JOBSTREET CORPORATION BERHAD (“JOBSTREET” OR … · Prior to the Proposed Disposals (After...

JOBSTREET CORPORATION BERHAD (“JOBSTREET” OR THE “COMPANY”)

(I) PROPOSED DISPOSALS; AND (II) 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 2.2.2 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 2.2.2 of this announcement.

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:

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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)

Subsequent to the Internal Reorganisation and Proposed Disposals

Further details on the Proposed Disposals and the Proposed Distribution are set out in the

ensuing sections and appendices of this announcement.

JobStreet Asean Business

Consulting Kabushiki

Kaisha

Agensi Pekerjaan JS

Staffing Services Sdn Bhd

JobStreet.com Pte Ltd

Autoworld.com.my

Sdn Bhd

JobStreet Recruitment

(Thailand) Co. Ltd

JS Overseas Holdings Ltd

Innity Corporation

Berhad

104 Corporation

JobStreet.com Sdn Bhd

JobStreet.com Philippines

Inc

JobStreet.com India Pvt

Limited

JobStreet.com Limited

Enerpro Pte Ltd

JobStreet.com Shared

Services Sdn Bhd

JobStreet Company

Limited

JV Vietnam Holdings Pte

Ltd

JobStreet

60.0%

100.0%

100.0%

100.0%

49.0%

100.0%

21.13%

23.54%

100.0%

100.0%

100.0%

100.0%

100.0%

100.0%

100.0% 95.0%

PT JobStreet Indonesia

100.0%

JS Recruitment Solutions

Sdn Bhd

100.0%

100.0%

JobStreet Asean Business

Consulting Kabushiki

Kaisha

Autoworld.com.my

Sdn Bhd

JobStreet Recruitment

(Thailand) Co. Ltd

JS Overseas Holdings Ltd

Innity Corporation

Berhad

104 Corporation

JobStreet.com India Pvt

Limited

JobStreet

60.0%

100.0%

49.0%

100.0%

21.13%

23.54%

Enerpro Pte Ltd

100.0%

2. DETAILS OF THE PROPOSED DISPOSALS

2.1 Information on Disposal Companies

2.1.1 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:

< ---------- Direct -----------> < -------- Indirect---------> Directors No. of ordinary

shares

% held No. of ordinary

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.

2.1.2 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:

< ---------- Direct -----------> < -------- Indirect---------> Directors No. of ordinary

shares

% held No. of ordinary

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.

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:

2.2.1 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.

2.2.2 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.

2.2.3 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;

(ii) 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;

(iii) 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;

(iv) 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;

(v) there not having occurred a material adverse effect; (vi) 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;

(vii) 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;

(viii) 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

(ix) 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.

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 2013.

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 2013.

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 2013. The Disposal Companies do not have any outstanding debt as of 31 December 2013.

(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”).

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:

< ---------- Direct -----------> < -------- Indirect--------->

Directors/ Substantial Shareholders

No. of ordinary shares

% held


% held

Directors:

John Armstrong - - - -

Jason Lenga - - - -

Ronnie Fink - - - -

Scott Shleifer - - - -

Ian Phillips - - - -

Dan Phillips - - - -

Substantial Shareholders:

SEEK Limited 232,147,107 68.96 - -

News Corporation 40,678,591 12.08 - -

Tiger Global 40,678,591 12.08 - -

Macquarie Capital 23,146,118 6.88 - -

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”) 188.54 million comprising 337.69 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 2005. SEEK Limited is principally engaged in the provision of online employment and education related services.

