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China,Jamaica : Investment in KrisEnergy Ltd.

Keppel Corporation Limited refers to its announcement on 9 July 2012 (the Announcement ) relating to the acquisition (the "Acquisition") by its wholly-owned subsidiary, Devan International Limited ( Devan ), of a 20% shareholding interest in the enlarged share capital of KrisEnergy Ltd ( KrisEnergy ). KrisEnergy is currently an associated company of KCL.

As disclosed in the Announcement, in connection with the Acquisition, Devan was granted a call option ("Call Option") to acquire additional ordinary shares ( Shares ) in KrisEnergy representing approximately 16.0% shareholding interest in the capital of KrisEnergy ( Call Option Shares ) from KrisEnergy Holdings Limited ( Seller ), an existing shareholder of KrisEnergy.

In view of a potential initial public offering of KrisEnergy ( IPO ), Devan and the Seller have on 28 June 2013 agreed to amend certain terms of the Call Option, principally, the exercise price of the Call Option and following such amendment, Devan has exercised the Call Option at the IPO Exercise Price, subject to the IPO occurring by 15 August 2013 and an earn-out mechanism in which Devan agrees to pay to the Seller the difference between original exercise price and the IPO Exercise Price, subject to certain conditions being met post-listing. If the earn-out mechanism is triggered, the maximum consideration for the exercise of the Call Option would be approximately US$122,667,200.

For the purpose of the foregoing, the IPO Exercise Price means the offering price for the IPO, converted from Singapore Dollars to U.S. Dollars in accordance with the terms of the Call Option Agreement.

The number and/or original exercise price of the Call Options Shares are subject to adjustment in the event of, inter alia, a sub-division of the Shares.

Cornerstone Subscription Agreement

In connection with the potential IPO of KrisEnergy, Devan has on 28 June 2013 entered into a cornerstone subscription agreement with KrisEnergy, pursuant to which it has agreed to subscribe for new Shares in the capital of KrisEnergy at the offering price for an aggregate subscription price of US$35,000,000 ( Cornerstone Subscription ). The obligation to subscribe for new Shares is conditional upon, inter alia, the Shares in the capital of KrisEnergy being listed on the Singapore Exchange Securities Trading Limited by 15 August 2013 or such other date as the parties shall mutually agree.

The consideration for the above transactions was arrived at on a willing buyer willing seller basis, taking into account the potential IPO of KrisEnergy, KrisEnergy s portfolio of oil and gas assets in Southeast Asia, production estimates and estimated capital expenditure and operating expenses. The cash consideration will be funded through internal working capital.

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Publication:Mena Report
Date:Jul 2, 2013
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