General Announcement::Joint Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL, SUBSCRIBE FOR OR BUY SECURITIES IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT.

Singapore Press Holdings Limited	Keppel Pegasus Pte. Ltd.
(Incorporated in the Republic of Singapore)	(Incorporated in the Republic of Singapore)
(Company Registration No.: 198402868E)	(Company Registration No.: 202125760H)

JOINT ANNOUNCEMENT

PROPOSED ACQUISITION BY KEPPEL PEGASUS PTE. LTD. OF ALL THE ISSUED ORDINARY SHARES IN THE CAPITAL OF SINGAPORE PRESS HOLDINGS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT

• SPH AND OFFEROR ENTER INTO SUPPLEMENTAL LETTER TO CONTINUE WITH THE IMPLEMENTATION OF THE SCHEME
• INCREASE IN CASH CONSIDERATION
• INCREASED CONSIDERATION IS FINAL
• WAIVER OF SCHEME CONDITION IN RELATION TO NO MATERIAL ADVERSE EFFECT

1. INTRODUCTION

1.1 Joint Announcement. The respective boards of directors of Singapore Press Holdings Limited (the "Company" or "SPH") and Keppel Pegasus Pte. Ltd. (the "Offeror"), a wholly-owned subsidiary of Keppel Corporation Limited ("Keppel") refer to the joint announcement (the "Joint Announcement") released on 2 August 2021 (the "Joint Announcement Date") in relation to the proposal by the Company and the Offeror to undertake a scheme of arrangement (the "Scheme") pursuant to Section 210 of the Companies Act, Chapter 50 of Singapore (the "Companies Act") involving:

1.1.1 SPH REIT DIS: a distribution in specie by the Company (the "DIS") of such number of issued units in SPH REIT (the "SPH REIT Units") which will result in the shareholders of the Company (collectively, the "Shareholders" and each, a "Shareholder") as at the

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Record Date1 (collectively, the "Eligible Shareholders" and each, an "Eligible Shareholder") receiving 0.782 SPH REIT Units (the "Relevant SPH REIT Units") per Share (as defined below); and

1.1.2 Acquisition: upon the DIS taking effect, a proposed acquisition (the "Acquisition") by the Offeror of all the issued and paid-up ordinary shares in the capital of the Company (collectively, the "Shares" and each, a "Share") (excluding the treasury shares) as at the Record Date from the Eligible Shareholders.

All capitalised terms used and not defined herein shall have the same meanings given to them in the Joint Announcement.

1.2 Implementation of the Scheme. The Company and the Offeror (the "Parties") acknowledge that:

1. under the Implementation Agreement, the Company had agreed that subject to (i) the fiduciary duties of its directors; and (ii) compliance with all applicable laws, the Company shall in connection with the implementation of the Scheme, as expeditiously as practicable, take all necessary steps to ensure that the completion of the Media Business Restructuring and the amendment of the constitutional documents of the Company to remove the provisions specific to the Newspaper and Printing Presses Act, Chapter 206 of Singapore (the "NPPA"), will not take effect prior to the conclusion of the Scheme Meeting;
2. the Media Business Restructuring is scheduled to be completed on or around 1 December 2021; and
3. the Regulatory Approvals relating to:
4. 1. the approval of Monetary Authority of Singapore (with respect to a change in control of the SPH REIT Manager); and
   2. the clearance from the Foreign Investment Review Board under the Australian Foreign Acquisitions and Takeovers Act 1975,

have been obtained and remain in full force and effect as of the date of this Announcement.

1.3 Cuscaden Proposal. On 29 October 2021, Cuscaden Peak Pte. Ltd. ("Cuscaden Peak") announced (the "Cuscaden Peak Announcement") that it had on 28 October 2021, submitted to the board of directors of SPH, a proposal to acquire all the Shares (excluding the treasury shares) (the "Cuscaden Proposal"). The Cuscaden Proposal contemplates that the acquisition of all the Shares (excluding the treasury shares) by Cuscaden Peak will be effected by a scheme of arrangement pursuant to Section 210 of the Companies Act or such other method as may be determined by Cuscaden Peak in compliance with the Code at a proposed consideration of S$2.10 in cash for each Share.

1For the purpose of this Announcement, the "Record Date" means a record date to be announced by the Company on which the Transfer Books and the Register of Members of the Company will be closed in order to determine the entitlements of the Eligible Shareholders in respect of the Scheme and the DIS.

