Keppel Pegasus Pte. Ltd. announced a scheme of arrangement to acquire Singapore Press Holdings Limited (SGX:T39) for SGD 2.2 billion from a group of shareholders on August 2, 2021. Under the terms, Keppel will pay SGD 0.668 in cash and 0.596 in Keppel REIT unit. As of November 9, 2021, Keppel Pegasus Pte. Ltd. has revised cash consideration from SGD 0.668 to SGD 0.868 per share. Cash consideration will be funded from drawing on our various sources of funds, such as internal cash, borrowings or even instruments with equity treatment and money raised from asset monetization plans. Offer is with the intention to delist and privatize Singapore Press Holdings. Break fee is set to SGD 34 million. Based on the Keppel Revision Announcement, the eight weeks restriction imposed by Keppel ceases to apply in the event that: (i) the Singapore Press Holdings shareholders do not approve the Keppel Scheme at the Keppel Scheme Meeting to be held by Singapore Press Holdings or the Keppel Scheme DIS at the extraordinary general meeting to be held by Singapore Press Holdings; (ii) the shareholders of Keppel Corporation Limited do not approve the acquisition by the Keppel Offeror of all the Shares at an extraordinary general meeting to be held by Keppel; or (iii) the Keppel Offeror exercises its switch option in connection with the Keppel Scheme.

Transaction is subject to, amongst others, approvals by 50% + 1 share of Keppel's and 75% of SPH's shareholders at their respective extraordinary general meetings in the coming months, regulatory approvals including approval of Securities Industry Council, the sanction of the Scheme by the High Court of Singapore, completion of the Proposed Restructuring. As per filing dated November 9, 2021 Keppel has obtained the requisite regulatory approval from MAS and FIRB. As of November 24, 2021, the extraordinary general meeting of Keppel is scheduled on December 9, 2021. The transaction is approved by the shareholders of Keppel on December 9, 2021. The proposed transaction is expected to be completed by the end of 2021, but if it stretches out, then it will be by 1Q 2022. The proposed acquisition is accretive to Keppel's earnings on a pro forma basis. As on December 22, 2022, the provision that the scheme meeting in relation to the Keppel Scheme (the “Keppel Scheme Meeting”) shall be held prior to any Alternative Scheme Meeting and the provision that the Company shall not take any action to hold an Alternative Scheme Meeting within eight weeks from the date of the Keppel Scheme Meeting, In view of the SIC Ruling, the Company will proceed to prepare the composite document.

J.P. Morgan (S.E.A.) Limited acted as financial adviser, and WongPartnership LLP acted the legal advisor to Keppel. Credit Suisse (Singapore) Limited acted financial advisor and Allen & Gledhill acted as legal advisor to Singapore Press. An independent financial advisor will be appointed in due course to advise the directors of Singapore Press Holdings Limited, for the purposes of making a recommendation to the Shareholders in connection with the Scheme. Evercore Asia (Singapore) Pte. Ltd acted as financial advisor to Singapore Press Holdings. Tricor Barbinder Share Registration Services acted as registrar to Singapore Press Holdings.

Keppel Pegasus Pte. Ltd. cancelled the acquisition of Singapore Press Holdings Limited (SGX:T39) from a group of shareholders on February 2, 2022. As per the terms The Cut-Off Date has come and passed, and not all of the Scheme Conditions set out in the Keppel Implementation Agreement have been satisfied, nor has the Keppel Scheme become effective in accordance with its terms. Cuscaden Scheme is Superior offer and Singapore Press Holdings will proceed with that offer. The Board has received a notice of arbitration from Keppel Pegasus, alleging that the Company has no right to seek a termination of, or to terminate, the Keppel Implementation Agreement, and seeking various reliefs against the Company, including specific performance of the Company's alleged obligations under the Keppel Implementation Agreement.