TIDMAGP
RNS Number : 6290O
AIM
08 November 2016
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT
PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2
OF THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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Asian Growth Properties Limited ("AGP" or the
"Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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Registered Address:
Clarendon House, 2 Church Street, Hamilton HM
11, Bermuda (effective on redomiciliation to
Bermuda)
Current Address:
Portcullis Chambers, 4(th) Floor, Ellen Skelton
Building, 3076 Sir Francis Drake Highway, Road
Town, Tortola, British Virgin Islands ("BVI")
VG1110 (Registration number:582004)
Principal Place of Business:
25/F., Dah Sing Financial Center, 108 Gloucester
Road, Wanchai, Hong Kong
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COUNTRY OF INCORPORATION:
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British Virgin Islands (redomiciling to Bermuda)
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
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www.asiangrowth.com
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF
OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION
IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER
UNDER RULE 14, THIS SHOULD BE STATED:
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The Company and its subsidiaries (the "Group")
carries on business as an investor and developer
of commercial office, retail and residential
properties as well as a hotel owner and operator.
While in recent years the Group has focused
its investment in Hong Kong and mainland China,
there is no geographical limitation to its sphere
of activities.
AGP is seeking readmission following a redomicile
from BVI to Bermuda, to be completed on or about
the date of readmission.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING
ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES
(i.e. where known, number and type of shares,
nominal value and issue price to which it seeks
admission and the number and type to be held
as treasury shares):
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886,347,812 ordinary shares of US$0.05 each
in the capital of AGP.
No restriction on transfer of shares.
No shares held in treasury.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
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No capital to be raised on re-admission.
Anticipated market capitalisation on re-admission:
GBP323.5 million (market capitalisation as at
7 November 2016).
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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97.23%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM
TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED
TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS
AIM SECURITIES) ADMITTED OR TRADED:
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Not applicable
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED
DIRECTORS (underlining the first name by which
each is known or including any other name by
which each is known):
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Richard Öther Prickett (Non-executive Chairman
and Independent Non-executive Director)
Lu Wing Chi (Executive Director)
Lambert Lu (Executive Director)
David Andrew Runciman (Executive Director)
Lincoln Lu (Executive Director)
Lam Sing Tai (Non-executive Director)
John David Orchard Fulton (Independent Non-executive
Director)
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS
EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE
CAPITAL, BEFORE AND AFTER ADMISSION (underlining
the first name by which each is known or including
any other name by which each is known):
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Significant shareholders before and after re-admission:
Name Number of Ordinary Percentage Shareholding
Shares (%)
----------------------- ------------------ -----------------------
S E A Holdings Limited
("SEA") 861,278,857* 97.17
----------------------- ------------------ -----------------------
* SEA is the indirect holder of 861,278,857
ordinary shares in AGP by virtue of the 668,653,817
ordinary shares in AGP held by Charm Action
Holdings Limited ("CAH"), 175,094,641 ordinary
shares in AGP held by SEA (AGP) Offshore Limited
("SEAAO"), 5,507,132 ordinary shares in AGP
held by Harbour Green Holdings Limited ("HGH")
and 12,023,267 ordinary shares in AGP held by
Manifold Returns Group Limited ("MRG").
CAH, SEAAO, HGH and MRG are direct wholly-owned
subsidiaries of SEA. SEA is a company listed
on the Hong Kong Stock Exchange.
NLI has an indirect interest in 861,278,857
ordinary shares in AGP by virtue of its 65.47%
shareholding interest in SEA. JCS has an indirect
interest in 861,278,857 ordinary shares in AGP
by virtue of its 63.58% shareholding interest
in NLI.
Directors' deemed shareholdings in AGP as of
7 November 2016 by virtue of their shareholding
in SEA, NLI, JCS and NYH as appropriate are
as follows:
Mr Lu Wing Chi: 363,929,935 ordinary shares
in AGP (41.06%)
Mr Lincoln Lu: 131,026,242 ordinary shares in
AGP (15.01%)
Mr Lambert Lu: 131,992,707 ordinary shares in
AGP (14.89%)
No option/award over the shares of the Company
had been granted to the Directors as at
7 November 2016, being the latest practicable
date prior to the date of this announcement.
