TIDMASPL
RNS Number : 7089R
Aseana Properties Limited
13 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
13 December 2016
Aseana Properties Limited
("Aseana" or the "Company")
Posting of Circular Re: Tender Offer for up to 13,334,000 shares
and Notice of Extraordinary General Meeting
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 a circular (the
"Circular") to its shareholders containing full details of the
Tender Offer, referred to in its announcement on 8 December 2016,
and a notice of Extraordinary General Meeting convened for 9.30
a.m. on 4 January 2017.
On 8 December 2016, Aseana announced that the Company proposed
to return US$10,000,500 to shareholders by way of a tender offer
for up to 13,334,000 shares at a tender price equivalent to the net
asset value per share of the Company, as at 30 September 2016, of
US$0.75 per share. The Company proposes to hold all repurchased
shares in treasury.
Copies of the Circular, tender offer form and form of proxy will
be submitted to the National Storage Mechanism and will shortly be
available for inspection at http://www.morningstar.co.uk/uk/NSM. In
addition, the documents will be available on the Aseana website
(www.aseanaproperties.com) and may also be obtained from the
Company Secretary.
The full text of the Circular is set out below.
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: jeremy.carey@tavistock.co.uk
EXPECTED TIMETABLE OF EVENTS
2016
Circular posted to Shareholders 13 December
Tender Offer opens 14 December
Latest time and date for 9.30 a.m. on 30 December
receipt of Forms of Proxy
2017
Extraordinary General 9.30 a.m. on 4 January
Meeting
Tender Offer closes 4 January
Latest time and date for 1.00 p.m. on 4 January
receipt of Tender Forms
and share certificates
Latest time and date for 1.00 p.m. on 4 January
receipt of TTE Instructions
Announcement of results 4 January
of Extraordinary General
Meeting
Record Date for participation close of business on 4
in the Tender Offer January
Announcement of results 6 January
of Tender Offer
CREST accounts credited 10 January
in respect of Tender Offer
proceeds for uncertificated
Shares
Cheques despatched in by 10 January
respect of Tender Offer
proceeds for certificated
Shares
Despatch of balance share by 10 January
certificates and crediting
CREST accounts with shares
not purchased
Notes:
(1) The times and dates set out in the Expected Timetable of
Events above and mentioned throughout this Announcement may be
adjusted by the Company, in which event details of the new times
and dates will be notified, as required, to the UK Listing
Authority and the London Stock Exchange and, where appropriate, to
Shareholders.
(2) All references to time in this Circular are to GMT unless otherwise stated.
PART 1
Letter from the Chairman
Dear Shareholder
Tender Offer for up to 13,334,000 Shares at US$0.75 per
Share
Introduction
As announced on 8 December 2016, following the realisation of
certain portfolio assets, the Company is proposing to return
capital to Shareholders in line with its orderly realisation
investment policy and is seeking Shareholder approval in order to
implement a Tender Offer for up to 13,334,000 Shares. The purpose
of this Circular is to provide you with details of the Tender
Offer, how Shareholders can tender their Shares for purchase if
they wish to do so and to set out the reasons why the Directors are
recommending that you vote in favour of the Tender Offer Resolution
to be proposed at the Extraordinary General Meeting, notice of
which is set out at the end of this Circular.
Background
When the Company was launched in 2007 the Board considered it
desirable that Shareholders should have an opportunity to review
the future of the Company at appropriate intervals. Accordingly,
and as required under the Company's articles, at the 2015 AGM the
Company proposed an ordinary resolution for it to cease trading
(the "Discontinuation Resolution").
As highlighted in my Chairman's letter dated 22 May 2015 (the
"May 2015 Circular"), the Board strongly believed that voting in
favour of the Discontinuation Resolution and therefore ceasing to
trade and placing the Company in liquidation would have had a
significant adverse effect upon Shareholder value. Instead, the
Board recommended a policy of orderly realisation of the Company's
assets as a more appropriate and desirable approach.
At an extraordinary general meeting of the Company held on 22
June 2015, Shareholders voted in favour of the Board's proposals to
amend the Company's investment policy to enable a realisation of
the Company's assets in a controlled, orderly and timely manner,
with the objective of achieving a balance between periodically
returning cash to Shareholders and maximising the realisation value
of the Company's investments. Shareholders also supported the
Board's recommendation to vote against the Discontinuation
Resolution proposed at the 2015 AGM, in order to allow a policy of
orderly realisation of the Company's assets over a period of up to
three years in order to maximise the value of the Company's assets
and returns to Shareholders, both up to and upon the eventual
liquidation of the Company.
The Tender Offer
As to the methods to be used to return cash to Shareholders, in
my Chairman's letter in the May 2015 Circular, I advised
Shareholders that the Company would consult with its advisers as to
the most appropriate mechanism for returning surplus cash equitably
to Shareholders. I also noted that the Company may consider making
tender offers to buyback Shares as a method of making such
distributions.
