JOBSTREET CORPORATION BERHAD ( JOBSTREET OR THE COMPANY )

Transcription

1 JOBSTREET CORPORATION BERHAD ( JOBSTREET OR THE COMPANY ) (I) (II) PROPOSED DISPOSALS; AND PROPOSED DISTRIBUTION (COLLECTIVELY THE PROPOSALS ) 1. INTRODUCTION JobStreet has entered into a conditional share sale agreement with SEEK Asia Investments Pte Ltd for the disposal of its online job portal business for an aggregate consideration of RM1,730 million in cash (subject to adjustments as detailed in Section 2.2 of this announcement). Following the disposal, the Board of Directors of JobStreet ( Board ) intends to reward shareholders with a special cash dividend from substantially the entire proceeds received. Pursuant thereto and on behalf of the Board, HwangDBS Investment Bank Berhad ( HwangDBS ) wishes to announce that the Company: (i) has on 19 February 2014, entered into a conditional share sale agreement for the disposal of: a) 15,966,235 ordinary shares of JobStreet.com Pte Ltd, representing the entire equity interest in JobStreet.com Pte Ltd ( Proposed Disposal of JobStreet.com Pte Ltd ). The Proposed Disposal of JobStreet.com Pte Ltd will also entail the disposal of the entire equity interest in the following subsidiaries of JobStreet.com Pte Ltd: JobStreet.com Sdn Bhd; JobStreet.com Philippines Inc; JobStreet.com Limited; JobStreet.com Shared Services Sdn Bhd; JS Vietnam Holdings Pte Ltd and its subsidiary company, JobStreet Company Limited; PT JobStreet Indonesia; and JS Recruitment Solutions Sdn Bhd, b) 50,000 ordinary shares of RM1.00 each in Agensi Pekerjaan JS Staffing Services Sdn Bhd, representing the entire equity interest in Agensi Pekerjaan JS Staffing Services Sdn Bhd; to SEEK Asia Investments Pte Ltd, for a total consideration of RM1,730 million (subject to adjustments as detailed in Section of this announcement) to be satisfied entirely in cash and payable net of dividends to be received by SEEK International Investments Pty Ltd (being a shareholder of JobStreet, pursuant to the Proposed Distribution as detailed in Sections 2.8 and 3 herein ( Disposal Consideration ) (collectively the Proposed Disposals ); and (ii) proposes a distribution of approximately RM1,700 million via a special cash dividend, as detailed in Sections 2.8 and 3 herein, to the entitled shareholders of JobStreet ( Entitled Shareholders ) at an entitlement date(s) to be determined and announced later ( Entitlement Date(s) ) ( Proposed Distribution ). The Proposed Disposals are effectively for the sale of all of the Company s online job portal businesses in Malaysia, Singapore, Philippines, Indonesia and Vietnam. The Disposal Consideration is subject to adjustments as detailed in Section of this announcement.

2 Concurrent with this announcement, the Board had also announced that JobStreet.com Pte Ltd, JobStreet, Summit Internet Investments, Inc (as the Vendor) and JG Summit Holdings, Inc (as the Vendor Guarantor) had on 18 February 2014 entered into a conditional share sale agreement for Jobstreet.com Pte Ltd to acquire from Summit Internet Investments, Inc, 5,645,600 ordinary shares of Philippines Peso 1.00 each in JobStreet.com Philippines Inc, representing the remaining 40% of the total issued and paid-up share capital of JobStreet.com Philippines Inc, for a purchase price of RM120,536,000 ( Proposed Acquisition of JobStreet.com Philippines Inc ). On 10 January 2014, the Board had announced that JobStreet.com Pte Ltd, had on 9 January 2014 entered into a conditional share sale agreement with Nguyen Hoang Bao to acquire 190,000 ordinary shares in JS Vietnam Holdings Pte Ltd, representing the remaining 19% of the issued and paid-up share capital of JS Vietnam Holdings Pte Ltd, for a consideration of RM1,195,838 ( Proposed Acquisition of JS Vietnam Holdings Pte Ltd ). On 13 January 2014, the Board had announced that JobStreet.com Pte Ltd, a wholly owned subsidiary company of JobStreet had on 13 January 2014 entered into a conditional share sale agreement with PT Sinar Mas Multiartha Tbk to acquire 160 ordinary shares of United States Dollar 1,000 each in PT JobStreet Indonesia, representing the remaining 40% of the total issued and paid-up share capital of PT JobStreet Indonesia, for a consideration of RM13,740,000 ( Proposed Acquisition of PT JobStreet Indonesia ). Upon completion of the Proposed Acquisition of JS Vietnam Holdings Pte Ltd, Proposed Acquisition of PT JobStreet Indonesia and Proposed Acquisition of JobStreet.com Philippines Inc, the said three (3) companies will become wholly-owned subsidiary companies of JobStreet.com Pte Ltd. The Proposed Acquisition of JS Vietnam Holdings Pte Ltd, Proposed Acquisition of PT JobStreet Indonesia and Proposed Acquisition of JobStreet.com Philippines Inc will be completed prior to the completion of the Proposed Disposals. For the purpose of this announcement, JobStreet.com Pte Ltd, JobStreet.com Sdn Bhd, JobStreet.com Philippines Inc, JobStreet.com Limited, JobStreet.com Shared Services Sdn Bhd, JS Vietnam Holdings Pte Ltd, JobStreet Company Limited, PT JobStreet Indonesia, JS Recruitment Solutions Sdn Bhd and Agensi Pekerjaan JS Staffing Services Sdn Bhd shall be referred to as Disposal Companies. Prior to the completion of the Proposed Disposals, JobStreet will undertake an internal reorganisation of its remaining businesses to streamline its remaining businesses. As part of the reorganisation, JobStreet.com Pte Ltd will transfer its entire equity interests in Enerpro Pte Ltd and JobStreet.com India Pvt Limited to JobStreet ( Internal Reorganisation ). The group structure of JobStreet, after taking into consideration the completion of the Proposed Acquisition of JS Vietnam Holdings Pte Ltd, Proposed Acquisition of PT JobStreet Indonesia, Proposed Acquisition of JobStreet.com Philippines Inc, the Internal Reorganisation and the Proposed Disposals will be as follows: ~ The remainder of this page has been intentionally left blank ~

