Proposed Acquisition of the Entire Issued and Paid-Up Share Capital of Rsp Architects Planners & Engineers

ROWSLEY LTD. (Incorporated in the Republic of Singapore) Company Registration No. 199908381D

(A) PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF RSP ARCHITECTS PLANNERS & ENGINEERS (PTE) LTD;

(B) PROPOSED ACQUISITION OF VACANT LAND LOCATED IN THE ISKANDAR DEVELOPMENT REGION, JOHOR BAHRU, MALAYSIA; AND

1. INTRODUCTION

The board of directors (the “Directors”) of Rowsley Ltd. (the “Company” and together with its subsidiaries, the “Group”) wishes to announce the following:

(i) the Company has entered into a non-binding term sheet with Messrs Albert Hong Hin Kay, Lee Kut Cheung, Lai Huen Poh, Liu Thai Ker and Hud Abu Bakar (collectively, the “RSP Vendors”) in relation to the proposed acquisition by the Company and/or its wholly-owned subsidiary of the entire issued and paid-up share capital of RSP Architects Planners & Engineers (Pte) Ltd (“RSP”) for a consideration of up to S$223 million (“RSP Consideration”) to be satisfied by way of allotment and issuance of ordinary shares in the capital of the Company (“Shares”) at an issue price of S$0.150 per Share (the “RSP Acquisition”);

(ii) the Company has entered into another non-binding term sheet with Vantage Bay Sdn Bhd (“Vantage”) in relation to the proposed acquisition by the Company and/or its wholly-owned subsidiary of parcels of vacant land located within the Iskandar development region, Johor Bahru, Malaysia, measuring approximately 9.23 hectares (the “Land”), for a consideration of S$358 million (“Land Consideration”) to be satisfied by way of allotment and issuance of Shares at an issue price of S$0.150 per Share (the “Land Acquisition”); and

(iii) the Company is proposing, subject to inter alia the definitive agreements (“Definitive Agreements”) being entered into for the RSP Acquisition and the Land Acquisition (collectively, the “Acquisitions”) and consummation of the Acquisitions, a bonus issue (the “Bonus Issue”) of up to 1,978,602,530 warrants 1 (“Warrants”), each Warrant carrying the right to subscribe for one (1) new ordinary share in the capital of the Company ("New Share") at an exercise price of S$0.180 for each New Share (the "Exercise Price"), to be issued to the Company’s existing shareholders (“Shareholders”) for free on the basis of two (2) Warrants for every one (1) existing Share held as at a books closure date to be determined by the Directors (the “Books Closure Date”).

1 As at the date of this announcement, the Company has an issued and paid-up share capital of 989,301,265 Shares and does not have any outstanding options, rights, warrants or other instruments convertible into, exercisable for or redeemable with, any Shares.

The RSP Acquisition and the Land Acquisition are to be concurrent and inter-conditional.

The Company has appointed CIMB Bank Berhad, Singapore Branch as its financial adviser in relation to the Acquisitions.

2. INFORMATION ON RSP, VANTAGE AND THE LAND

2.1 RSP

RSP is a private company limited by shares incorporated in Singapore on 19 February 1992. As at the date of this announcement, RSP has an issued and paid-up share capital of S$10,000,000 comprising 10,000,000 ordinary shares and the shareholders of RSP are Messrs Albert Hong Hin Kay (64.5%), Lee Kut Cheung (12.5%), Lai Huen Poh (12.5%), Liu Thai Ker (7.5%) and Hud Abu Bakar (3.0%). The directors of RSP are Messrs Albert Hong Hin Kay, Lee Kut Cheung, Lai Huen Poh, Liu Thai Ker and Chiew Chee Chong Philip.

RSP, its subsidiaries and associated companies (the “RSP Group”) provide architectural, planning, design, supervision and administration of building contracts, urban and regional planning, civil and structural engineering and construction management services. The RSP Group is headquartered in Singapore with presence in many countries including China, Vietnam, United Arab Emirates (Dubai) and Africa.