Following the recent disposals and reductions of the Company's
stakes in certain projects and developments, including but not
limited to the Nam Long Investment Corporation (divestment
completed on 2 November 2016) and Aloft Kuala Lumpur Sentral Hotel
(sale completed on 23 June 2016), the Company has consulted with
its advisers and consequently decided to implement the Tender Offer
as a means by which to return cash to Shareholders. The total
amount of cash that the Company is proposing to return to
Shareholders is US$10,000,500.
The Directors are seeking Shareholder approval to authorise the
Company to buy back up to 13,334,000 Shares under the Tender Offer
(which is equivalent to approximately 6.3 per cent. of the issued
Share Capital of the Company which, as at 12 December 2016 (being
the latest practicable date prior to the publication of this
Circular), was 212,025,000 Shares) at a Tender Price equivalent to
the Net Asset Value per Share of the Company as at 30 September
2016, being US$0.75 per Share, and thereby provide those Qualifying
Shareholders who wish to realise a portion of their holding of
Shares the opportunity to do so.
Structure of the Tender Offer
The Tender Offer will be implemented on the basis of N+1 Singer
Capital Markets acquiring, as principal, the successfully tendered
Shares at the Tender Price and the subsequent buyback of the
tendered Shares from N+1 Singer Capital Markets by the Company at
the same price under the terms of the Repurchase Agreement, details
of which are set out in Part 5 of this Circular. The Company will
hold all Shares bought back in treasury.
The number of Shares subject to the Tender Offer is calculated
by dividing the total amount of cash to be distributed to
Shareholders, being US$10,000,500, by the Tender Price. This
number, as a percentage of all Shares in issue, represents the
"Basic Entitlement" under the Tender Offer, which is 6.2888810 per
cent. and each Qualifying Shareholder is entitled to tender a
percentage of his/her holding equal to (or less than, if they so
choose) the Basic Entitlement (rounded down to the nearest whole
number of Shares). Qualifying Shareholders will also be entitled to
apply to tender Shares above their Basic Entitlement to the extent
that other Qualifying Shareholders do not tender their respective
Basic Entitlements, as set out in further detail in this
Circular.
The Tender Offer is conditional, inter alia, upon: (i) the
Tender Offer Resolution being passed at the Extraordinary General
Meeting; (ii) the Company satisfying the solvency test requirements
under the Law; and (iii) valid tenders being received in respect of
at least 5 per cent. of the Company's issued Shares (excluding
Shares held in treasury) as at 1.00 p.m. on Wednesday, 4 January
2017.
Options for Shareholders
Shareholders on the Register on the Record Date only can
choose:
-- to apply to tender their Basic Entitlement;
-- to apply to tender fewer Shares than their Basic Entitlement;
-- to apply to tender Shares above their Basic Entitlement and,
to the extent that other Qualifying
Shareholders do not tender their Basic Entitlement, such
applications will be satisfied proportionately
to other excess applications; or to continue their full
investment in the Company.
If you do not wish to tender any of your Shares you do not need
to take any action.
Shareholders' attention is drawn to Part 3 of this Circular and,
in the case of Shareholders holding their Shares in certificated
form, to the Tender Form, which together constitute the terms and
conditions of the Tender Offer.
Details of how Shareholders will be able to tender Shares can be
found in paragraph 3 of Part 3 of the Circular.
Shareholders should note that, once tendered, Shares may not be
sold, transferred, charged or otherwise disposed of other than in
accordance with the Tender Offer.
Shareholders who are in any doubt as to the contents of this
Circular or as to the action to be taken should immediately consult
their stockbroker, bank manager, solicitor, accountant or other
independent professional adviser authorised under the Financial
Services and Markets Act 2000 or seek advice from another
appropriately authorised independent financial adviser if you are
outside the United Kingdom.
Expenses
The costs and expenses relating to the Tender Offer, assuming
the Tender Offer is fully subscribed, are expected to be
approximately US$122,500. These costs will be borne entirely by the
Company.
Restricted Shareholders and other Overseas Shareholders
The attention of Restricted Shareholders and Overseas
Shareholders is drawn to paragraph 10 of Part 3. The Tender Offer
is not being made to Shareholders who are resident, or otherwise
located, in, or citizens of, Restricted Territories. Restricted
Shareholders are being excluded from the Tender Offer to avoid
infringing applicable local laws and regulations relating to the
implementation of the Tender Offer. Accordingly, copies of this
Circular, the Tender Form and any related documents are not being
and must not be mailed or otherwise distributed in or into
Restricted Territories.
It is the responsibility of all Overseas Shareholders to satisfy
themselves as to the observance of any legal or regulatory
requirements in their jurisdiction, including, without limitation,
any relevant requirements in relation to the ability of such
holders to participate in the Tender Offer.
Taxation
Shareholders who sell their Shares in the Tender Offer may,
depending on their individual circumstances, incur a liability to
taxation.
