Asset Acquisitions and Disposals::Joint Venture Announcement - Proposal to Acquire Singapore Press Holdings Limited

HOTEL PROPERTIES LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No.: 198000348Z)

1. ENTRY INTO JOINT VENTURE

1.1 Tiga Stars. The Board of Directors of Hotel Properties Limited ("HPL" or the "Company", and together with its subsidiaries, the "HPL Group") wishes to announce that the Company has entered into a joint venture ("Joint Venture") with Como Holdings Inc ("Como") for the incorporation of a new subsidiary in Singapore, Tiga Stars Pte. Ltd. ("Tiga Stars"). Tiga Stars' principal activity will be that of investment holding. The Company is the holder of 70% of the issued and paid-up share capital of Tiga Stars, while Como is the holder of the remaining 30%. Como is in turn beneficially owned by Mr Ong Beng Seng, the Managing Director and deemed controlling shareholder of HPL.

2. INTERESTED PERSON TRANSACTION

1. Interested Person. As Mr Ong Beng Seng, the Managing Director and deemed majority shareholder of HPL, indirectly holds the entire shareholding interest in Como, Como is regarded as an "interested person" for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("Listing Manual") and the Joint Venture is considered an interested person transaction.
2. Joint Venture Commitment. As part of the Joint Venture, HPL has agreed to provide a commitment to Tiga Stars of an aggregate amount of S$210 million, which is in proportion to its shareholding interests in Tiga Stars. HPL's commitment is expected to be funded by way of a combination of loan financing and internal resources and is not expected to have any material effect on the consolidated net tangible assets per share and consolidated earnings per share of HPL Group based on the audited consolidated accounts of the HPL Group for the financial year ended 31 December 2020 ("FY2020").
3. Current and On-going Interested Person Transactions. The table below sets out for the financial year commencing 1 January 2021 up to the date of this Announcement:
4. 1. the aggregate value of all transactions between HPL and Mr Ong Beng Seng and his associates (the "OBS Group"); and
   2. the aggregate value of all interested person transactions entered into by HPL:

Transaction	Amount (S$ million)	Percentage of
		HPL's NTA for
		FY2020 (%)
Interested person transactions with the	216.2	10.5
OBS Group
All interested person transactions	216.2	10.5

Notes:

1. The figures above include the amount of the Joint Venture.
2. The figures above exclude transactions which are less than S$100,000.

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1. Audit Committee Statement. The Audit Committee of the Company is of the view that, the risks and rewards of the Joint Venture are in proportion to the equity of HPL and Como in the Joint Venture, and the terms of the Joint Venture are not prejudicial to the interests of the Company and its minority shareholders.
2. Exemption from Requirement to Obtain Shareholders' Approval. Notwithstanding that the value of the Joint Venture, when aggregated with the existing interested person transactions with the OBS Group for the current financial year exceeds 5% of the latest audited net tangible assets of the HPL Group for FY2020, the Joint Venture falls within the exemption under Rule 916(2) of the Listing Manual and the Company is exempted from the requirement of seeking shareholders' approval for the Joint Venture pursuant to Rule 906(1) of the Listing Manual.

3. PARTICIPATION BY TIGA STARS IN CONSORTIUM

1. Tiga Stars, as an investment holding company, is participating in a consortium with Adenium Pte. Ltd. ("APL") (a wholly-owned subsidiary of CLA Real Estate Holdings Pte Ltd and Mapletree Fortress Pte. Ltd. ("MFPL") (an indirect, wholly-owned subsidiary of Mapletree Investments Pte Ltd) ("Consortium").
2. The Consortium has incorporated a new company in Singapore, Cuscaden Peak Pte. Ltd. ("Cuscaden") and each of Tiga Stars, APL and MFPL hold 40%, 30% and 30% respectively of Cuscaden's issued and paid-up share capital. Cuscaden is an associated company of the Company by virtue of the Company's interests through Tiga Stars.
3. Cuscaden has on 28 October 2021 presented its proposal to the board of Singapore Press Holdings Limited ("SPH") wherein Cuscaden proposes to acquire all the issued and paid- up ordinary shares in the capital of SPH (excluding the treasury shares) by way of a scheme of arrangement (the "Proposed Cuscaden Scheme") pursuant to Section 210 of the Companies Act, Chapter 50 of Singapore and in accordance with the Singapore Code on Take-overs and Mergers.
4. Shareholders should refer to the announcement by Cuscaden setting out details of the Proposed Cuscaden Scheme, a copy of which is annexed to this Announcement.

