CENTURION CORPORATION LIMITED (Incorporated in the Republic of Singapore) (Co. Reg. No W) ANNOUNCEMENT RELATING TO:

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1 CENTURION CORPORATION LIMITED (Incorporated in the Republic of Singapore) (Co. Reg. No W) ANNOUNCEMENT RELATING TO: (I) ESTABLISHMENT OF INDIRECT WHOLLY-OWNED SUBSIDIARIES AND TRUST; AND (II) PROPOSED ACQUISITION OF A SITE LOCATED IN ADELAIDE, AUSTRALIA FOR REDEVELOPMENT INTO A NEW PURPOSE-BUILT STUDENT ACCOMMODATION. INTRODUCTION The board of directors ( Directors ) of Centurion Corporation Limited (the Company, and together with its subsidiaries and associated companies, the Group ) wishes to announce the following: (a) (b) (c) (d) the Company s wholly-owned subsidiary, Centurion Overseas Investments Pte. Ltd. ( COIPL ) has established 3 subsidiaries, (i) New Singapore Subsidiary, (ii) New Jersey Subsidiary and (iii) New Australia Subsidiary (as defined below); the New Australia Subsidiary has been nominated as the trustee and has executed a trust deed to establish Centurion Adelaide Student Village Trust ( CASV Trust ) as the vehicle for the Proposed Acquisition (as defined below) to own the Development Site (as defined below). The New Jersey Subsidiary is the sole holder of units in CASV Trust. the New Australia Subsidiary (in its capacity as trustee of the CASV Trust) ( Purchaser ) has on 29 March 207 entered into a Contract for the Sale and Purchase of Land ( Purchase Contract ) with S.P.G.G. Investments Pty Ltd (in its capacity as trustee of the S.P.G.G. Investments Trust) ( Vendor or SPGG or Developer ) pursuant to which the Vendor agrees to sell and the Purchaser agrees to acquire from the Vendor the Development Site, situated on a plot of land with freehold tenure and land area of 598m 2, at 2 8 Synagogue Place, Adelaide, South Australia, 5000 Australia ( Land ) subject to the terms and conditions contained in the Purchase Contract ( Proposed Acquisition ); and the Purchaser has also on 29 March 207 entered into a development agreement ( Development Agreement ) with SPGG (as Developer) pursuant to which SPGG has agreed to construct or procure the construction of dwell Adelaide (as defined below) and carry out the Works (as defined in the Development Agreement) on the Land in accordance with the covenants, terms and conditions of the Development Agreement ( Proposed Development ).

2 2. INFORMATION ON THE NEW INDIRECT WHOLLY-OWNED SUBSIDIARIES In connection with the Proposed Acquisition and Proposed Development (collectively, ), the following new wholly-owned subsidiaries have been established: (a) Name of company: Centurion Overseas Investments (II) Pte. Ltd. ( New Singapore Subsidiary ) Place of Incorporation: Principal Activity: Initial issued and paidup share capital: Shareholder: Singapore Investment holding S$00, comprising 00,000 ordinary shares COIPL (b) Name of company: Centurion Investments (JS A) Ltd ( New Jersey Subsidiary ) Place of Incorporation: Principal Activity: Initial issued and paidup share capital: Shareholder: Jersey, Channel Islands Investment holding 2.00 comprising 2 shares Centurion Overseas Investments (II) Pte. Ltd. (c) Name of company: Centurion SA Investments Pty Ltd ( New Australia Subsidiary ) Place of Incorporation: Principal Activity: Initial issued and paidup share capital: Shareholder: New South Wales, Australia Provision of trustee services A$2.00 comprising 2 ordinary shares Centurion Overseas Investments (II) Pte. Ltd. As at the date of this announcement ( Announcement ), the book values and net tangible asset values of the shares in the aforesaid new subsidiaries are, as follows: Entity Book value of the shares Net tangible asset value of the shares New Singapore Subsidiary S$00, S$00, New Jersey Subsidiary New Australia Subsidiary A$2.00 A$2.00 The establishment of the aforesaid new subsidiaries and CASV Trust were funded by internal resources and are not expected to have any material impact on the consolidated net tangible assets and earnings per share of the Company for the current financial year. 2

