-payment, are to be paid. It shall also name the place where payment is to be made, and shall state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited. 36. ON NON-COMPLIANCE WITH NOTICE SHARES FORFEITED ON RESOLUTION OF DIRECTORS. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. A forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture notwithstanding that they shall have been declared. 68

70 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 37. NOTICE OF FORFEITURE TO BE GIVEN AND ENTERED IN REGISTER OF MEMBERS. When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder of the share or to the person entitled to the share by transmission, as the case may be, and an entry of such notice having been given and of the forfeiture with the date thereof, shall forthwith be made in the Register of Members opposite to the shares; but the provisions of this Article are directory only, and no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid. 38. DIRECTORS MAY ANNUL FORFEITURE UPON THE TERMS. Notwithstanding any such forfeiture as aforesaid the Directors may, at any time before the forfeited share has been otherwise disposed of, annul the forfeiture upon the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share and upon such further terms (if any) as they shall see fi t to impose. 39. DIRECTORS MAY DISPOSE OF FORFEITED SHARES. Every share which shall be forfeited may be sold, re-allotted or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereto, or to any other person upon such terms and in such manner as the Directors shall think fi t, and the Directors may, if necessary, authorise some person to transfer the same to such other person as aforesaid. 40. FORMER HOLDER OF FORFEITED SHARES LIABLE FOR CALLS MADE BEFORE FORFEITURE. A shareholder whose shares have been forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon to the date of payment, in the same manner in all respects as if the shares had not been forfeited, and to satisfy all (if any) the claims and demands which the Company might have enforced in respect of the shares at the time of forfeiture, without any deduction of allowance for the value of the shares at the time of forfeiture. 41. CONSEQUENCES OF FORFEITURE. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interests in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the shareholder whose share is forfeited and the Company, except only such of those rights and liabilities as are by these Articles expressly saved or as are by the Statues given or imposed in the case of past Members. 42. TITLE TO FORFEITED SHARE. A statutory declaration in writing that the declarant is a Director of the Company and that a share has been duly forfeited in pursuance of these Articles and stating the date upon which it was forfeited shall, as against all persons claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated, and such declaration, together with the receipt of the Company for the consideration (if any) given for the share on the sale or disposition thereof, and a certifi cate of proprietorship of the share under the Seal delivered to the person to whom the same is sold or disposed of, shall constitute a good title to the share, and (subject to the execution of any necessary transfer) such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition, and shall not be bound to see to application of the purchase money (if any) nor shall his title to the share be affected by any act, omission or irregularity relating to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share. CONVERSION OF SHARES INTO STOCK 43. POWER TO CONVERT INTO STOCK. The Company may by ordinary resolution passed at a general meeting convert any paid up shares into stock and reconvert any stock into paid up shares of any denomination. 69

71 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 44. TRANSFER OF STOCK. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit; but the Directors may from time to time fi x the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal amount of the shares from which the stock arose. 45. RIGHTS OF STOCKHOLDERS. The holders of stock shall according to the amount of the stock held by them have the same rights privileges and advantages as regards dividends, voting at meetings of the Company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profi ts of the Company and in the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage. 46. INTERPRETATION. Such of the regulations of the Company as are applicable to paid up shares shall apply to stock, and the words share and shareholder therein shall include stock and stockholder. ALTERATION OF CAPITAL 47. COMPANY MAY INCREASE ITS CAPITAL. The Company may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. 48. COMPANY MAY ALTER ITS CAPITAL. The Company may by ordinary resolution:- (1) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; or (2) sub-divide its existing shares, or any of them, into shares of smaller amount than is fi xed by the Memorandum of Association subject, nevertheless, to the provisions of the Statutes and so that as between the resulting shares, one or more of such shares may by the resolution by which such subdivision is affected be given any preference or advantage as regards dividend, capital, voting or otherwise over the others or any other of such shares; or (3) cancel any shares not taken or agreed to be taken by any person. 49. COMPANY MAY REDUCE ITS CAPITAL. The Company may by special resolution reduce its share capital and any capital redemption reserve fund in any manner authorised and subject to any conditions prescribed by the Statutes. MODIFICATION OF CLASS RIGHTS 50. RIGHTS OF SHAREHOLDERS MAY BE ALTERED. Subject to the provisions of Section 74 of the Act, all or any of the rights, privileges or conditions for the time being attached or belonging to any class of shares for the time being forming part of the share capital of the Company may from time to time be modifi ed, affected, varied, extended or surrendered in any manner with the consent in writing of the holder of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the Members of that class. To any such separate meeting all the provision of these Articles as to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be Members of the class holding or representing by proxy one-third of the share capital paid or credited as paid on the issued shares of the class, and every holder of shares of the class in question shall be entitled on a poll to one vote for every such share held by him. 70

