Download circular to shareholders

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.
CIRCULAR DATED 7 AUGUST 2013
If you are in any doubt as to the contents herein or as to the course of action that you should
take, you should consult your stockbroker, bank manager, solicitor, accountant or other
professional adviser immediately.
If you have sold or transferred all your shares in the capital of Keppel Corporation Limited
(the “Company”), you should immediately forward this Circular together with the Notice of
Extraordinary General Meeting and Closure of Books and the accompanying Proxy Form to
the purchaser or transferee, or to the bank, stockbroker or agent through whom the sale or
transfer was effected for onward transmission to the purchaser or the transferee.
Singapore Exchange Securities Trading Limited (“SGX-ST”) assumes no responsibility for the
correctness of any of the statements made, reports contained or opinions expressed in this
Circular.
CIRCULAR TO SHAREHOLDERS
in relation to
THE PROPOSED DIVIDEND IN SPECIE OF
UP TO 146,631,000 UNITS IN KEPPEL REIT TO ENTITLED SHAREHOLDERS
IMPORTANT DATES AND TIMES
Last date and time for lodgement of Proxy Form
:
21 August 2013 at 10.30 a.m.
Date and time of Extraordinary General Meeting
:
23 August 2013 at 10.30 a.m.
Place of Extraordinary General Meeting
:
Marina Bay Sands Convention Center
Level 3, Heliconia Ballroom 3401A
10 Bayfront Avenue
Singapore 018956
This page has been intentionally left blank.
IMPORTANT NOTICE TO OVERSEAS SHAREHOLDERS
General
The distribution of this Circular and the Proposed Distribution (as defined herein) may be
prohibited or restricted by law (either absolutely or subject to various relevant securities
requirements, whether legal or administrative, being complied with) in certain jurisdictions
under the relevant securities laws of those jurisdictions. Overseas Shareholders (as defined
herein) are required to inform themselves of and to observe any such prohibition or
restriction at their own expense and without liability to the Company. It is the responsibility
of Overseas Shareholders in such jurisdictions to satisfy themselves as to the full observance
of the laws of the relevant jurisdiction in connection therewith, including the obtaining of
any governmental, exchange control or other consents which may be required, the
compliance with other necessary formalities which are required to be observed and/or
payment of any issue, transfer or other taxes due in such jurisdiction.
This Circular may not be used for the purposes of, and does not constitute, an offer or
invitation in any jurisdiction or in any circumstances in which such offer or invitation is not
authorised or to any person to whom it is unlawful to make such offer or invitation.
1
IMPORTANT NOTICE TO SCRIP-BASED SHAREHOLDERS
Scrip-based Shareholders (as defined herein) should note that entitlements to the Keppel
REIT Units (as defined herein) will be determined on the basis of their holdings of Shares (as
defined herein) appearing in the Register of Members (as defined herein) as at the Books
Closure Date (as defined herein).
Scrip-based Shareholders who have not registered their holdings in the Register of Members,
are requested to take the necessary action to ensure that the Shares owned by them are
registered in their names or in the names of their nominees by the Books Closure Date.
Scrip-based Shareholders should note that they will not be able to trade in such Keppel REIT
Units on the SGX-ST unless they open Securities Accounts (as defined herein) with The
Central Depository (Pte) Limited (“CDP”) for such Keppel REIT Units to be held by CDP and
recorded as such in the Register of Unitholders (as defined herein) maintained by the Unit
Registrar and Unit Transfer Office (as defined herein). Scrip-based Shareholders are therefore
encouraged to open Securities Accounts with CDP.
Scrip-based Shareholders who wish to trade their Keppel REIT Units on the SGX-ST
immediately after the Proposed Distribution should deposit with CDP their physical share
certificates of the Company together with the duly executed instruments of transfer in
favour of CDP no later than 5.00 p.m. on 14 August 2013, which is 12 Market Days prior to
the Books Closure Date, so as to enable CDP to credit their Securities Accounts with their
Shares and thereafter, for CDP to credit their Securities Accounts with the Keppel REIT Units.
In the case of Scrip-based Shareholders who have not opened their Securities Account with
CDP, the Unit Registrar and Unit Transfer Office will send to each such Scrip-based
Shareholder at his address as recorded in the Register of Members a confirmation note
indicating the number of Keppel REIT Units he is entitled to and his entitlements shall be
recorded in the Register of Unitholders. The entries in the Register of Unitholders shall (save
in the case of manifest error) be conclusive evidence of the number of Keppel REIT Units
distributed to each such Scrip-based Shareholder pursuant to the Proposed Distribution, and
whose Keppel REIT Units will be kept by the Unit Registrar and Unit Transfer Office on behalf
of the Scrip-based Shareholder pending further instructions from him.
2
CONTENTS
PAGE
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
INDICATIVE TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
LETTER TO SHAREHOLDERS
1.
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
2.
THE PROPOSED DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
3.
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
4.
INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS . . . . . . . . . . . . . . .
17
5.
DIRECTORS’ RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
6.
EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
7.
ACTION TO BE TAKEN BY SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
8.
INSPECTION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
9.
DIRECTORS’ RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
NOTICE OF EXTRAORDINARY GENERAL MEETING AND CLOSURE OF BOOKS. . . . . . . .
20
PROXY FORM
3
DEFINITIONS
In this Circular, the following definitions apply throughout unless otherwise stated:
“Awards”
:
Contingent awards of Shares granted under the KCL RSP
and/or the KCL PSP
“Board”
:
The board of Directors as at the date of this Circular
“Books Closure Date”
:
2 September 2013 at 5.00 p.m., being the time and date
at and on which the Share Transfer Books and Register
of Members of the Company will be closed to determine
the entitlement of Shareholders to Keppel REIT Units
pursuant to the Proposed Distribution
“CDP”
:
The Central Depository (Pte) Limited
“Companies Act”
:
Companies Act (Chapter 50 of Singapore), as amended
or modified from time to time
“Company” or “KCL”
:
Keppel Corporation Limited
“CPF”
:
Central Provident Fund
“CPF Funds”
:
The CPF account savings of CPF members under the CPF
Investment Scheme – Ordinary Account
“CPFIS Investors”
:
Investors who have subscribed for or purchased Shares
using their respective CPF Funds and which Shares are
held on their behalf by CPF approved agent banks
“CPF Investment Account”
:
The investment account maintained with a CPF
approved agent bank for the purpose of investment of
CPF Funds
“Directors”
:
The directors of the Company as at the date of this
Circular
“EGM”
:
The extraordinary general meeting of the Company to
be held on 23 August 2013, notice of which is given in
the Notice of Extraordinary General Meeting and
Closure of Books set out on pages 20 and 21 of this
Circular (or any adjournment thereof)
“Entitled Shareholders”
:
Shareholders as at the Books Closure Date
“FY”
:
Financial year ended or ending on 31 December of the
relevant year
“Group”
:
The Company and its subsidiaries
“KCL Options”
:
The share options granted under the KCL Share Option
Scheme, adopted at an extraordinary general meeting
of the Company on 7 May 1987 and as modified or
altered from time to time
4
“KCL PSP”
:
The KCL Performance Share Plan adopted by the
Company at an extraordinary general meeting of the
Company on 23 April 2010, as the same may be modified
or altered from time to time
“KCL RSP”
:
The KCL Restricted Share Plan adopted by the Company
at an extraordinary general meeting of the Company on
23 April 2010, as the same may be modified or altered
from time to time
“Keppel REIT”
:
A real estate investment trust constituted pursuant to
the Trust Deed
“Keppel REIT Unit”
:
An undivided interest in Keppel REIT, as provided for in
the Trust Deed
“KREI”
:
Keppel Real Estate Investment Pte. Ltd.