3 3. ABOUT PROJECT ADELAIDE 3. Information on the Development Site and dwell Adelaide The Land and the Existing Building (as defined below) are owned by the Vendor, SPGG, a company registered in Australia (Australian Company Number: ), as trustee of the S.P.G.G. Investments Trust of Level 6, 2-4 Gilles Street, Adelaide SA The Development Site is situated off Rundle Street on the eastern side of Adelaide City Centre, within walking distance to University of Adelaide and University of South Australia and in close proximity to the main Rundle Mall shopping strip. The Land currently retains an existing office/warehouse building ( Existing Building ; the Land and the Existing Building, together referred to as the Development Site ) which will be demolished for redevelopment into a new purpose-built student accommodation to be known as dwell Adelaide ( dwell Adelaide ), as part of a mixed-use development called Frome Central which will include a hotel, serviced apartments and car park. dwell Adelaide is set over ground and 2 levels with a capacity of 280 beds comprising mainly self-contained studios, 2-bedroom and 4-bedroom en-suite apartments, and with vibrant communal facilities, including lounges, TV room, games room and a rooftop terrace. 3.2 Key Terms of the Proposed Acquisition and Proposed Development The key terms of the Proposed Acquisition and Proposed Development are as follows: (a) Aggregate Cost The aggregate cost to be paid by the Purchaser for the Proposed Acquisition and Proposed Development is expected to be approximately A$45.5 million (or S$48.7 million ) (excluding GST, stamp duty and other acquisition related costs) ( Aggregate Cost ), comprising: (i) A$3.5 million (or S$3.75 million ) for the purchase of the Development Site, of which (a) 50% will be paid as deposit upon the expiration of 7 business days of receiving relevant approval from the Treasurer of the Commonwealth Treasurer on the Proposed Acquisition, and (b) the remaining 50% will be paid to the Vendor at Settlement (as defined below); and (ii) A$42.0 million (or S$45.0 million ) for the Proposed Development, of which (a) A$.05 million (or S$.2 million ) will be paid to SPGG (as Developer) at Settlement pursuant to the Purchase Contract, and (b) the remaining A$40.95 million (or S$43.82 million ) will be paid upon Completion (as defined below). The Aggregate Cost was agreed upon following arms length negotiations between the Purchaser and the Vendor on a willing-buyer, willing-seller basis taking into account the valuation of the Development Site. As at March 207, the open market value of the Development Site was approximately A$3.5 million (or S$3.75 million ). The Aggregate Cost payable in cash will be satisfied through a combination of bank borrowings and internal resources of the Company. Based on an exchange rate of A$.00 : S$.07 3

4 (b) Conditions Precedent The Purchase Contract is conditional on the satisfaction of the following conditions precedent: (i) registration of a plan of division and the surrender of a lease so as to permit a certificate of title to be issued in respect of the Land; and (ii) approval by the Australian Foreign Investment Review Board. The Development Agreement is conditional on Settlement (as defined in paragraph (c) below). (c) Settlement and Completion The Settlement of the Proposed Acquisition pursuant to the terms of the Purchase Contract ( Settlement ) is expected to take place working days from the date of signing of the Purchase Contract. The construction of dwell Adelaide pursuant to the terms of the Development Agreement ( Completion ) is expected to be completed in the last quarter of FINANCIAL EFFECTS OF PROJECT ADELAIDE The pro forma financial effects of on the net tangible assets ( NTA ) per share, the earnings per share and the share capital of the Company as set out below are presented for illustrative purposes only and do not reflect the future financial position of the Group following Completion. The pro forma financial effects have been prepared based on the unaudited consolidated financial statements of the Group for the financial year ended 3 December 206 ( FY206 ), being the most recently completed financial year. 4. NTA Purely for illustrative purposes only and assuming that had been completed on 3 December 206, being the end of FY206, the pro forma financial effects on the NTA per share as at 3 December 206 are as follows: Before After NTA (S$ 000) 397, ,626 NTA per share (Singapore cents) Note: Based on a total of 739,964,438 issued ordinary shares (excluding treasury shares) as at 3 December

