SINGAPORE 4 February 2013

IPO Fact Sheet

Overseas Education Ltd
ISSUE STATISTICS Offer Size: 125.0m new shares Public Tranche 3.75m shares Placement Tranche 108.75m shares Reserved Tranche 12.5m shares Offering Price: S$0.48 NTA per share (post IPO): S$0.278 Historical PE: 6.6x (FY11) Market Cap (post-IPO): S$187.4m Open: 31 Jan 2013 Close: 5 Feb 2013, 12.00 noon Trading: 7 Feb 2013 (on ready basis) Lead Manager: UOB

Revenue FY10 FY11 Net profit FY10 FY11

S$m 82.4 89.3 S$m 15.2 19.5

yoy % chg +9.2 +8.5 yoy % chg +16.6 +28.3

Background Overseas Education Ltd is an investment holding company, holding 100% of Overseas Family School Ltd and 100% of Overseas Family School Ltd (H.K.) (dormant). Overseas Family School Ltd in turn operates a foreign-system school in Singapore Overseas Family School (OFS). OFS offers the K-12 International Baccalaureate (IB) curriculum within a globalised multi-cultural environment to children aged between 3 and 18 years of expatriate parents who are senior executives and professionals working and living in Singapore. OFS believes it was the first and currently one of five such foreign-system schools in Singapore offering a straight-through IB curriculum in a single location. The schools master policy is to provide a happy, safe and effective school for overseas families living in Singapore that prepares its students for their return to their respective national education systems or, for the more senior students, for entry into universities worldwide. Business The IB programme forms the foundation for the development of the curriculum throughout OFS. The school comprises four sections: Kindergarten (Pre-K to K2), Elementary School (Grades 1 to 5), Middle School (Grades 6 to 8) and High School (Grades 9 to 12). OFS is authorised by the IB to offer the Primary Years Programme to the Kindergarten and Elementary School students, the Middle Years Programme to the Middle School and Grades 9 and 10 High School students and the Diploma Programme (DP) to the Grades 11 and 12 High School students. In addition to the IB programme, the school also offers the International General Certificate of Secondary Education (IGCSE) examinations administered by Cambridge University to its students in Grade 10.

Company Name 2 Refer to last page for important disclosures.

Business Strategies and Future Plans Building of a new school campus. As OFS is almost at full capacity at its present location, the group is raising funds to build a new school campus to increase its student capacity. The group is currently in discussions with various government agencies on the allocation of a permanent site for construction of the new school campus. All of the groups net IPO proceeds will be used to build this new school campus Expanding into new geographical markets. The group intends to leverage its management expertise and extensive experience in the education industry in Singapore as a springboard to expand overseas, such as Hong Kong and/or China. The group may pursue growth by exploring opportunities to collaborate with suitable partners through strategic alliances, jointventures, acquisitions and investments. Dividend Policy The companys board of directors may recommend annual dividends, subject to the approval of shareholders, in an annual general meeting. Its directors may, without the approval of shareholders, also declare an interim dividend. The companys policy is to pay dividends of at least 50.0% of net profit after tax to shareholders for each financial year. This dividend policy may be changed by the board of directors at any time. Competitive Strengths Well-recognised name and established track record. The group has built a well-recognised name in the private education industry in Singapore, particularly among the K-12 foreign system schools, over the last two decades since its establishment. Strong parent engagement. The group recognises its role as a service provider to the parents of its students who have the primary responsibility of educating their own children. To this end, it has developed various channels of communication and avenues for participation for parents and students alike. Specialisation between management and teaching. Since the inception of OFS, it has separated the roles of management and administration from that of academia and teaching, with administration being managed entirely through its corporate office. This in turn allows its principals, curriculum leadership and teachers to focus their efforts towards teaching and the ongoing development and improvement of its various curricula. Multi-national student base. The groups diversified student base, consisting of around 70 nationalities, provides it with a resilient business model that allows it not to be overly dependent on the influx of students from any particular country in the world. Strong curriculum. OFS is one of five foreign-system schools in Singapore to offer the full IB curriculum. It also offers, encourages and prepares its Grades 9 and 10 High School students to attempt for the Cambridge-based IGCSE examinations. In addition, OFS has integrated the Model United Nations initiative into its core curriculum and is the first and only foreign-system school in Singapore to do so.