The attention of Shareholders is drawn to Part 4 of this
Circular which sets out a general guide to certain UK taxation
aspects related to the Tender Offer, based on current UK law and
HMRC published practice. Such guide is a summary only, is not
exhaustive and does not constitute tax advice.
Shareholders who are in any doubt as to their tax position or
who are subject to tax in a jurisdiction other than the UK should
consult an appropriate professional adviser.
City Code
At the time of the Company's initial public offering in April
2007, the Panel determined that Ireka and Legacy Essence Limited
("Legacy Essence"), both significant Shareholders in the Company,
were acting in concert for the purposes of Rule 9 of the City Code.
Accordingly, if either of Ireka or Legacy Essence, for so long as
they continue to be treated as acting in concert, were to acquire
an interest in any other Shares which would increase the percentage
of Shares carrying voting rights held by them, they would be
required by the Panel to make a general offer for the Company.
Ireka and Legacy Essence continue to be deemed to be acting in
concert for the purposes of Rule 9 of the City Code and currently
own 41.50 per cent. of the Company's Shares. This figure includes
shares transferred from Legacy Essence to related parties of Ireka,
as announced on 4 November 2015, all of which are deemed to be
acting in concert with Ireka and Legacy Essence. If the full number
of Shares were to be purchased under the Tender Offer, the Tender
Offer were to be made for the maximum number of Shares and Ireka,
related parties of Ireka and Legacy Essence tender their Basic
Entitlement of Shares (and no more) under the Tender Offer then
their aggregate percentage interest in the Company's Shares would
remain at 41.50 per cent.
The Company has therefore obtained irrevocable undertakings from
each of Ireka, related parties of Ireka and Legacy Essence to (i)
vote in favour of the Tender Offer Resolution; and (ii) tender
their Basic Entitlement of Shares (and no more) under the Tender
Offer to avoid any Rule 9 issue. The terms of these irrevocable
undertakings are governed by English law.
Other irrevocable undertaking
LIM Advisors Limited has also given an irrevocable undertaking
to (i) vote in favour of the Tender Offer Resolution; and (ii)
tender its Basic Entitlement of Shares (and no more) under the
Tender Offer. The terms of this irrevocable undertaking are
governed by English law.
Extraordinary General Meeting
The Tender Offer is conditional upon the approval by
Shareholders of the Tender Offer Resolution to be proposed at the
Extraordinary General Meeting.
All Shareholders are entitled to attend and vote at the
Extraordinary General Meeting. In accordance with the Articles, all
Shareholders present in person or by proxy shall have one vote in
respect of every Share held. Under the Law, the Tender Offer
Resolution to be proposed at the EGM shall be proposed as a special
resolution and requires a vote in favour by Shareholders holding
not less than two thirds of votes cast, either in person or by
proxy, and voting on the Tender Offer Resolution, to be validly
passed.
Irrevocable undertakings to vote in favour of the Tender Offer
Resolution have been received in respect of approximately 59.95 per
cent. of the issued Share capital of the Company.
The formal notice convening the Extraordinary General Meeting is
set out in the Circular.
Action to be taken by Shareholders
Tender Offer
Ordinary Shares held in certificated form (that is, not in
CREST)
Qualifying Shareholders who hold their Shares in certificated
form and who wish to participate in the Tender Offer should
complete the personalised Tender Form in accordance with the
instructions set out therein and in paragraph 3.1 of Part 3 of this
Circular ("Procedures for tendering Shares under the Tender Offer")
and return the completed Tender Form by post to the Receiving Agent
at Computershare Corporate Actions Projects, Bristol BS99 6AH or by
hand (during normal business hours only) to the Receiving Agent at
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS13 8AE to arrive as soon as possible and in any
event by no later than 1.00 p.m. on Wednesday, 4 January 2017.
Qualifying Shareholders who hold their Shares in certificated
form should also return the Share certificate(s) and or other
document(s) of title in respect of the Shares tendered with their
Tender Form.
Ordinary Shares held in uncertificated form (that is, in
CREST)
Shareholders who wish to make an application under the Tender
Offer in respect of Shares held in uncertificated form should
comply with the procedures set out in paragraph 3.2 of Part 3 of
this Circular ("Procedures for tendering Shares under the Tender
Offer") ensuring that the TTE Instruction settles no later than
9.30 a.m. on Wednesday, 4 January 2017.
Shareholders who do not wish to tender their Shares in the
Tender Offer should not return the Tender Form or submit a TTE
Instruction. Tender Forms and TTE Instructions, once lodged, may
not be withdrawn. Shareholders should note that, if they take no
action, they will not receive the Tender Price and will continue to
hold their Shares.
Extraordinary General Meeting
Shareholders will find enclosed with the Circular a Form of
Proxy for use in connection with the Extraordinary General Meeting.
Whether or not you wish to tender your Shares under the Tender
Offer and regardless of whether or not you intend to be present at
the Extraordinary General Meeting, you are requested to complete
and return the Form of Proxy. Shareholders do not need to tender
their Shares in the Tender Offer in order to be able to vote at the
Extraordinary General Meeting.