RSP started out as a partnership known as Raglan Squire and Partners in 1956. The RSP Group has grown in scope and scale to become one of the largest and most established practices in Asia. The recent projects in Singapore which the RSP Group was involved include Bishopgate Residences, the new extension of Plaza Singapura, ITE Headquarters and College Central and The Wharf Residences. As a testament to its commitment to service and quality, the RSP Group has won numerous prestigious awards over the years including the EDB Solar Pioneer Award, the Skyrise Greenery Award and the ASEAN Energy Award. In 2012, the RSP Group received several awards from the Building and Construction Authority of Singapore, namely (i) Green Mark Platinum for CapitaGreen, Jurong Port and BCA Academy Training Block; (ii) Green Mark Gold for Marina Bay Cruise Centre Singapore; and (iii) Construction Excellence Award for Ion Orchard, The Orchard Residences, Tribeca and Latitude.

2.2 VANTAGE AND THE LAND

Vantage is a private company limited by shares incorporated in Malaysia on 20 October 2010. The beneficial shareholders of Vantage are Mr Lim Eng Hock (70.0%) and DYAM Tunku Ismail Idris Ibni Sultan Ibrahim Ismail (30.0%). The directors of Vantage are Messrs Ho Kiam Kheong, Tan Chor Kher Terry, DYAM Tunku Ismail Idris Ibni Sultan Ibrahim Ismail and YAM Tunku Idris Ibni Sultan Ibrahim Ismail.

The Land, which is located at Bandar Johor Bahru, Daerah Johor Bahru, Negeri Johor, is within Flagship A of the Iskandar development region, Johor Bahru, Malaysia. The Land is located on a waterfront site just a few hundred metres from Johor's new customs, immigration and quarantine facility, making it highly convenient for Singaporeans due to its proximity to Singapore.

The Land is to be developed into an integrated mixed-use township centering on a major shopping, entertainment and residential complex. It also comprises of hotel, commercial and office developments. The Land measuring approximately 9.23 hectares is expected to yield a gross floor area of no less than 10 million square feet.

The adjacent medical hub to be jointly developed by Thomson Medical Pte. Ltd. and Vantage will complement the mixed-use township and enhance the overall attractiveness of the development.

3. PRINCIPAL TERMS OF THE ACQUISITIONS

3.1 THE RSP ACQUISITION

(i) RSP Consideration

The RSP Consideration of up to S$223 million was arrived at on a willing-buyer- willing-seller basis taking into account amongst others the profitability of the RSP Group and pipeline projects. The RSP Consideration will be determined in the Definitive Agreement to be entered into between the Company and the RSP Vendors after the Company has conducted preliminary due diligence.

The RSP Consideration shall be fully satisfied by way of allotment and issuance to the RSP Vendors and/or their nominees such number of Shares at an issue price of S$0.150 per Share, credited as fully paid up (the “RSP Consideration Shares”).

Based on the foregoing and subject to finalisation of the terms of the Acquisitions, the RSP Acquisition is likely to constitute a very substantial acquisition or a reverse takeover as defined in Chapter 10 of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual (the “Listing Manual”) which will require the approval of the SGX-ST and the Shareholders.

(ii) Conditions Precedent

The completion of the RSP Acquisition is conditional upon the completion of the Land Acquisition.

The RSP Acquisition will also be subject to customary conditions precedent, including inter alia the following:

(a) satisfactory due diligence by the Company on the legal, financial, technical, assets and inventories of the RSP Group and any other matter as deemed fit by the Company;

(b) the RSP Acquisition and the issue of the RSP Consideration Shares being approved by the SGX-ST and the receipt of approval in-principle of the SGX- ST for the listing of and quotation for all the RSP Consideration Shares on the SGX-ST;

(c) the RSP Acquisition and the issue of the RSP Consideration Shares being approved by the Shareholders at an extraordinary general meeting to be convened (“EGM”);

(d) each of the RSP Vendors remaining employed in their current capacity within the RSP Group;

(e) RSP having completed certain internal group restructuring as described in the term sheet;