“Latest Practicable Date”
:
30 July 2013, being the latest practicable date prior to
the printing of this Circular
“Listing Manual”
:
The listing manual of the SGX-ST, including any
amendments made thereto up to the Latest Practicable
Date
“Market Day”
:
A day on which the SGX-ST is open for trading in
securities
“Overseas Shareholders”
:
Shareholders whose registered addresses as at the Books
Closure Date, as recorded in the Register of Members or
in the Depository Register maintained by CDP (as the
case may be) for the service of notice and documents,
are outside Singapore
“Proposed Distribution”
:
The proposed dividend in specie of up to 146,631,000
Keppel REIT Units to Entitled Shareholders in proportion
to their shareholdings in the Company, as described in
this Circular
“Register of Members”
:
The register of members and transfer books of the
Company kept in accordance with Section 190 of the
Companies Act
“Register of Unitholders”
:
The register of Unitholders and transfer books of Keppel
REIT
“Scrip-based Shareholders”
:
Shareholders whose Shares are not deposited with CDP
and whose registered addresses as at the Books Closure
Date, as recorded in the Register of Members for the
service of notice and documents, are in Singapore
“Securities Account”
:
Securities account maintained by a Depositor with CDP,
but does not include a securities sub-account
maintained with a Depository Agent
“SGX-ST”
:
Singapore Exchange Securities Trading Limited
5
“Shareholders”
:
Persons who are registered as holders of Shares in the
Register of Members, except that where the registered
holder is CDP, the term “Shareholders” shall, in relation
to such Shares, mean the persons named as Depositors in
the Depository Register and whose Securities Account
are credited with Shares
“Shares”
:
Ordinary shares in the share capital of the Company
“SRS”
:
Supplementary Retirement Scheme
“Substantial Shareholder”
:
In relation to the Company, a person who has an interest
in not less than 5% of the issued voting shares of the
Company
“Temasek”
:
Temasek Holdings (Private) Limited
“Trust Deed”
:
Trust Deed dated 28 November 2005 entered into
between Keppel REIT Management Limited (as manager
of Keppel REIT) and RBC Investor Services Trust
Singapore Limited (as trustee to Keppel REIT)
“Unit Registrar and Unit
Transfer Office”
:
Boardroom Corporate & Advisory Services Pte. Ltd.
(a member of Boardroom Limited)
“Unit Share Market”
:
The unit share market of the SGX-ST which allows
trading of securities in single units
“S$” and “cents”
:
Singapore dollars and cents, respectively
“%” or “per cent.”
:
Per centum or percentage
The terms “Depositor”, “Depository Register” and “Depository Agent” shall have the
meanings ascribed to them respectively in Section 130A of the Companies Act.
The term “subsidiary” shall have the meaning ascribed to it in Section 5 of the Companies
Act.
Words importing the singular shall, where applicable, include the plural and vice versa.
Words importing the masculine gender shall, where applicable, include the feminine and
neuter genders and vice versa. References to persons shall include corporations.
Any reference in this Circular to any enactment is a reference to that enactment as for the
time being amended or re-enacted. Any word defined under the Companies Act or the
Listing Manual or any amendment or modification thereof and not otherwise defined in this
Circular shall, where applicable, have the same meaning ascribed to it under the Companies
Act or the Listing Manual or such amendment or modification thereof, as the case may be.
Any reference to a time of day in this Circular shall be a reference to Singapore time unless
otherwise stated.
Any discrepancies in the tables in this Circular between the listed amounts and the totals
thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be
an arithmetic aggregation of the figures that precede them.
6
INDICATIVE TIMETABLE
The following are the indicative dates and times for the Proposed Distribution:
Last date and time for lodgement of Proxy
Forms for the EGM
:
21 August 2013 at 10.30 a.m.
Date and time of the EGM
:
23 August 2013 at 10.30 a.m.
Books Closure Date
:
2 September 2013 at 5.00 p.m.
Expected date for crediting Keppel REIT Units
into the Securities Accounts of Entitled
Shareholders (being Depositors)
:
13 September 2013
Expected date and time for commencement of
trading of Keppel REIT Units on the SGX-ST
:
13 September 2013 at 9.00 a.m.
Expected date and time for commencement of
trading of odd-lots of Keppel REIT Units on
the temporary odd-lot counter established by
the SGX-ST
:
13 September 2013 at 9.00 a.m.
Expected last day of trading of odd-lots of
Keppel REIT Units on the temporary odd-lot
counter established by the SGX-ST
:
11 October 2013
The timetable above is only indicative and is subject to change. As at the date of this Circular,
the Company does not expect the above timetable to be modified. However, the Company
may, with the approval of the SGX-ST, modify the above timetable subject to any limitation
under any applicable laws. In such an event, the Company will publicly announce the
same through an SGXNET announcement to be posted on the SGX-ST’s website
http://www.sgx.com.
7
KEPPEL CORPORATION LIMITED
(Company Registration No. 196800351N)
(Incorporated in the Republic of Singapore)
Board of Directors
Registered Office
Lee Boon Yang (Chairman and Independent Director)
Choo Chiau Beng (Senior Executive Director and
Chief Executive Officer)
Tony Chew Leong-Chee (Independent Director)
Oon Kum Loon (Independent Director)
Tow Heng Tan (Non-Executive Non-Independent Director)
Alvin Yeo (Independent Director)
Tan Ek Kia (Independent Director)
Danny Teoh (Independent Director)
Tan Puay Chiang (Independent Director)
Teo Soon Hoe (Senior Executive Director)
Tong Chong Heong (Senior Executive Director)
1 HarbourFront Avenue
#18-01 Keppel Bay Tower
Singapore 098632
7 August 2013
To:
The Shareholders of Keppel Corporation Limited
Dear Sir/Madam
PROPOSED DIVIDEND IN SPECIE OF UP TO 146,631,000 UNITS IN KEPPEL REIT TO ENTITLED
SHAREHOLDERS
1.