Key Risks Increases in rentals or failure to obtain premises for a new school campus. The school is in the process of extending its lease on its Paterson site from Jul 13 to Jun 15 and may face rental increases on its new lease. The school has also participated in a Request for Interest (RFI) that was called by the Economic Development Board (EDB) in Apr 12. While it has pre-qualified for a site at Pasir Ris, the award of the site is subject to other approvals and processes. In the event the Pasir Ris site is not awarded to the school, it will have to secure a new site and develop the site for the operation. Construction delays and cost overruns. Development and construction of the new school campus would incur significant capital expenditure, time and other resources, the development of which could be subject to the risks of cost overruns, project delays and the inability to effect the relocation during the scheduled school holidays or otherwise in a timely manner. Financial crisis impacting expatriate families living and working in Singapore. Disruption to the global economy may adversely impact the economic situation in Singapore, causing a decline in foreign direct investments, and consequently a decline in the number of expatriate families living and working in Singapore and the number of school-going children. Changes in government strategies, policies or regulations affecting foreign direct investments, foreign talent or immigration. Such changes may reduce the inflow of foreign talent and may affect the parents of the students in OFS, parents considering enrolling their children into the school, foreign academic personnel and potential foreign applicants for academic positions in the school.

Overseas Education Ltd

Use Of Proceeds
Amount (S$000) Building of a new school campus Net Proceeds Invitation Expenses Listing fees Professional fees Underwriting commission, placement commission and brokerage Miscellaneous expenses Gross proceeds Source: Overseas Education Ltd 114 1,699 1,926 200 60,000 0.2 2.8 3.2 0.3 100.0 56,058 56,058 As a percentage of gross proceeds (%) 93.5 93.5

Overseas Education Ltd

SINGAPORE

As of 4 February 2013, the analyst and his/her immediate family do not hold positions in the securities recommended in this report. We have based this document on information obtained from sources we believe to be reliable, but we do not make any representation or warranty nor accept any responsibility or liability as to its accuracy, completeness or correctness. Expressions of opinion contained herein are those of UOB Kay Hian Research Pte Ltd only and are subject to change without notice. Any recommendation contained in this document does not have regard to the specific investment objectives, financial situation and the particular needs of any specific addressee. This document is for the information of the addressee only and is not to be taken as substitution for the exercise of judgement by the addressee. This document is not and should not be construed as an offer or a solicitation of an offer to purchase or subscribe or sell any securities. UOB Kay Hian and its affiliates, their Directors, officers and/or employees may own or have positions in any securities mentioned herein or any securities related thereto and may from time to time add to or dispose of any such securities. UOB Kay Hian and its affiliates may act as market maker or have assumed an underwriting position in the securities of companies discussed herein (or investments related thereto) and may sell them to or buy them from customers on a principal basis and may also perform or seek to perform investment banking or underwriting services for or relating to those companies. UOB Kay Hian (U.K.) Limited, a UOB Kay Hian subsidiary which distributes UOB Kay Hian research for only institutional clients, is an authorised person in the meaning of the Financial Services and Markets Act 2000 and is regulated by Financial Services Authority (FSA). In the United States of America, this research report is being distributed by UOB Kay Hian (U.S.) Inc ("UOBKHUS") which accepts responsibility for the contents. UOBKHUS is a broker-dealer registered with the U.S. Securities and Exchange Commission and is an affiliate company of UOBKH. Any U.S. person receiving this report who wishes to effect transactions in any securities referred to herein should contact UOBKHUS, not its affiliate. The information herein has been obtained from, and any opinions herein are based upon sources believed reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. All opinions and estimates herein reflect our judgement on the date of this report and are subject to change without notice. This report is not intended to be an offer, or the solicitation of any offer, to buy or sell the securities referred to herein. From time to time, the firm preparing this report or its affiliates or the principals or employees of such firm or its affiliates may have a position in the securities referred to herein or hold options, warrants or rights with respect thereto or other securities of such issuers and may make a market or otherwise act as principal in transactions in any of these securities. Any such non-U.S. persons may have purchased securities referred to herein for their own account in advance of release of this report. Further information on the securities referred to herein may be obtained from UOBKHUS upon request. UOB Kay Hian Research Pte Ltd, 8 Anthony Road, #01-01, Singapore 229957 Tel: (65) 6535 6868, Fax: (65) 6509 5137 http://research.uobkayhian.com
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