RAFFLES HOLDINGS ACQUIRES SWISSOTEL HOTELS & RESORTS

Doubles its rooms inventory and expands geographic presence to 34 international destinations

Raffles Holdings Limited (the "Company" or "Raffles Holdings"), is pleased to announce that it has entered into an agreement to acquire Swissotel Holding AG ("Swissotel"), which owns and operates the Swissotel Hotels & Resorts from SairRelations AG, a division of the SAirGroup, for CHF410 million or S$439 million (subject to certain adjustments). The completion of the transaction is expected on 31 May 2001. With this acquisition, the Company has more than doubled its rooms inventory, strengthened its brand equity, diversified its geographic distribution and greatly increased its earnings contribution from management contracts. Raffles Holdings has also significantly enhanced its position as the leading hotel chain headquartered in Asia Pacific with the most extensive reach worldwide, across six continents and 17 countries.

The Company is buying Swissotel as a going concern via a cash acquisition of its stock. The transaction follows a two-stage bid process with a select number of potential acquirors chosen for potential strategic fit. Raffles Holdings was chosen to negotiate exclusively in the second stage based not only on competitive price but also on a range of non-price objectives including the future of the Swissotel brand, intentions with respect to personnel and the nature and extent of the ongoing relationship desired with SAir Group.

Through this transaction, the Company gains ownership of the Swissotel brand and its trademarks, and management contracts for 23 hotels, including those of 6 majority or wholly-owned hotel properties and minority interests in 3 hotels.

Furthermore, by 31 December 2001, the Company has the opportunity to progressively acquire the remaining third-party minority interests in the US subsidiary that manages the North American Swissotel properties.

The Company will assume debt totalling CHF122 million and fund the balance of the acquisition with a multi-currency acquisition facility totaling S$309 million. The Company intends in due course to repay these borrowings with a portion of the proceeds of its previously announced divestment of a 55% interest in its Raffles City property.

"This acquisition offers a compelling strategic fit on terms that are consistent with our financial objectives. The transaction is accretive in the first full year and the pricing is attractive compared to investment alternatives, other comparable transactions, and our cost of capital. We have increased our inventory of luxury and deluxe rooms by 139 per cent to 13,457 rooms. Our global footprint has been enlarged to 39 hotels in 34 destinations which are business capitals, cultural centers and major leisure destinations," said Mr. Richard Helfer, President and Chief Executive Officer, Raffles Holdings Limited.

Mr. Wolfgang Werle, President and Chief Executive Officer, SAirRelations, said, "We could not have found a more perfect match than Raffles Holdings as a new home for Swissotel. A major criterion in selecting Raffles Holdings was its commitment to the growth of the Swissotel brand. We are encouraged by Raffles Holdings’ reputation, experience in brand development and management, and its highest standards of product and service. As part of our commitment, we look forward to an on-going long-term relationship between Raffles Holdings and SAirGroup, which will be beneficial to both organizations."

The acquisition of Swissotel achieves several Raffles Holdings strategic thrusts: Increased Global Reach – Swissotel further enhances the Company’s geographical footprint with an extensive post acquisition room distribution, fulfilling Raffles Holdings’ stated objective of managing 12,000 rooms by end 2003.

This acquisition complements Raffles Holdings’ portfolio in Europe and provides a significant presence in key North American gateway cities, the latter without additional asset exposure. Swissotel also provides Raffles Holdings with strategic entry via established operating hotels in North Asia, the Middle East and South America.

With this acquisition the turnover and revenue flows are substantially diversified by region, providing greater financial stability.

Enhanced Brand Equity – Swissotel has a strong brand recognition in Europe and the Americas and complements Raffles Holdings’ Merchant Court hotels which are represented primarily in Asia Pacific. Swissotel’s portfolio of deluxe hotels integrates well within the Raffles International’s master brand architecture. The Raffles brand of hotels and resorts caters to affluent leisure and business travellers who require something beyond five star accommodations. The 4 – 4½ star Swissotel and Merchant Court brands of hotels are aimed at modern business travellers, with an emphasis on quality and comfort. Following the acquisition Raffles Holdings will rationalize the brandings of Merchant Court and Swissotel under its master brand.

