Microsoft Word - 55266044_1_Sky - Exercise of OAO Announcement_01 (WP181214) v2.DOC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

THE SECURITIES OF KEPPEL DC REIT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

(a real estate investment trust constituted on 17 March 2011 under the laws of the Republic of Singapore)

OFFERING IN RESPECT OF 261,138,000 UNITS ("UNITS") REPRESENTING UNDIVIDED INTERESTS IN KEPPEL DC REIT FOR SUBSCRIPTION AT THE OFFERING PRICE OF S$0.93 PER UNIT COMPRISING: I. AN INTERNATIONAL PLACEMENT OF 207,375,000 UNITS TO INVESTORS, INCLUDING INSTITUTIONAL AND OTHER INVESTORS IN SINGAPORE; AND II. AN OFFERING OF 53,763,000 UNITS TO THE PUBLIC IN SINGAPORE, SUBJECT TO THE OVER-ALLOTMENT OPTION OF UP TO 17,659,000 UNITS (THE "OVER-ALLOTMENT OPTION").

Capitalised terms used herein, unless otherwise defined, have the meanings as defined in the prospectus dated 5 December 2014 registered by the Monetary Authority of Singapore on 5 December 2014 (the "Prospectus").

EXERCISE OF OVER-ALLOTMENT OPTION

As stated in the announcement dated 11 December 2014 in relation to the Offering, Keppel DC Investment Holdings Pte. Ltd., a wholly-owned subsidiary of Keppel Telecommunications & Transportation Ltd (the "Sponsor"), has granted the Joint Bookrunners and Underwriters, an over-allotment option (the "Over-Allotment Option"), exercisable by Credit Suisse (Singapore) Limited (the "Stabilising Manager") on behalf of the Joint Bookrunners and Underwriters, to purchase up to an aggregate of 17,659,000 Units, representing 6.8% of the total number of Units in the Offering, at the Offering Price, solely to cover the over-allotment of the Offering Units.

It is hereby announced that the Stabilising Manager has on 18 December 2014 exercised the Over-Allotment Option in full. Accordingly, no price stabilising action has been, or will be taken in respect of the Units.
DBS Bank Ltd. and Standard Chartered Securities (Singapore) Pte. Limited are the Joint Financial Advisers and Issue Managers to the Offering. DBS Bank Ltd., Standard Chartered Securities (Singapore) Pte. Limited and Credit Suisse (Singapore) Limited are the Joint Global Coordinators to the Offering. DBS Bank Ltd., Standard Chartered Securities (Singapore) Pte. Limited, Credit Suisse (Singapore) Limited, Deutsche Bank AG, Singapore Branch and Goldman Sachs (Singapore) Pte. are the Joint Bookrunners and Underwriters to the Offering.
Following the completion of the exercise of the Over-Allotment Option, the interest of Keppel DC Investment Holdings Pte. Ltd. in the total number of Units in issue will decrease from 32.1% to 30.1%, and the Sponsor's deemed interest in Keppel DC REIT will decrease from 32.1% to 30.1% as well.
Issued jointly by

DBS Bank Ltd. Standard Chartered Securities (Singapore) Pte. Limited Credit Suisse (Singapore) Limited Deutsche Bank AG, Singapore Branch Goldman Sachs (Singapore) Pte.

For and on behalf of

Keppel DC REIT Management Pte. Ltd., as manager of Keppel DC REIT 18 December 2014 IMPORTANT NOTICE

This announcement is for information only and does not constitute an offer, invitation to purchase or solicitation for or solicitation of Units in Singapore or any other jurisdiction nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever.
The value of the Units and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, the Manager, The Trust Company (Asia) Limited, as trustee of Keppel DC REIT, Keppel Telecommunications & Transportation Ltd, as the sponsor to the Offering, the Joint Bookrunners and Underwriters or any of their respective affiliates. An investment in the Units is subject to investment risks, including the possible loss of the principal amount invested. Investors have no right to request that the Manager redeem or purchase their Units while the Units are listed. It is intended that holders of Units may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.
This announcement is not an offer or sale of the Units in the United States. The Units have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Any public offering of the Units in the United States would be made by means of a prospectus that would contain detailed information about Keppel DC REIT, the Manager and its management, as well as financial statements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. The Units are being offered and sold outside the United States (including to institutional and other investors in Singapore) in reliance on Regulation S under the Securities Act.
This announcement is not to be distributed or circulated outside of Singapore. Any failure to comply with this restriction may constitute a violation of United States securities laws or the laws of any other jurisdiction.

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