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Media Release Sats to Acquire Singapore Cruise Centre

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Media Release Sats to Acquire Singapore Cruise Centre MEDIA RELEASE SATS TO ACQUIRE SINGAPORE CRUISE CENTRE FOR S$110M • Fits well with the existing gateway services business of SATS • Adds a profitable and strong cash-generative unit to the Group • Enhances passenger connectivity between Changi Airport and Singapore Cruise Centre with SATS’ unique presence at both gateways • Improves Singapore’s attractiveness as a regional homeport for cruise lines Singapore, 26 September 2013 – SATS today announced that it has through its subsidiaries, SATS Airport Services and SATS-Creuers Cruise Services (SATS-Creuers), entered into a share purchase agreement to acquire the entire issued share capital of Singapore Cruise Centre for S$110 million from Temasek. Singapore Cruise Centre is a Singapore-based terminal operator which manages and operates the award-winning international cruise terminal and regional ferry terminal at HarbourFront Centre, along with the two ferry terminals at Tanah Merah and Pasir Panjang. It has a strong cash-generative and profitable business, reporting revenue of S$45 million and profit before tax of S$16.7 million for the financial year ended 31 March 2013. SATS-Creuers is a 60:40 joint venture formed by SATS Airport Services, a wholly-owned subsidiary of SATS, and Creuers del Port de Barcelona (Creuers), to manage and operate the Marina Bay Cruise Centre Singapore. Mr. Tan Chuan Lye, SATS President and Chief Executive Officer said: “This transaction represents a unique opportunity, both for SATS and for Singapore. Singapore Cruise Centre has a compelling fit with our existing cruise handling and terminal operations. Together with our strong partnership with Creuers, this transaction will enable us to grow our gateway services business, which in turn will benefit the cruise industry here as a whole. “The future is bright for the cruise industry in Asia Pacific. The combined entity can leverage our regional airport presence to facilitate and provide a seamless travel experience for Fly- Cruise passengers. This will bolster Singapore’s position as an attractive regional cruise hub and homeport for cruise lines which in turn will benefit the economy.” Rationale for the Transaction SATS will connect its operations at Changi Airport with the Singapore Cruise Centre in order to enhance the service experience of cruise lines and their passengers. By extending its Cruise-Fly™ and Fly-Cruise products to Singapore Cruise Centre, more passengers will be able to enjoy convenient, seamless transfers to and from Changi Airport. There will also be opportunities for SATS to provide gateway and ship supplies provisioning services to support more cruise lines, hence creating strong homeport opportunities for Singapore. This deal will grow SATS’ position as a premier gateway services provider more widely, both in Singapore and Asia Pacific. The ferry terminal management business of Singapore Cruise Centre will also be a compelling fit with SATS’ gateway capabilities. As Singapore Cruise Centre complements SATS-Creuers’ current cruise terminal operations, the combined entity will have the potential to improve efficiencies, optimise the efficient utilisation of berths and resources, and attract more cruise lines to choose Singapore as a regional homeport. The combined entity will also work with industry stakeholders to jointly promote Singapore as a regional cruise hub. The positive outlook for the cruise sector in Singapore and the region presents attractive opportunities for SATS, with encouraging trends in both cruise ship arrivals and passenger throughput. As the world’s major cruise lines increase their presence in Asia, regional cruise terminals are expanding to capture the growing demand for cruise travel. With this transaction, the combined entity will be well-positioned to compete with the regional cruise terminals to benefit from this growth. Key Transaction Terms On completion of the transaction, which is subject to regulatory and shareholders’ approval, SATS Airport Services will directly own approximately 92% of Singapore Cruise Centre while SATS-Creuers will own approximately 8%, contributing S$101.25 million and S$8.75 million respectively to the purchase consideration. SATS will effectively own 96.8% of Singapore Cruise Centre, contributing S$106.5 million to the purchase consideration. SATS-Creuers has been granted a call option, exercisable on 31 March 2014, to purchase another 42.3% of Singapore Cruise Centre from SATS Airport Services. If the call option is exercised, SATS-Creuers by way of contributing an additional amount of approximately S$46.5 million, will increase its shareholding in Singapore Cruise Centre to 50.25%, with SATS Airport Services owning the remaining 49.75%. SATS will then effectively own 79.9% of Singapore Cruise Centre, reducing its contribution to the purchase consideration to approximately S$87.9 million. 