(f) if required, the Singapore Securities Industry Council (“SIC”) having granted the RSP Vendors, the nominees of the RSP Vendors who will receive the RSP Consideration Shares, where applicable, and their concert parties, and not having revoked or repealed such grant, a waiver of their obligation to make a mandatory offer under Rule 14 of the Singapore Code on Take-overs and Mergers (the “Code”) for the Shares not held by them and their concert parties subject to (aa) any conditions that the SIC may impose which are reasonably acceptable to the parties; and (bb) Shareholders approving at the EGM the whitewash resolution for the waiver of the rights of the independent Shareholders to receive the mandatory offer (the “RSP Whitewash Resolution”);

(g) if required, the RSP Whitewash Resolution being duly passed at the EGM; and

(h) all approvals, authorisation, licences and waivers necessary for inter alia the RSP Acquisition having been obtained and not withdrawn.

3.2 THE LAND ACQUISITION

(i) Land Consideration

The Land Consideration of S$358 million was arrived at on a willing-buyer-willing- seller basis taking into account amongst others the estimated market value of the vacant Land and the development potential of the Land.

The Land Consideration shall be fully satisfied by way of allotment and issuance to Vantage and/or its nominees such number of Shares at an issue price of S$0.150 per Share, credited as fully paid up (the “Land Consideration Shares”).

Based on the foregoing and subject to finalisation of the terms of the Acquisitions, the Land Acquisition is likely to constitute a very substantial acquisition or a reverse takeover as defined in Chapter 10 of the Listing Manual which will require the approval of the SGX-ST and the Shareholders.

(ii) Conditions Precedent

The completion of the Land Acquisition is conditional upon the completion of the RSP Acquisition.

The Land Acquisition will also be subject to customary conditions precedent, including inter alia the following:

(a) satisfactory due diligence by the Company on the Land;

(b) the Land Acquisition and the issue of the Land Consideration Shares being approved by the SGX-ST and the receipt of approval in-principle of the SGX- ST for the listing of and quotation for all the Land Consideration Shares on the SGX-ST;

(d) the Company having obtained a report on the market value of the Land from an independent professional valuer supporting the Land Consideration;

(e) the existing land parcels on which the Land is situated having been subdivided and separate documents of title having been validly issued in respect of the Land;

(f) Vantage having procured at its own cost, the state authority consent to the sale of the Land by Vantage and if any conditions are imposed in connection with such consent, such conditions being acceptable to Vantage and the Company;

(g) Vantage observing, fulfilling and completing all conditions, documentation, and paying all fees and charges as may be necessary to obtain the aforesaid state authority consent;

(h) the SIC having granted Vantage, the nominees of Vantage who will receive the Land Consideration Shares, where applicable, and their concert parties, and not having revoked or repealed such grant, a waiver of their obligation to make a mandatory offer under Rule 14 of the Code for the Shares not held by them and their concert parties (the “Vantage Whitewash Waiver”) subject to (aa) any conditions that the SIC may impose which are reasonably acceptable to the parties; and (bb) Shareholders approving at the EGM the whitewash resolution for the waiver of the rights of the independent Shareholders to receive the mandatory offer (the “Vantage Whitewash Resolution”);

(i) the Vantage Whitewash Resolution being duly passed at the EGM; and

(j) all approvals, authorisation, licences and waivers necessary for inter alia the Land Acquisition having been obtained and not withdrawn (including the consent of the Johor State Authority for sale of the Land).

4. PROPOSED PRINCIPAL TERMS OF THE BONUS ISSUE

The proposed principal terms of the Bonus Issue are set out below. Such terms are subject to changes as the Directors, after consultation with the Company’s advisers, may deem appropriate.

(i) Exercise Period

The Warrants, to be issued free to Shareholders, will be in registered form and be constituted in an instrument by way of a deed poll (the "Deed Poll") that sets out the terms and conditions of the Warrants and which may from time to time be amended or supplemented.