The directors’ and substantial shareholders’ shareholdings in SEEK Limited, as at 2 October 2013, are as follows:

< ---------- Direct -----------> < -------- Indirect--------->

Directors/ Substantial Shareholders


% held


% held

Directors:

Neil Chatfield 43,157(1)

0.01 - -

Andrew Bassat 2,059,212(1)

0.61 11,250,113 3.33

Collin Carter - - 94,458(1)

0.03

Denise Bradley 5,000(1)

^ - -

Graham Goldsmith - - 35,000(1)

0.01

Substantial Shareholders:

Fidelity International Group 40,541,261 11.96 - -

Hyperion Asset Management 24,204,207 7.14 - -

AustralianSuper Pty Ltd 18,033,317 5.32 - - 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

17.07.1999/ Singapore

100.0 30.09.2004 RM18,527,253 15,966,235

JobStreet.com Sdn Bhd

06.10.1997/ Malaysia

100.0 06.10.1997 19.01.1998 01.08.2005

RM2 RM99,998

RM150,000

2 99,998

150,000 JobStreet.com Philippines Inc

21.10.1999/ Philippines

100.0(1)

21.10.1999 04.06.2001

PHP4,868,400 PHP3,600,000

4,868,400 3,600,000

JobStreet.com Limited

26.05.2000/ Hong Kong

100.0 26.05.2000 HKD2 2

JobStreet.com Shared Services Sdn Bhd


100.0 13.06.2011 RM500,000 500,000

Name

Date and Place of

Incorporation

Interest

Held (%)

Date of Initial

Investment

Original Cost of

Investment

No. of

Shares

JS Vietnam Holdings Pte Ltd

10.07.2012/ Singapore

100.0(2)

02.10.2012 12.03.2013

USD2 USD809,998

2 809,998

JobStreet Company Limited

16.03.2012/ Vietnam

95.0(3)

22.11.2013 VND475,000,000 Not applicable

PT JobStreet Indonesia

25.08.2005/ Indonesia

100.0(4)

29.10.2005 30.06.2006

USD60,000 USD180,000

60 180

JS Recruitment Solutions Sdn Bhd


100.0 16.04.2013 RM2 2

Agensi Pekerjaan JS Staffing Services Sdn Bhd


100.0 25.09.2009 28.12.2009

RM2 RM49,998

2 49,998

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.


2.8 Utilisation of Proceeds

The Disposal Consideration from the Proposed Disposals is subject to adjustments as detailed in Section 2.2.2 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 2.2.2 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.

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 2.2.3 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.


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 151,637 151,637 151,051 151,051 151,012 152,373 1,718,687@

18,687

Share Premium - - 2,049 3,193 16,333 131,929 141,600 141,600

Total equity attributable to owners of the Company / NA

214,642 214,642 216,613 217,809 231,510 353,407 1,931,111 231,111

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

Non-controlling interests

1,639 1,639 1,639 1,639 1,678 317 317 317

Total equity 216,281 216,281 218,252 219,448 233,188 353,724 1,931,428 231,428

No. of shares (‘000)

315,027 630,054 635,125 635,647 641,647 691,047 708,244 708,244

NA per share (RM)

0.68 0.34 0.34 0.34 0.36 0.51 2.73 0.33

Total borrowings 198 198 198 198 198 198 198 198

Net cash (cash and cash equivalents less total borrowings)

71,662 71,662 73,632 73,632 73,632 73,632 1,716,848 16,848

Gross gearing (times)

^ ^ ^ ^ ^ ^ ^ ^

Net gearing (times)

- - - - - - - -

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 2013.

** 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. ^ Negligible. @ Assuming the final Disposal Consideration is RM1,730 million.

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 2014. 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 2014.


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) suspended or ceased all of its business or entire operations as a result of the

Proposed Disposals; or (b) 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.

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.

The Disposal Consideration is for cash amounting to RM1,730 million (excluding the adjustment to the Disposal Consideration as detailed in Section 2.2.2 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 10.02 and 10.11A of the Listing Requirements and are also deemed as a related party transaction under Paragraph 10.08 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) 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;

(ii) advise the non-interested shareholders of JobStreet on whether they should vote in favour of the Proposed Disposals; and

(iii) 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 2014.

