TIDMASPL
RNS Number : 4408V
Aseana Properties Limited
07 August 2015
7 August 2015
Aseana Properties Limited
("Aseana" or the "Company")
Proposals regarding the introduction of a compulsory redemption
mechanism to return cash to Shareholders, posting of circular and
notice of EGM
Aseana Properties Limited (LSE: ASPL), a property developer in
Malaysia and Vietnam, listed on the Main Market of the London Stock
Exchange, announces that it has today posted to the Company's
shareholders ("Shareholders") a circular (the "EGM Circular")
putting forward recommended Proposals regarding the introduction of
a compulsory redemption mechanism to return cash to Shareholders,
to be considered at an Extraordinary General Meeting.
The Extraordinary General Meeting will be held at 12 Castle
Street, St. Helier, Jersey, JE2 3RT, Channel Islands at 9.30 a.m.
on Thursday, 27 August 2015.
1. Introduction and background to the Proposals
On 22 June 2015, Shareholders approved the adoption by the
Company of a Divestment Investment Policy pursuant to which the
Company will seek to realise the Company's assets in a controlled,
orderly and timely manner with a view to achieving a balance
between (i) returning cash to Shareholders at such times and from
time to time and in such manner as the Board may (in its absolute
discretion) determine; and (ii) maximising the realisation value of
the Company's investments. The Board aims to complete the disposal
of the Company's assets by June 2018.
Subject to any decision by the Board to make further investments
into the RuMa Project or to incur capital expenditure on existing
projects in line with the Divestment Investment Policy, the net
proceeds of portfolio realisations will be returned to Shareholders
at such times and from time to time and in such manner as the Board
may determine in its absolute discretion. The Board will take into
consideration the Company's working capital requirements (including
debt servicing and repayments), the cost and tax efficiency of
returns of capital and the requirements of Jersey law.
As highlighted in the Chairman's letter in the circular to
Shareholders dated 22 May 2015, the Board and the Manager are
committed to realising the Company's assets in a controlled,
orderly and timely manner with a view to achieving a balance
between returning cash to Shareholders and maximising the
realisation value of the Company's investments. The Board intends
to make distributions of not less than US$20 million in 2015. These
anticipated distributions are based on the Board's analysis of the
Company's current cash balances and expected receivables from
investments that have been contractually sold.
The Company currently anticipates a first distribution in the
third quarter of 2015, subject to lenders' consents, the receipt of
confirmatory certificates from the Company's reporting accountants
and/or auditors to support the Directors' statement of solvency and
any necessary Shareholder authorities.
The Board is also targeting additional cash distributions of
US$20 million in 2015, which are predicated on the completion of
certain planned additional asset disposals before the end of the
year. This additional targeted amount is also subject to lenders'
consents, the receipt of confirmatory certificates from the
Company's reporting accountants and/or auditors to support the
Directors' statement of solvency and any necessary Shareholder
authorities.
The Chairman has today written to Shareholders to outline
details of proposals (the "Proposals"):
-- to convert the Ordinary Shares into redeemable shares and
amend the Articles to incorporate provisions specifying the manner
in which the Ordinary Shares can be redeemed by the Company so as
to facilitate the return of cash to Shareholders; and
-- in order to comply with the Law, prior to the conversion of
the Ordinary Shares into redeemable shares, to amend the Memorandum
and the Articles to incorporate a non-redeemable Management Share
class and to authorise the Directors to issue two such Management
Shares.
The Proposals require the approval by Shareholders by special
resolution. Accordingly the Resolutions will be proposed at an EGM
to be held at 9.30 a.m. on Thursday, 27 August 2015. Further detail
on the Proposals and expected timing are set out below.
2. The Proposals
As the Group's assets are realised over time in accordance with
the Divestment Investment Policy, the Board shall consider with its
advisers the most appropriate mechanism for returning surplus cash
equitably to Shareholders. The Board intends to seek the most
efficient method of returning cash to Shareholders over time.
The Board currently believes that converting the existing issued
Ordinary Shares into shares which can be redeemed at the option of
the Company, in order to facilitate the return of cash to
Shareholders by way of a compulsory redemption mechanism, is the
most efficient mechanism for returning cash to Shareholders.
Ordinary Shares would be redeemed from all Shareholders pro rata
to their existing holdings of Ordinary Shares and at such times as
the Directors resolve, in their absolute discretion, to return
realised cash to Shareholders in that manner (so far as it is
practicable to do so depending on the size of holdings). It is
intended that all Shareholders would be treated equally under any
compulsory redemptions.