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
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Not applicable
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION
IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(this may be represented by unaudited interim
financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST
THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
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(i) 31 December
(ii) Not applicable - existing issuer re-admitting
to AIM
(iii) Annual report for the year ended 31 December
2016 - published by 30 June 2017
Half year report for the six months ended 30
June 2017 - published by 30 September 2017
Annual report for the year ended 31 December
2017 - published by 30 June 2018
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EXPECTED ADMISSION DATE:
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7 December 2016
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF
United Kingdom
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NAME AND ADDRESS OF BROKER:
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Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF
United Kingdom
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT,
DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS)
THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION
OF ITS SECURITIES:
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Not applicable
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DATE OF NOTIFICATION:
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8 November 2016
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NEW/ UPDATE:
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New
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QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
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THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH
THE APPLICANT'S SECURITIES HAVE BEEN TRADED:
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AIM
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THE DATE FROM WHICH THE APPLICANT'S SECURITIES
HAVE BEEN SO TRADED:
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5 October 2006
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CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL
ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL
AND REGULATORY REQUIREMENTS INVOLVED IN HAVING
ITS SECURITIES TRADED UPON SUCH A MARKET OR
DETAILS OF WHERE THERE HAS BEEN ANY BREACH:
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The directors of the Company (the "Directors")
confirm that, after due and careful enquiry,
the Company has adhered to all legal and regulatory
requirements involved in having its securities
traded on AIM.
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AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS
OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE
PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE
OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
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www.asiangrowth.com
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DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING
ADMISSION INCLUDING, IN THE CASE OF AN INVESTING
COMPANY, DETAILS OF ITS INVESTING STRATEGY:
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Since the Company's admission to AIM, the Group
has been focused on developing its property
portfolio in Hong Kong and mainland China. The
Group carries on business as an investor and
developer of commercial office, retail and residential
properties as well as a hotel owner and operator.
While in recent years the Group has focused
investment in Hong Kong and mainland China,
there is no geographical limitation to its sphere
of activities. It is the Group's strategy to
review and optimise its property portfolio from
time to time with a view to achieving the greatest
value for its shareholders.
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A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL
OR TRADING POSITION OF THE APPLICANT, WHICH
HAS OCCURRED SINCE THE OF THE LAST FINANCIAL
PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN
PUBLISHED:
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Since the publication of the Company's last
audited financial statements for the year ended
31 December 2015, the Company has entered into
the following transactions:
i. On 7 November 2016, the Group entered into
a sale and purchase agreement to acquire the
units in a trust that owns property at 20 Moorgate,
London EC2R 6DA for a consideration of approximately
GBP154 million (approximately HK$1,491.0 million)
(before transaction costs and expenses), in
cash, subject to adjustment. Completion of the
acquisition took place on 7 November 2016 when
the Group paid the sellers approximately GBP75
million (approximately HK$726 million) in cash
as consideration for the entire issued units
in the trust (subject to post-completion adjustments)
and also paid in cash, on behalf of the sellers,
approximately GBP79 million (approximately HK$765
million) to the bank's solicitors' account as
repayment of the total redemption amount due
by the sellers to their bank. The Group funded
the acquisition from its existing cash resources
and a new five year term loan facility of approximately
GBP100 million (approximately HK$968.3 million)
from HSBC. The bank loan is secured by a mortgage
over the property.
ii. On 22 August 2016, the Group entered into
a sale and purchase agreement with an independent
third party in relation to the disposal of a
property development project (known as "Chengdu
Nova City") located at Chengdu, Sichuan Province,
the People's Republic of China (the "PRC") for
a consideration of HK$890 million (approximately
GBP87.7 million) in cash. The disposal was completed
on 29 August 2016 and it generated a net cash
amount of HK$886.7 million (approximately GBP87.4
million) before deducting transaction costs
and expenses.
iii. On 3 August 2016, the Group entered into
a sale and purchase agreement with an independent
third party in relation to the disposal of a
property development project located at Huangshan
City, Anhui Province, the PRC for a consideration
of HK$2 million (approximately GBP0.2 million)
in cash. The disposal was completed on the same
date.