5 4.2 Earnings Purely for illustrative purposes only and assuming that had been completed on January 206, being the beginning of FY206, the pro forma financial effects on the earnings per share for FY206 are as follows: Before After Profit attributable to shareholders (S$ 000) Weighted average number of shares ( 000) Earnings per share (Singapore cents) 28,707 28, , , Share Capital As no shares will be issued in connection with, will not have any impact on the issued share capital of the Company. 5. RATIONALE FOR THE PROPOSED ACQUISITION AND PROPOSED DEVELOPMENT The Proposed Acquisition and Proposed Development are in the ordinary course of business of the Group and in line with the Group s strategy to grow its student accommodation business and to build on the Group s existing student accommodation portfolio in Australia. Australia is one of the key and growing educational hubs in the world. will enable the Group to further expand its presence into higher education market in Australia. 6. VALUATION OF THE DEVELOPMENT SITE The market valuation of the Development Site was approximately A$3.5 million (or S$3.75 million ) based on a Valuation Report dated March 207 commissioned by Centurion Accommodation (Australia) Pty Ltd (an indirect wholly-owned subsidiary of the Company) and conducted by m3property Strategists ( Valuer ). The valuation was based on the direct comparison approach taking into consideration reported sales transactions of a variety of sites considered to offer short-medium term potential for more intensive development that have occurred within the Adelaide Central Business District. Based on an exchange rate of A$.00 : S$.07 5

6 7. RELATIVE FIGURES UNDER RULE 006 OF THE LISTING MANUAL The applicable relative figures for computed on the bases set out in Rule 006 of the listing manual ( Listing Manual ) of the Singapore Exchange Securities Trading Limited ( SGX-ST ) are as follows: Rule 006 Bases Relative Figures (%) (b) (c) Net profits () of the Development Site compared with the Group s net profits (2) The Aggregate Cost (4) compared with the market capitalisation (5) of the Company Not applicable (3) 6.4 Note: () Net profits is defined as profit before income tax, non-controlling interests and extraordinary items. (2) Based on the latest announced unaudited consolidated financial statements of the Group for FY206, the Group s net profits is approximately S$4.9 million. (3) Not applicable as there is no profit attributable to the Development Site until completion of the construction of dwell Adelaide, which is expected to be in the last quarter of 208. (4) The Aggregate Cost was A$45.5 million (converted to S$48.7 million) based on an exchange rate of A$.00: S$.07. (5) The market capitalisation of the Company is based upon a total number of 739,964,438 ordinary shares in issue (excluding treasury shares) as at 29 March 207, at the volume-weighted average price of S$0.400 per share transacted on 29 March 207, being the market day of the date of the Purchase Contract. 8. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS Save for their interests in the Company, none of the Directors or controlling shareholders of the Company has any interest, direct or indirect, in the Proposed Acquisition, Proposed Development and the aforesaid transactions. 9. SERVICE CONTRACTS OF DIRECTORS No person is proposed to be appointed as a director of the Company in connection with the Proposed Acquisition and Proposed Development. Accordingly, no service contract is proposed to be entered into between the Company and any such person in connection with the Proposed Acquisition and Proposed Development. Based on an exchange rate of A$.00 : S$.07 6

7 0. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the Purchase Contract, Development Agreement and Valuation Report dated March 207 are available for inspection at 45 Ubi Road, #05-0, Singapore during normal business hours for a period of three months commencing from the date of this Announcement. By Order of the Board of Centurion Corporation Limited Kong Chee Min Chief Executive Officer 30 March 207 7