3 Prior to the Proposed Disposals (After taking into consideration the completion of the Proposed Acquisition of JS Vietnam Holdings Pte Ltd, Proposed Acquisition of PT JobStreet Indonesia, Proposed Acquisition of JobStreet.com Philippines Inc but before the Internal Reorganisation) JobStreet 60.0% JobStreet AseanBusiness Consulting Kabushiki Kaisha 100.0% AgensiPekerjaanJS Staffing Services Sdn Bhd 100.0% 100.0% 49.0% 100.0% 21.13% 23.54% JobStreet.com Pte Ltd Autoworld.com.my Sdn Bhd JobStreet Recruitment (Thailand) Co. Ltd JS Overseas Holdings Ltd InnityCorporation Berhad 104 Corporation 100.0% 100.0% JobStreet.com Sdn Bhd JobStreet.com Philippines Inc 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% JobStreet.com India Pvt Limited JobStreet.com Limited Enerpro Pte Ltd JobStreet.com Shared Services Sdn Bhd PT JobStreet Indonesia JS Recruitment Solutions Sdn Bhd 100.0% 95.0% JV Vietnam Holdings Pte Ltd JobStreet Company Limited Subsequent to the Internal Reorganisation and Proposed Disposals 60.0% JobStreet AseanBusiness Consulting Kabushiki Kaisha 100.0% Autoworld.com.my Sdn Bhd JobStreet 49.0% 100.0% JobStreet Recruitment (Thailand) Co. Ltd 100.0% 100.0% JS Overseas Holdings Ltd JobStreet.com India Pvt Limited Enerpro Pte Ltd 21.13% InnityCorporation Berhad 23.54% 104 Corporation Further details on the Proposed Disposals and the Proposed Distribution are set out in the ensuing sections and appendices of this announcement.

4 2. DETAILS OF THE PROPOSED DISPOSALS 2.1 Information on Disposal Companies Information on JobStreet.com Pte Ltd JobStreet.com Pte Ltd was incorporated in Singapore under the Companies Act (Cap. 50) as a private limited company on 17 July 1999 under its current name. As at 31 January 2014, the issued and paid-up share capital of JobStreet.com Pte Ltd is Singapore Dollar ( SGD ) 6,307,011 comprising 15,966,235 ordinary shares which are credited as fully paid-up. JobStreet.com Pte Ltd is principally engaged in online recruitment and human resource management services. JobStreet.com Pte Ltd is a wholly-owned subsidiary of JobStreet. The summary of directors shareholding information is as follows: Directors < Direct > < Indirect > shares % held shares % held Ng Kay Yip Lim Chao Li Ng Hoe Par Suresh A/L Thirugnanam Please refer to Appendix I for further details of JobStreet.com Sdn Bhd, JobStreet.com Philippines Inc, JobStreet.com Limited, JobStreet.com Shared Services Sdn Bhd, JS Vietnam Holdings Pte Ltd, PT JobStreet Indonesia and JS Recruitment Solutions Sdn Bhd. Please refer to Appendix II for further details of the financial information of JobStreet.com Pte Ltd Information on Agensi Pekerjaan JS Staffing Services Sdn Bhd Agensi Pekerjaan JS Staffing Services Sdn Bhd was incorporated in Malaysia under the Companies Act, 1965 ( Act ) as a private limited company on 25 September 2009 under its present name. As at 31 January 2014, the authorised share capital of Agensi Pekerjaan JS Staffing Services Sdn Bhd is RM100,000 comprising 100,000 ordinary shares of RM1.00 each ( JS Staffing Shares ) and the issued and paid-up share capital of Agensi Pekerjaan JS Staffing Services Sdn Bhd is RM50,000 comprising 50,000 JS Staffing Shares. Agensi Pekerjaan JS Staffing Services Sdn Bhd is principally engaged in the provision of temporary and contract staffing services, business process outsourcing services and consultancy services. Agensi Pekerjaan JS Staffing Services Sdn Bhd is a wholly-owned subsidiary of JobStreet. The summary of directors shareholding information is as follows: Directors < Direct > < Indirect > shares % held shares % held Suresh A/L Thirugnanam Gregory Charles Poarch Please refer to Appendix II for further details of the financial information of Agensi Pekerjaan JS Staffing Services Sdn Bhd.

