KEPPEL LAND LIMITED (Co. Reg. No. 189000001) (Incorporated in Singapore) PROPOSED DIVESTMENT OF ENTIRE 51% INTEREST IN JAKARTA GARDEN CITY 1. INTRODUCTION Keppel Land Limited ( Keppel Land or the Company ) wishes to announce that its direct wholly-owned subsidiaries, Le-Vision Pte Ltd ( Le-Vision ) and Castlehigh Pte. Ltd. ( Castlehigh ), as vendors (together, the Vendors ), PT Modernland Realty Tbk ( Modernland or the Purchaser ) as purchaser, and William Honoris, as covenantor (the Covenantor ), have today entered into a conditional sale and purchase agreement (the S&P Agreement ) for the sale by the Vendors to the Purchaser of their respective interests in the integrated township, Jakarta Garden City (the Transaction ), comprising: (a) 3,610,290 fully paid shares of Rp. 100,000 each held by Le-Vision in PT Mitra Sindo Sukses ( MSS ), constituting 51% of the total issued share capital of MSS; and 1,224,000 fully paid shares of Rp. 100,000 each held by Castlehigh in PT Mitra Sindo Makmur ( MSM ), constituting 51% of the total issued share capital of MSM, (collectively, the Sale Shares ). Further information relating to the Transaction, including the S&P Agreement, as well as the illustrative financial effects of the Transaction on the Company and its subsidiaries (collectively, the Group ), are set out below. 2. INFORMATION RELATING TO THE TRANSACTION 2.1 Jakarta Garden City Keppel Land entered into the joint venture for the Jakarta Garden City township project in 2004 with Modernland (which is listed on the Indonesia Stock Exchange), with Keppel Land (through Le-Vision and Castlehigh) holding 51% and Modernland holding 49%, respectively, in the joint venture companies, MSS and MSM. Located on 270-ha site in East Jakarta, Jakarta Garden City is to be developed in phases into a modern and integrated township, targeting at the middle to upper-middle market segments. Under the current Master Plan, Jakarta Garden City will eventually house over 4,000 residential units and 850 shophouses, with another 51.6 ha of predominantly commercial/institutional land to be either developed by the joint venture companies or sold to third parties, so as to accelerate the completion of the township, targeted by 2021. About 93% of the 1,287 launched homes and shophouses in the township have been sold to-date. Jakarta Garden City s Phase 1 became the first residential development in Indonesia to be conferred the Green Mark Gold Award by the Building and Construction Authority (BCA) of Singapore in May 2011. The township also bagged the Best Middle Class Residential Development title at the International Real Estate Federation (FIABCI) Indonesia - BNI Prix Page 1 of 5
d'excellence Award 2009 and was runner-up in the Residential (Low Rise) category at the FIABCI Prix d'excellence Awards 2010. 2.2 Principal Terms of the Transaction (a) Sale Consideration The aggregate purchase price payable by Modernland to the Vendors for the Sale Shares is Rp. 2,294,360 million (approximately S$290.5 million) (the Sale Consideration ) and is to be satisfied wholly in cash. The Sale Consideration was negotiated on a willing-buyer and willing-seller basis, taking into account recent transacted prices for comparable large land plots in Greater Jakarta. As at the date of signing of the S&P Agreement, a sum of Rp. 229,436 million (approximately S$29 million) (representing 10% of the Sale Consideration) (the Deposit ) has been paid by Modernland to the Vendors. The Vendors have set aside a withholding tax amount on the Deposit to be paid to Modernland when Modernland provides evidence of its payment of such withholding tax. The balance of the Sale Consideration (less the Deposit, and net of withholding tax) ( Completion Payment Amount ) is payable upon completion of the Transaction in accordance with the terms of the S&P Agreement ( Completion ). Condition Precedent Under the S&P Agreement, the sale and purchase of the Sale Shares is conditional upon the shareholders of Modernland approving the purchase by Modernland of the Sale Shares at the Sale Consideration and (if Modernland is using bank financing as an alternative to fund payment of the Completion Payment Amount ( Alternative Bank Financing ) and if required by law) approving the taking of the Alternative Bank Financing at an extraordinary general meeting of the shareholders of Modernland (including at any adjournment thereof, each meeting or adjourned meeting, the EGM ) to be convened to seek such shareholders approval ( Shareholders Approval ). Subject to fulfilment of the condition precedent under the S&P Agreement, Completion is expected to take place no later than 30 November 2013 or such later date as may be determined by the Vendors (in their sole discretion) and specified in writing by the Vendors to the Purchaser ( Long Stop Date ). (c) Other PrincipalTerms Other principal terms relating to the Transaction, include, inter alia, the following: (i) Modernland shall procure that the EGM shall be convened by not later than 30 September 2013 (which may be extended by the Vendors to 16 October 2013, at the request of Modernland if the extension is required to accommodate the Financial Services Authority, Otoritas Jasa Keuangan (OJK) s timing for approval for the convening of the EGM (the date of 30 September 2013 or the extended date of 16 October 2013, if applicable, shall be referred to as the EGM Target Date )); (ii) the Covenantor confirms and undertakes that he shall procure that certain shareholders of Modernland, together representing approximately 63.26% of the current total issued shares of Modernland, shall attend and vote at the EGM in favour of the resolution to approve the Shareholders Approval and he shall provide to the Vendors documentary evidence that such shareholders Page 2 of 5