1. RATIONALE AND BENEFIT
   Tiga Stars' participation in the Consortium is strategic in nature to generate better returns through investments for longer term investment purposes.
2. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS
   Save as disclosed above, none of the directors, controlling shareholder or substantial shareholders of the Company has any indirect or direct interest in the Joint Venture.

Shareholders are advised to exercise caution in trading their shares in the Company as there is no certainty or assurance that the transactions referred to in this Announcement or in Cuscaden's announcement will be consummated. The Company will make the necessary announcements as and when there are further developments. Shareholders should consult their stock brokers, bank managers, solicitors or other professional advisers if they have any doubt about the actions that they should take.

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By Order of the Board

Lo Swee Oi

Company Secretary

29 October 2021

The Directors (including any who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this announcement are fair and accurate and, where appropriate, no material facts have been omitted, the omission of which would make any statement in this announcement misleading and they hereby collectively and individually accept full responsibility.

Where any information in this announcement has been extracted or reproduced from published or otherwise publicly available sources (including without limitation, the announcement by Cuscaden), the sole responsibility of the Directors has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context.

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ANNEX

Cuscaden Announcement

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CUSCADEN PEAK PTE. LTD.

(Incorporated in the Republic of Singapore)

(Company Registration No.: 202135018H)

POSSIBLE OFFER ANNOUNCEMENT

PROPOSAL TO ACQUIRE SINGAPORE PRESS HOLDINGS LIMITED ("SPH")

1. INTRODUCTION

1. Cuscaden Peak Pte. Ltd. ("Cuscaden") is a company formed by a consortium comprising Tiga Stars Pte. Ltd. ("TSPL") (a subsidiary of Hotel Properties Limited ("HPL")), Adenium Pte. Ltd. ("APL") (a wholly-owned subsidiary of CLA Real Estate Holdings Pte Ltd ("CLA")) and Mapletree Fortress Pte. Ltd. ("MFPL") (an indirect, wholly-owned subsidiary of Mapletree Investments Pte Ltd ("Mapletree")).
2. Cuscaden wishes to announce that it has on 28 October 2021 submitted to the board of directors of SPH (the "Board") a proposal to acquire (the "Proposed Acquisition") all the issued and paid-up ordinary shares in the capital of SPH (the "Shares" and each, a "Share") (excluding the treasury shares).
3. The Proposed Acquisition contemplates that:
4. 1. it will be effected by way of a scheme of arrangement (the "Possible Scheme") pursuant to Section 210 of the Companies Act, Chapter 50 of Singapore (the "Companies Act") and in accordance with the Singapore Code on Take-overs and Mergers (the "Code") or such other method as may be determined by Cuscaden in compliance with the Code; and
   2. the proposed consideration (the "Proposed Consideration") under the Proposed Acquisition will be:

S$2.10 fully in cash for each Share

The Proposed Consideration will not be reduced or otherwise adjusted for the Final FY2021 Dividend1 or break fee payable under the Keppel Scheme (as defined below).

1.4 Whether or not Cuscaden proceeds with the Possible Scheme would be subject to amongst others:

1. SPH accepting and finalising the terms of the Possible Scheme with Cuscaden; and
2. SPH and Cuscaden entering into definitive agreements to effect the Possible Scheme.

1 The "Final FY2021 Dividend" refers to the proposed cash dividend of S$0.03 per Share for the financial year ending 31 August 2021 as announced by SPH on 5 October 2021.