15. 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.

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, 47800 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.

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


% held


% held

Director(s) Lim Chao Li - - 250,000

(1) 100.0

Ng Kay Yip - - 250,000(1)

100.0 Chang Mun Kee - - 250,000

(1) 100.0

Shareholder(s) JobStreet.com Pte. Ltd 250,000 100.0 - -

Total 250,000 100.0 - -

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 2012 2011 2010

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

No. of ordinary shares (’000) 250 250 250

Gross earnings per share (sen)

29,416 31,827 30,500

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) 185.48 129.18 150.24

Current ratio (times) 1.49 1.23 1.54

APPENDIX I

Commentary: 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 2010. 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 2010. 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 2009. 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.

APPENDIX I

2. Information on JobStreet.com Philippines Inc 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


% held


% 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 8,468,397 60.0 - - Summit Internet Investments, Inc

5,645,598 40.0

- -

Total 14,114,000 100.0 - - Notes: ^ 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

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 2012 2011 2010

PHP’000 PHP’000 PHP’000


PBT 151,514 98,132 95,920

PAT 110,012 71,770 69,005

No. of ordinary shares (’000) 14,114 14,114 14,114

Gross earnings per share (PHP)

27.68 20.31 16.09

Net earnings per share (PHP) 7.79 5.09 4.89


NA per share (PHP) 3.23 2.51 2.12


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 2010. 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.

APPENDIX I

3. Information on JobStreet.com Limited JobStreet.com Limited was incorporated in Hong Kong under the laws of Hong Kong as a private limited company on 26 May 2000 under its present name. As at the date of this announcement, the authorised share capital of JobStreet.com Limited is Hong Kong Dollar (“HKD”) 500,000 comprising 500,000 ordinary shares of HKD1.00 each (“JHK Shares”). The issued and paid-up share capital of JobStreet.com Limited as at the date of this announcement is HKD2 comprising 2 JHK Shares. JobStreet.com Limited is currently dormant. JobStreet.com Limited is a wholly owned subsidiary of JobStreet.com Pte Ltd. The summary of directors’ and shareholders’ shareholdings information is as follows:



% held


% held

Director(s) Ng Kay Yip - - 1

(2) 50.0

Lim Chao Li - - 1(2)

50.0 Shareholder(s) JobStreet.com Pte Ltd 1 50.0 - - Chang Mun Kee

(1) 1 50.0 1

(2) 50.0

Total 2 100.0 - -

Notes: (1) Held in trust for JobStreet.com Pte Ltd (2) Deemed interest by virtue of his interest in JobStreet.com Pte Ltd via JobStreet

Key financial information There are no financial information on JobStreet.com Limited as the company is a dormant.

APPENDIX I

4. Information on JobStreet.com Shared Services Sdn Bhd JobStreet.com Shared Services Sdn Bhd was incorporated in Malaysia under the Act as a private limited company on 13 June 2011 under its present name. As at the date of this announcement, the authorised share capital of JobStreet.com Shared Services Sdn Bhd is RM1,000,000 comprising 1,000,000 ordinary shares of RM1,000,000 each (“JSS Shares”). The issued and paid-up share capital of JobStreet.com Shared Services Sdn Bhd as at the date of this announcement is RM500,000 comprising 500,000 JSS Shares. JobStreet.com Shared Services Sdn Bhd is principally engaged in the provision of general management and technical support services, research and development activities and human resource support. JobStreet.com Shared Services Sdn Bhd is a wholly owned subsidiary of JobStreet.com Pte Ltd. The summary of directors’ and shareholders’ shareholdings information is as follows:



% held


% held

Director(s) Gregory Charles Poarch - - - - Suresh A/L Thirugnanam - - - -

Shareholder(s) JobStreet.com Pte Ltd 500,000 100.0 - -

Total 500,000 100.0 - -

Key financial information The summary of the financial information of JobStreet.com Shared Services Sdn Bhd based on the audited financial statements of JobStreet.com Shared Services Sdn Bhd for the financial period ended 31 December 2011 and FYE 31 December 2012 are as follows:

<-----------------------------Audited--------------------------> FYE 2012 2011^

RM’000 RM’000

Operating revenue 28,177 11,084 PBT / (LBT) 1,784 (1,757)

PAT / (LAT) 1,701 (1,757)

No. of ordinary shares (’000) 500 500


5,635 2,217

Net earnings / (loss) per share (sen)

340 (351)

Shareholder’s funds / NA 982 (1,094)

NA per share (RM) 1.96 (2.19)

Current ratio (times) 0.98 0.81

Note: ^ For the financial period 13 June 2011 to 31 December 2011.

Commentary:

FYE 31 December 2012 JobStreet.com Shared Services Sdn Bhd was incorporated on 13 June 2011. As such, there is no audited full year financial information for the FYE 31 December 2011 available for comparison.

APPENDIX I

5. Information on JS Vietnam Holdings Pte Ltd JS Vietnam Holdings Pte Ltd was incorporated under the laws of Singapore on 10 July 2012. The company has an issued and paid-up share capital of USD1,000,000 consisting of 1,000,000 ordinary shares which are credited as fully paid-up. JS Vietnam Holdings Pte Ltd is principally involved in providing online job and marketing advertisement services. Subsequent to the completion of the Proposed Acquisition of JS Vietnam Holdings Pte Ltd, JS Vietnam Holdings Pte Ltd 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 No. of ordinary shares

% held


% held

Director(s) Suresh A/L Thirugnanam - - - - Ng Hoe Par Lionel - - - - Shareholder(s) JobStreet.com Pte Ltd 810,000 81.00 - - Nguyen Hoang Bao 190,000 19.00 - - Total 1,000,000 100.00 - -

Key financial information The summary of the financial information of JS Vietnam Holdings Pte Ltd based on the audited financial statements of JS Vietnam Holdings Pte Ltd since its incorporation on 10 July 2012 is as follows:

<-----------Audited --------->

FYE 2012

USD

Operating revenue -

(LBT) (7,186)

(LAT) (7,186)

No. of ordinary shares 2

Gross earnings per share (USD)

-

Net (loss) / earnings per share (USD)

(3,593)

Shareholder’s funds / NA (7,184)

NA per share (3,592)

Current ratio (times) 0.99

Commentary:

FYE 31 December 2012 JS Vietnam Holdings Pte Ltd was incorporated on 10 July 2012. As such, there is no audited financial information for the FYE 31 December 2011 available for comparison.

APPENDIX I

6. Information on JobStreet Company Limited JobStreet Company Limited was incorporated under the laws of Vietnam on 16 March 2012. The fixed Charter Capital of JobStreet Company Limited is VND500,000,000. JobStreet Company Limited is principally involved in providing online job and marketing advertisement services. Currently, the General Director and legal representative of JobStreet Vietnam is Le Thi Huong. The shareholders of JobStreet Vietnam are as follows:

Shareholders Charter Capital

(VND) % held

JS Vietnam Holdings Pte Ltd 475,000,000 95.0 Le Thi Huong 25,000,000 5.0 Total 500,000,000 100.0

Note: (1) The transfer of 95% of JobStreet Company Limited’s charter capital to JS Vietnam Holdings

Pte Ltd is pending the approval of the local authorities in Vietnam.

Key financial information JobStreet Company Limited was incorporated on 16 March 2012. As such, there is no audited financial information for the FYE 31 December 2011 available for comparison.

