VOLUNTARY UNCONDITIONAL CASH OFFER by DBS Bank Ltd. (Company Registration No. 196800306E) Credit Suisse (Singapore) Limited (Company Registration No. 197702363D) for and on behalf of Keppel Corporation Limited (Company Registration No. 196800351N) for all the issued ordinary shares in the capital of Keppel Land Limited (Company Registration No. 189000001G) other than those already owned, controlled or agreed to be acquired by Keppel Corporation Limited 1. INTRODUCTION DESPATCH OF OFFER DOCUMENT AND OPTIONS PROPOSAL 1.1 DBS Bank Ltd. and Credit Suisse (Singapore) Limited (together the Joint Financial Advisers ) refer to the announcement (the Offer Announcement ) dated 23 January 2015 in relation to the voluntary unconditional cash offer (the Offer ) by Keppel Corporation Limited (the Offeror ) for all the issued ordinary shares in the capital of Keppel Land Limited ( Company ) other than those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer (the Offer Shares ). Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the Offer Announcement. 1
1.2 As set out in the Offer Announcement, an appropriate offer will be made for the Convertible Bonds, other than those already owned, controlled or agreed to be acquired by the Offeror (the Convertible Bonds Offer and together with the Offer, the Offer for Securities ). 2. DESPATCH OF OFFER DOCUMENT 2.1 The Joint Financial Advisers wish to announce, for and on behalf of the Offeror, that the formal document dated 12 February 2015 (the Offer Document ) containing the terms and conditions of the Offer for Securities and the relevant Acceptance Forms (as defined below) have today been despatched to the Shareholders. Electronic copies of the Offer Document and Acceptance Forms are available on the website of the Singapore Exchange Securities Trading Limited ( SGX-ST ) at www.sgx.com. 2.2 A copy of the Offer Document has also been made available to Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. (the Clearing Systems ), the clearing systems in respect of the Convertible Bonds. 2.3 The Clearing Systems will make the Offer Document available to each person shown in the records of the Clearing Systems as a holder of Convertible Bonds (a Direct Participant ) on their respective websites. Key terms relating to the Convertible Bonds Offer, along with the procedures to be followed in order to participate in the Convertible Bonds Offer, will be sent in the form of a notice (the Clearing Systems Notice ) to each Direct Participant in accordance with the procedures of the Clearing Systems. 2.4 The following documents are included in the Offer Document: 2.4.1 in the case of an Offer Document sent to a Shareholder whose Shares are deposited with The Central Depository (Pte) Limited ( CDP ), a Form of Acceptance and Authorisation in respect of the Offer (the FAA ) and a preaddressed envelope, which is pre-paid for posting in Singapore only; and 2.4.2 in the case of an Offer Document sent to a Shareholder whose Shares are registered in his own name in the register of Shareholders as maintained by the share registrar of the Company, KCK CorpServe Pte. Ltd. (the Registrar ), and are not deposited with CDP, a Form of Acceptance and Transfer in respect of the Offer (the FAT and together with the FAA, the Acceptance Forms ) and a preaddressed envelope, which is pre-paid for posting in Singapore only. 3. DESPATCH OF OPTIONS PROPOSAL 3.1 The Joint Financial Advisers also wish to announce, for and on behalf of the Offeror, that the letter dated 12 February 2015 to holders of the Options ( Option Holders ) setting out the Options Proposal ( Options Proposal Letter ), containing, inter alia, the terms and conditions of the Options Proposal, together with the accompanying acceptance form for the Options Proposal is also being despatched to the Option Holders today. 2
3.2 An electronic copy of the Options Proposal Letter is available on the website of the SGX- ST at www.sgx.com. 3.3 Full details of the procedures for acceptance and other details of the Options Proposal are set out in the Options Proposal Letter and in the acceptance form for the Options Proposal enclosed therein. Option Holders are advised to read the Offer Document, the Options Proposal Letter and the acceptance form for the Options Proposal enclosed therein in their entirety. 4. CLOSING DATE 4.1 Acceptances of the Offer for Securities must be received no later than 5.30 p.m. (Singapore time) on 12 March 2015 or such later date(s) as may be announced from time to time by or on behalf of the Offeror, being the last day for the lodgement of acceptances of the Offer and the Convertible Bonds Offer (the Closing Date ). 