72 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 2. The Rights of Shareholders in respect of Voting GENERAL MEETINGS 51. GENERAL MEETINGS. A general meeting shall be held once in every calendar year, at such time and place as may be determined by the Directors, but so that not more than fi fteen months shall be allowed to elapse between any two such general meetings. 52. GENERAL AND EXTRAORDINARY MEETINGS. The abovementioned general meetings shall be called General Meetings. All other general meetings shall be called Extraordinary Meetings. 53. EXTRAORDINARY MEETINGS. The Directors may call an Extraordinary Meeting whenever they think fi t, and Extraordinary Meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by Section 176 of the Act. 54. NOTICE OF MEETING. Subject to the provisions of Sections 184 and 185 of the Act relating to the convening of meetings to pass special resolutions and resolutions of which special notice is required, fourteen days notice at the least, specifying the place, the day and the hour of meeting, shall be given in the manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of general meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened upon a shorter notice, and in such manner as such persons may approve. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. In the event of the Company being listed on the SES or such other stock exchange(s) at least fourteen days notice of every such meeting shall be given by advertisement in the daily press and in writing to the SES or such other stock exchange(s). The accidental omission to give such notice to, or the non-receipt of such notice by, any such person shall not invalidate the proceedings or any resolution passed at any such meeting. 55. RESOLUTION SIGNED BY ALL MEMBERS AS EFFECTIVE AS IF PASSED AT GENERAL MEETING. Subject to the Statu es, a resolution in writing signed by all the Members for the time being entitled to receive notice of and attend and vote at general meetings (o r being corporations by their duly authorised representatives) shall be valid and effective as if the same had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in the like form each signed by one or more Members. PROCEEDINGS AT GENERAL MEETINGS 56. SPECIAL BUSINESS. All business shall be deemed special that is transacted at an Extraordinary Meeting, and also all that is transacted at a General Meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the Directors and Auditors, and any other documents annexed to the balance sheets, the election of Directors in the place of those retiring and the fi xing of the remuneration of the Directors and the appointment and fi xing of the remuneration of the Auditors. 57. NO BUSINESS TO BE TRANSACTED UNLESS QUORUM PRESENT. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. For all purposes the quorum shall be three Members personally present or represented by proxy. Any three proxies appointed by CDP shall suffi ce to establish plurality and quorum. 58. IF NO QUORUM MEETING ADJOURNED OR DISSOLVED. If within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the Members present shall be a quorum. 71

73 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 59. CHAIRMAN OF BOARD TO PRESIDE AT ALL MEETINGS. The Chairman of the Directors shall preside as Chairman at every General Meeting, in his absence, the Deputy Chairman, and in the absence of both the Chairman and the Deputy Chairman, the vice Chairman shall preside as Chairman at every General Meeting. If at any meeting the Chairman, the Deputy Chairman or the Vice-Chairman be not present within fi fteen minutes after the time appointed for holding the meeting or be unwilling to act, the Members present shall choose one of the Directors to be Chairman of the meeting, or if no Director be present or if all the Directors present decline to take the chair, one of their number present shall be Chairman. 60. NOTICE OF ADJOURNED MEETINGS. The Chairman may, with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no Member shall be entitled to any notice of any adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place. 61. HOW RESOLUTION DECIDED. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless before or on the declaration of the result of the show of hands a poll is demanded by the Chairman or by any person for the time being entitled to vote at the meeting, and unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or carried by a particular majority, or lost, shall be conclusive, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence thereof without proof of the number o r proportion of the votes recorded in favour of or against such resolution. 62. HOW POLL TO BE TAKEN. A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and place, and in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Any business other than that upon which a poll has been demanded may be proceeded with at a meeting pending the taking of the poll. 63. CHAIRMAN TO HAVE CASTING VOTE. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall be entitled to a second or casting vote. VOTES OF MEMBERS 64. NUMBER OF VOTES. Subject and without prejudice to any special privileges or restrictions as to voting for the time being attached to any special class of shares for the time being forming part of the capital of the Company each Member entitled to vote may vote in person or by proxy or attorney or in the case of a corporation by a representative. On a show of hands every Member who is present in person or by attorney or in the case of a corporation by a representative and each proxy shall have one vote and on a poll, every Member who is present in person or by proxy or by attorney or in the case of a corporation by a representative shall have one vote for each share which he holds or represents. 65. SPLIT VOTES. On a poll a Member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. 66. VOTES OF JOINT HOLDERS OF SHARES. In the case of joint holders the vote of the senior who tenders a vote whether in person or in proxy shall be accepted to the exclusion of the votes of the other joint holder; and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. 72