5 2.2 Salient Terms of the Share Sale Agreement for the Proposed Disposals ( JobStreet SSA ) The salient terms, as extracted from the JobStreet SSA, are as follows: Sale and Purchase On and subject to the terms of the JobStreet SSA, JobStreet agrees to sell or procure the sale of, and SEEK Asia Investments Pte Ltd agrees to purchase or procure the purchase by its nominee of, all of the issued shares of JobStreet.com Pte Ltd and Agensi Pekerjaan JS Staffing Services Sdn Bhd and the JobStreet.com Sdn Bhd sale shares (collectively the Sale Shares ) with effect from the completion of the sale and purchase of the Sale Shares ( Closing ), free and clear from encumbrances and together with all rights then attaching to them. Pursuant to the JobStreet SSA, SEEK Limited (as the Purchaser Guarantor) has agreed to guarantee the obligations of SEEK Asia Investments Pte Ltd Consideration The Disposal Consideration for the transfer of the Sale Shares under the JobStreet SSA shall be RM1,730 million, subject to adjustment on the targeted cash, debt and working capital amounts at Closing as provided in the JobStreet SSA. Upon the adjustment on the closing date, the Disposal Consideration shall be payable by SEEK Asia Investments Pte Ltd to JobStreet in cash net of a set-off amount (which is SEEK Asia Investments Pte Ltd s pro rata share of the Disposal Consideration minus SEEK Asia Investments Pte Ltd s pro rata share of the agreed transaction costs) ( Set-Off Amount ). SEEK Asia Investments Pte Ltd shall apply the special dividend payment receivable by SEEK International Investments Pty. Ltd. (following the transfer of such receivable to SEEK Asia Investments Pte Ltd) against the Set-Off Amount. The payment obligation of SEEK Asia Investments Pte Ltd and/or SEEK Limited to JobStreet in respect of the Set-Off Amount shall be extinguished upon payment of the special dividend in accordance with Schedule 4 of the JobStreet SSA. SEEK Asia Investments Pte Ltd and SEEK Limited agree that SEEK International Investments Pty. Ltd. s share of any special dividend is represented by the Set- Off Amount and that it will not receive a cash payment in connection therewith. Promptly after Closing, JobStreet and SEEK Asia Investments Pte Ltd shall complete the Closing Date Financial Adjustment as set out in Schedule 2 of the JobStreet SSA. If on completion of such procedures any payment is to be made, the payment (and any prior preliminary adjustment) shall be made by way of adjustment of the Disposal Consideration Conditions to Closing Closing shall be conditional on the conditions set out in Schedule 8 of the JobStreet SSA ( Conditions ) having been fulfilled or waived by the relevant party specified in Schedule 8. The Conditions are: (i) the passing of a shareholders resolution granting approval of any and all contemplated transactions pursuant to Paragraph 10.11A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, payment of the special dividend and the transfer of the ownership of all the shares in JobStreet.com Philippines Inc, to JobStreet.com Pte Ltd, at a general meeting of JobStreet s shareholders;

6 (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) the approval granted by the Competition Commission Singapore without any conditions which in the good faith judgment of SEEK Limited would have a material adverse effect on the expected benefits to Seek Asia Investments Pte Ltd and its affiliates from time to time (including the Disposal Companies from Closing) from the transactions to be obtained; there not having come to the notice of SEEK Asia Investments Pte Ltd any breach of, or any event rendering inaccurate any of the warranties of JobStreet as set out in Schedule 1 of the JobStreet SSA except with respect to any such breaches or inaccuracies which, in the aggregate, have not had or resulted in and would not be reasonably likely to have or result in a material adverse effect; there not having come to the notice of JobStreet any material breach of, or any event rendering materially inaccurate, any of the warranties of SEEK Asia Investments Pte Ltd or SEEK Limited as set out in Schedule 3 of the JobStreet SSA; there not having occurred a material adverse effect; other than with respect to the Competition Commission Singapore approval, there being no orders, judgments, decrees or injunctions in any applicable jurisdiction which prohibit or materially restrict the consummation of the transactions; JobStreet having performed its obligations in all material respects under the JobStreet SSA which are to be performed from the execution of the JobStreet SSA up to and including the date prior to the Closing; Suresh A/L Thirugnanam having not rescinded his acceptance of employment by a member of SEEK Asia Investments Pte Ltd and its affiliates from time to time (including the Disposal Companies from Closing); and Mark Chang Mun Kee, Gregory Charles Poarch and Albert Wong Siew Hui remaining employed by JobStreet and its affiliates from time to time including the retained assets (excluding the Disposal Companies from Closing). Conditions (v) and (vi) above may be waived upon mutual agreement between JobStreet and SEEK Asia Investments Pte Ltd. Conditions (iii), (vii), (viii) and (ix) above may only be waived by notice from SEEK Asia Investments Pte Ltd. Condition (iv) above may only be waived by notice from JobStreet. For the avoidance of doubt, the remaining Conditions above may not be waived. SEEK Asia Investments Pte Ltd agrees that its obligations under the JobStreet SSA are not subject to any condition relating to SEEK Asia Investments Pte Ltd s financing of the transactions. If any of the Conditions have not been fulfilled or waived on or before 1 July 2014, then a party which has the right, to waive any such Condition which has not been fulfilled or waived (or in the case of the conditions set forth in Conditions (i) and (ii) above, either Party so long as it is not in breach of its obligations to attempt to fulfill such Condition (if applicable)), may terminate the JobStreet SSA (other than the Surviving Provisions of the JobStreet SSA) with immediate effect by notice in writing to the other parties. In such event, no party shall have any claim of any nature whatsoever against the other parties except in respect of any rights and liabilities which have accrued before termination or under any of the Surviving Provisions of the JobStreet SSA. If all Conditions are fulfilled or waived on or before 1 July 2014 but the restructuring of JobStreet as set out in the JobStreet SSA has not been completed, then JobStreet may not terminate the JobStreet SSA. However, if the restructuring of JobStreet has not been completed by 30 September 2014, then JobStreet may terminate the JobStreet SSA so long as it has been using all reasonable efforts to complete the restructuring.