Shareholders are requested to complete and return their Form of
Proxy for the Extraordinary General Meeting as soon as possible. To
be valid, the Form of Proxy for use at the Extraordinary General
Meeting must be completed and returned in accordance with the
instructions printed thereon to the registered office of the
Company at 12 Castle Street, St. Helier, Jersey JE2 3RT, Channel
Islands so as to arrive not later than 1.00 p.m. on Friday, 30
December 2016.
The return of the completed Form of Proxy will not affect your
right as a Shareholder to attend the Extraordinary General Meeting
and to vote in person if you wish to do so.
Recommendation
The Board considers the Tender Offer and the subsequent buyback
of the tendered Shares from N+1 Singer Capital Markets by the
Company to be in the best interests of the Company and Shareholders
as a whole. Accordingly, the Board unanimously recommends that
Shareholders vote in favour of the Tender Offer Resolution as set
out in the Notice of Extraordinary General Meeting, as the
Directors themselves intend to do in respect of their own personal
beneficial shareholdings, amounting to, in aggregate 2,483,000
Shares, representing 1.17 per cent of the current issued Share
Capital of the Company (excluding Shares currently held in
treasury).
The Board makes no recommendation to Shareholders as to whether
or not they should tender their Shares under the Tender Offer. The
extent to which Shareholders participate in the Tender Offer is a
matter for each Shareholder to decide, and will be influenced by
their own individual financial and tax circumstances and their
investment objectives.
Shareholders should seek advice from their own independent
financial adviser authorised under the Financial Services and
Markets Act 2000 or seek advice from another appropriately
authorised independent financial adviser if they are outside the
United Kingdom.
Yours faithfully,
Mohammed Azlan Hashim
Chairman
PART 2
LETTER FROM N+1 SINGER CAPITAL MARKETS TO QUALIFYING
SHAREHOLDERS
Dear Sir or Madam,
Tender Offer for up to 13,334,000 Shares
As explained in the letter from your Chairman in Part 1 of the
Circular, Qualifying Shareholders on the Register on the Record
Date are being given the opportunity to tender some or all of their
Shares for purchase in the Tender Offer, subject to the scaling
back of tenders in excess of the Basic Entitlement or otherwise in
accordance with the terms and conditions of the Tender Offer as set
out below and in Part 3 of the Circular. The purpose of this letter
is to set out the principal terms and conditions of the Tender
Offer being made by N+1 Singer Capital Markets to Qualifying
Shareholders.
N+1 Singer Capital Markets hereby invites Qualifying
Shareholders on the Register at the Record Date to tender some or
all of their Shares for purchase for cash at the Tender Price. Each
Qualifying Shareholder will be entitled to have accepted in the
Tender Offer valid tenders to N+1 Singer Capital Markets in respect
of their Basic Entitlement. In addition, Qualifying Shareholders
may tender Shares in excess of their Basic Entitlement but such
excess tenders will only be satisfied to the extent that other
Qualifying Shareholders have not tendered all or any part of their
Basic Entitlement, as the case may be. Tenders in excess of the
Basic Entitlement will be satisfied pro rata in proportion to the
excess over the Basic Entitlement tendered, rounded down to the
nearest whole number of Shares.
The Tender Offer is made on the terms and subject to the
conditions set out in Part 3 of the Circular and, for Qualifying
Shareholders holding their Shares in certificated form, the Tender
Form, the terms of which will be deemed to be incorporated in the
Circular and form part of the Tender Offer.
Neither N+1 Singer Capital Markets or N+1 Singer Advisory is
acting for the Company in connection with the Tender Offer to
Qualifying Shareholders and no one else and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of N+1 Singer Capital Markets or N+1 Singer
Advisory or for providing advice in relation to the Tender
Offer.
Procedure for tendering Shares
Qualifying Shareholders who hold their Shares in certificated
form and who wish to tender Shares should complete the Tender Form
in accordance with the instructions set out therein and in Part 3
of the Circular and return the completed Tender Form by post to the
Receiving Agent at Computershare Corporate Actions Projects,
Bristol BS99 6AH or by hand (during normal business hours only) to
the Receiving Agent at Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS13 8AE, to arrive as soon as
possible and in any event by no later than 1.00 p.m. on Wednesday,
4 January 2017.
Qualifying Shareholders who hold their Shares in certificated
form should also return the Share certificate(s) and or other
document(s) of title in respect of the Shares tendered with their
Tender Form.
Qualifying Shareholders who hold their Shares in uncertificated
form (that is, in CREST) will not receive a Tender Form as
described above and should, therefore, arrange for their Shares to
be transferred to escrow by way of TTE Instructions as soon as
possible and in any event so that the TTE Instruction settles by no
later than 1.00 p.m. on Wednesday, 4 January 2017 as described in
paragraph 3 of Part 3 of the Circular.
Shareholders should note that, once tendered, Shares may not be
sold, transferred, charged or otherwise disposed of other than in
accordance with the Tender Offer.