This acquisition strengthens Raffles International’s two-tiered brand architecture and provides the scale and scope to reach and tap wider market segments.

Operating Benefits of Scale – This acquisition will result in the following benefits arising from increased scale :

· "network effect" on customer equity and loyalty of the increased number of hotel locations

· ability to spread IT, reservations and sales & marketing investments over a broader base

· improved purchasing power as a result of the acquisition and relationship with SAirGroup resulting in lower procurement costs

· management scalability in that the combined operating infrastructure will enable the group to grow its management contract base by another 20 hotels with limited additional overheads

· improved ability to compete for management contracts and acquisitions Increased Focus on Management Contracts – The acquisition of Swissotel will increase fee based income from S$18m to S$48m based on 2000 proforma results, with the number of third party management contracts increasing from 5 to 21. This is in line with the Company’s strategic goal to become a pure hotel play with a bias towards management contract income.

Enhancing Human Capital – Swissotel’s key executives bring with them depth of experience, institutional knowledge, and operational excellence, and will be integrated into the Company’s management team. An integration team comprising senior management has been set up to adopt the best practices of both organizations, and to identify and retain core competencies. In the integration, the Company will actively leverage on the proprietary training programmes and facilities of Raffles International Training Centres worldwide.

Financial Considerations

In assessing potential acquisitions, the Company considers a variety of financial criteria, including the impact on earnings, future earnings growth, return on equity, yields available on competing investments and its own cost of capital. By all these measures, the Company believes that the transaction represents an attractive investment opportunity. Barring unforseen circumstances, the Company expects the transaction to be accretive to 2001 earnings before one-time integration costs of S$5.3 million and amortization of goodwill. It also expects the transaction to be accretive to earnings in 2002.

The Company expects Swissotel to show attractive growth in turnover and EBITDA due to Swissotel’s opening of three additional managed properties currently under development, the continued strong operating conditions in Swissotel’s markets and on-going capital investment programme. In addition, the Company expects the transaction to improve its future earnings growth prospects, due to its enhanced ability to compete for future management contracts and acquisition opportunities. By putting increased emphasis on revenues from management contracts, the transaction is consistent with the Company’s objective of shifting towards a less capital-intensive business strategy.

Assuming that no value is allocated to the management contracts, the brand equity and other assets that the company has acquired, and all of the purchase price is allocated to the majority and wholly-owned properties, the resulting value per acquired room is S$319,000. The Company believes this value compares favourably with recent hotel property acquisitions of which it is aware. The Company also expects the transaction to generate returns in excess of its financing costs and its estimate of its long-term cost of capital.

The Company expects to realize recurring synergies at a "run-rate" of up to S$15 million annually by year-end 2002. Specific areas of cost savings or revenue enhancement include:

· roll-out of Raffles service concepts including food and beverage, retail and spa

· revenue upside associated with the repositioning of Swissotel hotels

· combined operational efficiencies including licence fee reductions, recruitment and training, financial services and hotel management service recharges

· closing of Swissotel New York head office

· operational improvements in the form of standardized operating processes

· ongoing benefits from the relationship with the SAir Group

Morgan Stanley and Credit Suisse First Boston served as investment advisors to Raffles Holdings Limited and Swissotel Hotels & Resorts respectively.

None of the Directors nor the substantial shareholders of the Company have any interest, direct, or indirect, in the acquisition.

About Raffles Holdings Limited (Post Acquisition)

Raffles Holdings Limited is the leading hotel chain headquartered in Asia Pacific having a portfolio with the most extensive reach worldwide, across the six continents of Asia, Europe, North America, South America, Australia and Africa.