7 2.2.4 Transition Services The Parties will enter into a Transition Services Agreement to provide transitional support for each other during a one-two year period following the Closing, which includes inter-alia requesting certain senior executives of JobStreet to spend substantial time during this transition period to assist SEEK Asia Investment Pte Ltd with post-transaction integration and other matters. 2.3 Basis and Justification for the Disposal Consideration The Board has taken into consideration a number of factors, the most relevant of which include the price and the nature of the consideration and the terms offered. The Disposal Consideration was arrived at on a willing buyer-willing seller basis after taking into consideration the pro-forma earnings before interest, tax, depreciation and amortization ( EBITDA ) and profit after tax ( PAT ) of the Disposal Companies for the financial years ended ( FYE ) 31 December 2012 and The Disposal Consideration represents: (i) an enterprise value ( EV )-to-ebitda ratio ( EV/EBITDA Ratio ) of approximately 28 times based on the proforma consolidated EBITDA (based on audited accounts) of the Disposal Companies of RM61 million for the FYE 31 December 2012; (ii) an EV/EBITDA Ratio of approximately 22 times based on the proforma unaudited consolidated EBITDA of the Disposal Companies of RM78 million for the FYE 31 December 2013; (iii) a price-to-earnings ratio ( PE Ratio ) (1) of approximately 36 times based on the proforma consolidated PAT (2) (based on audited accounts) of the Disposal Companies of RM49 million for the FYE 31 December 2012; and (iv) a PE Ratio of approximately 31 times based on the proforma unaudited consolidated PAT (2) of the Disposal Companies of RM59 million for the FYE 31 December Notes: (1) Equity value is calculated based on the Enterprise Value of RM1,730 million adjusted for pro forma consolidated cash, investments and deposit balance of RM68 million as of 31 December The Disposal Companies do not have any outstanding debt as of 31 December (2) Adjusted for the proforma of Proposed Acquisition of JS Vietnam Holdings Pte Ltd, Proposed Acquisition of PT JobStreet Indonesia, Proposed Acquisition of JobStreet.com Philippines Inc 2.4 Settlement of Disposal Consideration The Disposal Consideration of RM1,730 million is to be entirely satisfied in cash and payable by SEEK Asia Investments Pte Ltd net of dividends to be received by SEEK International Investments Pty Ltd (which is a shareholder of JobStreet and will transfer its receivable to SEEK Asia Investments Pte Ltd) pursuant to the Proposed Distribution as detailed in Sections 2.8 and 3 herein ( SEEK s Dividend Entitlement ).

8 2.5 Information on SEEK Asia Investments Pte Ltd SEEK Asia Investments Pte Ltd was incorporated in Singapore as a limited liability company on 5 February 2014 under its current name. SEEK Asia Investments Pte Ltd is wholly-owned by SeekAsia Ltd ( SEEK Asia ), a limited liability company incorporated in the Cayman Islands. SEEK Asia is majority owned by SEEK Limited and is the investment vehicle for SEEK Limited and its co-investors in investing across Asia in online employment businesses. The directors and substantial shareholders shareholdings in SEEK Asia, as at 2 October 2013, are as follows: Directors/ Substantial Shareholders < Direct > < Indirect > shares % held shares % held Directors: John Armstrong Jason Lenga Ronnie Fink Scott Shleifer Ian Phillips Dan Phillips Substantial Shareholders: SEEK Limited 232,147, News Corporation 40,678, Tiger Global 40,678, Macquarie Capital 23,146, SEEK Limited was incorporated in Australia as a proprietary company on 17 September 1997 as Wildenbridge Proprietary Limited. On 7 November 1997, SEEK Limited changed its name from Wildenbridge Proprietary Limited to Gusto Communications Pty Ltd. On 21 November 1997, it changed its name to SEEK Communications Pty Ltd. On 28 March 2000, SEEK Limited converted from a proprietary company to a public company. On 15 October 2003, SEEK Limited assumed its current name. As at 30 June 2013, the authorised share capital of SEEK Limited is Australian Dollar ( AUD ) million comprising million ordinary shares of AUD0.50 each which have been issued and fully paid-up. SEEK Limited was listed on the Australian Stock Exchange on 19 April SEEK Limited is principally engaged in the provision of online employment and education related services.

9 The directors and substantial shareholders shareholdings in SEEK Limited, as at 2 October 2013, are as follows: Directors/ Substantial Shareholders < Direct > < Indirect > shares % held shares % held Directors: Neil Chatfield 43,157 (1) Andrew Bassat 2,059,212 (1) ,250, Collin Carter ,458 (1) 0.03 Denise Bradley 5,000 (1) ^ - - Graham Goldsmith ,000 (1) 0.01 Substantial Shareholders: Fidelity International Group 40,541, Hyperion Asset Management 24,204, AustralianSuper Pty Ltd 18,033, Notes: (1) Based on number of shares held as at 30 June 2013 ^ Negligible Please refer to Appendix III for further details of SEEK Limited. 2.6 Original Cost and Date of Investment Details of the original costs and dates of investment in the Disposal Companies are as follows: Name Date and Place of Incorporation Interest Held (%) Date of Initial Investment Original Cost of Investment No. of Shares JobStreet.com Pte Ltd / Singapore RM18,527,253 15,966,235 JobStreet.com Sdn Bhd / Malaysia RM2 RM99,998 RM150, , ,000 JobStreet.com Philippines Inc / Philippines (1) PHP4,868,400 PHP3,600,000 4,868,400 3,600,000 JobStreet.com Limited JobStreet.com Shared Services Sdn Bhd / Hong Kong / Malaysia HKD RM500, ,000

10 Name Date and Place of Incorporation Interest Held (%) Date of Initial Investment Original Cost of Investment No. of Shares JS Vietnam Holdings Pte Ltd / Singapore (2) USD2 USD809, ,998 JobStreet Company Limited / Vietnam 95.0 (3) VND475,000,000 Not applicable PT JobStreet Indonesia / Indonesia (4) USD60,000 USD180, JS Recruitment Solutions Sdn Bhd / Malaysia RM2 2 Agensi Pekerjaan JS Staffing Services Sdn Bhd / Malaysia RM2 RM49, ,998 Notes: (1) Wholly owned pursuant to the completion of the Proposed Acquisition of JobStreet.com Philippines Inc (2) Wholly owned pursuant to the completion of the Proposed Acquisition of JS Vietnam Holdings Pte Ltd (3) Held through JS Vietnam Holdings Pte Ltd. An application for an amended Business Registration Certificate has been submitted to the Vietnam authorities and is pending their review. (4) Wholly owned pursuant to the completion of the Proposed Acquisition of PT JobStreet Indonesia 2.7 Assumption of Liabilities Save as provided in the JobStreet SSA, there are no liabilities, including contingent liabilities and guarantees to be assumed by SEEK Asia Investments Pte Ltd upon completion of the Proposed Disposals. ~ The remainder of this page has been intentionally left blank ~

