General Announcement::Update Announcement - FIRB Approval and MAE Waiver

CUSCADEN PEAK PTE. LTD.

(Incorporated in the Republic of Singapore)

(Company Registration No.: 202135018H)

PROPOSED ACQUISITION BY CUSCADEN PEAK PTE. LTD. OF ALL THE ISSUED ORDINARY

SHARES IN THE CAPITAL OF SINGAPORE PRESS HOLDINGS LIMITED

BY WAY OF A SCHEME OF ARRANGEMENT

UPDATE ANNOUNCEMENT - (1) RECEIPT OF FIRB APPROVAL AS FINAL REGULATORY APPROVAL TO BE OBTAINED BY CUSCADEN AND (2) WAIVER OF SCHEME CONDITION IN RELATION TO NO MATERIAL ADVERSE EFFECT

1. INTRODUCTION

The Board of Directors of Cuscaden Peak Pte. Ltd. (the "Offeror" or "Cuscaden") refers to inter alia:

1. the joint announcement (the "Cuscaden Joint Announcement") by the Offeror and Singapore Press Holdings Limited (the "Company") to the shareholders of the Company (the "Shareholders") on 15 November 2021 in relation to the proposed acquisition by the Offeror of all the issued and paid-up ordinary shares (the "Shares") in the capital of the Company by way of a scheme of arrangement ("Cuscaden Scheme") under Section 210 of the Companies Act, Chapter 50 of Singapore (the "Companies Act") and the Singapore Code on Take-overs and Mergers (the "Code"); and
2. the update announcement ("Update Announcement") and media release by Cuscaden to the Shareholders on 21 November 2021 in relation to certain updates in respect of the Regulatory Approvals obtained by Cuscaden from the Monetary Authority of Singapore and the Info-Communications Media Development Authority.

Unless otherwise defined, capitalised terms in this Announcement shall bear the same meaning as set out in the Cuscaden Joint Announcement

2. FIRB APPROVAL AS FINAL REGULATORY APPROVAL TO BE OBTAINED BY CUSCADEN

As mentioned in the Cuscaden Joint Announcement, the Cuscaden Scheme is conditional upon the satisfaction and/or waiver (as the case may be) of certain conditions set out in the Cuscaden Implementation Agreement ("Scheme Conditions"), which have been reproduced in the Schedule to this Announcement. The updated status of each Scheme Condition as at the date of this Announcement is also set out in the Schedule to this Announcement.

In particular, Cuscaden would like to update Shareholders that since the Update Announcement, it has received the final outstanding Regulatory Approval to be obtained by Cuscadenunder the Scheme Conditions, being that of clearance from the Foreign Investment Review Board under the Australian Foreign Acquisitions and Takeovers Act 1975 (the "FIRB Approval Condition").

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Accordingly, all Regulatory Approvals to be obtained by Cuscaden under the Scheme Conditions have been received1.

1. WAIVER OF SCHEME CONDITION IN RELATION TO NO MATERIAL ADVERSE EFFECT
   Cuscaden has also entered into a supplemental letter with the Company to unconditionally and irrevocably waive the Scheme Condition reproduced in paragraph 11 of the Schedule to this Announcement in relation to there having been no occurrence of any Material Adverse Effect from the date of the Cuscaden Implementation Agreement up to the Relevant Date (both inclusive) ("No Material Adverse Effect Condition").
   The waiver by Cuscaden of the No Material Adverse Effect Condition shall not operate or be construed as a waiver of a breach or non-fulfilment of any other Scheme Condition.
   With the fulfilment of the FIRB Approval Condition and the waiver of the No Material Adverse Effect Condition, Cuscaden has exhibited its strong commitment to and track record in providing transaction certainty with respect to the Cuscaden Scheme for the benefit of the Shareholders. It is also committed to achieving successful completion of the Cuscaden Scheme expeditiously. Accordingly, Cuscaden will continue to work closely with the Company for the despatch of the Composite Document and convening of the Cuscaden Scheme Meeting as soon as possible, in the interests of Shareholders.
2. RESPONSIBILITY STATEMENT
   The directors of the Offeror (including any who may have delegated detailed supervision of the preparation of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement (excluding information relating to the Company, SPH REIT or the Keppel Scheme or any opinion expressed by the Company, the Keppel Offeror or the IFA) are fair and accurate and that, where appropriate, no material facts which relate to the Offeror have been omitted from this Announcement the omission of which would make any statement in this Announcement misleading. The directors of the Offeror jointly and severally accept responsibility accordingly.
   Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the directors of the Offeror has been to ensure that, through reasonable enquiries, such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. The directors of the Offeror do not accept any responsibility for any information relating to the Company, SPH REIT or the Keppel Scheme or any opinion or rationale expressed by the Company, the Keppel Offeror or the IFA.

1 The remaining Regulatory Approval to be obtained is in respect of the approval-in-principle from the SGX-ST of the Composite Document and for the proposed delisting of the Company from the SGX-ST, which is to be obtained by the Company.

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By order of the board of directors

CUSCADEN PEAK PTE. LTD.

2 December 2021

Any queries relating to this Announcement should be directed to one of the following:

Morgan Stanley Asia (Singapore) Pte.

as Financial Adviser to Cuscaden Peak Pte. Ltd. Tel: [phone]

For media enquiries, please contact:

Klareco Communications Pte. Ltd.

