Keppel Infrastructure Trust/ CitySpring Infrastructure Trust

Keppel Infrastructure Trust/ CitySpring Infrastructure Trust: Will be combining to form an enlarged entity, with market cap of $1.9b, and assets of $4b. CIT will acquire KIT’s assets for $1.326b via issuance of new CIT units, where the swap ratio is 2.106 new CIT units for every KIT unit. There will be a special distribution of $30m to CIT holders before the completion of the merger, and another special distribution of $30m to enlarged base of CIT holders (i.e. inclusive of KIT unitholders who have swapped into CIT) post-merger, but before the equity fund raising. The expected completion of the combination is 2QCY15. Post-combination, CIT will be the surviving trust, and be renamed as Keppel Infrastructure Trust (nKIT). The new Keppel Infrastructure Trust will acquire a 51% stake in Keppel Merlimau Cogen (KMC) which owns a 1300MW combined cycle gas turbine power plant in Jurong for $510m, from Keppel Corp. The acquisition is payable cash, for $255m shares and $255m interest bearing notes issued by KMC to nKIT. The funds required will be raised via equity fund raising, specifically, by way of an institutional placement and a preferential offering. This acquisition is also expected to be completed in 2QCY15. The deal is expected to be earnings accretive.