03 Dec 2001

Keppel moves to privatise Keppel Hitachi Zosen

Keppel Hitachi Zosen (KHZ) today announces that a scheme of arrangement under section 210 of the Companies Act, Chapter 50 has been proposed by Keppel Corporation (Keppel) to privatise KHZ as a wholly-owned subsidiary.

After the privatisation, Keppel will transfer its 100% interest in KHZ to Keppel FELS Limited. The whole exercise is targeted for completion in the first quarter of 2002.

The Scheme is subject to the approval of the KHZ shareholders, the High Court and the relevant regulatory authorities. Under the Scheme, Keppel proposes to holders of KHZ shares other than itself and its wholly-owned subsidiaries (Scheme Shareholders) an all-cash offer of S$0.60 for each KHZ share which forms part of the Scheme (Scheme Shares).

The offer price of S$0.60 per KHZ share represents a premium of 31% to the net tangible asset per KHZ share of S$0.4585 as at 30 June 2001. It also represents a 12%, 18% and 18% premium over the volume weighted average prices of KHZ shares for the last three, six and nine months respectively.”

IFA & Interests of KHZ Directors

The Board of KHZ has appointed Dexia BIL Asia Singapore Limited (“Dexia BIL”) as Independent Financial Adviser to advise KHZ’s independent directors on the proposed Scheme.

Dexia BIL is of the preliminary opinion that the financial terms of the Scheme are fair and reasonable and are not prejudicial to the interests of Scheme Shareholders.

Save as disclosed below in Table 1, none of the KHZ Directors have any interest, direct or indirect, in the shares or options of KHZ or Keppel.

The Scheme

Keppel and its wholly-owned subsidiaries hold an aggregate of 539,076,535 KHZ shares representing 61% of the issued share capital of KHZ. These shares will not form part of the Scheme. Keppel and its wholly-owned subsidiaries which are KHZ shareholders will abstain from voting on the Scheme.

Hitachi Zosen Corporation, which through its wholly-owned subsidiary, Hitachi Zosen (Asia) Holdings Pte Ltd, owns 250,000,000 KHZ shares representing 72.2 % of the Scheme Shares, has given an irrevocable undertaking to Keppel that they will procure that Hitachi Zosen (Asia) Holdings Pte Ltd votes in favour of the resolutions to be proposed at the relevant shareholders’ meetings in connection with the Scheme in respect of their holdings in the Scheme Shares.

Full details of the Scheme will be sent to shareholders of KHZ in due course. The recommendation of the independent directors of the KHZ Board along with the advice from Dexia BIL will be included in the circular to KHZ shareholders.

Submitted by :
Lam Chee Kin Company Secretary of Keppel Hitachi Zosen Limited on 3 December 2001 to the SGX

For further information, please contact

Ms Wang Look Fung
General Manager (Group Corporate Communications)
Keppel Corporation Limited
Tel: (65) 8857 416

Attachments:

Download - Table 1