Each Warrant will, subject to the terms and conditions in the Deed Poll, carry the right to subscribe for one (1) New Share at the Exercise Price during the exercise period commencing on and including the date six (6) months from the listing on the SGX-ST of the Warrants and expiring at 5.00 p.m. on the market day immediately preceding the third (3rd) anniversary of the date of issue of the Warrants (“Exercise Period”). Any Warrant remaining unexercised at the end of the Exercise Period shall lapse and cease to be valid for all purposes.

(ii) Exercise Price

The Exercise Price of S$0.180 represents a premium of approximately 27.7% to the last transacted price of S$0.141 per Share on the SGX-ST on 20 December 2012 (being the last market day on which the Shares were traded prior to this announcement).

The Warrants will be listed and traded on the SGX-ST under the book-entry (scripless) settlement system. The listing of and quotation for the Warrants and the New Shares on the SGX-ST, if approved, is expected to be subject to, inter alia, there being an adequate spread of holdings of the Warrants to provide for an orderly market in the Warrants.

The New Shares arising from the exercise of Warrants will rank pari passu in all respects with the then existing issued Shares for any dividends, rights, allotments or other distributions, the record date for which falls after the exercise date of the Warrants, save as may be otherwise provided in the Deed Poll. The Exercise Price and the number of Warrants will be subject to adjustments under certain circumstances to be provided for in the Deed Poll.

(iii) Eligibility

The Warrants will be issued to existing Shareholders for free on the basis of two (2) Warrants for every one (1) existing Share held as at the Books Closure Date. For the avoidance of doubt, the RSP Vendors, Vantage and/or their respective nominees who will receive the RSP Consideration Shares and the Land Consideration Shares (as the case may be) will not be entitled to the Bonus Issue in respect of such RSP Consideration Shares and Land Consideration Shares.

For practical reasons and in order to avoid any violation of the relevant legislation applicable in countries other than Singapore, the Warrants will not be offered to Shareholders with registered addresses outside Singapore and who have not, at least five (5) market days prior to the Books Closure Date, provided to the Company or the Central Depository (Pte) Limited (“CDP”), as the case may be, addresses in Singapore for the service of notices and documents (“Foreign Shareholders”). The Warrants which would otherwise be allotted to Foreign Shareholders will, if practicable, be sold on the SGX-ST and the net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled and thereafter distributed to Foreign Shareholders in proportion to their respective shareholdings or, as the case may be, the number of Shares entered against their names in the Depository Register as at the Books Closure Date and sent to them at their own risk by ordinary post. If the amount of net proceeds distributable to any single Foreign Shareholder is less than S$10.00, such amount will be retained for the sole benefit of the Company or otherwise dealt with as the Directors in their absolution discretion deem fit and no Foreign Shareholder shall have any claim whatsoever against the Company or CDP in connection therewith.

Where such Warrants are sold on the SGX-ST, they will be sold at such price or prices as the Company, may, in its absolute discretion, decide and no Foreign Shareholder shall have any claim whatsoever against the Company in respect of such sales.

(iv) Conditions and Approvals

The Bonus Issue is subject to inter alia the following:

(a) the Company and the RSP Vendors entering into the Definitive Agreement in relation to the RSP Acquisition, satisfaction of all conditions precedent therein and completion of the RSP Acquisition;

(b) the Company and Vantage entering into the Definitive Agreement in relation to the Land Acquisition, satisfaction of all conditions precedent therein and completion of the Land Acquisition;

(c) the receipt of approval in-principle of the SGX-ST for the listing of and quotation for all the Warrants and the New Shares on the SGX-ST; and

(d) the Bonus Issue being approved by the Shareholders at the EGM.

For the avoidance of doubt, the RSP Acquisition and the Land Acquisition are not conditional upon the Bonus Issue being proceeded with.