11 2.8 Utilisation of Proceeds The Disposal Consideration from the Proposed Disposals is subject to adjustments as detailed in Section of this announcement. For the purpose of illustration, assuming that the entire disposal consideration from the Proposed Disposals is RM1,730 million, the proceeds from the Proposed Disposals are expected to be utilised in the following manner: Purpose Note RM million Estimated timeframe for utilisation from completion of the Proposed Disposals Proposed Distribution 1 1,700 Within 2 months Estimated expenses in relation to the Proposed Disposals 2 30 Within 1 month Total 1,730 Notes: (1) The Proposed Distribution will be paid via a special cash dividend. Please refer to Section 3 of this announcement for further details of the Proposed Distribution. (2) Part of the proceeds from the Proposed Disposals will be used to defray expenses of the Proposals, comprising professional fees, extraordinary general meeting expenses and other disbursements/miscellaneous expenses of approximately RM30 million. If the actual expenses vary, any surplus will be utilized as general working capital of the JobStreet group. 3. DETAILS OF THE PROPOSED DISTRIBUTION Subject to the completion of the Proposed Disposals, the proceeds will be utilised as stated in Section 2.8 of this announcement, which amongst others includes the distribution of a special cash dividend to the Entitled Shareholders. The Disposal Consideration is subject to adjustments pursuant to Section of this announcement and shall be finalised and announced subsequent to the completion of the Proposed Disposals. The declaration and payment of the special cash dividend will be a single-tier interim special dividend to the Entitled Shareholders. 4. RATIONALE FOR THE PROPOSALS Amidst an uncertain global growth environment and an increasingly competitive industry environment that has witnessed the emergence of new competitors and the growing acceptance of social media as a legitimate platform as a recruitment tool, the Board is constantly evaluating the long term strategy of the business. This includes assessing the ways in which the Company can grow organically as well as through value-accretive transactions which may include but are not limited to acquisition and/or divestment opportunities. The Proposed Disposals represent an attractive offer and will allow JobStreet to immediately unlock substantial value in the online job portal business which is consistent with the Company s intent of maximising returns to shareholders. The Proposed Distribution provides immediate significant liquidity to shareholders and is undertaken to reward shareholders.

12 5. RISK FACTORS IN RELATION TO THE PROPOSALS 5.1 Completion Risks The completion of the Proposed Disposals will be conditional upon the Conditions set out in Section of this announcement being satisfied. There is no certainty that the Conditions including the necessary approvals will be satisfied. However, JobStreet will ensure that all reasonable steps will be taken in relation to the completion of the Proposed Disposals. 5.2 Timing Risks The timing of the completion of the Proposed Disposals is conditional upon the Conditions being satisfied within the timeframe stipulated in the JobStreet SSA. Any delay in completion of the Proposed Disposals would have a consequential impact on the timeliness of the implementation of the Proposed Distribution. Notwithstanding the above and to the extent possible, JobStreet will take all reasonable steps to facilitate the timely completion of the Proposals. 5.3 Loss of potential future income from the Disposal Companies The Proposed Disposals will result in the loss of potential future income from the Disposal Companies, as they are currently major contributors of the revenue and profit before tax ( PBT ) of JobStreet s group of subsidiary and associated companies ( JobStreet Group ). For the FYE 31 December 2012, the Disposal Companies collectively contributed approximately 93% and 82% of the JobStreet Group s revenue and PBT respectively. Moving forward, JobStreet will cease to consolidate the revenue and profit contributions from these entities. 5.4 Listing status of JobStreet pursuant to the Proposed Disposals Upon completion of the Proposed Disposals, JobStreet may be classified as an affected listed issuer and as a Cash Company as set out under Practice Note 17 ( PN17 ) and Practice Note 16 ( PN16 ) respectively of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ). Should JobStreet be classified as an affected listed issuer or Cash Company, JobStreet would have to regularise its condition within the stipulated timeframe set out under the Listing Requirements. Failure to comply with the obligations under PN17 and/or PN16 of the Listing Requirements may result in the suspension from trading of JobStreet s listed securities and/or delisting from the Official List of Bursa Securities. Please refer to Section 7.0 of this announcement for further details of the listing status and future plans of the Company. ~ The remainder of this page has been intentionally left blank ~

13 6. EFFECTS OF THE PROPOSALS The Internal Reorganisation will not have any material effect on the Company s issued and paid-up share capital, consolidated net assets ( NA ) and gearing, consolidated earnings and substantial shareholders shareholdings. The effect of the Proposals on the Company s issued and paid-up share capital, consolidated NA and gearing, consolidated earnings and substantial shareholders shareholdings are set out below: 6.1 Share capital and substantial shareholders shareholdings The Proposals will not have any effect on the share capital and substantial shareholders shareholdings of JobStreet. 6.2 NA and gearing For illustrative purposes, based on the latest audited consolidated financial statements of JobStreet as at 31 December 2012, the pro-forma effects on the NA and gearing of JobStreet assuming that the Proposed Acquisition of JS Vietnam Holdings Pte Ltd, Proposed Acquisition of PT JobStreet Indonesia, Proposed Acquisition of JobStreet.com Philippines Inc and the Proposals were effected on that date are as follows: Audited as at 31 December 2012 Pursuant to the share split* Pursuant to share options exercised and ordinary shares bought back and cancelled during the FYE 31 December 2013** After the Proposed Acquisition of JS Vietnam Holdings Pte Ltd After the Proposed Acquisition of PT JobStreet Indonesia After the Proposed Acquisition of JobStreet.com Philippines Inc After the Proposed Disposals After the Proposed Distribution RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 Share capital 63,005 63,005 63,513 63,565 64,165 69,105 70,824 70,824 Reserves 151, , , , , ,373 18,687 Share Premium - - 2,049 3,193 16, , , ,600 Total equity attributable to owners of the Company / NA 214, , , , , ,407 1,931, ,111