APPENDIX I

7. Information on PT JobStreet Indonesia PT JobStreet Indonesia was incorporated under the laws of the Republic of Indonesia on 29 August 2005. PT JobStreet Indonesia has an authorised capital of USD400,000 consisting of 400 ordinary shares of USD1,000 each in PT JobStreet Indonesia (“PT JobStreet Shares”), of which 400 PT JobStreet Shares have been issued and are fully paid-up. PT JobStreet Indonesia is principally involved in the marketing and distribution of online job posting/resume search products and related activities. Subsequent to the completion of the Proposed Acquisition of PT JobStreet Indonesia, PT JobStreet Indonesia will be a wholly owned subsidiary of JobStreet.com Pte Ltd. The summary of directors’ and shareholders’ shareholdings information is as follows:



% held


% held

Directors(s) Gregory Charles Poarch - - - - Suresh A/L Thirugnanam - - - - Datin Rashidah H. Mahadi - - - - Maria Josefina Budi Susanto - - - - Shareholder(s) JobStreet 240 60.0 - - PT Sinar Mas Multiartha Tbk 160 40.0 - - Total 400 100.0 - -

Key financial information The summary of the financial information of PT JobStreet Indonesia based on the audited financial statements of PT JobStreet Indonesia for the past three (3) FYE 31 December 2010 to 2012 are as follows:

<-----------------------------Audited-------------------------->

FYE 2012 2011 2010

IDR*’000 IDR’000 IDR’000

Operating revenue 20,126,471 13,965,286 9,806,919

(LBT) / PBT (1,059,144) (422,095) 1,693,149

(LAT) / PAT (816,793) (360,845) 1,703,993

No. of ordinary shares (’000) 0.4 0.4 0.4

Gross earnings per share (IDR)

50,316,178 34,913,215 24,517,298

Net (loss) / earnings per share (IDR)

(2,041,983) (902,113) 4,259,983

Shareholder’s funds / NA (208,514) 608,280 969,124

NA per share (IDR) (521,285) 1,520,700 2,422,810


Note: * Indonesian Rupiah (“IDR”)

APPENDIX I

Commentary: FYE 31 December 2012 PT JobStreet Indonesia recorded a higher operating revenue of IDR20,126 million for FYE 31 December 2012 compared to IDR13,965 million for the FYE 31 December 2011 due to a 44% growth in revenue from job postings. In the FYE 31 December 2012, PT JobStreet Indonesia recorded a loss before tax of IDR1,059 million as a result of an increase in staff cost in line with the expansion of its operational team. FYE 31 December 2011 PT JobStreet Indonesia recorded a higher operating revenue of IDR13,965 million for FYE 31 December 2011 compared to IDR9,807 million for the FYE 31 December 2010 due to a 42% increase in revenue from job postings. In the FYE 31 December 2011, PT JobStreet Indonesia recorded a loss before tax of IDR422 million as higher expenses were incurred for office relocation and advertising and promotion activities. FYE 31 December 2010 PT JobStreet Indonesia recorded a higher operating revenue of IDR9,807 million for FYE 31 December 2010 compared to IDR5,271 million for the FYE 31 December 2009, an increase by approximately 86% as compared to the previous financial year as a result of an increase in revenue from job postings. In the FYE 31 December 2010, PT JobStreet Indonesia recorded a profit before tax of IDR1,693 million, which was in line with the increase in revenue achieved.

APPENDIX I

8. Information on JS Recruitment Solutions Sdn Bhd JS Recruitment Solutions Sdn Bhd was incorporated in Malaysia under Act as a private limited company on 16 April 2013 under its present name. As at the date of this announcement, the authorised share capital of JS Recruitment Solutions Sdn Bhd is RM100,000 comprising 100,000 ordinary shares of RM1.00 each (“JRS Shares”). The issued and paid-up share capital of JS Recruitment Solutions Sdn Bhd as at the date of this announcement is RM2.00 comprising 2 JRS Shares. JS Recruitment Solutions Sdn Bhd is principally engaged in the provision of business process outsourcing, consultancy and staffing services. JS Recruitment Solutions 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


% held


% held

Director(s) - - Gregory Charles Poarch - - - - Suresh A/L Thirugnanam - - - - Shareholder(s) JobStreet.com Pte Ltd 2 100.0 - - Total 2 100.0 - -

Key financial information JS Recruitment Solutions Sdn Bhd was incorporated on 16 April 2013. As such, there is no audited financial information for the FYE 31 December 2013 available for the company.

