Proposed Acquisition of an Additional 39% Interest in Keppel Merlimau Cogen (KMC)
4 May 2026
Agenda
Transaction Overview 4 Information on KMC 5 Rationale for the Proposed Transaction 6 Independent Valuation 11
3
Key terms and structure of the Proposed Transaction
Keppel Infrastructure Trust ("KIT") had on 30 June 2015 acquired a 51% direct interest in Keppel Merlimau Cogen Pte Ltd ("KMC") from Keppel Energy Pte. Ltd. ("Keppel Energy").
Proposed acquisition by KIT of an additional 39% interest in KMC by acquiring the entire issued share capital of Kindle Energy Pte. Ltd. ("Kindle Energy") from KCIF Investments Pte. Ltd. ("KCIF Investments"). Following completion, KIT will hold, directly and indirectly, an aggregated 90% stake in KMC with the remaining 10% stake will be held by Keppel Energy.
The Purchase Consideration1 of up to approximately S$128.1 mn, which includes the Ticker Amount of between S$4.8 mn and S$7.2 mn, depending on the date of Completion.
The Proposed Transaction² is to be funded by a combination of internal sources of funds and/or external borrowings.
Pre-transaction Structure:
Equity: 100%
Target
Company
Equity: 51%
Equity: 39%
Equity: 10%
KMC
Kindle Energy
Keppel Energy
KCIF Investments
Proposed
acquisition
of
an
Proposed
Transaction
additional 39% interest in KMC, by
acquiring the entire issued share capital of Kindle Energy from KCIF Investments.
Approval of Unitholders to be
sought at an Extraordinary General Meeting ("EGM") to be convened
Notes:
The Purchase Consideration of up to approximately S$128.1 mn has been computed on the basis that Completion occurs on the Long Stop Date and includes the Ticker Amount of approximately S$7.2 mn calculated up to such date. As the Ticker Amount will vary depending on the date of Completion, it will be reduced if Completion occurs prior to the Long Stop Date. For illustration and based on the current transaction timetable (subject to satisfaction of the Positive Conditions), if Completion were to occur on 30 June 2026, the Ticker Amount would be approximately S$4.8 mn, resulting in a
Purchase Consideration of approximately S$125.7 mn. 4
The terms "Proposed Transaction", "Purchase Consideration", "Base Purchase Price", "Ticker Amount", "Long Stop Date", "Positive Conditions", and "Completion" have the same meaning
attributed to them in the Announcement.
Information on KMCUpgraded and hydrogen-ready combined cycle gas turbine poer plant in Singapore
Located on Jurong Island and connected to Singapore's electricity transmission network, the KMC Plant is well positioned to meet the electricity requirements of surrounding industrial customers, underscoring its role as a critical and integrated energy infrastructure asset.
Under the terms of the CTA, KMC receives regular and stable fixed capacity payments from Keppel Electric, subject to the KMC Plant meeting certain availability and capacity targets.
The terms of the CTA are designed to ensure that KMC does not take on the market risks of owning and operating a power plant as an independent power producer, ensuring long-term and predictable cash flows and the pass-through of most of its operating costs.
Support National Energy Security
Support decarbonisation of the power sector
Description: ~1,300 MW hydrogen-ready combined cycle gas turbine generation facility.
Supplies more than 10% of Singapore's electricity needs
Current Ownership Interest: 51%
Toller: Keppel Electric Pte. Ltd.
Positioned to deliver value to KIT and its unitholders
1
Increase Ownership in an Existing Asset with Strong Operating Track Record
2
Strong and Stable Cash Flow Generation Underpinned by Robust Long-term Contracts with Well-mitigated Risks
3
Increase KIT's Exposure to an Essential Infrastructure Asset Supporting Singapore's Long-term Energy Security
4
Accretive Acquisition that Strengthens Portfolio Resiliency
1
Increase Ownership in an Existing Asset with Strong Operating Track RecordLeveraging on KIT's extensive deep knoledge of KMC
Follow-On Acquisition Anchored by
10 Years of Experience in Managing the Asset
Historical contractual availability of KMC averaged c.98% in the last 10 years
100%
80%
60%
40%
20%
0%
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Enhance Portfolio Resilience
Deepen Exposure to High-quality Assets
Strengthen Long-term Cash Flow Stability
2
Strong and Stable Cash Flow Generation Underpinned by Robust Long-term Contracts with Well-mitigated RisksReinforcing the asset's stability and donside resilience
Long-Term Availability-Based Contract
Capacity-based revenues from Keppel Electric, contingent on the plant remaining operational and available
Limited Exposure to Market Price Volatility
Cash flows are largely independent of dispatch levels and prevailing power market prices, significantly reducing revenue volatility
Availability-based revenues
Cost Pass-Through
Mechanism
Cost Pass-Through Protection
Contractual pass-through of specified operating and maintenance costs reduces exposure to cost inflation and supports margin stability
3
Increase KIT's Exposure to an Essential Infrastructure Asset Supporting Singapore's Long-term Energy SecurityHigh Operational Efficiency