14 Non-controlling interests Audited as at 31 December 2012 Pursuant to the share split* Pursuant to share options exercised and ordinary shares bought back and cancelled during the FYE 31 December 2013** After the Proposed Acquisition of JS Vietnam Holdings Pte Ltd After the Proposed Acquisition of PT JobStreet Indonesia After the Proposed Acquisition of JobStreet.com Philippines Inc After the Proposed Disposals After the Proposed Distribution RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 1,639 1,639 1,639 1,639 1, Total equity 216, , , , , ,724 1,931, ,428 No. of shares ( 000) NA per share (RM) 315, , , , , , , , Total borrowings Net cash (cash and cash equivalents less total borrowings) Gross gearing (times) Net gearing (times) 71,662 71,662 73,632 73,632 73,632 73,632 1,716,848 16,848 ^ ^ ^ ^ ^ ^ ^ ^ Notes: * Pursuant to a share split involving the subdivision of every one (1) existing ordinary share of RM0.20 each in JobStreet into two (2) ordinary shares of RM0.10 each in JobStreet completed on 5 September ** During the FYE 31 December 2013, 5,885,268 share options were exercised and 813,600 ordinary shares of RM0.10 each were bought back and cancelled. ^ Assuming the final Disposal Consideration is RM1,730 million.

15 6.3 Earnings and Earnings Per Share ( EPS ) The Proposed Disposals will not have any impact on the consolidated earnings of the JobStreet Group for the FYE 31 December 2013 as the Proposed Disposals are expected to be completed in the second quarter of the financial year ending 31 December The Proposed Disposals are expected to contribute positively to the earnings and EPS of JobStreet for the financial year ending 31 December 2014 due to the net gain on disposal of approximately RM1,581 million (assuming the final disposal consideration is RM1,730 million) arising from the Proposed Disposals. Any future income contribution to be derived from the Disposal Companies will cease upon completion of the Proposed Disposals. The Proposed Distribution will not have any effect on the earnings and EPS of JobStreet for the financial year ending 31 December ~ The remainder of this page has been intentionally left blank ~

16 7. LISTING STATUS AND FUTURE PLANS OF THE COMPANY Upon completion of the Proposed Disposals, JobStreet will have no significant operations and will hold cash, certain investments held for sale and other illiquid assets. In such an event, Bursa Securities may classify JobStreet as an affected listed issuer under PN17 of the Listing Requirements upon completion of the Proposed Disposals as JobStreet may be deemed to have triggered the following prescribed criteria under PN17: (a) (b) suspended or ceased all of its business or entire operations as a result of the Proposed Disposals; or have an insignificant business or operations after the Proposed Disposals. The Board will take the necessary actions to formulate a plan to regularise the affected listed issuer condition of the Company subsequent to the Proposed Disposals. Any progress in this regard shall be announced to Bursa Securities in due course. In addition, upon completion of the Proposed Disposals and prior to the completion of the Proposed Distribution, Bursa Securities may classify JobStreet as a Cash Company under PN16 of the Listing Requirements. JobStreet would have triggered the prescribed criteria under Paragraph 8.03(1) of the Listing Requirements as it will have 70% or more of its consolidated assets consisting of cash or short term investments or a combination of both. As there are concerns that JobStreet may be classified as a Cash Company under PN16 upon completion of the Proposed Disposals and prior to the completion of the Proposed Distribution, JobStreet will prior to the completion of the Proposed Disposals, submit an application to Bursa Securities for its concurrence that it will not be classified as a Cash Company under PN16 in view of the Proposed Distribution to be undertaken. 8. APPROVALS REQUIRED The Proposals are subject to, amongst others, the following approvals being obtained from the following authorities/parties: (i) the shareholders of JobStreet via an ordinary resolution (with an approval of at least 75% in value of the shareholders present and voting either in person or by proxy) at an extraordinary general meeting ( EGM ) to be convened for the Proposals; (ii) the approval granted by the Competition Commission Singapore ( CCS ) indicating that the CCS approves the completion of the Proposed Disposals having been obtained without any conditions; and (iii) any other relevant approving authorities and/or parties, where required. Barring any unforeseen circumstances, the submissions to the relevant authorities will be made within two (2) months from the date of this announcement. The Proposed Distribution is conditional upon the completion of the Proposed Disposals. The Proposed Disposals are not conditional upon the completion of the Proposed Distribution.