Full details of the procedure for tendering Shares are set out
in Part 3 of the Circular and, for Qualifying Shareholders who hold
their Shares in certificated form, on the Tender Form.
Validity of tenders
The Tender Offer will close at 1.00 p.m. on Wednesday, 4 January
2017. Tender Forms and TTE Instructions which are received after
1.00 p.m. on Wednesday, 4 January 2017 may be rejected in N+1
Singer Capital Markets' absolute discretion. Tender Forms or TTE
Instructions which are received before that time but are
incorrectly completed or are not accompanied by all the relevant
documents or instructions may be rejected in N+1 Singer Capital
Markets' absolute discretion.
Tender Forms which are received by the Receiving Agent after
1.00 p.m. on the Closing Date or which at that time are incorrectly
completed or not accompanied by all relevant documents may be
rejected and returned to Qualifying Shareholders or their appointed
agent, together with any accompanying Share certificate(s) and/or
other document(s) of title.
N+1 Singer Capital Markets reserves the right to treat as valid
Tender Forms which are not entirely in order and which are not
accompanied by the relevant Share certificate(s) and/or other
document(s) of title or a satisfactory indemnity in lieu
thereof.
Restricted Shareholders and Overseas Shareholders
The Tender Offer is not available to Shareholders with
registered or mailing addresses in Restricted Territories, or who
are citizens or nationals of, or resident in, any of the Restricted
Territories and such Shareholders should read paragraph 10 of Part
3 of the Circular and the relevant provisions of the Tender
Form.
Overseas Shareholders (not being Restricted Shareholders) who
wish to accept the Tender Offer should also read paragraph 10 of
Part 3 of the Circular and satisfy themselves that they have fully
observed any applicable requirements under the laws and regulations
of the relevant jurisdiction.
Conditions
The Tender Offer is conditional on the terms specified in
paragraph 2 of Part 3 of the Circular.
Termination of the Tender Offer
The Tender Offer may be terminated in the circumstances
described in paragraphs 2 and 8 of Part 3 of the Circular.
Settlement
Subject to the Tender Offer becoming unconditional, payment of
the Tender Price due to Shareholders whose tenders under the Tender
Offer have been accepted will be effected in US Dollars by the
despatch of cheques or the crediting of CREST accounts, as
appropriate, or by any other method as the Company may determine in
its sole discretion to be appropriate by Tuesday, 10 January
2017.
Further information
Your attention is drawn to the information contained in the rest
of the Circular including, in particular, the terms and conditions
of the Tender Offer in Part 3 of the Circular.
Yours faithfully,
James Maxwell
For and on behalf of Nplus1 Singer Capital Markets Limited
PART 3
Terms and conditions of the Tender Offer
1 The Tender Offer
1.1 All Qualifying Shareholders on the Register on the Record
Date may tender some, all or none of their Shares for purchase by
N+1 Singer Capital Markets on the terms and subject to the
conditions set out in the Circular. Shareholders are not obliged to
tender any Shares. Qualifying Shareholders who do not wish to
participate in the Tender Offer need take no action. The rights of
Shareholders who choose not to tender their Shares will be
unaffected.
1.2 All Shares tendered by Qualifying Shareholders under the
Tender Offer will be tendered at the Tender Price. Shares may not
be tendered at any other price.
1.3 The maximum number of Shares that could be purchased under
the Tender Offer will be 13,334,000 (equivalent to approximately
6.3 per cent. of the issued Share Capital of the Company which, as
at 12 December 2016 (being the latest practicable date prior to the
publication of the Circular), was 212,025,000 Shares).
1.4 Tender Forms once duly completed (for Shares held in
certificated form) and submitted to the Receiving Agent and TTE
Instructions which have settled (for Shares held in uncertificated
form) are irrevocable and cannot be withdrawn. All questions as to
the validity of tenders will be determined by N+1 Singer Capital
Markets in its sole discretion, which determination shall be final
and binding (except as otherwise required under applicable law).
None of the Company, N+1 Singer Capital Markets or the Receiving
Agent shall be obliged to give notice of any defects or
irregularities and none of them will incur any liability for
failure to give such notice.
1.5 The consideration for each tendered Share acquired by N+1
Singer Capital Markets pursuant to the Tender Offer will be paid in
accordance with the settlement procedures set out below.
1.6 Upon the Tender Offer becoming unconditional and unless the
Tender Offer has lapsed or terminated in accordance with the
provisions of paragraph 2 or paragraph 8 below, N+1 Singer Capital
Markets will accept applications to tender by Qualifying
Shareholders validly made in accordance with this Part 3, subject
as explained below, on the following basis:
1.6.1 subject to paragraph 1.6.3, each Qualifying Shareholder on
the Register on the Record Date will be entitled to sell to N+1
Singer Capital Markets their Basic Entitlement, being such number
of Shares (rounded down to the nearest whole number), as represents
6.2888810 per cent. by number of such Shareholder's holding of
Shares entered on the Register as at the Record Date;
1.6.2 subject to paragraph 1.6.3, such Shareholder will also be
entitled to sell Shares in excess of their Basic Entitlement to the
extent that other Qualifying Shareholders tender Shares in respect
of less than the whole of their Basic Entitlement or do not submit
a tender. Any such excess tenders will be satisfied pro rata in
proportion to the amount in excess of the Basic Entitlement
(rounded down to the nearest whole number of Shares); and
1.6.3 the Basic Entitlement will apply to each registered
Qualifying Shareholder on the Record Date. Registered Shareholders
who hold for multiple beneficial owners may decide the allocation
between such beneficial owners in their own discretion.