4.2 Holders of the Convertible Bonds ( Bondholders ) are advised to check with the bank, securities broker or other intermediary (an Intermediary ) through which they hold Convertible Bonds as to the deadline by which such Intermediary would need to receive instructions in order for the Bondholders to be able to tender their acceptances of the Convertible Bonds Offer prior to the Closing Date. 5. PROCEDURES FOR ACCEPTANCE 5.1 The procedures for acceptance of: 5.1.1 the Offer by a Shareholder are set out in Appendix 2 to the Offer Document and in the FAA and the FAT. Shareholders who wish to accept the Offer may do so by completing and returning the FAA or the FAT (as the case may be); and 5.1.2 the Convertible Bonds Offer by a Bondholder are set out in Appendix 3 to the Offer Document and in the Clearing Systems Notice. Bondholders who wish to accept the Convertible Bonds Offer may do so by submitting the electronic tender and blocking instruction via the relevant Clearing System in the form set out in the Clearing Systems Notice. 6. REQUEST FOR OFFER DOCUMENT AND RELATED DOCUMENTS 6.1 Non-receipt of Offer Document If you are a Shareholder and do not receive the Offer Document and the relevant Acceptance Forms within a week of the date of this Announcement, please contact CDP (if you hold Shares deposited with the CDP ( Depositor )) or the Registrar (if you are a scripholder), as the case may be, immediately at the addresses and telephone numbers set out below: 3
The Central Depository (Pte) Limited 9 North Buona Vista Drive #01-19/20 The Metropolis Singapore 138588 Tel: +65 6535 7511 KCK Corpserve Pte. Ltd. 333 North Bridge Road #08-00, KH KEA Building Singapore 188721 Tel: +65 6837 2133 If you are a Bondholder and do not receive the Offer Document within 14 days of the date of this Announcement, you are advised to contact the Intermediary through which you hold your Convertible Bonds. 6.2 Overseas Persons The availability of: 6.2.1 the Offer to Shareholders whose mailing addresses are outside of Singapore; and 6.2.2 the Convertible Bonds Offer to Bondholders who are located or whose mailing addresses are outside of Singapore (the Overseas Persons ), may be affected by the laws of the relevant overseas jurisdictions. Accordingly, Overseas Persons should inform themselves about, and observe, any applicable legal requirements in their own jurisdictions. For the avoidance of doubt, the Offer and the Convertible Bonds Offer will be open to all Shareholders and Bondholders (as the case may be), including those to whom the Offer Document and relevant Acceptance Forms may not be sent, provided that the Offer Document, the relevant Acceptance Forms and any related documents do not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful, and the Offer and the Convertible Bonds Offer are not being made into any jurisdiction in which the making or acceptance of the Offer and/or the Convertible Bonds Offer would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer and the Convertible Bonds Offer to Shareholders and Bondholders respectively in any such jurisdiction. 6.3 Copies of Offer Document and Acceptance Forms Where there are potential restrictions on sending the Offer Document to any overseas jurisdictions, the Offeror and the Joint Financial Advisers each reserves the right not to send the Offer Document to such overseas jurisdictions. Any affected Overseas Person may nonetheless obtain copies of the Offer Document, the relevant Acceptance Forms and any related documents during normal business hours up to the Closing Date from the Registrar (if he is a scripholder), KCK CorpServe Pte. Ltd. at 333 North Bridge Road, #08-00 KH KEA Building, Singapore 188721 or from CDP (if he is a Depositor) at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588. Alternatively, an affected Overseas Person may write to the Registrar (if he is a scripholder) at 333 North Bridge Road, #08-00 KH KEA Building, Singapore 188721, to CDP (if he is a Depositor) at Robinson Road Post Office, P.O. Box 1984, Singapore 903934, or to Deutsche Bank AG, 4