17 9. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors or major shareholders of JobStreet, as well as persons connected to them, have any interest, direct or indirect, in the Proposed Disposals, save for: (i) SEEK International Investments Pty Ltd, who owns 22.2% interest in JobStreet. SEEK Limited (the Purchaser Guarantor of the Proposed Disposals) is the holding company of SEEK International Investments Pty Ltd and the major shareholder of SEEK Asia Investments Pte Ltd (the Purchaser of the Proposed Disposals). (Note: upon the issuance of new ordinary shares of RM0.10 each in JobStreet pursuant to the Proposed Acquisition of JS Vietnam Holdings Pte Ltd, Proposed Acquisition of JobStreet.com Philippines Inc and Proposed Acquisition of PT JobStreet Indonesia and full exercise of employees share option shares, SEEK International Investments Pty Ltd s interest in JobStreet will be 19.9%); and (ii) Suresh A/L Thirugnanam, who is required not to rescind his acceptance of employment by Seek Limited or its affiliates. Under the definitions of interested person in Paragraph 1.01 (iv) and (v) of the Listing Requirements, Suresh A/L Thirugnanam may be deemed as accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of SEEK Limited. Accordingly, SEEK International Investments Pty Ltd and Suresh A/L Thirugnanam are deemed interested in the Proposed Disposals and will abstain from voting in respect of its/his direct shareholdings in JobStreet on the resolution pertaining to the Proposed Disposals, to be tabled at the forthcoming EGM. It/ He will also ensure that persons connected with it/ him (if any) will abstain from voting in respect of their direct and indirect shareholdings on the resolution pertaining to the Proposed Disposals to be tabled at the forthcoming EGM. Save as disclosed above, none of the Directors or major shareholders of JobStreet as well as persons connected to them have any interest, direct or indirect, in the Proposed Distribution beyond their respective entitlements, if any, as shareholders of JobStreet, which are similarly available to all other Entitled Shareholders. 10. AUDIT COMMITTEE S STATEMENT The Audit Committee of JobStreet, after taking into consideration the preliminary opinion of the Independent Adviser and having considered all aspects of the Proposed Disposals which include amongst others but not limited to the basis and justification for the Disposal Consideration, the rationale and financial effects of the Proposed Disposals, is of the opinion that the Proposed Disposals are fair, reasonable and on normal commercial terms, are in the best interest of the Company and are not detrimental to the non-interested shareholders of JobStreet. 11. DIRECTORS STATEMENT Our Board (save for Suresh A/L Thirugnanam) after having considered and deliberated on the following: (i) all relevant aspects of the Proposals (including, but not limited to the rationale, salient terms of the JobStreet SSA and effects to the Company and its shareholders); (ii) the basis and justification for the Proposals; and (iii) having consulted with its advisers, is of the opinion that the Proposals are in the best interests of the Company.

18 The Disposal Consideration is for cash amounting to RM1,730 million (excluding the adjustment to the Disposal Consideration as detailed in Section of this announcement). SEEK Asia Investments Pte Ltd, vide SEEK Limited has adequate financial resources from their syndicated banking facilities to finance the acquisition of the Disposal Companies. The Company had discussions with several parties regarding the potential sale of its business, including SEEK Limited. The Board considers these discussions to be a validation of the attractiveness of the Disposal Companies and does not intend to seek any other alternative offers. 12. ADVISERS HwangDBS has been appointed as the Principal Adviser for the Proposed Disposals. DBS Bank Ltd and Lazard Asia Limited have been appointed as the Financial Advisers of JobStreet for the Proposed Disposals. The Proposed Disposals represent a major disposal pursuant to Paragraph and 10.11A of the Listing Requirements and are also deemed as a related party transaction under Paragraph of the Listing Requirements given the interest of SEEK International Investments Pty Ltd as detailed in Section 9 above. As such, AmInvestment Bank Berhad has been appointed on 18 February 2014 as the Independent Adviser to undertake the following in relation to the Proposed Disposals: (i) (ii) (iii) comment as to whether the terms of the Proposed Disposals are fair and reasonable and not detrimental in so far as the non-interested shareholders of JobStreet are concerned; advise the non-interested shareholders of JobStreet on whether they should vote in favour of the Proposed Disposals; and take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in paragraphs (i) and (ii) above. 13. TOTAL AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PRECEDING 12 MONTHS There are no other transactions with the same related party, namely SEEK International Investments Pty Ltd, SEEK Asia Investments Pte Ltd, SeekAsia and SEEK Limited in the 12 months preceding the date of the JobStreet SSA. 14. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSALS Barring any unforeseen circumstances and subject to all the requisite approvals being obtained (as set out in Section 8 above), the Proposals are expected to be completed by the second quarter of HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSED DISPOSALS Based on the Disposal Consideration and JobStreet s audited consolidated financial statements for the FYE 31 December 2012, the highest percentage ratio pursuant to paragraph 10.02(g) of the Listing Requirements applicable to the Proposed Disposals is more than 100%. The Proposed Disposals represent a major disposal pursuant to the Listing Requirements and require the approval of JobStreet s shareholders.

19 16. OTHER INFORMATION Please refer to Appendix I, II and III attached herein for further information on the subsidiary and associated companies of JobStreet.com Pte Ltd, the financial information of the Disposal Companies and further information on SEEK Limited. Further information on the Proposals will be provided in the circular to shareholders of JobStreet to be despatched in due course. 17. DOCUMENT FOR INSPECTION The JobStreet SSA is available for inspection at the registered office of the Company at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan during normal business hours (from 9.00 a.m. to 5.00 p.m.) from Mondays to Fridays (except for public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 19 February 2014.

20 APPENDIX I 1. Information on JobStreet.com Sdn Bhd JobStreet.com Sdn Bhd was incorporated in Malaysia under the Companies Act, 1965 ( Act ) as a private limited company on 6 October 1997 under its present name. As at the date of this announcement, the authorised share capital of JobStreet.com Sdn Bhd is RM500,000 comprising 500,000 ordinary shares of RM1.00 each ( JM Shares ). The issued and paid-up share capital of JobStreet.com Sdn Bhd as at the date of this announcement is RM250,000 comprising 250,000 JM Shares. JobStreet.com Sdn Bhd is principally engaged in the provision of online recruitment and human resource management services. JobStreet.com Sdn Bhd is a wholly owned subsidiary of JobStreet.com Pte Ltd. The summary of directors and shareholders shareholdings information is as follows: < Direct > < Indirect > Directors/ Shareholders shares % held shares % held Director(s) Lim Chao Li ,000 (1) Ng Kay Yip ,000 (1) Chang Mun Kee ,000 (1) Shareholder(s) JobStreet.com Pte. Ltd 250, Total 250, Note: (1) Deemed interest by virtue of his interest in JobStreet.com Pte Ltd via JobStreet Key financial information The summary of the financial information of JobStreet.com Sdn Bhd based on the audited financial statements of JobStreet.com Sdn Bhd for the past three (3) FYE 31 December 2010 to 2012 are as follows: < Audited > FYE RM 000 RM 000 RM 000 Operating revenue 73,541 79,567 76,249 PBT 38,316 41,578 36,271 PAT 29,020 31,427 28,487 shares ( 000) Gross earnings per share 29,416 31,827 30,500 (sen) Net earnings per share (sen) 11,608 12,571 11,395 Shareholder s funds / NA 46,370 32,295 37,561 NA per share (RM) Current ratio (times)

