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CITYSPRING INFRASTRUCTURE TRUST (Business Trust Registration No

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CITYSPRING INFRASTRUCTURE TRUST (Business Trust Registration No NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER TO BUY, OR A SOLICITATION OF AN OFFER TO SELL, SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION PURSUANT TO THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT WILL CONTAIN DETAILED INFORMATION ABOUT CIT, CSIM (EACH AS DEFINED HEREIN) AS WELL AS CIT'S FINANCIAL STATEMENTS. CITYSPRING INFRASTRUCTURE TRUST (Business Trust Registration No. 2007001) DESPATCH OF THE CIRCULAR TO UNITHOLDERS DATED 2 APRIL 2015 AND NOTICE OF EXTRAORDINARY GENERAL MEETING IN RELATION TO THE PROPOSED ACQUISITION OF THE ASSETS AND LIABILITIES OF KEPPEL INFRASTRUCTURE TRUST BY CITYSPRING INFRASTRUCTURE TRUST INTRODUCTION CitySpring Infrastructure Management Pte. Ltd. (“CSIM”), as trustee-manager of CitySpring Infrastructure Trust (“CIT”), refers to the SGXNet announcements made by CSIM on 18 November 2014 (the “Announcement”) and 27 March 2015 in relation to the above subject matter. All capitalised terms used herein shall, unless otherwise defined or the context otherwise requires, have the same meaning as given to them in the Announcement. DESPATCH OF CIRCULAR CSIM has today despatched a circular to unitholders of CIT (“CIT Unitholders”) dated 2 April 2015 (“Circular”) to convene an extraordinary general meeting (“EGM”) at which their approval for the Proposed Transaction (and the related transactions in connection therewith) will be sought. A copy of the Circular is attached to this Announcement. It is also available on the websites of CIT at http://www.cityspring.com.sg and the Singapore Exchange Securities Trading Limited at http://www.sgx.com. CONTENTS OF THE CIRCULAR The Circular contains, among other things, further information on, and recommendations of the independent directors of CSIM in relation to, the Proposed Transaction (and the related transactions in connection therewith). CIT Unitholders are advised to read the Circular carefully in order to decide whether they should vote in favour or against the resolutions as set out in the Notice of the EGM contained in the Circular. If CIT Unitholders are in any doubt as to the action they should take, they should consult their stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. EGM The EGM will be held at Ballrooms 1 and 2, Amara Singapore, Level 3, 165 Tanjong Pagar Road, Singapore 088539 on 30 April 2015 at 11.00 a.m. Notice of the EGM is set out on pages 235 to 237 of the Circular attached to this Announcement. Proxies for the EGM will be received up to 11.00 a.m (Singapore time) on 28 April 2015 at 111 Somerset Road #10-01, TripleOne Somerset, Singapore 238164. By Order of the Board of CitySpring Infrastructure Management Pte. Ltd. as trustee-manager of CitySpring Infrastructure Trust Susanna Cher Company Secretary 5 April 2015 Singapore 2 CIRCULAR DATED 2 APRIL 2015 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold all your units in CitySpring Infrastructure Trust, please forward this Circular and the enclosed Notice of Extraordinary General Meeting and Proxy Form (as defined herein) to the purchaser or transferee, or the stockbroker or agent through whom you have effected the sale for onward delivery to the purchaser or transferee. Approval in-principle has been granted by the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Consideration CIT Units (as defined herein) to be issued pursuant to the Proposed Acquisition (as defined herein) and the New Units (as defined herein) to be issued pursuant to the KMC Equity Fund Raising (as defined herein). Such approval in-principle is not to be taken as an indication of the merits of the Proposed Acquisition, the Consideration CIT Units, the KMC Acquisition, CitySpring Infrastructure Trust and/or its subsidiaries. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Circular. This Circular is not to be distributed, directly or indirectly, in or into the United States, Japan or Canada. It is not, and does not constitute, an offer of securities for sale into the United States, Japan or Canada. The Consideration CIT Units and/or New Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”) and, accordingly, may not be offered or sold within the United States or to or for the account of U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act), except in certain transactions exempt from the registration requirements of the U.S. Securities Act. CITYSPRING INFRASTRUCTURE TRUST (a business trust constituted in the Republic of Singapore and registered with the Monetary Authority of