INTRODUCTION
1.1
Proposed Distribution. On 18 July 2013, the Company announced a proposed
dividend in specie of up to 146,631,000 units in Keppel REIT held by the Company
indirectly through its wholly-owned subsidiary, Keppel Real Estate Investment Pte.
Ltd. (“KREI”).
The Proposed Distribution, which is subject to the approval of Shareholders and such
other approvals as set out in paragraph 2.3.4 below, will be effected by way of a
dividend in specie to Entitled Shareholders in proportion to their shareholdings in the
Company, on the basis of eight (8) Keppel REIT Units for every one hundred (100)
Shares held by Entitled Shareholders as at the Books Closure Date, fractional
entitlements to be disregarded.
No payment will be required from Entitled Shareholders for the Proposed
Distribution. The Keppel REIT Units will be distributed free of encumbrances and
together with all rights attaching thereto on and from the date the Proposed
Distribution is completed. For the avoidance of doubt, the Proposed Distribution is
deemed to be completed on the date of crediting as set out in paragraph 2.3.6(c) of
this Circular, which is expected to be on or about 13 September 2013 (“Date of
Completion”).
Any rights to distributions from Keppel REIT will only accrue to the Entitled
Shareholders on and from the Date of Completion. Entitled Shareholders will have no
right to distributions where the books closure date for determining entitlements to
such distributions fall prior to the Date of Completion.
A copy of the announcement dated 18 July 2013 on the Proposed Distribution is
available on the SGX-ST’s website http://www.sgx.com.
8
1.2
EGM. The Directors are convening the EGM to seek Shareholders’ approval for the
Proposed Distribution, as Article 124 of the Articles of Association of the Company
prescribes that Shareholders’ approval is required for a dividend which is paid wholly
or in part by the distribution of specific assets, including in particular, paid-up shares,
debentures or debentures of any other company. Notice of the EGM and Closure of
Books is set out on pages 20 and 21 of this Circular.
1.3
Circular. The purpose of this Circular is to provide Shareholders with information
relating to, as well as to seek Shareholders’ approval at the EGM for, the Proposed
Distribution.
1.4
SGX-ST. The SGX-ST takes no responsibility for the accuracy of any statements made,
reports contained or opinions expressed in this Circular.
2.
THE PROPOSED DISTRIBUTION
2.1
Information on Keppel REIT. Keppel REIT is established with the objective of
generating stable returns to its unitholders by owning and investing in a portfolio of
quality real estate and real estate-related assets which are income-producing and are
predominantly used for commercial purposes. Keppel REIT was constituted pursuant
to the Trust Deed dated 28 November 2005 (as amended) entered into between
Keppel REIT Management Limited (as manager of Keppel REIT) and RBC Investor
Services Trust Singapore Limited (as trustee to Keppel REIT).
2.2
Rationale for the Proposed Distribution. The Directors believe that the Proposed
Distribution will benefit the Company and Shareholders in the following ways:
(a)
Further enhancing the trading liquidity of Keppel REIT
The Proposed Distribution will further broaden the unitholder base of Keppel
REIT in addition to the increase in free float arising from the previous dividend
in specie completed on 8 May 2013. As at the Latest Practicable Date,
approximately 44.49% of the issued units of Keppel REIT is in public hands
(“Public Unitholders”). Assuming that the Proposed Distribution was completed
as at the Latest Practicable Date, the unitholding of Keppel REIT held by Public
Unitholders will increase to approximately 48.75% 1. An increase in public float
would improve trading liquidity of Keppel REIT.
(b)
Unlocking shareholder value – investment flexibility for Shareholders
The Proposed Distribution will enable Shareholders to individually and directly
participate in the ownership of, and enjoy returns from, securities held in two
separately listed entities without any additional cash outlay.
Shareholders who decide not to keep the Keppel REIT Units can opt to sell all or
such numbers of Keppel REIT Units as the Shareholders may in their absolute
discretion decide in the open market, or to any potential buyers upon the
completion of the Proposed Distribution.
Giving Shareholders a direct unitholding in Keppel REIT enables Shareholders to
directly influence the future direction of Keppel REIT and benefit directly from
any future corporate actions and exercises involving Keppel REIT (for example,
distributions, rights issues, mergers and/or acquisition).
1
Based on the issued capital of KCL and Keppel REIT of 1,807,346,623 Shares and 2,686,820,171 units
respectively as at the Latest Practicable Date.
9
(c)
No material adverse impact on the financial position of the Group
The Proposed Distribution will not result in any material adverse impact on the
financial position of the Group. Purely for illustrative purposes, based on the
audited consolidated financial statements of the Group for the financial year
ended 31 December 2012, there will be a positive impact on the net gearing of
the Group on the assumption that the Proposed Distribution had been
completed on 31 December 2012. Net debt of the Group will decrease as the
balance sheet of Keppel REIT will no longer be consolidated upon the
completion of the Proposed Distribution. KREI’s direct unitholding in Keppel
REIT will be insignificant, and the Company’s interest in Keppel REIT will be
virtually held through Keppel Land Limited.
2.3
Details of the Proposed Distribution
2.3.1
Entitlements. Shareholders who hold Shares in the Company as at the Books Closure
Date will be entitled to the Proposed Distribution (“Entitled Shareholders”). As at the
Latest Practicable Date, the Company has a deemed interest in approximately 51.61%
of the issued units in Keppel REIT comprising:
(a)
150,342,498 Keppel REIT Units, representing approximately 5.59% of the issued
units in Keppel REIT, held through its wholly-owned subsidiary, KREI; and
(b)
1,236,426,635 Keppel REIT Units, representing approximately 46.02% of the
issued units in Keppel REIT, held through a wholly-owned subsidiary of Keppel
Land Limited.
The Proposed Distribution will be effected by way of a dividend in specie of Keppel
REIT Units (held indirectly through KREI) to Entitled Shareholders on the basis of
eight (8) Keppel REIT Units for every one hundred (100) Shares held by Entitled
Shareholders as at the Books Closure Date, fractional entitlements to be disregarded.
The final number of Keppel REIT Units to be received by each Entitled Shareholder
will depend on the total number of issued Shares held by the Entitled Shareholder as
at the Books Closure Date for the Proposed Distribution.
As at the Latest Practicable Date, the issued share capital of the Company comprises
1,807,346,623 Shares. In addition, as at the Latest Practicable Date, there were
outstanding and remaining unexercised KCL Options to subscribe for an aggregate of
25,531,065 Shares. There are no Awards which are due for vesting prior to the Books
Closure Date.