iv. On 19 April 2016, the Group entered into
a sale and purchase agreement in relation to
the disposal of the property development project
(known as "Kaifeng Nova City") located at Kaifeng,
Henan Province, the PRC for a consideration
of HK$900 million (approximately GBP81.4 million)
in cash. Completion of the disposal took place
on 26 April 2016 and it generated a net cash
of HK$900 million (approximately GBP81.4 million),
before deducting transaction costs and expenses.
v. On 25 February 2016, the Group entered into
a sale and purchase agreement to dispose of
its entire interest in companies which beneficially
owned the property of Dah Sing Financial Centre
for a consideration of approximately HK$10,000
million (approximately GBP926 million) in cash,
subject to adjustment. The disposal was completed
on 24 May 2016 and it generated a net cash consideration
(after repayment of bank loans) of approximately
HK8,019 million (approximately GBP766.9 million).
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A STATEMENT THAT THE DIRECTORS OF THE APPLICANT
HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL
AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT
FOR AT LEAST TWELVE MONTHS FROM THE DATE OF
ITS ADMISSION:
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The Directors have no reason to believe that
the working capital available to the Group will
be insufficient for at least 12 months from
the date of its re-admission.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT
TO RULE 7 OF THE AIM RULES:
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No such lock-in arrangements are currently applicable.
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A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR
SETTLING THE APPLICANT'S SECURITIES:
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Crest
The ordinary shares are in registered form and
are in certificated form, and following Migration
the ordinary shares will become common shares.
Ordinary shares, and following Migration common
shares, may be delivered, held and settled in
CREST by means of the creation of dematerialised
depositary interests representing such common
shares. The Company, through its registrars,
Computershare Investor Services plc ("Computershare"),
has established a depositary arrangement in
relation to which, depositary interests ("DIs")
in the ordinary shares, and following Migration
the common shares, established pursuant to a
deed of trust executed by Computershare, acting
as depositary and representing common shares,
are issued to investors who wish to hold their
ordinary shares, and following Migration the
common shares, in electronic form within the
CREST system. Settlement of transactions in
ordinary shares, and following Migration the
common shares, represented by Depositary Interests,
may take place within the CREST system if the
relevant investors so wish.
Each DI is treated as one ordinary share, and
following Migration one common share, for the
purposes of determining, for example, eligibility
for any dividends. Computershare will pass on
to holders of DIs any stock or cash benefits
received by it as holder of ordinary shares,
and following Migration common shares on trust
for such DI holder. DI holders will also be
able to receive notices of meetings of holders
of ordinary shares, and following Migration
common shares, and other notices issued by the
Company to its shareholders.
Further information regarding the depositary
arrangement and the holding of ordinary shares,
and following Migration common shares, in the
form of DIs is available from the Company's
Depository who may be contacted at Computershare,
The Pavilions, Bridgwater Road, Bristol BS99
6ZZ, telephone: +44 370 702 000 or fax +44 870
703 6101.
Change of Share Registrar
With effect from the Migration, the Share Registrar
will be changed from Computershare Investor
Services (Jersey) Limited to:
Computershare Investor Services (Bermuda) Limited
5 Reid Street
Hamilton HM 11
Bermuda
Telephone +44 370 707 4040
Facsimile +44 370 873 5851
The settlement arrangements following the Migration
are set out in the appendix to AIM Schedule
1 Document under the sub-section headed "Admission
and CREST settlement".
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A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING
TO THE APPLICANT'S SECURITIES:
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www.asiangrowth.com
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INFORMATION EQUIVALENT TO THAT REQUIRED FOR
AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY
PUBLIC:
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Appendix to AIM Schedule 1 Document which can
be found at:
http://www.asiangrowth.com
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A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S
LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST
HAVE A FINANCIAL YEAR END NOT MORE THEN NINE
MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS
WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED
IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE
UNDER AIM RULE 19:
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www.asiangrowth.com.
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THE NUMBER OF EACH CLASS OF SECURITIES HELD
IN TREASURY:
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None.
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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