SALE OF 10% INTERESTS IN SINGAPORE TIANJIN ECO-CITY INVESTMENT HOLDINGS
PTE. LTD.
Further to its announcement of 1 July 2008 on the joint venture between Singapore Tianjin EcoCity Investment Holdings Pte. Ltd. ("STEC") and Tianjin Eco-City Investment and Development
Co., Ltd to develop the Tianjin Eco-City Project ("Eco-City Project"), Keppel Corporation Limited
(the "Company") wishes to announce that Singbridge International Singapore Pte. Ltd.
("Singbridge"), a wholly-owned subsidiary of Temasek Holdings (Private) Limited, has today
entered into a sale and purchase agreement in relation to, and completed, the acquisition of
1,000,000 ordinary shares in STEC (the "Sale Shares"), representing 10% of the share capital in
STEC, from Substantial Enterprises Limited ("SEL"), a subsidiary of the Company.
In connection with the sale of the Sale Shares by SEL to Singbridge ("Sale"), SEL has also sold,
transferred and assigned to Singbridge a proportion of the shareholders' loans extended by SEL
to STEC, being the amount of US$3,600,000 (the "Relevant Loan").
The aggregate cash consideration for the Sale was S$16,280,564 (the "Consideration"),
comprised of the following:
(a)
S$11,182,964, being the consideration for the Sale Shares; and
(b)
S$5,097,600, being the consideration for the transfer and assignment of the Relevant
Loan to Singbridge (equivalent to US$3,600,000 based on an exchange rate of US$1.00
to S$1.4160, being the average of the US$:S$ bid and offer exchange rate published in
the Business Times on the date immediately preceding the date of this Announcement).
The Consideration was paid in full and in cash.
The Consideration was arrived at on a willing-buyer-willing-seller basis, taking into account,
amongst other factors, the face value of the Relevant Loan, the proportion of SEL’s contributed
capital to STEC in respect of the Sale Shares which was injected into Sino-Singapore Tianjin
Eco-City Investment and Development Co., Ltd., STEC’s net asset value and expenses incurred
by SEL in connection with the Eco-City Project prior to the completion of the Sale. The book value
and the net tangible asset value of the Sale Shares based on STEC's management accounts as
at 31 December 2009 are approximately S$200,000 respectively.
Following the Sale, SEL and Singbridge hold 40% and 10% interests respectively in STEC while
Keppel Group Eco-City Investments Pte. Ltd. continues to hold 50% interest in STEC. Please
refer to the current shareholding structure attached hereto.
Save for Temasek Holdings (Private) Limited, of which Singbridge is a wholly-owned subsidiary,
none of the Company's directors or controlling shareholders has any interest, direct or indirect, in
the Sale. The Sale will not have any material impact on the net tangible assets per share or the
earnings per share of the Company for the current financial year.
Caroline Chang
Company Secretary
23 February 2010
TIANJIN ECO-CITY PROJECT SHAREHOLDING STRUCTURE AFTER
COMPLETION OF THE SALE
KEPPEL
CORPORATION
LIMITED
100%
KEPPEL
CORPORATION
LIMITED
(“COMPANY”)
KEPPEL
INTEGRATED
ENGINEERING
LIMITED
45%
KEPPEL LAND
LIMITED
20%
100%
KEPVENTURE
PTE LTD
35%
KEPPEL LAND
LIMITED
45%
100%
KEPPEL
INTEGRATED
ENGINEERING
LIMITED
OIL (ASIA) PTE.
LTD.
20%
35%
SUBSTANTIAL ENTERPRISES
LIMITED (“SEL”)
KEPPEL GROUP ECO-CITY
INVESTMENTS PTE. LTD.
40%
50%
TIANJIN ECO-CITY
INVESTMENT AND
DEVELOPMENT CO.,
LTD (“TEC”)
50%
10%
SINGAPORE TIANJIN
ECO-CITY INVESTMENT
HOLDINGS PTE. LTD.
(“STEC”)
50%
SINO-SINGAPORE TIANJIN
ECO-CITY INVESTMENT AND
DEVELOPMENT
CO, LTD
(Joint Venture between
TEC and STEC)
SINGBRIDGE
INTERNATIONAL
SINGAPORE PTE. LTD.
(“SINGBRIDGE”)