We wish to inform you that our wholly-owned subsidiary, Arcadia Global Corporation Limited (“Issuer”), has today placed, through J.P. Morgan (S.E.A.) Limited (“JPMorgan”), S$792,000,000 Zero Coupon Guaranteed Exchangeable Notes due 2009 (“Notes”) at an issue price of 100 per cent. of the principal amount of the Notes.

On the exercise of the exchange rights under the Notes, holders of the Notes will initially be entitled to receive an aggregate of 77,555,816 ordinary shares of par value S$0.50 each in the capital of Keppel Corporation Limited (the “Company”) (or approximately 24,481.003 ordinary shares for each S$250,000 principal amount of Notes), subject to adjustment pursuant to the terms and conditions of the Notes. The payment and exchange obligations of the Issuer under the Notes will be guaranteed by us. The Notes will have a tenure of five years.

JPMorgan has been appointed to act as sole manager of the issue of the Notes and the global coordinator and sole bookrunner for the offering of the Notes. The Notes were placed to institutional and sophisticated investors.

Should the Noteholders exercise their exchange rights under the Notes in full, our shareholding in the Company will be reduced from approximately 32 per cent. to approximately 22 per cent.

The offering of the Notes is part of our corporate financing programme and ongoing active management of our portfolio. Through the offering, we aim to raise funds to meet our investment needs in the region. We remain the single largest shareholder of the Company and the Company continues to be a key stock in our portfolio. We currently have no plans to further divest our shares in the Company.

We and the Issuer have undertaken with JPMorgan that for a period of 120 days from the date hereof, each of us will not, inter alia, issue or sell any shares in the Company or securities convertible into, or exchangeable for, shares in the Company, except in the following circumstances:

1. the sale of shares in the Company by us in connection with the repurchase of shares in the Company by the Company
2. the issuance of the Notes and the delivery of shares in the Company upon exchange of the Notes (including further follow on issuances and delivery pursuant to the terms and conditions of such issuance)
3. transactions that have been publicly announced prior to the date hereof, (iv) the exercise of existing options on securities of the Company and (v) a sale of shares in the Company by us to a strategic investor, or otherwise as agreed with JPMorgan.

The closing of the offering of the Notes is expected to be on or around 13 April 2004. The Issuer has undertaken to use its best endeavours, subject to certain limitations, to apply for the listing of the Notes on the Singapore Exchange Securities Trading Limited (“SGX-ST”) within 90 days of the date hereof.

We would be grateful if you could release this notification to the SGX-ST accordingly.

Yours faithfully

JEFFREY CHUA
DIRECTOR
LEGAL & SECRETARIAT

The information contained herein is not an offer of securities, including the Notes, for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. JPMorgan is not currently making, nor is it aware of any current intention to make, any public offering of the Notes in the United States.