1.7 The Tender Offer will close at 1.00 p.m. on Wednesday, 4
January 2017 and no tenders received after that time will be
accepted unless otherwise approved by N+1 Singer Capital
Markets.
1.8 The results of the Tender Offer are expected to be announced
on Friday, 6 January 2017.
2 Conditions
2.1 The Tender Offer is conditional on the following (together the "Conditions"):
2.1.1 the Tender Offer Resolution being passed by Shareholders
at the Extraordinary General Meeting;
2.1.2 the Company satisfying the solvency test requirements under the Law;
2.1.3 valid tenders being received in respect of at least 5 per
cent. of the Company's issued Shares (excluding treasury shares) as
at 1.00 p.m. on Wednesday, 4 January 2017; and
2.1.4 the Tender Offer not having been terminated in accordance
with paragraph 8 of this Part 3 prior to the fulfilment of the
conditions referred to in sub-paragraphs 2.1.1 to 2.1.3 above.
2.2 No Shares will be purchased pursuant to the Tender Offer
unless the Conditions have been satisfied. If the Conditions are
not satisfied by 1.00 p.m. on Tuesday, 31 January 2017, the Tender
Offer, if not then completed, will lapse.
3 Procedures for tendering Shares under the Tender Offer
If you hold Shares in certificated form, you may tender such
Shares only by completing and returning the Tender Form in
accordance with the instructions printed thereon and set out in
paragraph 3.1 below. If you hold Shares in certificated form, but
under different designations, you should complete a separate Tender
Form for each designation. Additional copies of the Tender Form can
be obtained by contacting the Receiving Agent between 8.30 a.m. and
5.30 p.m. Monday to Friday on telephone number 0370 707 4040 or, if
telephoning from outside the UK, on telephone number +44 (0)370 707
4040.
If you hold Shares in uncertificated form (that is, in CREST)
you may tender Shares only by TTE Instruction in accordance with
the procedure set out in paragraph 3.2 below and, if those Shares
are held under different member account IDs, you should send a
separate TTE Instruction for each member account ID.
3.1 Shares held in certificated form (that is, not in CREST)
To tender your Shares held in certificated form, you must
complete, sign and return the accompanying Tender Form in
accordance with the instructions printed on the Tender Form (which
shall be deemed to form part of the Tender Offer) together with the
relevant valid Share certificate(s) and/or other document(s) of
title, either by post to the Receiving Agent at Computershare
Corporate Actions Projects, Bristol BS99 6AH or by hand (during
normal business hours only) to the Receiving Agent, The Pavilions,
Bridgwater Road, Bristol BS13 8AE, as soon as possible and in any
event by no later than 1.00 p.m. on Wednesday, 4 January 2017.
Tender Forms received after this time may be rejected. No
acknowledgement of receipt of documents will be given. Any Tender
Form received in an envelope postmarked from a Restricted Territory
or otherwise appearing to N+1 Singer Capital Markets or its agents
to have been sent from any Restricted Territory may be rejected as
an invalid tender. Further provisions relating to Restricted
Shareholders are contained in paragraph 10 of this Part 3.
If your share certificate(s) and/or other document(s) of title
are not readily available (for example, if they are with your
stockbroker, bank or other agent) or are lost, the Tender Form
should nevertheless be completed, signed and returned as described
above so as to be received by the Receiving Agent by no later than
1.00 p.m. on Wednesday, 4 January 2017, together with any share
certificate(s) and/or document(s) of title that you may have
available.
In respect of those Shares for which your share certificate(s)
and/or other document(s) of title is/are unavailable and you have
been sent a Tender Form, a letter of indemnity can be obtained by
writing to the Receiving Agent, Computershare Investor Services
PLC, at Corporate Actions Projects, The Pavilions, Bridgwater Road,
Bristol BS13 8AE or contacting them on 0370 707 4040 from within
the UK or +44 (0)370 707 4040 if calling from outside the UK. If a
separate letter of indemnity is completed, this should be returned
with the Tender Form as described above so as to be received by the
Receiving Agent by no later than 1.00 p.m. on Wednesday, 4 January
2017. A fee may be payable by the Qualifying Shareholder in respect
of each letter of indemnity.