The Company may also consider other methods of returning cash to
Shareholders from time to time, if it is in Shareholders' best
interests to do so, including making tender offers to purchase
Ordinary Shares. It is intended that all Shareholders will be
treated equally under any return of cash.
The introduction of a compulsory redemption mechanism, and any
subsequent compulsory redemption of Ordinary Shares, or other
return of cash to Shareholders may be subject, amongst other
things, to lenders' consents.
Amendment to Articles and conversion of Ordinary Shares
It is proposed that the existing Articles be amended to include,
inter alia, provisions to allow the Directors to compulsorily
redeem the Ordinary Shares on an ongoing basis in their absolute
discretion in order to return cash to Shareholders.
The proposed amended Articles will describe, inter alia, the
mechanism for how the compulsory redemptions will be effected by
the Directors. The full wording of the amendments is set out in
Part 3C of the EGM Circular.
In order for the Board to effect compulsory redemptions of
Ordinary Shares, Shareholders will also need to approve the
conversion of the Ordinary Shares into redeemable shares on the
terms of the amended Articles.
Resolution 2 (Adoption of Compulsory Redemption Mechanism) to be
proposed at the EGM, approving the conversion of the Ordinary
Shares to redeemable shares and the amendments to the current
Articles, is conditional on the passing of Resolution 1 to be
proposed at the EGM (Creation and issue of Management Shares) (see
further below). If Resolution 2 is not passed at the EGM, the
Company will be unable to effect compulsory redemptions of Ordinary
Shares in order to return realised cash to Shareholders. In such
circumstances, the Board will consider alternative methods to
return capital to Shareholders.
Procedure
Assuming the proposed amended Articles are adopted and the
Ordinary Shares converted into redeemable Ordinary Shares, and if
the Directors exercise their discretion to compulsorily redeem any
given percentage of Ordinary Share capital on a relevant occasion,
the Company will make an announcement in advance of the proposed
date of redemption. The announcement to redeem will include the
following details:
-- the percentage of Ordinary Share capital to be redeemed by
the Company on the Redemption Date (the "Relevant Percentage");
-- a timetable for the redemption of the Relevant Percentage and
distribution of redemption proceeds, including the Redemption
Date;
-- the Redemption Price per Ordinary Share (see below);
-- the aggregate amount to be distributed to Shareholders;
-- the new ISIN in respect of the balance of Ordinary Shares
which will continue to be listed after the relevant Redemption
Date; and
-- any additional information that the Board considers necessary
to advise Shareholders of in connection with the redemption.
Redemptions of Ordinary Shares will become effective at close of
business on each Redemption Date, being a date chosen at the
Directors' absolute discretion, as determined by the Directors to
be in the best interests of Shareholders as a whole. In determining
the timing of any Redemption Date, the Directors will take into
account the amount of cash available for payment of redemption
proceeds and the costs associated with such redemption.
Shareholders will receive the proceeds of redemption within 14
Business Days of the relevant Redemption Date, or as soon as
practicable thereafter, at the Redemption Price, which will be
based on the Directors' unaudited estimate of the Net Asset Value,
taking into account the costs associated with the redemption. The
actual percentage of the Net Asset Value per Ordinary Share
attributable to costs will depend, inter alia, on the proportion of
the Ordinary Shares remaining in issue.
Settlement
In the case of Ordinary Shares held in uncertificated form (that
is, in CREST), redemptions will take effect automatically on each
Redemption Date. Ordinary Shares held in CREST under the existing
ISIN will be disabled and a new ISIN will on the next Business Day
be applied to the remaining Ordinary Shares that have not been
compulsorily redeemed.
In the case of Ordinary Shares held in certificated form (that
is, not in CREST), redemptions will also take effect automatically
on each Redemption Date. Since the Ordinary Shares will be
compulsorily redeemed, certificated Shareholders do not need to
return their share certificates to the Company in order to claim
their redemption monies. Shareholders' existing share certificates
will be cancelled automatically. New share certificates will be
issued to each such Shareholder for the balance of their
shareholding after each Redemption Date, and will be sent (at the
recipient's risk) to the address entered on the register for the
Shareholder at close of business on the relevant Redemption
Date.
Shareholders will be paid their redemption proceeds in US
Dollars. It is currently expected that the proceeds of redemption
will be paid through CREST, where enabled, or otherwise by cheque
(at the recipient's risk) within 14 Business Days of the relevant
Redemption Date or as soon as practicable thereafter. The Directors
reserve the right to pay proceeds of redemption by alternative
means with costs related to such transfer being borne by the
recipient. All Ordinary Shares that are redeemed will be cancelled
with effect from close of business on the relevant Redemption Date.