have voted in favour of such resolution, and without prejudice to the foregoing, that on or before 26 August 2013, the Covenantor shall procure that each of such shareholders will execute and deliver to the Vendors undertakings in favour of the Vendors to, inter alia, attend and vote all of the shares in Modernland which they legally and/or beneficially hold currently and from time to time, in favour of the resolution to approve the Shareholders Approval, at the EGM; (iii) (iv) the Deposit (net of withholding tax, if paid) shall be retained absolutely by the Vendors in certain circumstances stipulated in the S&P Agreement, including if the EGM is not convened by the EGM Target Date; Shareholders Approval is not obtained due to the Covenantor s failure to comply with his obligations referred to in paragraph 2.2(c)(ii) above or non-compliance with any of the undertakings referred to in paragraph 2.2(c)(ii) by the undertaking parties; or if Completion does not take place due to certain defaults of Modernland, including where Modernland has not used best endeavours to procure the Alternative Bank Financing to enable Completion to take place by the Long Stop Date; and the Deposit (net of withholding tax, if paid, and without interest) shall be refunded to Modernland if the Shareholders Approval is not obtained provided that, inter alia, the EGM is convened on or before the EGM Target Date and all the obligations referred to in paragraph 2(c)(ii) above have been complied with; or Alternative Bank Financing is not obtained despite Modernland s best endeavours to procure the same; or if Completion does not take place due to certain defaults of the Vendors. 3. RATIONALE AND INTENDED USE OF PROCEEDS Keppel Land has gleaned extensive development experience from the Jakarta Garden City township project, adding value and raising the quality and standards of the development into a multi-award winning township. The Transaction will unlock value in Jakarta Garden City for Keppel Land, and together with the experience gained, will enable the Company to pursue other opportunities in Indonesia, with a focus on Jakarta. Keppel Land believes that Indonesia s steady economic growth underpinned by sound fundamentals will continue to drive demand for investment-grade offices and quality homes. 4. FINANCIAL EFFECTS 4.1 Share Capital of the Company The Transaction does not involve the issue or allotment of new shares in Keppel Land ( Shares ). As such, there is no effect on the share capital of the Company. 4.2 Financial Effects of the Transaction on the Group Assuming the Transaction is effected at the Sale Consideration of Rp. 2,294,360 million (approximately S$290.5 million), the Group would expect to realise a net gain of approximately S$186 million and receive net proceeds of approximately S$275 million. Based on the audited consolidated financial statements of the Company for the financial year ended 31 December 2012 ( FY2012 ): Page 3 of 5
(a) had the Transaction been effected on 1 January 2012, the Group's basic earnings per Share for FY2012 would have increased from 55.5 cents to 67.8 cents; and had the Transaction been effected on 31 December 2012, the Group's net tangible assets per Share as at 31 December 2012 would have increased from S$3.99 to S$4.12. 5. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS Based on the information available to the Company as at 24 July 2013, none of the directors or controlling shareholders of the Company has any interest, direct or indirect, in the Transaction. 6. CHAPTER 10 OF THE LISTING MANUAL Under Chapter 10 of the Listing Manual (which governs acquisitions and realisations), where any of the relative figures of an asset purchase or asset sale transaction, computed on the bases in Rule 1006 of the Listing Manual exceeds 5% but is less than 20%, that transaction is classified as a discloseable transaction and shall be subject to announcement but is not subject to shareholders approval. The relative figures for the Transaction, respectively, computed on the bases set out in Rule 1006 of Listing Manual are set out below: Rule 1006 Bases Relative Figures (%) (a) Unaudited net asset value ( NAV ) attributable to the Sale Shares compared with the Group's unaudited net 1.07 (1) asset value as at 30 June 2013 Unaudited net profits attributable to the Sale Shares compared with the Group s unaudited net profits as at 1.04 (2) 30 June 2013 (c) Aggregate value of the consideration for the Sale Shares compared with the market capitalisation of the 5.18 (3) Company as at 23 July 2013, being the market day preceding the date of the S&P Agreement (d) Number of equity securities issued by the Company as consideration for the Transaction, compared with the number of equity securities previously in issue Not applicable (4) Notes: (1) The figure for Rule 1006(a) of the Listing Manual was computed based on the unaudited NAV attributable to the Sale Shares as at 30 June 2013 of approximately S$67.3 million divided by the Group's unaudited NAV as at 30 June 2013 of approximately S$6,273.1 million. (2) The figure for Rule 1006 of the Listing Manual was computed based on the unaudited net profit attributable to the Sale Shares for the half-year ended 30 June 2013 of approximately S$2.2 million divided by the Group's unaudited net profits for the half-year ended 30 June 2013 of approximately S$211.3 million. These figures are stated before income tax, minority interests and extraordinary items. (3) The figure for Rule 1006(c) of the Listing Manual was computed based on the Sale Consideration of approximately S$290.5 million divided by the market capitalisation of the Company as at 23 July 2013 (based on the volume weighted average price of the Shares transacted on such date) of approximately S$5,606.3 million. Page 4 of 5
(4) In respect of Rule 1006(d) of the Listing Manual, there are no equity securities issued by the Company as consideration for the Transaction. The Transaction constitutes a discloseable transaction for the purposes of Chapter 10 of the Listing Manual, and is not subject to the approval of shareholders of Keppel Land as the relative figure under Rule 1006(c) of the Listing Manual exceeds 5% but is less than 20%. 7. DOCUMENT FOR INSPECTION A copy of the S&P Agreement is available for inspection at the registered office of the Company during normal business hours for a period of three months from the date of this Announcement. Choo Chin Teck Company Secretary 24 July 2013 Page 5 of 5