74 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 67. VOTES OF LUNATIC MEMBER. A person of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other legal curator and such last-mentioned persons may give their votes either personally or by proxy. 68. MEMBERS INDEBTED TO COMPANY IN RESPECT OF SHARES NOT ENTITLED TO VOTE. A Member shall be entitled to be present and to vote at any general meeting in respect of any share or shares upon which all calls due to the Company have been paid. 69. APPOINTMENT OF PROXIES. (1) Except where the Member is CDP, a Member may appoint not more than two proxies to attend and vote at the same General Meeting provided that if the Member is CDP:- (a) CDP may appoint more than two proxies to attend and vote at the same General Meeting and shall specify on each instrument of proxy the number of shares in respect of which the appointment is made; (b) the Company shall :- (i) (ii) reject any instrument of proxy lodged if the proxy fi rst named in that instrument, being the Depositor, is not shown, in the records of CDP as at a time not earlier than forty-eight hours prior to the time of the relevant General Meeting (the cut-off time ) supplied by CDP to the Company to have any shares credited to a Securities Account; and notwithstanding the proportion of shareholding specifi ed in an instrument of proxy pursuant to the provisions herein, on a poll to accept as validly cast by a proxy appointed by CDP, being the Depositor, votes in respect of a number of shares not more than the number of shares credited to the Securities Account of the relevant Depositor, as shown in the records of CDP as at a time not earlier than forty-eight hours prior to the time of the relevant General Meeting supplied by CDP to the Company, whether that number is greater or smaller than the proportion so specifi ed in Article 69(1)(a); (c) a Depositor fi rst-named in an instrument of proxy may nominate not more than two persons as the proxy or proxies of CDP to attend and vote at the same meeting in the Depositor s stead and shall specify the proportion of its shareholdings to be represented by each proxy where it nominates more than one proxy. (2) Where a Member appoints more than a proxy, he shall specify the proportion of his shareholding to be represented by each proxy. If no proportion is specifi ed, the Company shall be entitled to deem the appointment in the alternative. On a poll, the Company shall accept as validly cast by proxies of the same Depositor votes in respect of a number of shares not more than the number of shares credited to the Securities Account of the Depositor as shown in the records of the CDP as at the cut-off time, apportioned between the proxies in the same proportion as specifi ed by the Depositor. No instrument appointing a CDP proxy shall be rendered invalid by reason of any discrepancy between the number of shares specifi ed in the instrument of proxy pursuant to Article 69(1)(a) above and the number of shares credited to the Securities Account of the relevant Depositor as shown in the records of CDP as at the cut-off time. (3) A proxy need not be a Member of the Company. 73

75 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 70. INSTRUMENT APPOINTING A PROXY TO BE LEFT AT THE OFFICE. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certifi ed copy of that power or authority shall be deposited at the Offi ce not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in the default the instrument of proxy shall not be treated as valid. 71. FORM OF PROXY. (1) An instrument appointing a proxy shall be in writing in any usual or common form (including any form approved from time to time by CDP) or in any other form which the Directors may approve and :- (a) (b) in the case of an individual, shall be signed by the appointor or his attorney; and in the case of a corporation, shall be either given under its common seal or signed on its behalf by an attorney or a duly authorised offi cer of the corporation or, in the case of CDP, signed by its duly authorised offi cer by some method or system of mechanical signature as CDP may deem appropriate. (2) The signature on such instrument need not be witnessed. Where an instrument appointing a proxy is signed on behalf of the appointor (which shall, for purposes of this Article 71(2), include a Depositor) or by an attorney duly authorised in writing (or if the Depositor is a corporation) under common seal or under the hand of its attorney duly authorised in writing, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. (3) The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. Such an instrument shall also be deemed to confer authority on each proxy so appointed to appoint not more than two persons to attend the General Meeting in his place as a proxy. (4) The Company will accept as valid any form of proxy which CDP has approved for use as at the date the notices for the relevant General Meeting are despatched. 72. CORPORATION ACTING BY REPRESENTATIVES AT MEETING. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fi t to act as its representative at any meeting of the Company or of any class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company. 3. The Rights of Shareholders in respect of Dividends DIVIDENDS AND RESERVE 107. Subject to any preferential or other special rights for the time being attached to any special class of shares, the profi ts of the Company which it shall from time to time determine to distribute by way of dividend shall be applied in payment of dividends upon the shares of the Company in proportion to the amounts paid up or credited as paid up thereon respectively otherwise than in advance of calls. 74