Raffles Holdings has a portfolio of 39 hotels with 13,457 rooms in 34 destination cities. Raffles Holdings is a subsidiary of CapitaLand Limited, which has an asset base of over S$18 billion. Both companies are listed on the Singapore Exchange. Raffles International Limited, formed in 1989, is the hotel management arm of Raffles Holdings. Raffles International is a name well respected in the industry for its standards of quality, award winning concepts and innovative approach towards hotel management. Raffles International’s hotels and resorts are marketed under a two-tiered brand structure. The "Raffles brand" distinguishes themselves by the highest standards of products and services available in major cities on an international level. The "Swissotel brand" and "Merchant Court" hotels offer quality accommodation and the full range of modern facilities and amenities expected by today’s discerning traveller, with an emphasis on quality and comfort.

The Raffles International approach to each hotel is unique, innovative and market-driven. Our commitment is to create and manage hotels which by their style and quality, are immediately recognised as hotels of preference.

RAFFLES HOLDINGS PORTFOLIO (POST ACQUISITION)

Property Rooms/Suites Owned or Managed

Asia Pacific – 5,649 rooms and suites

Raffles Hotel, Singapore 103 Majority owned

Raffles City Hotels : currently Westin Stamford 1263 Wholly owned

: currently Westin Plaza 783 Wholly owned

Grand Hotel d’Angkor, Siem Reap, Cambodia 131 Wholly owned

Hotel Le Royal, Phnom Penh, Cambodia 210 Wholly owned

Swissotel Beijing, China 462 Managed

Swissotel Dalian, China 415 Managed

Merchant Court Hotel, Sydney, Australia 361 Majority owned

Merchant Court Hotel, Singapore 476 Wholly owned

Merchant Court Hotel at Le Concorde, Bangkok, Thailand 410 Managed

Raffles Resort Bali at Jimbaran, Indonesia (end 2003*) 210 Managed

Raffles Resort Bintan, Indonesia (end 2004*) 300 Managed

Merchant Court Hotel, Shanghai, China (end 2003*) 525 Majority owned

The Americas – 2,862 rooms and suites

Raffles L’Ermitage Beverly Hills, Los Angeles, USA 124 Wholly owned

Swissotel Atlanta, USA 365 Managed

Swissotel Boston, USA 501 Managed

Swissotel Chicago, USA 632 Managed

Swissotel New York, The Drake, USA 495 Managed

Swissotel Washington D.C., The Watergate, USA 251 Managed

Swissotel Lima, Peru 244 Managed

Swissotel Quito, Ecuador 250 Managed

Europe – 3,109 rooms and suites

Hotel Vier Jahreszeiten, Hamburg, Germany 156 Wholly owned

Brown’s Hotel, London, England 118 Wholly owned

Le Montreux Palace, Montreux, Switzerland 235 Majority owned

Swissotel Amsterdam, The Netherlands 106 Wholly owned

Swissotel Basel, Switzerland 238 Majority owned

Swissotel Brussels, Belgium 318 Managed

Swissotel Dusseldorf, Germany 246 Wholly owned

Swissotel Geneva, Metropole, Switzerland 128 Managed

Swissotel London, The Howard, England 156 Managed

Swissotel Zurich, Switzerland 347 Wholly owned

Raffles L’Ermitage Berlin, Germany (end 2002*) 300 Wholly owned

Raffles Resort Mallorca at Colinas d’Es Trenc, Spain (end 2002*) 160 Managed

Swissotel Berlin, Germany (end 2001*) 316 Wholly owned

Swissotel Frankfurt, Germany (end 2003*) 285 Managed

Middle East/ Mediterranean – 1,837 rooms and suites

Swissotel Cairo, Egypt 313 Managed

Swissotel, Gocek, Turkey 557 Managed

Swissotel Istanbul, The Bosphorus, Turkey 567 Managed

Swissotel Sharm El Sheikh, Egypt (Fall 2001)* 400 Managed

Total 13,457

*expected opening date

The Raffles Holdings Group portfolio consists of 13,457 roomsin 39 hotels in 34 destinations over 6 continents.