21 Commentary: APPENDIX I FYE 31 December 2012 JobStreet.com Sdn Bhd recorded a lower operating revenue of RM73.5 million for FYE 31 December 2012 compared to RM79.6 million for the FYE 31 December 2011, being approximately 9% decrease from previous financial year mainly due to a reduction in revenue from technical and management services provided to other subsidiaries of JobStreet with the incorporation of JobStreet.com Shared Services Sdn Bhd to provide such services. In addition, more revenue from headhunting services were progressively billed under Agensi Pekerjaan JS Staffing Services Sdn Bhd. In the FYE 31 December 2012, JobStreet.com Sdn Bhd recorded a profit before tax of RM38.3 million, which was RM3.3 million or 8% lower than the previous year. This is in line with the decrease in revenue. FYE 31 December 2011 JobStreet.com Sdn Bhd recorded a higher operating revenue of RM79.6 million for FYE 31 December 2011 compared to RM76.2 million for FYE 31 December The growth was contributed by a 16% increase in revenue derived from job postings. In the FYE 31 December 2011, JobStreet.com Sdn Bhd recorded a profit before tax of RM41.6 million, an increase of RM5.3 million or 15% compared to FYE Aside from the higher operating revenue, there was a reduction in staff costs arising from the transfer of staff to JobStreet.com Shared Services Sdn Bhd. FYE 31 December 2010 JobStreet.com Sdn Bhd recorded a higher operating revenue of RM76.2 million for FYE 31 December 2010 compared to RM62.3 million for FYE 31 December This was mainly a result of a 45% increase in revenue derived from job postings. In the FYE 31 December 2010, JobStreet.com Sdn Bhd recorded a profit before tax of RM36.3 million, approximately 44% higher than FYE 2009, in line with the increase in revenue.

22 2. Information on JobStreet.com Philippines Inc APPENDIX I JobStreet.com Philippines Inc was incorporated in Philippines under the laws of the Republic of the Philippines as a private limited company on 21 October 1999 under its present name. As at the date of this announcement, the authorised share capital of JobStreet.com Philippines Inc is PHP14,114,000 comprising 14,114,000 ordinary shares of Philippines Peso ( PHP )1.00 each ( JP Shares ). The issued and paid-up share capital of JobStreet.com Philippines Inc as at the date of this announcement is PHP14,114,000 comprising 14,114,000 JP Shares. JobStreet.com Philippines Inc is principally engaged in provision of online recruitment and human resource management services. Subsequent to the completion of the Proposed Acquisition of JobStreet.com Philippines Inc, JobStreet.com Philippines Inc will be a wholly owned subsidiary of JobStreet.com Pte Ltd. The summary of directors and shareholders shareholdings information is as follows: < Direct > < Indirect > Directors/ Shareholders shares % held shares % held Director(s) Lance Y. Gokongwei (1) 1 ^ - - Lisa Y. Gokongwei-Cheng (1) 1 ^ - - Gregory Charles Poarch (2) 1 ^ - - Grace Colet (2) 1 ^ - - Chang Mun Kee (2) 1 ^ 8,468,397 (3) 60.0 Shareholder(s) JobStreet.com Pte Ltd 8,468, Summit Internet Investments, 5,645, Inc Notes: Total 14,114, ^ Negligible (1) Held in trust for Summit Internet Investments, Inc (2) Held in trust for JobStreet.com Pte Ltd (3) Deemed interest by virtue of his interest in JobStreet.com Pte Ltd via JobStreet

23 APPENDIX I Key financial information The summary of the financial information of JobStreet.com Philippines Inc based on the audited financial statements of JobStreet.com Philippines Inc for the past three (3) FYE 31 December 2010 to 2012 are as follows: < Audited > FYE PHP 000 PHP 000 PHP 000 Operating revenue 390, , ,026 PBT 151,514 98,132 95,920 PAT 110,012 71,770 69,005 shares ( 000) 14,114 14,114 14,114 Gross earnings per share (PHP) Net earnings per share (PHP) Shareholder s funds / NA 45,619 35,393 29,959 NA per share (PHP) Current ratio (times) Commentary: FYE 31 December 2012 JobStreet.com Philippines Inc recorded a higher operating revenue of PHP390.7 million for FYE 31 December 2012 compared to PHP286.6 million for the FYE 31 December 2011 due to a 42% increase in revenue derived from higher sales of job postings as a result of an increased focus on converting trial customers into paying customers. In the FYE 31 December 2012, JobStreet.com Philippines Inc recorded a profit before tax of PHP151.5 million, which was PHP53.4 million or 54% higher than the previous year. This is in line with the increase in revenue. FYE 31 December 2011 JobStreet.com Philippines Inc recorded a higher operating revenue of PHP286.6 million for FYE 31 December 2011 compared to PHP227.0 million for the FYE 31 December 2010, being approximately 26% increase from previous financial year. This is due to the increase in revenue derived from sales of job postings. In the FYE 31 December 2011, JobStreet.com Philippines Inc recorded a profit before tax of PHP98.1 million, with a PHP2.2 million or 2% increase compared to FYE Besides higher advertising and promotion expenses during the year, there was also an increase in rental expense due to an increase in office space requirements. FYE 31 December 2010 JobStreet.com Philippines Inc recorded a higher operating revenue of PHP227.0 million for FYE 31 December 2010 compared to PHP174.3 million for the FYE 31 December 2009 due to a 30% increase in revenue derived from higher sales of job postings. In the FYE 31 December 2010, JobStreet.com Philippines Inc recorded a profit before tax of PHP95.9 million, an increase of 12%. Whilst revenue increased by approximately 30%, staff cost and advertising and promotion expenses had also increased in 2010.