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1. Revision to the Terms of the Scheme. The Parties have today entered into a supplemental letter (the "Supplemental Letter") to amend the Implementation Agreement and revise the terms of the Scheme ("Keppel's Revised Offer") as set out in this Announcement.
   Save as set out in this Announcement, the terms of the Scheme as described in the Joint Announcement remain unchanged.
2. To Continue with the Implementation of the Scheme. Notwithstanding the Cuscaden Proposal, and given Keppel's Revised Offer, the Parties agree to continue with the implementation of the Scheme after taking into consideration the following:
3. 1. the fact that the Parties would like Shareholders to consider the Scheme that is a result of a thorough and orderly two-stage process to solicit and evaluate proposals from a number of potentially interested parties;
   2. the Offeror's willingness to revise the Consideration, which will be higher than the price indicated in the Cuscaden Proposal as at the date of this Announcement;
   3. the fact that all the Regulatory Approvals referred to in paragraph 1.2.3 of this Announcement have been obtained and remain in full force and effect as of the date of this Announcement;
   4. the fact that the Offeror's offer pursuant to the Scheme is not subject to any regulatory approval from the Infocomm Media Development Authority of Singapore (with respect to SPH's indirect interest in M1 Limited); and
   5. the Offeror's willingness to waive the Scheme Condition (as defined below) reproduced in paragraph (xii) of the Schedule to this Announcement relating to Material Adverse Effect.

Based on the foregoing, the Company acknowledges that the Offeror's offer pursuant to the Scheme (as supplemented by the Supplemental Letter) is superior to the Competing Offer from Cuscaden Peak and will undertake to call for the Scheme Meeting in accordance with the terms of the Supplemental Letter as set out in paragraph 3 of this Announcement. In view of the Company's obligations under the Supplemental Letter, the Company will only enter into any legally binding agreement with any person who proposes to undertake or give effect to a Competing Offer by way of a scheme of arrangement, including but not limited to Cuscaden Peak, on or before 16 November 2021.

2. KEPPEL'S REVISED OFFER - INCREASE IN THE CONSIDERATION FOR THE SCHEME

2.1 Increase in Cash Consideration. The Cash Consideration for each Share has been increased such that if the Scheme becomes effective in accordance with its terms, the total consideration to be received by an Eligible Shareholder for each Share (the "Consideration") and the value of such Consideration, are as set out below:

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Consideration breakdown(1)	Value per Share (S$)
0.782 SPH REIT Units(2)	0.798
0.596 issued units in Keppel REIT	0.685
(collectively, the "Keppel REIT Units"
and each, a "Keppel REIT Unit") which
the Offeror will transfer or procure to be
transferred(3)
Cash Consideration (as defined below)	0.868
payable by the Offeror
Total Consideration	2.351

Notes:

1. Assuming that the maximum number of Shares at the Record Date that shall be acquired by the Offeror in connection with the Acquisition and the Scheme shall not exceed 1,617,010,890 Shares based on the following:
2. 1. 1,607,896,806 Shares comprising 1,591,535,037 Shares currently in issue and 16,361,769 Shares arising from the conversion of the Management Shares;
   2. 6,868,132 Relevant SPH Shares to be transferred to the Media HoldCo pursuant to the Media Business Restructuring; and
   3. 2,245,952 Shares that may be vested under the SPH Performance Share Plan 2016. Any Shares to be vested under the SPH Performance Share Plan 2016 in excess of the 2,245,952 Shares will be cash settled up to a cap of S$4.0 million.
3. The value of the SPH REIT Units is determined based on the closing price of the SPH REIT Units on 9 November 2021, being the date of this Announcement (the "Revision Announcement Date"), being S$1.020 per SPH REIT Unit.
4. The value of the Keppel REIT Units is determined based on the closing price of the Keppel REIT Units on the Revision Announcement Date, being S$1.150 per Keppel REIT Unit.

The increased Consideration is final and the Offeror will not further increase the Consideration.

Further information on the Eligible Shareholders' entitlement to the Consideration is set out in paragraph 2.3 of this Announcement.

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2.2 Benchmarking the Consideration

The implied premium of the Consideration over the relevant closing prices and volume weighted average price ("VWAP") of the Shares are as follows:

Implied Premium of the Consideration over the relevant closing price and VWAP as at 30 March 2021

				Share Price		Premium of
				(S$)		Consideration to
					Share Price
						(%)
Closing price on 30 March 2021,	1.500		56.7
being the date on which the
Company	released	the
announcement in respect of the
undertaking of the strategic review
(the	"Strategic	Review
Announcement Date")
VWAP of the Shares for the 1-	1.375		71.0
month period up to and including
the	Strategic	Review
Announcement Date

Implied Premium of the Consideration over the relevant closing price and VWAP as at the Revision Announcement Date

		Share Price		Premium of
		(S$)		Consideration to
			Share Price
				(%)
Closing price on 9 November	2.160		8.8
2021, being the Revision
Announcement Date
VWAP of the Shares for the 1-	2.079		13.1
month period up to and including
the Revision Announcement Date
VWAP of the Shares for the 3-	1.978		18.9
month period up to and including
the Revision Announcement Date

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