Purely for illustrative purposes:
(a)
Minimum Number of Keppel REIT Units: On the basis of 1,807,346,623 Shares in
issue as at the Latest Practicable Date and assuming no further Shares are issued,
144,587,730 Keppel REIT Units will be distributed pursuant to the Proposed
Distribution (“Minimum Scenario”).
(b)
Maximum Number of Keppel REIT Units: Assuming all of the outstanding options
granted pursuant to the KCL Option Scheme are exercised, up to 146,631,000
Keppel REIT Units will be distributed pursuant to the Proposed Distribution
(“Maximum Scenario”).
10
(c)
(d)
Entitlements: On this basis, an Entitled Shareholder who holds:
(i)
1,000 Shares on the Books Closure Date would receive 80 Keppel REIT Units;
and
(ii)
2,000 Shares on the Books Closure Date would receive 160 Keppel REIT
Units.
Interests of the Company: Assuming that there is no change in (i) the Company’s
deemed interest in Keppel REIT held through its wholly-owned subsidiary, KREI
and a wholly-owned subsidiary of Keppel Land Limited, and (ii) the issued capital
of Keppel REIT of 2,686,820,171 units as at the Latest Practicable Date, the
interest of the Company in Keppel REIT immediately before and after the
Proposed Distribution would be as follows:
Minimum Scenario
Keppel Corporation
Limited
Maximum Scenario
Before
Distribution
After
Distribution
Before
Distribution
After
Distribution
51.61%(1)
46.23%(2)
51.61%(1)
46.16%(3)
Notes:
(1)
Comprising 150,342,498 Keppel REIT Units held through KREI and 1,236,426,635 Keppel REIT
Units held through a wholly-owned subsidiary of Keppel Land Limited.
(2)
Comprising 5,754,768 Keppel REIT Units held through KREI and 1,236,426,635 Keppel REIT
Units held through a wholly-owned subsidiary of Keppel Land Limited.
(3)
Comprising 3,711,498 Keppel REIT Units held through KREI and 1,236,426,635 Keppel REIT
Units held through a wholly-owned subsidiary of Keppel Land Limited.
2.3.2
No Payment Required. Entitled Shareholders will not be required to pay for any
Keppel REIT Units received pursuant to the Proposed Distribution.
2.3.3
Dividend Distribution. The Proposed Distribution will be a dividend in specie made by
the Company to Entitled Shareholders. Please refer to paragraph 3 below for
information regarding the tax treatment of the Proposed Distribution in the hands of
Shareholders.
2.3.4
Conditions for the Proposed Distribution. The Proposed Distribution is subject to the
following:
2.3.5
(a)
the passing of an ordinary resolution by Shareholders to approve the Proposed
Distribution at the EGM; and
(b)
the satisfaction of any regulatory approvals which may be required in
connection with the Proposed Distribution (the “Approvals”).
Financial Effects of the Proposed Distribution. For purposes of illustration, the
financial effects of the Proposed Distribution on the return on equity (“ROE”), net
tangible assets per Share (“NTA per Share”), earnings per Share (“EPS”) and net debt
ratio (“Net Debt Ratio”) of the Group are set out below and have been computed
using the latest audited consolidated financial statements of the Group for the
financial year ended 31 December 2012 on the basis that:
2.3.5.1 the NTA per Share and Net Debt Ratio as at 31 December 2012 have been
prepared on a pro forma basis as if the Proposed Distribution had been
completed on 31 December 2012, being the date to which the latest audited
consolidated financial statements of the Group were made up; and
11
2.3.5.2 the ROE and EPS have been prepared on a pro forma basis as if the Proposed
Distribution had been completed on 1 January 2012, being the start of the
financial year to which the latest audited consolidated financial statements
of the Group relate to.
(a)
ROE
Net Profit(1)(S$’000)
(3)
Average shareholders’ funds
(S$’000)
ROE (%)
Financial
Year ended
31 December 2012
Before Distribution
Pro forma
After Distribution(2)
2,237,299
2,199,031
8,472,664
8,179,912
26.4
26.9
Notes:
(b)
(1)
For the purposes of this calculation, “Net Profit” means profit after tax and noncontrolling interest for the financial year ended 31 December 2012.
(2)
Pro forma figures based on Keppel REIT’s closing price as at the Latest Practicable Date.
(3)
“Average shareholders’ funds” means the average of the shareholders’ funds at the
beginning and end of the financial year ended 31 December 2012.
NTA per Share
As at
31 December 2012
Before Distribution
Pro forma
After Distribution
NTA (S$’000)
9,136,344
8,550,842
Number of issued and paid-up
Shares (’000)
1,797,607
1,797,607
5.08
4.76
Financial
Year ended
31 December 2012
Before Distribution
Pro form
After Distribution(2)
Net Profit(1)(S$’000)
2,237,299
2,199,031
Weighted average number of
issued and paid-up Shares (’000)
1,792,992
1,792,992
124.8
122.6
NTA per Share (S$)
(c)
EPS
Earnings per Share (cents)
Notes:
(1)
For the purposes of this calculation, “Net Profit” means profit after tax and noncontrolling interest for the financial year ended 31 December 2012.
(2)
Pro forma figures based on Keppel REIT’s closing price as at the Latest Practicable Date.
12
(d)
Net Debt Ratio
As at
31 December 2012
Before Distribution
Pro forma
After Distribution
Net debt (S$’000)
3,152,723
959,001
Capital employed (S$’000)
13,578,126
12,174,092
0.23
0.08
Net debt ratio (times)
2.3.6
Shareholders’ Entitlement to the Keppel REIT Units
(a)
Books Closure Date. Subject to the Proposed Distribution being approved by
Shareholders at the EGM and satisfaction of the Approvals, the Share Transfer
Books and Register of Members of the Company will be closed on 2 September
2013 at 5.00 p.m. for the purpose of determining the entitlement of
Shareholders to the Proposed Distribution.
(b)
Entitlement to Keppel REIT Units. Pursuant to the Proposed Distribution,
Entitled Shareholders will receive eight (8) Keppel REIT Units for every one
hundred (100) Shares held by them as at the Books Closure Date, fractional
entitlements to be disregarded, except that Keppel REIT Units which would
otherwise be distributed to Overseas Shareholders pursuant to the Proposed
Distribution will be dealt with in the manner described in paragraph 2.3.6(i)
“Overseas Shareholders” of this Circular. The final number of Keppel REIT Units
to be received by each Entitled Shareholder will depend on the total number of
issued Shares held by the Entitled Shareholder as at the Books Closure Date.