APPENDIX II

1. Information on JobStreet.com Pte Ltd Key financial information The summary of the financial information of JobStreet.com Pte Ltd based on the audited financial statements of JobStreet.com Pte Ltd for the past three (3) FYE 31 December 2010 to 2012 are as follows:

<-----------------------------Audited-------------------------->

FYE 2012 2011 2010

SGD’000 SGD’000 SGD’000


PBT 12,443 18,143 11,760

PAT 11,760 17,794 11,330

No. of ordinary shares (’000) 15,966 15,966 15,966

Gross earnings per share (cents)

96.77 66.32 55.98

Net earnings per share (cents) 73.66 111.45 70.96


NA per share (SGD) 0.33 0.30 0.27


Commentary: FYE 31 December 2012 JobStreet.com Pte Ltd recorded a higher operating revenue of SGD15.5 million for FYE 31 December 2012 compared to SGD10.6 million for the FYE 31 December 2011 as it commenced charging royalty fees on the other subsidiary companies of JobStreet. Further, there was a 10% increase in revenue from job postings. In the FYE 31 December 2012, JobStreet.com Pte Ltd recorded a profit before tax of SGD12.4 million, which was SGD5.7 million or 31% lower than previous year. This was largely caused by a lower dividend income received from subsidiary companies. FYE 31 December 2011 JobStreet.com Pte Ltd recorded a higher operating revenue of SGD10.6 million for FYE 31 December 2011 compared to SGD8.9 million for the FYE 31 December 2010 as a result of an increase in revenue derived from job postings and provision of recruitment management system. In the FYE 31 December 2011, JobStreet.com Pte Ltd recorded a profit before tax of SGD18.1 million, an approximate increase of SGD6.4 million. This was due to higher dividend income received from subsidiary companies. FYE 31 December 2010 JobStreet.com Pte Ltd recorded a higher operating revenue of SGD8.9 million for FYE 31 December 2010 compared to SGD6.1 million for the FYE 31 December 2009. This was contributed by a 57% increase in revenue derived from job postings. In the FYE 31 December 2010, JobStreet.com Pte Ltd recorded a profit before tax of SGD11.8 million indicating zero growth compared to the FYE 31 December 2009 as a result of higher staff cost and marketing expenses coupled with lower dividend income received from subsidiary companies in the current financial year.

APPENDIX II

2. Information on Agensi Pekerjaan JS Staffing Services Sdn Bhd Key financial information The summary of the financial information of Agensi Pekerjaan JS Staffing Services Sdn Bhd based on the audited financial statements of Agensi Pekerjaan JS Staffing Services Sdn Bhd for the past three (3) FYE 31 December 2010 to 2012 are as follows:

<-----------------------------Audited-------------------------->

FYE 2012 2011 2010

RM’000 RM’000 RM’000

Operating revenue 12,209 6,532 10

PBT / (LBT) 1,220 1,814 (67)

PAT / (LAT) 910 1,371 (67)

No. of ordinary shares (’000) 50 50 50


24,418 13,064 20

Net earnings / (loss) per share (sen)

1,820 2,742 (134)

Shareholder’s funds / NA 2,263 1,353 (17)

NA per share (RM) 45.26 27.06 (0.34)


Commentary: FYE 31 December 2012 Agensi Pekerjaan JS Staffing Services Sdn Bhd recorded a higher operating revenue of RM12.2 million for FYE 31 December 2012 compared to RM6.5 million for the FYE 31 December 2011 as a result of an increase in revenue derived from headhunting services. In the FYE 31 December 2012, Agensi Pekerjaan JS Staffing Services Sdn Bhd recorded a profit before tax of RM1.2 million, which was 33% lower than the previous year due to higher staff cost incurred in FYE 31 December 2012. FYE 31 December 2011 Agensi Pekerjaan JS Staffing Services Sdn Bhd recorded a significant increase in operating revenue of RM6.5 million compared with RM0.01 million for the FYE 31 December 2010 as more revenue from the provision of contract staffing services in Malaysia were progressively billed under Agensi Pekerjaan JS Staffing Services Sdn Bhd.

