Participating Shareholders will receive S$4.24 for each share cancelled if the proposal is approved by at least 75% of all shares voted by shareholders present and voting at the upcoming EGM and Court Approval is obtained.

Keppel Land Limited (Keppel Land or Company) has announced a proposal to undertake a selective capital reduction exercise (Selective Capital Reduction) to cancel all the shares held by the shareholders of Keppel Land (Participating Shareholders), apart from those held by Keppel Corporation Limited (Keppel Corporation).

Since the delisting of Keppel Land, the Company has received many queries from shareholders on how they could trade their shares. As there is no public market for the shares of Keppel Land, the Selective Capital Reduction will allow Participating Shareholders to realise the value of their investment in Keppel Land.

Keppel Corporation currently owns 99.27% of Keppel Land, with the remaining 0.73% held by various shareholders. The Participating Shareholders will receive S$4.24 for each share cancelled:

  • The cash distribution of S$4.24 per share is the same amount paid to shareholders who had tendered their shares in the 2015 voluntary unconditional cash offer by Keppel Corporation (Offer), after they received the FY2014 dividend of S$0.14 per share.
  • The price of S$4.24 for each share represents a premium of 16.2% over the last transacted price of S$3.65 per share on the Singapore Exchange Securities Trading Limited (SGX-ST) on 20 January 2015, being the last full day of trading in Keppel Land shares on the SGX-ST preceding the date on which the Offer was announced.

Process

The Selective Capital Reduction will involve reducing the share capital of the Company by S$47,911,431.84, comprising approximately 0.73% of the total issued share capital of the Company that is held by the Participating Shareholders.

  • EGM: Keppel Land will convene an extraordinary general meeting (EGM) to seek shareholders' approval of a special resolution for the Selective Capital Reduction. The special resolution requires the approval of at least 75% of all shares voted by shareholders present and voting at the EGM. Keppel Corporation and its concert parties will abstain from voting at the EGM.
  • Court Approval: Upon receiving shareholders' approval, the approval and confirmation by the High Court of the Selective Capital Reduction will then be sought by Keppel Land.

The Selective Capital Reduction will apply to all Participating Shareholders if the special resolution is passed and the Court Order is obtained. Keppel Corporation will then own 100% of Keppel Land.

In the event the Selective Capital Reduction is not successful, all Participating Shareholders will continue to hold shares of Keppel Land and will not receive the cash distribution of S$4.24 per share.

Keppel Land has appointed DBS Bank Ltd. as financial adviser and PrimePartners Corporate Finance Pte. Ltd. as the independent financial adviser to advise its Independent Directors in respect of the Selective Capital Reduction.

Further Information

Further details on the Selective Capital Reduction are set out in the Selective Capital Reduction announcement dated 14 March 2016, and the circular to be despatched to shareholders of Keppel Land in due course.

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About Keppel Land Limited

One of Asia's premier property companies, Keppel Land, a subsidiary of Keppel Corporation Limited, is recognised for its sterling portfolio of award-winning residential developments and investment-grade commercial properties as well as high standards of corporate governance and transparency.

The Company is geographically diversified in Asia, with Singapore and China as its core markets as well as Indonesia and Vietnam as its growth markets.

A leading prime office developer in Singapore, Keppel Land contributes to enhancing the city's skyline with landmark developments such as Marina Bay Financial Centre, Ocean Financial Centre and One Raffles Quay.

The Company is committed to grow its commercial portfolio in key Asian cities. Its portfolio of overseas commercial properties includes Park Avenue Central and Life Hub @ Jinqiao in Shanghai, a Grade A office development in Beijing and Seasons City in the Sino-Singapore Tianjin Eco-City, China, Saigon Centre in Ho Chi Minh City, Vietnam, International Financial Centre Jakarta in Indonesia as well as Junction City Office Tower in Yangon, Myanmar.

The Company is also commencing on Phase 2 of the SM-KL development in Manila, the Philippines. Beyond Asia, the Group has acquired an office building in London, United Kingdom. To strengthen Keppel Land's retail capabilities, the Group has acquired a 75% stake in retail management company, Array Real Estate, which has been renamed Keppel Land Retail Management Pte Ltd.

Keppel Land is Asia's premier home developer with world-class iconic waterfront residences at Keppel Bay and Marina Bay in Singapore. The Group has also ventured into the United States with a residential development in Manhattan, New York.

With a pipeline of about 70,000 homes in Singapore and overseas as well as an increasing commercial presence in the region, Keppel Land is well-positioned to meet the growing demands for quality residential, office and mixed-use developments.

An established property fund manager, Keppel Land has two property fund management vehicles, Keppel REIT Management Limited, the manager of Keppel REIT, a pan-Asian commercial real estate investment trust, and Alpha Investment Partners.

For more information, please contact:

Keppel Group Corporate Communications

Ms Frances Teh
Manager
Tel: (65) 6413 6437
Email: frances.teh@kepcorp.com

Ms Ivana Chua
Assistant General Manager
Tel: (65) 6413 6436
Email: ivana.chua@kepcorp.com

DBS Bank Ltd.

Tel: (65) 6878 2150

Keppel Land Ltd. issued this content on 14 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 14 March 2016 14:38:23 UTC

Original Document: http://www.keppelland.com.sg/Press-Releases_news_item.aspx?sid=6294&date=14 Mar 2016