(c)
Date of Crediting and Date of Despatch. Subject to Approvals being obtained, it
is expected that the Securities Accounts of Entitled Shareholders who are
Depositors will be credited with Keppel REIT Units on or about 13 September
2013. CDP will send such Depositor a notification letter confirming the number
of Keppel REIT Units that has been credited to his Securities Account. Entitled
Shareholders who are not Depositors will be credited with Keppel REIT Units on
or about 13 September 2013 by the entry of their names on the Register of
Unitholders maintained by the Unit Registrar and Unit Transfer Office.
(d)
Shareholders (being Depositors) whose Shares are deposited with CDP. In the
case of Shareholders (being Depositors), entitlements to the Keppel REIT Units
will be determined on the basis of the number of Shares standing to the credit
of their respective Securities Accounts as at the Books Closure Date.
Shareholders (being Depositors) are requested to take the necessary action to
ensure that the Shares owned by them are credited to their Securities Accounts
by the Books Closure Date.
(e)
Scrip-based Shareholders whose Shares are not deposited with CDP. In the case
of Scrip-based Shareholders, entitlements to the Keppel REIT Units will be
determined on the basis of their holdings of Shares appearing in the Register of
Members as at the Books Closure Date.
Scrip-based Shareholders who have not already done so, are requested to take
the necessary action to ensure that the Shares owned by them are registered in
their names or in the names of their nominees in the Register of Members by the
Books Closure Date.
13
Scrip-based Shareholders who wish to have Keppel REIT Units credited to their
Securities Accounts pursuant to the Proposed Distribution or wish to trade their
Keppel REIT Units on the SGX-ST immediately after the Proposed Distribution
should deposit with CDP their physical share certificates of the Company
together with the duly executed instruments of transfer in favour of CDP no
later than 5.00 p.m. on 14 August 2013, which is 12 Market Days prior to the
Books Closure Date, so as to enable CDP to credit their Securities Accounts with
their Shares and thereafter, for CDP to credit their Securities Accounts with
Keppel REIT Units.
Scrip-based Shareholders should note that they will not be able to trade in such
Keppel REIT Units on the SGX-ST unless they open Securities Accounts with CDP
for such Keppel REIT Units to be held by CDP and recorded as such in the Register
of Unitholders maintained by the Unit Registrar and Unit Transfer Office.
Scrip-based Shareholders are therefore encouraged to open Securities Accounts
with the CDP.
In the case of Scrip-based Shareholders who have not opened their Securities
Account with CDP, the Unit Registrar and Unit Transfer Office will send to each
such Scrip-based Shareholder at his address as recorded in the Register of
Members a confirmation note indicating the number of Keppel REIT Units he is
entitled to and his entitlements shall be recorded in the Register of Unitholders.
The entries in the Register of Unitholders shall (save in the case of manifest
error) be conclusive evidence of the number of Keppel REIT Units distributed to
each Scrip-based Shareholders pursuant to the Proposed Distribution.
(f)
CPFIS Investors. In the case of CPFIS Investors, entitlements to the Keppel REIT
Units will be determined on the basis of the number of Shares held by the CPF
agent banks on behalf of each CPFIS Investor as at the Books Closure Date.
Following the Books Closure Date, CDP will credit the Keppel REIT Units
attributable to CPFIS Investors pursuant to the Proposed Distribution to the
Securities Accounts of their CPF agent banks, and the CPF agent banks will
update their records accordingly.
(g)
Investors whose Shares were purchased using SRS funds. In the case of investors
who have purchased Shares using their SRS funds, entitlements to the Keppel
REIT Units will be determined on the basis of the number of Units held by the
relevant approved banks on behalf of each such investor as at the Books Closure
Date. Following the Books Closure Date, CDP will credit the Keppel REIT Units
attributable to such investors pursuant to the Proposed Distribution to the
Securities Accounts of the relevant approved banks, and the relevant approved
banks will update their records accordingly.
(h)
Investors whose Shares are held through a finance company and/or a
Depository Agent. In the case of investors who hold Shares through a finance
company and/or a Depository Agent, entitlements to the Keppel REIT Units will
be determined on the basis of the number of Shares held by the finance
companies and/or the Depository Agents on behalf of each such investor as at
the Books Closure Date. Following the Books Closure Date, CDP will credit the
Keppel REIT Units attributable to such investors pursuant to the Proposed
Distribution to the Securities Accounts of the finance companies and/or the
Depository Agents.
14
(i)
Overseas Shareholders. The distribution of this Circular and the Proposed
Distribution may be prohibited or restricted (either absolutely or subject to
various relevant securities requirements, whether legal or administrative, being
complied with) in certain jurisdictions under the relevant securities laws of those
jurisdictions. Overseas Shareholders are required to inform themselves of and to
observe any such prohibition or restriction at their own expense and without
liability to the Company.
For practical reasons and in order to avoid violating applicable securities laws
outside Singapore, the Keppel REIT Units will not be distributed to Overseas
Shareholders who have not at least three (3) market days prior to the Books
Closure Date provided the Company’s Share Registrar (B.A.C.S. Private Limited at
63 Cantonment Road, Singapore 089758) or CDP, as the case may be, with
addresses in Singapore for the service of notices or documents in accordance
with the foregoing.
Arrangements will be made for the distribution of Keppel REIT Units which
would otherwise have been distributed to such Overseas Shareholders to be
distributed to such person(s) as the Directors may appoint, who shall sell these
Keppel REIT Units at prices prevalent at the time of sale and thereafter distribute
the aggregate amount of the net proceeds, after deducting all dealing and other
expenses in connection therewith, proportionately among such Overseas
Shareholders according to the respective Keppel REIT Units they would
otherwise have been entitled to as at the Books Closure Date in full satisfaction
of their rights to the Keppel REIT Units.
Where the net proceeds to which any particular Overseas Shareholder is entitled
is less than S$10.00, such net proceeds shall be retained for the benefit of the
Company, and no Overseas Shareholder shall have any claim whatsoever against
the Company or CDP in connection therewith.
Shareholders should note that the special arrangements described above will
apply only to Overseas Shareholders.
For the avoidance of doubt, even if an Overseas Shareholder has provided a
Singapore address as aforesaid, the distribution of Keppel REIT Units to him will
be subject to compliance with applicable securities laws outside Singapore to the
extent reasonably practicable.
(j)
Odd-Lot Trading. For the purposes of trading on the Main Board of the SGX-ST,
each board lot of Keppel REIT Units will comprise 1,000 Keppel REIT Units.