Accordingly, once redeemed, the relevant Ordinary Shares will be
incapable of transfer.
Creation and issue of Management Shares
Pursuant to Article 55(3) of the Law, a Jersey registered
company may not convert existing issued non-redeemable shares into
redeemable shares if as a result there would be no issued shares of
the company that are not redeemable.
Accordingly, the Board is proposing to amend the Memorandum and
Articles of the Company to create a new, non-redeemable, class of
Management Shares. Two Management Shares will be issued, one to
each of the Manager and Legacy Essence Limited, following which the
Board does not intend to issue any further Management Shares.
Legacy Essence Limited is a significant shareholder of the Company
and a related party of the Manager. The Management Shares will have
voting rights at general meetings of the Company on the same basis
as Ordinary Shares but will have limited rights on a return of
capital and will not be entitled to dividends declared by the
Company.
On the basis of the current issued Ordinary Share capital of
212,025,000 Ordinary Shares of US$0.05 each, following adoption of
the Proposals, the two issued Management Shares of US$0.05 each
will represent only 0.0000009 per cent. of the total voting rights
of the Company exercisable at a general meeting. Accordingly, the
Board believes that the effect on Shareholders by the creation and
issue of the Management Shares will be negligible.
Resolution 1 to be proposed at the EGM relates to the creation
and issue of the Management Shares. The proposed amendments to the
Memorandum for the creation of the Management Shares are set out in
Part 3A of the EGM Circular and the rights attached to the
Management Shares are detailed in the proposed amendments to the
Articles as set out in Part 3B of the EGM Circular.
3. Extraordinary General Meeting
The Proposals are subject to Shareholder approval at an
Extraordinary General Meeting of the Company, which is to be held
at 9.30 a.m. on Thursday, 27 August 2015. Under the Companies
(Jersey) Law 1991, as amended, the Resolutions require a vote in
favour by Shareholders holding at least two-thirds of the Ordinary
Shares represented at the EGM, either in person or by proxy, and
voting on the resolution, to be validly passed.
4. Directors' voting intentions and recommendation
The Directors consider that the Proposals are in the best
interests of the Company and Shareholders as a whole. Accordingly,
the Directors unanimously recommend that Shareholders vote in
favour of the Resolutions to be proposed at the Extraordinary
General Meeting as they intend to do in respect of their own
beneficial holdings which amount, in aggregate, to 2,483,000
Ordinary Shares representing 1.2 per cent. of the total voting
rights of the Company.
5. Expected timetable of principal events
Latest time and date for receipt 9.30 a.m. on
of forms of proxy for the EGM 26 August 2015
EGM record date 6.00 p.m. on
26 August 2015
Time and date of Extraordinary General 9.30 a.m. on
Meeting 27 August 2015
Announcement of results of Extraordinary 27 August 2015
General Meeting
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service.
Words and expressions defined in the EGM Circular have the same
meanings when used in this announcement unless the context requires
otherwise. The EGM Circular and Notice of EGM have been submitted
to the National Storage Mechanism and will shortly be available for
public inspection at http://www.morningstar.co.uk/uk/nsm.
For further information:
Aseana Properties Limited Tel: 603 6411 6388
Chan Chee Kian Email: cheekian.chan@ireka.com.my
N+1 Singer Tel: 020 7496 3000
James Maxwell / Liz Yong
(Corporate Finance)
Sam Greatrex (Sales)
Tavistock Tel: 020 7920 3150
Jeremy Carey / James Verstringhe Email: jcarey@tavistock.co.uk
Notes to Editors:
London-listed Aseana Properties Limited (LSE: ASPL) is a
property developer investing in Malaysia and Vietnam.
Ireka Development Management Sdn Bhd ("IDM") is the exclusive
Development Manager for Aseana. It is a wholly-owned subsidiary of
Ireka Corporation Berhad, a company listed on the Bursa Malaysia
since 1993, which has over 45 years of experience in construction
and property development. IDM is responsible for the day-to-day
management of Aseana's property portfolio and the introduction and
facilitation of new investment opportunities.
This information is provided by RNS
The company news service from the London Stock Exchange
END
CIRPRMLTMBAMMTA
Aseana Properties (LSE:ASPL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Aseana Properties (LSE:ASPL)
Historical Stock Chart
From Apr 2023 to Apr 2024