2 Purchase Consideration The purchase consideration of S$110 million was negotiated with Temasek at arm’s length on a willing-buyer, willing-seller basis. It was arrived at based on a number of factors including current market conditions and the business prospects of Singapore Cruise Centre. SATS’ portion of the aggregate purchase consideration is intended to be satisfied by internal sources of funds. The Management of SATS, in consultation with its advisors, considers the purchase consideration to be fair, based on the financial and operational performance of Singapore Cruise Centre and the positive growth prospects of the business, when combined with the cruise handling and terminal operations of SATS. Financial Effects On a pro forma basis and assuming that the call option is not exercised by SATS-Creuers, the consolidated net tangible assets per share of SATS for FY2012-13 would reduce from S$1.01 to S$0.93. However, the earnings per share of SATS would increase from 16.6 cents to 17.5 cents. If the call option is exercised by SATS-Creuers, the consolidated net tangible assets per share for FY2012-13 on a pro forma basis would reduce from S$1.01 to S$0.94 while the earnings per share would increase from 16.6 cents to 17.2 cents. Other than the wider benefits to the cruise business, SATS expects moderate direct operating cost savings and revenue synergies from this transaction. Regulatory and Shareholders’ Approval The proposed transaction is subject to, among other things, all necessary regulatory approvals from the Maritime and Port Authority of Singapore and the Competition Commission of Singapore. Upon receipt of the foregoing approvals, a circular setting out relevant information pertaining to the transaction is expected to be issued to the shareholders of SATS, together with the Notice of Extraordinary General Meeting. Completion of the transaction is subject to SATS shareholders’ approval. Under the listing rules of the SGX-ST, Temasek and its associates will abstain from voting on the resolution to approve the transaction at the Extraordinary General Meeting. Until the transaction is completed, both SATS-Creuers and Singapore Cruise Centre will continue to operate independently. The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch is the financial advisor to SATS on the proposed transaction of Singapore Cruise Centre. 3 About SATS With over 60 years of operating experience and a growing regional presence, SATS is Singapore’s leading provider of gateway services and food solutions. Our comprehensive scope of gateway services encompasses air freight handling, passenger services, ramp handling, baggage handling, security services, aircraft interior and exterior cleaning as well as cruise handling and terminal management. Our food solutions business comprises airline catering, institutional and remote catering, as well as food distribution and logistics. Today, SATS handles about 80% of flights and serves close to 60 airlines at Singapore Changi Airport. We are present in 37 airports in 10 countries in Asia and the Middle East. Through our non-aviation food business, we have also established our presence in Australia. SATS has been listed on the Singapore Exchange since May 2000. For more information, please visit www.sats.com.sg. About Creuers Creuers is the leading international cruise terminal operator in Europe. Founded in 1999, Creuers has built five cruise terminals designed for the world’s largest cruise ships in the Port of Barcelona. It currently operates these terminals, handling over 600 regular ship calls annually, with up to seven simultaneous ships on some days. It also owns 80% of Cruceros Malaga S.A., a cruise terminal operator, operating three public homeport cruise terminals in the Port of Malaga. Under Creuers’ stewardship, the Port of Barcelona is now the fourth largest cruise homeport in the world after Port Everglades, Port of Miami and Port Canaveral, in terms of passenger throughput. Creuers’ customers include major cruise companies such as the Carnival Group, Royal Caribbean Group, MSC Cruises and Norwegian Cruise Lines. More recently, Disney Cruises selected Creuers’ Terminal C as the homeport of Disney Magic, the first Disney cruise ship ever to be deployed to Europe. Investor and Media Contacts: Sandy Leng Corporate Relations, SATS Tel: (65) 6541 8200 (office hours) Tel: (65) 9018 5168 (after office hours) Email: [email protected] 4 Angela Campbell-Noë Tulchan Communications LLP Tel: (65) 6222 6715 (office hours) Tel: (65) 8200 5915 (after office hours) Email: [email protected] This press release should be read in conjunction with the full text of the announcement dated 26 September 2013 released by SATS to SGX–ST in relation to the transaction. Shareholders are advised to read all the documents relating to the transaction that are filed with the SGX-ST when they become available. Copies of documents may be obtained, when available, from the SGX-ST website (www.sgx.com). The Directors of SATS (including any who may have delegated detailed supervision of this Media Release) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Media Release are fair and accurate, and that no material facts have been omitted from this Media Release, and they jointly and severally accept responsibility accordingly.
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