Following the Proposed Distribution, the Securities Accounts of Entitled
Shareholders who are Depositors may be credited with odd lots of Keppel REIT
Units (i.e. lots other than board lots of 1,000 Keppel REIT Units). Entitled
Shareholders who receive odd lots of Keppel REIT Units pursuant to the
Proposed Distribution should note that the Company has applied for and
obtained the approval of the SGX-ST for the establishment of a temporary
counter for the trading of Keppel REIT Units in board lot of 1 Keppel REIT Unit
for a period of one calendar month from the date that the Keppel REIT Units are
credited to the Securities Accounts of the Entitled Shareholders (“Concession
Period”) for their convenience.
15
The Company has arranged for DBS Vickers Securities (S) Pte Ltd, OCBC Securities
Private Limited and UOB Kay Hian Pte Ltd to offer concessionary brokerage rates
for the trading in odd lots of Keppel REIT Units during the Concession Period.
The brokerage fee payable by those who trade on the temporary odd-lot
counter during the Concession Period through the three (3) securities houses
above are as follows:
Minimum brokerage fee,
provided the number of
Keppel REIT Units traded
in any one contract does
not exceed 999 Keppel
REIT Units
DBS Vickers
Securities (S)
Pte Ltd
OCBC Securities
Private Limited
UOB Kay Hian
Pte Ltd
S$20.00 per
contract (via a
broker or the
internet).
S$20.00 per
contract (via a
broker or the
internet).
S$20.00 per
contract (via a
broker or the
internet).
For trades in lots of 1,000 Keppel REIT Units or higher, the usual brokerage fee
applies.
After the Concession Period, Unitholders who hold odd-lots of Keppel REIT Units
can continue to trade in odd-lots on the Unit Share Market of the SGX-ST which
allows trading of securities in single units.
(k)
Adjustments to KCL Options and Awards. The Company may make adjustments
to the KCL Options and Awards to take into account the Proposed Distribution.
If adjustments to the KCL Options and Awards are made, the Company will
communicate details of such adjustments separately to holders of such KCL
Options and Awards.
3.
TAXATION
3.1
Dividend. As the Company is a tax resident of Singapore, any dividends paid or
distributed (whether in cash or in specie) by the Company will be tax exempt
(one-tier) dividends which is exempt from income tax in Singapore in the hands of the
Entitled Shareholders. Accordingly, as the Proposed Distribution is a dividend in
specie, it will be exempted from Singapore income tax when received by the Entitled
Shareholders.
3.2
Entitled Shareholders’ Own Tax Position. Entitled Shareholders should note that the
foregoing statements are not to be regarded as an advice or the tax position of any
shareholder in Singapore or in other jurisdictions, or on any tax implication arising
from the Proposed Distribution. If any Entitled Shareholder is in doubt as to his tax
position in Singapore or in other jurisdictions, or any tax implication arising from the
Proposed Distribution, he should consult his own professional advisers.
16
4.
INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
4.1
Directors’ Interests in Shares. Based on the Register of Director’s Shareholdings as at
the Latest Practicable Date, the interests of the Directors in the Shares are as follows:
No.
%(1)
No.
%(1)
Number of Shares
comprised in
outstanding KCL
Options/Awards
53,000
n.m.(5)
–
–
–
4,627,032
0.26
220,000
0.01
1,380,532(2)
20,000
n.m.
–
–
–
Name of Shares
Direct Interest
Indirect Interest
Name of Director
Lee Boon Yang
Choo Chiau Beng
Tony Chew Leong-Chee
(5)
–
Oon Kum Loon
63,200
n.m.
44,000
n.m.
Tow Heng Tan
19,888
n.m.
28,789
n.m.
–
Alvin Yeo
15,225
n.m.
32,000
n.m.
–
Tan Ek Kia
6,825
n.m.
–
–
–
Danny Teoh
31,825
n.m.
–
–
–
Tan Puay Chiang
23,600
n.m.
7,103
n.m.
–
Teo Soon Hoe
5,241,365
0.29
–
–
2,930,140(3)
Tong Chong Heong
2,514,640
0.14
–
–
1,916,820(4)
Notes:
(1)
Based on the total issued and paid-up ordinary share capital of 1,807,346,623 Shares as at the Latest
Practicable Date.
(2)
Of the 1,380,532 Shares:
(3)
(4)
(5)
(a)
594,000 Shares are comprised in KCL Options granted to Choo Chiau Beng;
(b)
47,812 Shares are comprised in conditional Awards, released to Choo Chiau Beng pursuant to
the KCL RSP, on satisfaction of performance conditions being met; and
(c)
738,720 Shares are comprised in conditional Awards, granted to Choo Chiau Beng pursuant to
the KCL PSP subject to performance conditions being met.
Of the 2,930,140 Shares:
(a)
2,530,000 Shares are comprised in KCL Options granted to Teo Soon Hoe;
(b)
30,780 Shares are comprised in conditional Awards, released to Teo Soon Hoe pursuant to the
KCL RSP, on satisfaction of performance conditions being met; and
(c)
369,360 Shares are comprised in conditional Awards, granted to Teo Soon Hoe pursuant to the
KCL PSP subject to performance conditions being met.
Of the 1,916,820 Shares:
(a)
1,332,000 Shares are comprised in KCL Options granted to Tong Chong Heong;
(b)
30,780 Shares are comprised in conditional Awards, released to Tong Chong Heong pursuant
to the KCL RSP, on satisfaction of performance conditions being met; and
(c)
554,040 Shares are comprised in conditional Awards, granted to Tong Chong Heong pursuant
to the KCL PSP subject to performance conditions being met.
Not meaningful.
17
4.2
Substantial Shareholders’ Interest in Shares. Based on the Register of Substantial
Shareholders as at the Latest Practicable Date, the interests of the Substantial
Shareholders in the Shares are as follows:
Name of Substantial
Shareholder
Number of Shares
Indirect Interest
Direct Interest
Total Interest
No.
%(1)
No.
%(1)
No.
%(1)
Temasek Holdings
(Private) Limited
371,408,292
20.55
6,831,551(2)
0.38
378,239,843
20.93
Aberdeen Asset
Management PLC
–
–
108,172,900(3)
5.99
108,172,900
5.99
Aberdeen Asset
Management Asia
Limited
–
–
103,639,900(4)
5.73
103,639,900
5.73
Notes:
5.
(1)
Based on the total issued and paid-up ordinary share capital of 1,807,346,623 Shares as at the Latest
Practicable Date.
(2)
Temasek Holdings (Private) Limited is deemed to be interested in an aggregate of 6,831,551 shares
in which its subsidiaries and associate companies have an interest.
(3)
Aberdeen Asset Management PLC (AAMPLC) is deemed to be interested in an aggregate of
108,172,900 shares held by various accounts managed or advised by AAMPLC over which AAMPLC has
disposal and voting rights.