5. RATIONALE FOR THE ACQUISITIONS AND THE BONUS ISSUE

The Directors of the Company believe that the Acquisitions are in the best interests of the Company. The Acquisitions provide the Company the opportunity to participate in the growth of the Iskandar development region in Johor Bahru, Malaysia and transform the Group into a major real estate player with complete multi-disciplinary design capabilities and expertise. The RSP Acquisition and the Land Acquisition are to be completed concurrently and are inter-conditional. The Directors believe that the award-winning expertise and complete suite of property services of RSP combined with the development potential of the prime Land will provide the Group with the platform, synergy and scale it needs to transform into a major real estate player in the Iskandar development region. The Acquisitions will increase the market capitalisation of the Company significantly and is expected to raise the profile of the Company and generate investors’ interest in the Company.

If the Definitive Agreements are entered into and the Acquisitions materialise, the Directors are proposing the Bonus Issue to reward existing Shareholders and to raise funds for the Group in the future. The Directors believe that the Bonus Issue will provide Shareholders with the opportunity to increase their equity participation in the Company, and potentially increase the Company’s capital base and strengthen its balance sheet. Based on the Company's issued and paid-up share capital of 989,301,265 Shares as at the date of this announcement, the Bonus Issue will comprise 1,978,602,530 Warrants. Assuming all the Warrants issued pursuant to the Bonus Issue are exercised, the Company will receive gross proceeds of approximately S$356.1 million. The Company intends to use the proceeds arising from the exercise of the Warrants for future working capital and expansion plans.

6. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS

Vantage is 70.0% beneficially owned by Mr Lim Eng Hock. Mr Lim Eng Hock (the “Controlling Shareholder”) is also the Company’s controlling Shareholder and as at the date of this announcement, the Controlling Shareholder indirectly owns approximately 29.9% of the Company’s total issued Shares through Garville Pte Ltd and Garville (Hong Kong) Limited.

As Vantage is 70.0% beneficially owned by the Controlling Shareholder, the Land Acquisition will constitute an interested person transaction under Chapter 9 of the Listing Manual. In addition, the Controlling Shareholder’s interest in the Company will also increase arising from (i) the issue of the Land Consideration Shares to Vantage or the Controlling Shareholder and his concert parties and/or (ii) the exercise of the Warrants issued to the Controlling Shareholder and his concert parties pursuant to the Bonus Issue, which would oblige the Controlling Shareholder to make a mandatory offer for the remaining Shares in the Company. As set out in paragraph 3.2(ii) of this announcement, it is a condition precedent to the completion of the Land Acquisition that the Vantage Whitewash Waiver be sought from the SIC and that the Vantage Whitewash Resolution be passed by independent Shareholders at the EGM.

Save as disclosed in this announcement, none of the Directors or the controlling Shareholders has any interest, direct or indirect, in the Acquisitions.

7. FURTHER ANNOUNCEMENTS

The Company will make an announcement disclosing further details of the Acquisitions as required under Chapter 9 and Chapter 10 of the Listing Manual upon execution of the Definitive Agreements. The Company will make appropriate update announcement(s) on the Acquisitions at the relevant time.

8. RESPONSIBILITY STATEMENT

The Directors (including any Director who may have delegated detailed supervision of the preparation of this announcement) have taken all reasonable care to ensure that the facts stated in this announcement are fair and accurate and that no material facts have been omitted from this announcement, and they jointly and severally accept responsibility accordingly.

9. CAUTION TO SHAREHOLDERS

The Acquisitions are subject to inter alia, (i) the execution of the Definitive Agreements; (ii) completion of satisfactory due diligence by the Company on RSP and the Land; and (iii) relevant approvals being obtained from regulatory authorities including the SGX-ST and the SIC.

Shareholders and investors are advised to refrain from taking any action, which may be prejudicial to their interests, and to exercise caution when dealing in the Shares of the Company. There is no certainty or assurance as at the date of this announcement that the Definitive Agreements will be entered into or that the Acquisitions and the Bonus Issue will be proceeded with.

Shareholders are advised to read this announcement and any further update announcement(s) released by the Company in relation to the Acquisitions and the Bonus Issue carefully. Shareholders should consult their stockbrokers, bank managers, solicitors or other professional advisers if they have any doubt about the actions they should take.

BY ORDER OF THE BOARD OF ROWSLEY LTD.

Quek Kai Hoo Executive Director

21 December 2012