Singapore Branch (the Tender Agent ) (if he is a Bondholder) at One Raffles Quay, #16-00 South Tower, Singapore 048583, to request for the Offer Document, the relevant Acceptance Forms and any related documents to be sent to an address in Singapore by ordinary post at his own risk, up to five market days prior to the Closing Date. 6.4 Overseas Jurisdiction It is the responsibility of any Overseas Person who wishes to accept the Offer or the Convertible Bonds Offer (as the case may be) 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. Such Overseas Person shall be liable for any such taxes, imposts, duties or other requisite payments payable in such jurisdictions and the Offeror and any person acting on its behalf (including the Joint Financial Advisers and the Tender Agent) shall be fully indemnified and held harmless by such Overseas Persons for any such taxes, imposts, duties or other requisite payments as the Offeror and/or any person acting on its behalf (including the Joint Financial Advisers and the Tender Agent) may be required to pay. In (i) requesting for the Offer Document, the relevant Acceptance Forms and any related documents and/or (ii) accepting the Offer or the Convertible Bonds Offer (as the case may be), the Overseas Person represents and warrants to the Offeror, the Joint Financial Advisers and the Tender Agent 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 or Bondholder is in any doubt about his position, he should consult his professional adviser in the relevant jurisdiction. 7. INFORMATION PERTAINING TO CPFIS INVESTORS Shareholders who have purchased Shares using their Central Provident Fund ( CPF ) contributions pursuant to the Central Provident Fund Investment Scheme ( CPFIS Investors ) should receive further information on how to accept the Offer from their respective agent banks included under the Central Provident Fund Investment Scheme ( CPF Agent Banks ). CPFIS Investors are advised to consult their respective CPF Agent Banks should they require further information, and if they are in any doubt as to the action they should take, CPFIS Investors should seek independent professional advice. CPFIS Investors who wish to accept the Offer are to reply to their respective CPF Agent Banks by the deadline stated in the letter from their respective CPF Agent Banks. CPFIS Investors who accept the Offer will receive the Offer Price payable in respect of their Offer Shares in their CPF investment accounts. 5
8. INDEPENDENT ADVICE The Joint Financial Advisers and the Tender Agent are acting for and on behalf of the Offeror and do not purport to advise the Shareholders, the Bondholders or any other person. In preparing the letter to Shareholders and Bondholders on behalf of the Offeror, the Joint Financial Advisers have not had regard to the general or specific investment objectives, tax position, risk profiles, financial situation or particular needs and constraints of any Shareholder or Bondholder. The views of the directors of the Company who are considered independent for the purposes of the Offer and the Convertible Bonds Offer (the Independent Directors ) on the Offer and the Convertible Bonds Offer and the independent financial adviser to the Independent Directors on the Offer and the Convertible Bonds Offer will be made available to Shareholders and Bondholders in due course and in any event, they are required under the Code to despatch their views within 14 days after the posting of the Offer Document that is, by 26 February 2015. Shareholders and Bondholders may wish to consider their advice before taking any action in relation to the Offer or the Convertible Bonds Offer respectively. 9. RESPONSIBILITY STATEMENT The directors of the Offeror (including any director who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the directors of the Offeror has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. Issued by DBS Bank Ltd. Credit Suisse (Singapore) Limited For and on behalf of Keppel Corporation Limited 12 February 2015 6
Any inquiries relating to this Announcement, the Offer or the Convertible Bonds Offer should be directed during office hours to the following: Mr Choe Tse Wei Managing Director DBS Bank Ltd. Tel: +65 6878 2150 Mr Pankaj Goel Managing Director Credit Suisse (Singapore) Limited Tel: +65 6212 2000 Forward-Looking Statements All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as aim, seek, expect, anticipate, estimate, believe, intend, project, plan, strategy, forecast and similar expressions or future and conditional verbs such as will, would, should, could, may and might. These statements reflect the Offeror s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders, Bondholders and investors should not place undue reliance on such forward-looking statements. Neither the Offeror nor the Joint Financial Advisers guarantees any future performance or event or undertakes any obligation to update publicly or revise any forward-looking statements. 7