(4)
Aberdeen Asset Management Asia Limited (AAMAL) is deemed to be interested in an aggregate of
103,639,900 shares held by various accounts managed or advised by AAMAL over which AAMAL has
disposal and voting rights.
DIRECTORS’ RECOMMENDATION
Having considered the terms and the rationale for the Proposed Distribution, the
Directors are of the opinion that the Proposed Distribution is in the interests of the
Company and the Shareholders. Accordingly, the Directors recommend that
Shareholders vote in favour of the ordinary resolution relating to the Proposed
Distribution as set out in the Notice of EGM and Closure of Books on pages 20 and 21
of this Circular.
6.
EXTRAORDINARY GENERAL MEETING
The EGM, notice of which is out on pages 20 and 21 of this Circular, will be held on
23 August 2013 at Marina Bay Sands Convention Center, Level 3, Heliconia Ballroom
3401A, 10 Bayfront Avenue, Singapore 018956 at 10.30 a.m. for the purpose of
considering and, if thought fit, passing with or without any modifications, the
ordinary resolution as set out in the Notice of EGM and Closure of Books.
7.
ACTION TO BE TAKEN BY SHAREHOLDERS
7.1
Appointment of Proxies. If a Shareholder is unable to attend the EGM and wishes to
appoint a proxy to attend and vote on his behalf, he should complete, sign and return
the attached Proxy Form in accordance with the instructions printed thereon as soon
as possible and, in any event, so as to reach the registered office of the Company at
1 HarbourFront Avenue, #18-01 Keppel Bay Tower, Singapore 098632 not later than
10.30 a.m. on 21 August 2013. Completion and return of the Proxy Form by a
Shareholder does not preclude him from attending and voting at the EGM in place of
the proxy if he so wishes.
18
7.2
Note for Depositors. A Depositor shall not be regarded as a Shareholder entitled to
attend, speak and vote at the EGM unless he is shown to have Shares entered against
his name in the Depository Register, as certified by CDP 48 hours before the time
appointed for holding the EGM.
8.
INSPECTION OF DOCUMENTS
The following documents are available for inspection at the registered office of the
Company during normal business hours on any weekday (public holidays excluded)
from the date of this Circular up to and including the date of the EGM:
9.
(a)
the Memorandum and Articles of Association of the Company; and
(b)
the Annual Report of the Company for the financial year ended 31 December
2012.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors collectively and individually accept full responsibility for the accuracy of
the information given in this Circular and confirm, after making all reasonable
enquiries, that to the best of their knowledge and belief, this Circular constitutes full
and true disclosure of all material facts about the Proposed Distribution, and about
the Company and its subsidiaries which are relevant to the Proposed Distribution, and
the Directors are not aware of any facts the omission of which would make any
statement in this Circular misleading.
Where any information in this Circular has been extracted from published or
otherwise publicly available sources or obtained from a named source, the sole
responsibility of the Directors has been to ensure that such information is accurately
and correctly extracted from these sources and/or reproduced in this Circular in its
proper form and context.
Yours faithfully
For and on behalf of the Board of Directors of
KEPPEL CORPORATION LIMITED
Lee Boon Yang
Chairman
19
KEPPEL CORPORATION LIMITED
(Company Registration No. 196800351N)
(Incorporated in the Republic of Singapore)
NOTICE OF EXTRAORDINARY GENERAL MEETING AND CLOSURE OF BOOKS
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Keppel Corporation
Limited (“Company”) will be held at Marina Bay Sands Convention Center, Level 3, Heliconia
Ballroom 3401A, 10 Bayfront Avenue, Singapore 018956 on 23 August 2013 at 10.30 a.m. for
the purpose of considering and, if thought fit, passing with or without any modifications, the
following resolution which will be proposed as an Ordinary Resolution:
ORDINARY RESOLUTION – THE PROPOSED DISTRIBUTION
That pursuant to Article 124 of the Articles of Association of the Company:
(a)
subject to the satisfaction of the Approvals (as defined in paragraph 2.3.4 of the circular
dated 7 August 2013 (the “Circular”)), the Company makes a distribution of up to
146,631,000 units in Keppel REIT (“Keppel REIT Units”) held by the Company through its
wholly-owned subsidiary, Keppel Real Estate Investment Pte. Ltd. by way of a dividend
in specie (“Proposed Distribution”) on the basis of eight (8) Keppel REIT Units for every
one hundred (100) ordinary shares in the share capital of the Company (“Shares”) held
by shareholders of the Company (“Shareholders”) as at the Books Closure Date (as
defined below and in the Circular), fractional entitlements to be disregarded, free of
encumbrances and together with all rights attaching thereto on and from the date the
Proposed Distribution is completed, except that for practical reasons and in order to
avoid violating applicable securities laws outside Singapore, the Keppel REIT Units will
not be distributed to any Shareholder whose registered address as at Books Closure
Date (as recorded in the Register of Members of the Company or in the Depository
Register maintained by The Central Depository (Pte) Limited (“CDP”)) for the service of
notice and documents is outside Singapore (“Overseas Shareholder”) and who have not
at least three (3) market days prior to the Books Closure Date provided the Company’s
Share Registrar (B.A.C.S. Private Limited at 63 Cantonment Road, Singapore 089758) or
CDP, as the case may be, with addresses in Singapore for the service of notices or
documents in accordance with the foregoing and such Keppel REIT Units shall be dealt
with in the manner set out in paragraph (c) below;
(b)
any resulting fractional Keppel REIT Units be aggregated and held by the Company for
such purpose as the directors of the Company (“Directors”) deem fit;
(c)
arrangement be made for the distribution of Keppel REIT Units which would otherwise
have been distributed to the Overseas Shareholders pursuant to the Proposed
Distribution to be distributed to such person(s) as the Directors may appoint, who shall
sell such Keppel REIT Units at prices prevalent at the time of sale and thereafter
distribute the aggregate amount of the net proceeds, after deducting all dealing and
other expenses in connection therewith, proportionately among such Overseas
Shareholders according to the respective Keppel REIT Units they would otherwise have
been entitled to as at the Books Closure Date in full satisfaction of their rights to the
Keppel REIT Units, provided that where the net proceeds to which any particular
Overseas Shareholder is entitled is less than S$10.00, such net proceeds shall be retained
for the benefit of the Company, and no Overseas Shareholder shall have any claim
whatsoever against the Company or CDP in connection therewith;
20
(d)
the Directors and each of them be and are hereby authorised to determine the amount
to be appropriated out of the retained profits of the Company to meet the value of the
Keppel REIT Units to be distributed to the Entitled Shareholders; and
(e)
the Directors and each of them be and are hereby authorised and empowered to
complete and to do all such acts and things, decide all questions and exercise all
discretions (including approving, modifying and executing all documents) as they may
consider necessary or expedient in connection with the Proposed Distribution and/or to
give effect to the Proposed Distribution.