Where you have completed and returned a letter of indemnity in
respect of unavailable share certificate(s) and/or other
document(s) of title and you subsequently find or obtain the
relevant share certificate(s) and/or other document(s) of title,
you should immediately send the certificate(s) and/or other
document(s) of title by post to the Receiving Agent at
Computershare Corporate Actions Projects, Bristol BS99 6AH or
(during normal business hours only) to the Receiving Agent at
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS13 8AE.
If you hold Shares under different designations, you should send
a separate Tender Form for each holding.
If you are in any doubt as to the procedure for participating in
the Tender Offer, please contact the Receiving Agent on 0370 707
4040 or +44 (0)370 707 4040 if calling from outside the UK. The
helpline is open between 8.30 a.m. - 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Calls may be
recorded and randomly monitored for security and training purposes.
The helpline cannot provide advice on the merits of the Tender
Offer (and subsequent buyback) nor give any financial, legal or tax
advice.
3.2 Shares held in uncertificated form (that is, in CREST)
If the Shares you wish to tender are held in uncertificated form
you should not complete a Tender Form. You should take (or procure
to be taken) the action set out below to transfer (by means of a
TTE Instruction) the number of Shares which you wish to tender in
the Tender Offer to an escrow balance, specifying the Receiving
Agent in its capacity as a CREST receiving agent under its
participant ID (referred to below) as the escrow agent, as soon as
possible and, in any event, so that the TTE Instruction settles not
later than 1.00 p.m. on Wednesday, 4 January 2017.
If you are a CREST sponsored member, you should refer to your
CREST sponsor before taking any action. Your CREST sponsor will be
able to confirm details of your participant ID and the member
account ID under which your Shares are held. In addition, only your
CREST sponsor will be able to send the TTE Instruction to Euroclear
UK & Ireland in relation to the Shares which you wish to
tender.
You should send (or, if you are a CREST sponsored member,
procure that your CREST sponsor sends) a TTE Instruction to
Euroclear UK & Ireland, which must be properly authenticated in
accordance with Euroclear UK & Ireland's specification and
which must contain, in addition to other information that is
required for the TTE Instruction to settle in CREST, the following
details:
-- the ISIN number of the Shares which is JE00B1RZDJ41;
-- the number of uncertificated Shares to be transferred to an escrow balance;
-- your member account ID;
-- your participant ID;
-- the participant ID of the escrow agent, the Receiving Agent
in its capacity as a CREST receiving agent, which is 3RA31;
-- the member account ID of the escrow agent, the Receiving
Agent in its capacity as a CREST receiving agent, which is
ASEATE01;
-- the Corporate Action Number for the Tender Offer. This is
allocated by Euroclear UK & Ireland and can be found by viewing
the relevant corporate action details in CREST;
-- the intended settlement date for the TTE Instruction. This
should be as soon as possible and in any event no later than 1.00
p.m. on Wednesday, 4 January 2017;
-- input with the standard TTE Instruction, priority 90; and
-- a contact telephone number to be inserted in the shared note field.
After settlement of the TTE Instruction, you will not be able to
access the Shares concerned in CREST for any transaction or for
charging purposes, notwithstanding that they will be held by the
Receiving Agent as your escrow agent until completion or lapsing of
the Tender Offer. If the Tender Offer becomes unconditional, the
Receiving Agent will transfer the Shares which are accepted for
purchase by N+1 Singer Capital Markets for onward sale to the
Company.
You are recommended to refer to the CREST Manual published by
Euroclear UK & Ireland for further information on the CREST
procedures outlined above.
In addition, you should arrange separate TTE Instructions for
Shares held in uncertificated form but under different member
account IDs.
You should note that Euroclear UK & Ireland does not make
available special procedures in CREST for any particular corporate
action. Normal system timings and limitations will therefore apply
in connection with a TTE Instruction and its settlement. You should
therefore ensure that all necessary action is taken by you (or by
your CREST sponsor) to enable a TTE Instruction relating to your
Shares to settle prior to 1.00 p.m. on Wednesday, 4 January
2017.
In connection with this, you are referred in particular to those
sections of the CREST Manual concerning practical limitations of
the CREST system and timings.
3.3 Validity of tenders
Notwithstanding the powers in paragraph 9.5 below, N+1 Singer
Capital Markets reserves the right to treat as valid only Tender
Forms which are received entirely in order by 1.00 p.m. on
Wednesday, 4 January 2017.
Notwithstanding the completion of a valid Tender Form, the
Tender Offer may terminate or lapse in accordance with the terms
and conditions of the Tender Offer set out in this Part 3.
A Tender Form which is received in respect of Shares held in
uncertificated form will not constitute a valid tender and will be
disregarded.
The decision of N+1 Singer Capital Markets as to which Shares
have been validly tendered shall be conclusive and binding on
Shareholders who participate in the Tender Offer.
An appropriate announcement will be made through a Regulatory
Information Service if any of the details contained in this
paragraph 3.3 are altered.
