Pan-United Infrastructure Pte. Ltd. and Petroships Investment Pte Ltd. entered into a sale and purchase agreement to acquire an additional 40% stake in Singapore Changshu Development Company Pte. Ltd. (SCDC) from Macquarie International Infrastructure Fund Limited (SGX:M41) (MIIFL) for approximately SGD 110 million in cash on August 14, 2013. The consideration implies a historical EV/EBITDA multiple of 11.0 times. Pan-United will acquire 18 million shares representing 36% stake for SGD 100.98 million and Petroships will acquire 2 million shares representing 4% stake for SGD 11.22 million. Pursuant to completion of transaction, Pan-United will hold 90% and Petroships will own 10% stake in Singapore Changshu Development Company Pte. Ltd. Pan-United Corporation Ltd., parent of Pan-United Infrastructure Pte. Ltd., intends to fund the transaction through internally generated funds and external financing. The agreement shall be terminated in the event of non-fulfillment of conditions by September 30, 2013, or any other date mutually agreed by parties of agreement.

The completion of transaction is subject to approval by the shareholders of MIIFL and other customary closing conditions. According to Board of Directors of Pan-United Infrastructure, the transaction is in the best interests of Pan-United Infrastructure and its subsidiaries. The controlling shareholders of Pan-United Infrastructure, representing approximately 68.23% stake, are in favor of the transaction. The Directors of MIIFL recommended shareholders to approve the transaction at the Special General Meeting to be held on September 24, 2013. The transaction is expected to complete one business day after the fulfillment of all conditions. MIIFL will distribute net proceeds from the sale to its shareholders as a return on capital. The divestment will not have any impact on the issued share capital and gearing of MIIFL. Shareholders of MIIFL had approved the transaction in a special general meeting held on September 24, 2013.

L.E.K. Consulting Limited acted as independent valuer in the transaction. Allen & Gledhill and Conyers Dill & Pearman Limited acted as legal advisors, PricewaterhouseCoopers LLP acted as accountant and M & C Services Private Limited acted as transfer agent for Macquarie International Infrastructure Fund Limited. Rachel Eng, Christy Lim, Mark Choy and Tan Sue-Lynn of WongPartnership acted as legal advisors for Pan-United Infrastructure Pte. Ltd.