NOTICE IS ALSO HEREBY GIVEN THAT:
(a)
the Share Transfer Books and the Register of Members of the Company will be closed on
2 September 2013 at 5.00 p.m. (“Books Closure Date”) for the purpose of determining
the entitlements of Shareholders to Keppel REIT Units pursuant to the Proposed
Distribution. Duly completed transfers received by the Company’s Share Registrar
(B.A.C.S Private Limited at 63 Cantonment Road, Singapore 089758) up to the close of
business at 5.00 p.m. on 2 September 2013 will be registered to determine Shareholders’
entitlement to the Proposed Distribution. The Proposed Distribution if approved at this
Extraordinary General Meeting will be distributed on 13 September 2013; and
(b)
the electronic copy of the Circular in relation to the Proposed Distribution will be
published on the Company’s website on 7 August 2013. The Company’s website address
is http://www.kepcorp.com, and the electronic copy of the Circular can be viewed or
downloaded from the “Media Releases and SGX Announcements” section, which can be
accessed from the main menu “Media Centre”. To view the electronic copy of the
Circular, you will need the Adobe Reader installed on your computer, which can be
downloaded free of charge at http://get.adobe.com/reader.
BY ORDER OF THE BOARD
Caroline Chang/Kenny Lee
Company Secretaries
Singapore
7 August 2013
Notes:
1.
A member of the Company entitled to attend and vote at the Extraordinary General Meeting of the
Company is entitled to appoint not more than two proxies to attend and vote instead of him. Such
proxy need not be a member of the Company.
2.
The instrument appointing a proxy or proxies must be lodged at the registered office of the Company
at 1 HarbourFront Avenue, #18-01 Keppel Bay Tower, Singapore 098632, not less than 48 hours before
the time appointed for the Extraordinary General Meeting.
21
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IMPORTANT:
1. For investors who have used their CPF monies to buy
Keppel Corporation Limited’s shares, this Circular is
forwarded to them at the request of their CPF Approved
Nominees and is sent solely FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and
shall be ineffective for all intents and purposes if used or
purported to be used by them.
3. CPF investors who wish to attend the Extraordinary
General Meeting as observers have to submit their
requests through their CPF Approved Nominees so that
their CPF Approved Nominee may register, within the
specified timeframe, with the Company’s Share Registrar.
(CPF Approved Nominee: Please refer to Note No. 7 on
the reverse side of this form on the required details.)
EXTRAORDINARY GENERAL MEETING
4. CPF investors who wish to vote must submit their voting
instructions to their CPF Approved Nominees to enable
them to vote on their behalf.
(Name)
I/We,
(NRIC/Passport Number)
(Address)
of
being a Shareholder(s) of KEPPEL CORPORATION LIMITED (the “Company”) hereby appoint:
Name
Address
NRIC/Passport
Number
Proportion of
Shareholdings
No. of Shares
%
and/or (delete as appropriate)
Name
Address
NRIC/Passport
Number
Proportion of
Shareholdings
No. of Shares
%
as my/our proxy/proxies to attend and vote for me/us on my/our behalf at the Extraordinary General
Meeting of the Shareholders of the Company (“EGM”) to be held on 23 August 2013 at Marina Bay
Sands Convention Center, Level 3, Heliconia Ballroom 3401A, 10 Bayfront Avenue, Singapore 018956 at
10.30 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the
resolution to be proposed at the meeting as indicated hereunder. If no specific direction as to voting
is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any
other matter arising at the meeting and at any adjournment thereof.
Number of
Votes
For*
Resolution
Number of
Votes
Against*
Ordinary Business
The Proposed Distribution
*
If you wish to exercise all your votes “For” or “Against” the resolution, please tick (u) within the relevant box provided.
Alternatively, if you wish to exercise your votes for both “For” and “Against” the resolution, please indicate the number of
Shares in the boxes provided.
Dated this
day of
2013.
Total Number
of Shares held
Signature(s) or Common Seal of Member(s)
Important: Please read the notes overleaf before completing this Proxy Form.
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PROXY FORM
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Notes:1.
Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository
Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number
of Shares. If you only have Shares registered in your name in the Register of Members, you should insert that number
of Shares. However, if you have Shares entered against your name in the Depository Register and Shares registered
in your name in the Register of Members, you should insert the aggregate number of Shares entered against your
name in the Depository Register and registered in your name in the Register of Members. If no number is inserted,
the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.
2.
A Shareholder of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one
or two proxies to attend and vote instead of him. A proxy need not be a Shareholder of the Company. Where a
Shareholder appoints two proxies, the proportion of the shareholding concerned to be represented by each proxy
shall be specified in the proxy form. If no percentage is specified, the first named proxy shall be deemed to represent
100 per cent of the shareholding and the second named proxy shall be deemed to be an alternate to the first named
proxy.
3.
The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at
1 HarbourFront Avenue, #18-01 Keppel Bay Tower, Singapore 098632, not less than 48 hours before the time
appointed for the Extraordinary General Meeting.
Fold along this line (1)
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Affix
Postage
Stamp
The Company Secretary
Keppel Corporation Limited
1 HarbourFront Avenue
#18-01 Keppel Bay Tower
Singapore 098632
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4.
5.
6.
7.
The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be
executed either under its seal or under the hand of an officer or attorney duly authorised. Where an instrument
appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly
certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy,
failing which the instrument may be treated as invalid.
A corporation which is a Shareholder may authorise, by resolution of its directors or other governing body, such
person as it thinks fit to act as its representative at the Extraordinary General Meeting, in accordance with Section
179 of the Companies Act, Chapter 50 of Singapore.
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of
the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shareholders
whose Shares are entered against their names in the Depository Register, the Company may reject any instrument
appointing a proxy or proxies lodged if such Shareholders are not shown to have Shares entered against their names
in the Depository Register 48 hours before the time appointed for holding the Extraordinary General Meeting as
certified by The Central Depository (Pte) Limited to the Company.
CPF Approved Nominees acting on the request of the CPF investors who wish to attend the Extraordinary General
Meeting as observers are requested to submit in writing, a list with details of the CPF investors’ names, NRIC/Passport
numbers, addresses and number of Shares held. The list, signed by an authorised signatory of the CPF Approved
Nominee, should reach the Company’s Share Registrar, B.A.C.S. Private Limited at 63 Cantonment Road, Singapore
089758 at least 48 hours before the time fixed for the Extraordinary General Meeting.
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TOPPAN VITE PTE. LTD. SCR1307028