Important Role in Supporting National Energy Security
Hydrogen Co-Firing Capability and Future Fuel Flexibility
Alignment with Regulatory Priorities
Future Hydrogen Co-Firing Capability and Continued Relevance
Enhances adaptability to future fuel transitions
Supports KMC's continued relevance and contributing positively to long-term sustainability and value
Alignment with Regulatory Priorities
Further aligns KIT's portfolio with Singapore's long-term energy objectives and national infrastructure priorities
Essential Infrastructure Asset
High Operational Efficiency
Efficiency upgrades carried out in recent years
Reduced carbon emissions intensity relative to older, less efficient generation assets
Important Role in Supporting National Energy Security
KMC contributes to the reliability of Singapore's electricity supply and supports the country's energy security
Enhancing electricity supply reliability and readiness for future energy transitions
4
Accretive Acquisition that strengthens Portfolio ResiliencyFY 2025 pro forma1 Distribution per Unit (DPU) accretion of approximately 6%
Pro forma Financial Effects of
the Proposed Transaction
FFO
(S$ mn)
DPU
(S$ cents)
6%
Pro forma DPU3 for FY 2025 up from
3.94 S cents to 4.18 S cents post acquisition2)
8%
Pro forma Funds from Operations (FFO)2 for FY 2025 up from S$326 mn to S$352 mn post acquisition
Actual 326 3.94
Adjusted for the Proposed
Transaction
3522
4.183
% Change 8% 6%
Notes:
Pro forma figures assume the estimated transaction expenses and purchase consideration are funded by combination of internal resources and/or external borrowings.
The DIPU for FY 2025 was 4.10 Singapore cents. Assuming the Proposed Transaction had been completed on 1 January 2025 and KIT held the interests acquired pursuant to the Proposed Transaction through to 31 December 2025, the pro forma DIPU adjusted for the Proposed Transaction would be 4.34 Singapore cents, representing a change of approximately 6%. Rule 1010(9) of the Listing Manual requires that the issuer disclose the effect of the transaction on the earnings per share of the issuer for the most recently completed financial year, assuming that the transaction had been effected at the beginning of that financial year. The effect of the Proposed Transaction on the DIPU is used instead as it is a more appropriate measure for a business trust. Distributable Income is computed as FFO less mandatory debt repayment and other charges, credits or adjustments as deemed appropriate by the Trustee-Manager. DIPU is computed as Distributable Income divided by the weighted average Units of 6,084,672,093 as of 31 December 2025.
Based on DPU declared for FY 2025 and assuming all distributable income generated by the Proposed Transaction will be distributed to the shareholders of KMC, and assuming cash distributions received from the Proposed Transaction, net of corporate expenses, is fully distributed to Unitholders. The pro forma DPU following the Proposed Transaction set out herein should not be interpreted as being representative of the future DPU.
KIT, through its Trustee-Manager, has commissioned Deloitte Singapore SR&T Pte. Ltd. ("Deloitte") to perform an independent valuation in connection ith the proposed acquisition
S$ Mn | Market Valuation Range |
Low High |
Cost of 39% equity interest
ithin range of indicative market value of S$106.5 mn and S$118.1 mnBase Purchase Price and Purchase Consideration
125.7 - 128.1
Purchase Consideration2
120.9
4.8 - 7.2
Base Purchase Price Plus: Ticker Amount
8.9
Kindle Energy's Net Current Assets1 as at 31 Dec 2025
112.0
Fair Value of Investment in KMC held by Kindle Energy
S$ Mn
Indicative Business Enterprise Value (100%) | 841.7 | 871.3 |
Indicative Equity Value of KMC (100%) | 273.1 | 302.7 |
Indicative Market Value of KMC (39%) | 106.5 | 118.1 |
Valuation Methodology
Valuation Date: 31 December 2025
Primary Methodology: Valuation of the 39% equity interest in KMC was performed based on the income approach, using the discounted cash flow ("DCF") method
Secondary Methodology: Guideline Public Companies Method ("GPCM")
Basis of Value: Market Value
S$112 mn is within range and close to mid point
of the indicative market value of the 39% Equity Interest in KMC
Notes:
Mainly cash and cash equivalents
11
The Purchase Consideration of up to approximately S$128.1 mn has been computed on the basis that Completion occurs on the Long Stop Date and includes the Ticker Amount of approximately S$7.2 mn calculated up to such date. As the Ticker Amount will vary depending on the date of Completion, it will be reduced if Completion occurs prior to the Long Stop Date. For illustration and based on the current transaction timetable (subject to satisfaction of the Positive Conditions), if Completion were to occur on 30 June 2026, the Ticker Amount would be approximately S$4.8 mn, resulting in a
For enquiries, please contact:
KIT Investor Relations
Email: investor.relations@kepinfratrust.com
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https://www.kepinfratrust.com
Keppel Merlimau Cogen Combined Cycle Gas Turbine Power Plant
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