76 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS 108. DECLARATION OF DIVIDENDS. The Directors may, with the sanction of a General Meeting, from time to time declare dividends, but no such dividend shall be payable except out of the profi ts of the Company. The Directors may, if they think fi t, from time to time declare and pay to the Members such interim dividends as appear to them to be justifi ed by the position of the Company, and may also from time to time if in their opinion such payment is so justifi ed, pay any preferential dividends which by the terms of issue of any shares are made payable on fi xed dates. No higher dividend shall be paid than is recommended by the Directors, and the declaration of the Directors as to the amount of the net profi ts shall be conclusive DEDUCTION FROM DIVIDEND. The Directors may deduct from any dividend payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company PAYMENT OTHERWISE THAN IN CASH. Any General Meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specifi c assets and in particular of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any diffi culties arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certifi cates and fi x the value for distribution of such specifi c assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fi xed in order to adjust the rights of all parties, and may vest any such specifi c assets in trustees as may seem expedient to the Directors DIRECTORS MAY FORM RESERVE FUND AND INVEST. The Directors may, before recommending any dividend, set aside out of the profi ts of the Company such sums as they think proper as a reserve or reserves, which shall at the discretion of the Directors be applicable for meeting contingencies, or for repairing or maintaining any works connected with the business of the Company, or for equalising dividends, or for distribution by way of special dividend or bonus, or may be applied for such other purposes for which the profi ts of the Company may lawfully be applied as the Directors may think expedient in the interests of the Company, and pending such application the Directors may employ the sums from time to time so set apart as aforesaid in the business of the Company or invest the same in such securities, other than the shares of the Company, as they may select. The Directors may also from time to time carry forward such sums as they may dee m expedient in the interests of the Company DIVIDEND WARRANTS TO BE POSTED TO MEMBERS. Every dividend warrant may, unless otherwise directed, be sent by post to the last registered address of the Member entitled thereto, and the receipt of the person, whose name at the date of the declaration of the dividend appears on the Register of Members as the owner of any share or, in the case of joint holders, of any one of such joint holders, shall be a good discharge to the Company for all payments made in respect of such share. No unpaid dividend or interest shall bear interest as against the Company. CAPITALISATION OF PROFITS 113. COMPANY MAY CAPITALISE RESERVES AND UNDIVIDED PROFITS. The Company in general meeting may at any time and from time to time pass a resolution that any sum not required for the payment or provision of any fi xed preferential dividend, and (1) for the time being standing to the credit of any reserve of the Company, including premiums received on the issue of any shares or debentures of the Company, or (2) being undivided net profi ts in the hands of the Company, be capitalised, and that such sum be appropriated as capital to and amongst the ordinary shareholders in the proportions in which they would have been entitled thereto if the same had been distributed by way of dividend on the ordinary shares, and in such manner as the resolution may direct, and such resolution shall be effective; and the Directors shall in accordance with such resolution apply such sum in paying up in full any unissued shares or debentures of the Company on behalf of the ordinary shareholders aforesaid, and appropriate such shares or debentures and distribute the same credited as fully paid up to and amongst such shareholders in the proportions 75

77 APPENDIX III PROVISIONS IN THE CONSTITUTION RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, VOTING AND DIVIDENDS aforesaid in satisfaction of the shares and interests of such shareholders in the said capitalised sum or shall apply such sum or any part thereof on behalf of the shareholders aforesaid in paying up the whole or part of any uncalled balance which shall for the time being be unpaid in respect of any issued ordinary shares held by such shareholders or otherwise deal with such sum as directed by such resolution. Where any diffi culty arises in respect of any such distribution, the Directors may settle the same as they think expedient, and in particular they may issue fractional certifi cates, fi x the value for distribution of any fully paid-up shares or debentures, make cash payments to any shareholders on the footing of the value so fi xed in order to adjust rights, and vest any such shares or debentures in trustees upon such trust for the persons entitled to share in the appropriation and distribution as may seem just and expedient to the Directors. When deemed requisite a proper contract for the allotment and acceptance of any shares to be distributed as aforesaid shall be delivered to the Registrar of Companies for registration in accordance with Section 63 of the Act and the Directors may appoint any person to sign such contract on behalf of the persons entitled to share in the appropriation and distribution and such appointment shall be effective. WINDING UP 122. DISTRIBUTION IN SPECIE. If the Company shall be wound up, the Liquidators may, with the sanction of a special resolution, divide among the Members in specie any part of the assets of the Company and any such division may be otherwise than in accordance with the existing rights of the Members, but so that if any division is resolved on otherwise than in accordance with such rights the Members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to Section 306 of the Act. A special resolution sanctioning a transfer or sale to another company duly passed pursuant to the said Section may in like manner authorise the distribution of any shares or other consideration receivable by the Liquidators amongst the Members otherwise than in accordance with their existing rights, and any such determination shall be binding upon all the Members subject to the right of dissent and consequential rights conferred by the said Section. 76

78 APPENDIX IV VALUATION REPORTS 77

79 APPENDIX IV VALUATION REPORTS 2 78

80 APPENDIX IV VALUATION REPORTS 3 79

81 APPENDIX IV VALUATION REPORTS 4 80