Ms Ang Shih-Huei / Ms Pearl Lam

Tel No: [phone] / [phone]

Email:[e-mail]/[e-mail]

Forward-Looking Statements

All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Offeror's or the Company's (as the case may be) current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors of the Offeror and the Company should not place undue reliance on such forward-looking statements, and neither the Offeror nor the Company undertakes any obligation to update publicly or revise any forward-looking statements.

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SCHEDULE

Scheme Conditions

All capitalised terms used and not defined in this Announcement shall have the same meanings given to them in the Cuscaden Implementation Agreement, a copy of which is available for inspection during normal business hours at the registered office of the Company from the Cuscaden Joint Announcement Date up until the Effective Date. All references to Clauses and Schedules below refer to the clauses and schedules of the Cuscaden Implementation Agreement.

Pursuant to Clause 3.1 of the Cuscaden Implementation Agreement, the Acquisition and the Cuscaden Scheme are conditional upon the satisfaction (or, where applicable, the waiver) of the following conditions precedent to the implementation of the Cuscaden Scheme:

No.			Scheme Condition	Status
1.	Approval by Shareholders for the Cuscaden Scheme: the	To be sought at the Cuscaden
	approval of the Cuscaden Scheme by a majority in number	Scheme Meeting to be convened
	representing three-fourths in value of the Shareholders present	by the Company
	and voting at the Cuscaden Scheme Meeting pursuant to the
	requirements of Section 210(3AB) of the Companies Act;
2.	Approval by Shareholders for the DIS: the approval by the	To be sought at the EGM to be
	Shareholders at the EGM for a distribution-in-specie by the	convened by the Company
	Company of the Relevant SPH REIT Units to each Eligible
	Shareholder as part of the Cuscaden Scheme Consideration;
3.	Completion of the Media Business Restructuring: the	Completed on 1 December 2021
	completion of the Media Business Restructuring (including the
	Conversion on or prior to the Record Date) on or prior to the
	Record Date;
4.	Court Order: the grant of the Scheme Court Order by the Court	To be sought after the Cuscaden
	and such court order having become final;	Scheme Meeting
5.	ACRA Lodgement: the lodgement of the Scheme Court Order	The Scheme Court Order is
	with ACRA in accordance with Section 210(5) of the Companies	targeted to be lodged with ACRA
	Act;			on or around the date falling 10
				Business Days after the close of
				the election period
6.	Regulatory Approvals: (a) all the Regulatory Approvals having	See status as set out in (i) to (v) of
	been obtained or granted and remaining in full force and effect	this Schedule below
	from the date such Regulatory Approvals are obtained or granted,
	up to the Relevant Date, and (b) where relevant, all applicable
	waiting periods in relation to the Regulatory Approvals having
	expired or been terminated;
	(i)	confirmation from the SIC that:	Satisfied
		(a)	Rules 14, 15, 16, 17, 20.1, 21, 22, 28, 29 and 33.2
			and Note 1(b) on Rule 19 of the Code do not apply
			to the Cuscaden Scheme; and
		(b)	the SIC has no objections to the Cuscaden
			Scheme Conditions;
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No.		Scheme Condition	Status
	(ii)	approval-in-principle from the SGX-ST of the Composite	Pending
		Document and for the proposed delisting of the Company
		from the SGX-ST after the Cuscaden Scheme becomes
		effective and binding in accordance with its terms;
	(iii)	approval, pursuant to Section 32B of the	Satisfied
		Telecommunications Act, Chapter 323 of Singapore, from
		the Info-Communications Media Development Authority in
		connection with the acquisition by the Offeror of an indirect
		interest in M1 Limited pursuant to the acquisition of voting
		shares or voting power of the Company arising from the
		Cuscaden Scheme becoming effective in accordance with
		its terms;
	(iv)	approval from the Monetary Authority of Singapore	Satisfied
		necessary for a change in control of the SPH REIT
		Manager and the acquisition of effective control of KBS US
		Prime Property Management Pte. Ltd. arising from the
		Cuscaden Scheme; and
	(v)	clearance from the Foreign Investment Review Board	Satisfied
		under the Australian Foreign Acquisitions and Takeovers
		Act 1975;
7.	No Illegality: between the date of the Cuscaden Implementation	To be determined on the Relevant
	Agreement and up to the Relevant Date, no order, injunction,	Date
	judgment or decree issued by any Governmental Authority or other
	legal restraints or prohibition preventing the consummation of the
	Acquisition or implementation of the Cuscaden Scheme shall be in
	effect;
8.	No Prescribed Occurrence: between the date of the Cuscaden	To be determined on the Relevant
	Implementation Agreement and up to the Relevant Date, no	Date
	Prescribed Occurrence in relation to (a) the Offeror; or (b) any SPH
	Group Company or Woodleigh JV, in each case, occurring other
	than as required or contemplated by the Cuscaden Implementation
	Agreement or the Cuscaden Scheme;
9.	Company Warranties: there having been no material breach by the	To be determined on the Relevant
	Company of its warranties given under the Cuscaden	Date
	Implementation Agreement as at the date of the Cuscaden
	Implementation Agreement and as at the Relevant Date as though
	made on and as at each such date, except to the extent any warranty
	given by it expressly relates to an earlier date (in which case as at
	such earlier date), in each such case, which has resulted in a
	Material Adverse Effect and not been substantially remedied as of
	the Relevant Date and is material in the context of the Cuscaden
	Scheme;
10.	Offeror Warranties: there having been no material breach by the	To be determined on the Relevant
	Offeror of its warranties given under the Cuscaden Implementation	Date
	Agreement as at the date of the Cuscaden Implementation
	Agreement and as at the Relevant Date as though made on and
	as at each such date, except to the extent any warranty given by it
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