FYE 31 December 2010

Agensi Pekerjaan JS Staffing Services Sdn Bhd was incorporated on 25 September 2009. As such, there is no audited full year financial information for the FYE 31 December 2009 available for comparison.

Information on SEEK Limited Appendix III

The details of the subsidiary companies, associated companies and jointly controlled entities and associated company of SEEK Limited as at 30 June 2013 are set out below (as extracted from the annual report of SEEK Limited for the FYE 30 June 2013):

Name

Place of incorporation

Effective equity

interest %

SEEK Campus Pty Ltd Australia 100.0 SEEK NZ Limited New Zealand 100.0 SEEK Learning Pty Ltd Australia 100.0

Dynamic Web Training Pty Ltd Australia 100.0 SEEK Commercial Pty Ltd Australia 100.0 SEEK Investments Pty Ltd Australia 100.0 SEEK International Investments II Cooperatie U.A. Netherlands 100.0

Brasil Online Holdings Cooperatief U.A. Netherlands 51.0 CTHO Online Holdings, LLC United States

of America (“USA”)

100.0

CTHO Online Ltda Brazil 100.0 Catho Online, Ltda Brazil 100.0 Manager Online Servicos de Internet, Ltda Brazil 100.0 Manager Online Servicos de Informatica Ltda Brazil 100.0

Online Career Centre Mexico S.A.P.I. de CV Mexico 56.4 OCC Consultoria, SA. de CV Mexico 100.0 OCC Consultoria Ejecutiva, SA. de CV Mexico 100.0 Online Career Center Mexico Inc. USA 100.0

Think: Education Group Pty Limited Australia 80.0 Think: Colleges Pty Limited Australia 100.0 APM Training Institute Pty Limited Australia 100.0 Australasian College of Natural Therapies (Holdings) Pty Limited Australia 100.0 Jansen Newman Institute Pty Limited Australia 100.0 Graduate Institute of Management and Technology Pty Limited Australia 100.0 Billy Blue English School Pty Limited Australia 100.0 Billy Blue Catering Pty Limited Australia 100.0 Think: Education Services Pty Limited Australia 100.0 Commercial Arts Training College Pty Limited Australia 100.0 GMM Projects Pty Limited Australia 100.0 The Trustee for the CATC Trust Australia 100.0 The CATC Trust Australia n/a

SEEK International Investments Pty Ltd Australia 100.0 SeekAsia Ltd Cayman

Islands 69.0

Jobs DB Inc British Virgin Islands

100.0

Jobs DB Hong Kong Limited Hong Kong 100.0 Jobs DB China Info’n Technology Ltd (CDC) People’s

Republic of China (“PRC”)

100.0

Jobs DB Singapore Pte Limited Singapore 100.0 Jobs DB Taiwan Limited Taiwan 100.0 Jobs DB India Private Limited India 100.0 Jobs DB Australia Pty Limited Australia n/a Jobs DB Recruitment (Thailand) Limited Thailand 100.0 Jobs DB Malaysia Sdn. Bhd. Malaysia 49.0 PT Jobs DB Indonesia Indonesia 90.0 PT Prestige Indonesia Indonesia 49.0 Jobs DB Philippines Inc Philippines 100.0 Jobs DB China Investments Limited Hong Kong 100.0


