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Keppel FELS signs contract worth US$1.2 billion to build two customised rigs for the Black Sea  
 
Singapore, December 3, 2012 – Olam International Limited (“Olam”), a leading global, integrated supply chain manager and processor of agricultural products and food ingredients, is pleased to announce a renounceable underwritten rights issue (the “Transaction”) comprising US$750 million 6.75% US$ denominated bonds due 2018 (the “Bonds”) with 387,365,079 free warrants on shares of the Company (the “Warrants”), each Warrant carrying the right to subscribe for 1 new share in the Company (“New Shares”). Upon listing, the Bonds and Warrants will become detachable and can be separately traded and held. Upon conversion of the Warrants, the Company will raise up to an incremental US$500 million of proceeds. 
 
Transaction Rationale 
 
The Transaction is a decisive action on the part of the Company to further enhance its liquidity position and underscores the Company’s ability to continue to access debt and equity capital even in current market conditions. 
 
The Company, as part of its ordinary course of business, proactively plans for an appropriate capital structure comprising both equity and debt to meet its investment plans. The approach involves determining the type of funding, the appropriate mix of debt and equity, and the nature and tenor of debt. The capital needs are constantly re-assessed based on changing market conditions.
 
The Company believes that this Transaction is a strong endorsement from a long term strategic shareholder and further enhances the strength of the Company’s balance sheet. The Transaction will allow the Company to extend its debt maturity and liquidity profile, strengthen equity base and enhance capital structure and is not likely to have any impact on its net gearing levels. 
 
The Transaction is available to all its equity shareholders and provides a unique and rewarding opportunity to participate in the long term growth of the Company. 
 
The Transaction has the full backing and support of the Company’s key relationship banks including Credit Suisse, DBS, HSBC and J.P. Morgan who will underwrite this Transaction in full. 
 
Further, Temasek has undertaken to take up their rights entitlement and have also committed to subscribe for all Bonds and Warrants that are not subscribed for under the Transaction, underlining Temasek’s support for Olam and the Company’s announced strategic plan. 
 
Olam’s Group Managing Director and CEO, Sunny Verghese said: “We are extremely pleased to announce this transaction that, we believe, will be very attractive to our continuing shareholders and bondholders. The clear action on the part of Temasek to sub-underwrite an issuance of securities by the Company is a resounding message of the support and confidence a discerning and sophisticated investor places in our Company, our strategy and the integrity of our management team. With this strong vote of confidence and support, we now move forward with a significantly enhanced balance sheet position and financial flexibility.” 
 
The Company is grateful for the support of its Shareholders during its rapid growth, and in particular since its listing in February 2005. 
 
Transaction fully backed by Temasek 
 
Temasek first became an investor in the Company in 2003, prior to its listing. Temasek has invested in the Company on a further three occasions prior to this announcement: in July 2009, November 2009 and in June 2011, when its participation in the equity fund raising exercise increased its stake to 16%. Page 3 of 4 
 
“We have invested in Olam over the years. We are supportive of its publicly known strategy to take the opportunity, in recent years, to add on more upstream and midstream capabilities and capacities. While no business is without risks, we remain comfortable with Olam’s credit position and longer term prospects, and are pleased to have another opportunity to invest in the company, alongside other shareholders,” said Temasek’s Senior Managing Director, Investments, Mr David Heng. 
 
The issue of the Warrants and New Shares is proposed to be made pursuant to the share issue mandate approved by shareholders of Olam at the Company’s Annual General Meeting held on 31 October, 2012. 
 
The Company has appointed Credit Suisse (Singapore) Limited, DBS Bank Ltd., HSBC and J.P. Morgan (S.E.A.) Limited as joint bookrunners, lead managers and underwriters for the Transaction.