Singapore) (Registration No: 2007001) CIRCULAR TO UNITHOLDERS OF CITYSPRING INFRASTRUCTURE TRUST in relation to the following proposals: (1) THE PROPOSED ACQUISITION BY CITYSPRING INFRASTRUCTURE TRUST OF ALL ASSETS AND LIABILITIES HELD BY KEPPEL INFRASTRUCTURE TRUST (THE “PROPOSED ACQUISITION”) (INCLUDING THE KMC ACQUISITION); (2) THE PROPOSED ISSUE OF 1,326,319,374 NEW UNITS BY CITYSPRING INFRASTRUCTURE TRUST TO KEPPEL INFRASTRUCTURE TRUST IN CONSIDERATION FOR THE PROPOSED ACQUISITION; (3) THE PROPOSED APPOINTMENT OF KEPPEL INFRASTRUCTURE FUND MANAGEMENT PTE. LTD. AS TRUSTEE- MANAGER OF CITYSPRING INFRASTRUCTURE TRUST (TO BE RENAMED “KEPPEL INFRASTRUCTURE TRUST”) (THE “ENLARGED TRUST”), IN REPLACEMENT OF CITYSPRING INFRASTRUCTURE MANAGEMENT PTE. LTD., WITH EFFECT FROM THE EFFECTIVE DATE OF THE PROPOSED ACQUISITION; (4) THE PROPOSED ISSUE OF UP TO 1,132,700,000 NEW UNITS BY THE ENLARGED TRUST PURSUANT TO THE PROPOSED EQUITY FUND RAISING TO FINANCE THE ACQUISITION OF KEPPEL MERLIMAU COGEN PTE LTD; (5) THE PROPOSED AMENDMENT OF CITYSPRING INFRASTRUCTURE TRUST’S EXISTING GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS PURSUANT TO THE PROPOSED ACQUISITION; AND (6) THE PROPOSED AMENDMENT OF THE TRUST DEED OF CITYSPRING INFRASTRUCTURE TRUST TO REFLECT THE PROPOSED FEE STRUCTURE OF THE TRUSTEE-MANAGER OF THE ENLARGED TRUST (THE “REPLACEMENT TRUSTEE-MANAGER”). CITYSPRING INFRASTRUCTURE MANAGEMENT PTE. LTD. as Trustee-Manager of CitySpring Infrastructure Trust (incorporated in the Republic of Singapore (Registration No: 200614377M)) FINANCIAL ADVISER FOR THE PROPOSED TRANSACTION DBS Bank Ltd. INDEPENDENT FINANCIAL ADVISERS PricewaterhouseCoopers Corporate Finance Pte Ltd IMPORTANT DATES AND TIMES: Last date and time for lodgment of Proxy Form : 28 April 2015 at 11.00 a.m. Date and time of EGM : 30 April 2015 at 11.00 a.m. Place of EGM : Ballrooms 1 and 2 Amara Singapore, Level 3 165 Tanjong Pagar Road Singapore 088539 1. WHAT IS THE PROPOSED TRANSACTION? CIT(1) and KIT(1) have agreed to enter into the Proposed Transaction, which includes: Proposed Acquisition: 1 CIT and KIT to combine to form the Enlarged Trust KMC(1) Acquisition: 2 Enlarged Trust to acquire a 51% stake in KMC from Keppel Energy KMC Equity Fund Raising: Enlarged Trust to undertake a 3 Preferential Offering and Private Placement to finance the KMC Acquisition Upon Completion, the Enlarged Trust structure will be as follows: Keppel Public Temasek Corporation KIT (23.7%)(2)(3) CIT (33.4%)(2)(3) 22.9%(2),(3) 19.97%(2),(3),(4) 57.1%(2),(3),(5) 100% Trust Deed (1) Enlarged KIFM Trust 51% Senoko 100% 100% 51% City-OG (pending (1) City Gas completion) SPC Gas Tuas DBOO 100% 100% 100% Basslink KMC BPL(1) SPC(1) Telecoms Legend: Ulu Pandan 100% 70% SingSpring SPC(1) Current CIT Unitholders Current CIT assets 100% 51% Current KIT Unitholders CityDC DC One(1) Current KIT assets Enlarged Trust Current KIT Trustee- KMC Acquisition Manager and proposed 100% Replacement Trustee- CityNet Manager (1) CitySpring Infrastructure Trust (“CIT”); Keppel Infrastructure Trust (“KIT”); Keppel Merlimau Cogen Pte Ltd (“KMC”); Keppel Infrastructure Fund Management Pte. Ltd. (“KIFM”); Senoko Waste-To-Energy Pte. Ltd. (“Senoko SPC”); Keppel Seghers Tuas Waste-to-Energy Plant Pte. Ltd. (“Tuas DBOO SPC”); Keppel Seghers NEWater Development Co Pte. Ltd. (“Ulu Pandan SPC”); Basslink Pty Ltd (“BPL”); DataCentre One Pte. Ltd. (“DC One”). (2) Unitholdings/shareholdings shown above are post-Completion, but exclude the KMC Acquisition. The KMC Acquisition (dotted green) is shown in the chart for completeness, but will be effected after Completion. (3) Based on the 180-day volume-weighted average price (“VWAP”) as of 13 November 2014. 180-day VWAP for KIT = S$1.0446; 180-day VWAP for CIT = S$0.4960, resulting in a swap ratio of 2.106 CIT Units per KIT Unit. (4) Temasek Holdings (Private) Limited’s (“Temasek”) 19.97% unitholding is held through its wholly-owned subsidiaries comprising Bartley Investments Pte. Ltd., Napier Investments Pte. Ltd., Nassim Investments Pte. Ltd. and CitySpring Infrastructure Management Pte. Ltd., and excludes Temasek’s deemed interest through Keppel Corporation Limited. (5) Unitholdings include the interests of the directors and management of CIT and KIT in the CIT Units and KIT Units respectively as at 18 March 2015 (the “Latest Practicable Date” or “LPD”), which will amount to approximately 0.1% of the Enlarged Trust Units in issue upon Completion. 2. WHAT IS THE TRANSACTION RATIONALE? You will have an opportunity to be a unitholder of a flagship investment vehicle for Singapore infrastructure, with an enlarged and diversified portfolio of core infrastructure assets.
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