Name

Place of incorporation

Effective equity

interest %

PRC 100.0

PRC 100.0

PRC 75.6

PRC 100.0

Ezyjobs (Thailand) Limited Thailand 100.0 Job88 (BVI) Inc. British Virgin

Islands 100.0

Job88.com Limited Hong Kong 100.0 Jobs DB Assets (Thailand) Limited Thailand 40.0 Jobs DB Prestige Inc. Philippines 25.0 Sure Luck Invest Limited British Virgin

Islands n/a

Zhaopin Limited Cayman Islands

78.4

Zhaopin Holdings (Cayman) Limited Cayman Islands

100.0

Beijing Wangpin Consulting Co., Ltd. PRC 90.0 Zhilian Yipin (Beijing) Technology Co., Ltd. PRC 100.0 Wangpin Information Consulting (Shanghai) Company Co., Ltd. PRC 100.0 Zhilian Wangpin (Beijing) Technology Company Co., Ltd. PRC 100.0

Nanjing Zhilian Advertising Co., Ltd PRC 100.0 Suzhou Zhilian Advertising Co., Ltd PRC 100.0 Changsha Zhilian Human Resources Services Co., Ltd PRC 100.0 Guangdong Zhilian Culture & Media Co., Ltd PRC 100.0

IDP Education Pty Ltd Australia 50.0 JobStreet Malaysia 22.4 Private Property Holdings Pty Ltd South Africa 27.0

(1)

Jointly controlled entity of Seek Limited Online Education Services Pty Ltd Australia 50.00

Note:

(1) At 30 June 2013 SEEK Limited’s share ownership in Private Property Holdings Pty Ltd is

17.0%. Several contracted transactions relating to share ownerships are in the process of completion and will dilute SEEK Limited’s ownership to 25.0%.

SEEK Asia Investments Pte Ltd was incorporated on 5th February 2014 and has not been included

into the list above.


Key financial information The summary of the financial information of SEEK Limited based on the audited financial statements of SEEK Limited for the past three (3) FYE 30 June 2011 to 2013 are as follows:

<-----------------------------Audited-------------------------->

FYE 2013 2012 2011

AUD’000 AUD’000 AUD’000

Revenue from continuing operations 626,619 445,230 344,735

PBT 367,865 184,481 133,009

PAT 300,079 131,680 97,688

Weighted average no. of ordinary shares (’000)

337,170 337,091 336,584

Gross earnings per share (cents)

109.10 54.73 39.52

Net earnings per share (cents) 89.00 39.06 29.02


NA per share (AUD) 2.30 1.19 0.92


Commentary: FYE 30 June 2013 SEEK Limited recorded higher operating revenue of AUD626.62 million for FYE 30 June 2013 compared to AUD445.23 million for the FYE 30 June 2012 due to strong growth across SEEK Limited’s education business division, robust results in SEEK Limited’s international business division and a solid performance by SEEK Limited’s Australian business division relative to the subdued conditions it faced. In the FYE 30 June 2013, SEEK Limited recorded a profit before tax of AUD367.87 million as a result of improved revenue streams as explained above. FYE 30 June 2012 SEEK Limited recorded higher operating revenue of AUD445.23 million for FYE 30 June 2012 compared to AUD344.74 million for the FYE 30 June 2011 due to a solid growth in the SEEK Limited’s employment business division, strong result by Zhaopin Limited and improving performance in the SEEK Limited’ education business division. In the FYE 30 June 2012, SEEK Limited recorded a profit before tax of AUD184.48 million as a result of improved revenue streams as explained above. FYE 30 June 2011 SEEK Limited recorded higher operating revenue of AUD344.74 million for FYE 30 June 2011 compared to AUD281.79 million for the FYE 31 December 2010 due to sustained growth in the SEEK Limited’s employment business division and strong growth in Zhaopin Limited. In the FYE 30 June 2011, SEEK Limited recorded a profit before tax of AUD133.01 million as a result of improved revenue streams as explained above.

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