4 Settlement
Settlement of the consideration to which any Qualifying
Shareholder is entitled pursuant to valid tenders accepted by N+1
Singer Capital Markets will be made by the dispatch of cheques or
the creation of CREST payment obligations as follows:
4.1 Shares held in certificated form
Where an accepted tender relates to Shares held in certificated
form, cheques for the consideration due will be despatched by
Friday, 20 January 2017 by first class post to the person or agent
whose name and address is specified in Box 1 of the Tender Form or,
if none is set out, to the registered address of the tendering
Shareholder or in the case of joint holders, the registered address
of the first named Shareholder at the risk of the persons entitled
thereto. All payments will be made in US dollars by cheque, drawn
on a branch of a UK clearing bank.
4.2 Shares held in uncertificated form (that is, in CREST)
Where an accepted tender relates to Shares held by Qualifying
Shareholders in uncertificated form, the consideration due will be
paid by means of CREST by the Receiving Agent procuring the
creation of a CREST payment in favour of the tendering
Shareholder's payment bank in accordance with the CREST payment
arrangements by Tuesday, 10 January 2017.
Settlement of the consideration to which any Qualifying
Shareholder is entitled pursuant to valid tenders accepted by N+1
Singer Capital Markets may also be effected by any other method as
N+1 Singer Capital Markets may determine in its sole discretion to
be appropriate.
5 Warranties by Qualifying Shareholders tendering their Shares
held in certificated form
5.1 Each Qualifying Shareholder by whom, or on whose behalf, a
Tender Form is executed irrevocably undertakes, represents,
warrants and agrees to and with N+1 Singer Capital Markets (so as
to bind itself and its personal representatives, heirs, successors
and assigns) that:
5.1.1 the execution of the Tender Form shall constitute an offer
to sell to N+1 Singer Capital Markets such Shareholder's Basic
Entitlement or, if relevant, the number of Shares inserted in Box 2
of the Tender Form, in each case, on and subject to the terms and
conditions set out or referred to in the Circular and the Tender
Form and that, once lodged, such offer shall be irrevocable;
5.1.2 such Shareholder has full power and authority to tender,
sell, assign or transfer the Shares in respect of which such offer
is accepted (together with all rights attaching thereto) and, when
the same are purchased by N+1 Singer Capital Markets, N+1 Singer
Capital Markets will acquire such Shares with full title guarantee
and free from all liens, charges, encumbrances, equitable
interests, rights of pre-emption or other third party rights of any
nature and together with all rights attaching thereto on or after
the Closing Date, including the right to receive all dividends and
other distributions declared, paid or made after that date;
5.1.3 the execution of the Tender Form will, subject to the
Tender Offer becoming unconditional, constitute the irrevocable
appointment of any director or officer of N+1 Singer Capital
Markets as such Shareholder's attorney and/or agent ("attorney"),
and an irrevocable instruction to the attorney to (a) complete and
execute all or any instruments of transfer and/or other documents
or forms and take any and all actions which are necessary or which
are deemed necessary at the attorney's discretion in relation to
the Shares referred to in paragraph 5.1.1 above in favour of N+1
Singer Capital Markets or such other person or persons as N+1
Singer Capital Markets may direct and (b) to deliver such
instrument(s) of transfer and/or other documents or forms at the
discretion of the attorney, together with document(s) relating to
such Shares, for registration within six months of the Tender Offer
becoming unconditional and to do all such other acts and things as
may in the opinion of such attorney be necessary or expedient for
the purpose of, or in connection with, the Tender Offer and to vest
in N+1 Singer Capital Markets or its nominee(s) or such other
person(s) as N+1 Singer Capital Markets may direct such Shares;
5.1.4 such Shareholder agrees to ratify and confirm each and
every act or thing which may be done or effected by N+1 Singer
Capital Markets or any of its directors or officers or any person
nominated by N+1 Singer Capital Markets in the proper exercise of
its or his or her powers and/or authorities hereunder;
5.1.5 such Shareholder shall do all such acts and things as
shall be necessary or expedient and execute any additional
documents deemed by N+1 Singer Capital Markets to be desirable, in
each case to complete the purchase of the Shares and/or to perfect
any of the authorities expressed to be given hereunder;
5.1.6 if such Shareholder is an Overseas Shareholder, (a) he is
not resident or otherwise located in, or a citizen of, a Restricted
Territory or any territory in which it is unlawful to make or
accept the Tender Offer, (b) he has fully observed any applicable
legal and regulatory requirements of the territory in which such
Overseas Shareholder is resident or located, (c) the invitation
under the Tender Offer may be made to and accepted by him under the
laws of the relevant jurisdiction and (d) he has not taken or
omitted to take any action which would otherwise result in N+1
Singer Capital Markets or the Company acting in breach of any
applicable legal or regulatory requirement in respect of the
purchase by N+1 Singer Capital Markets of the Shares tendered by
him under the Tender Offer;
5.1.7 such Shareholder has not received or sent copies or
originals of the Circular or the Tender Form or any related
documents to a Restricted Territory and has not otherwise
dispatched in connection with the Tender Offer, directly or
indirectly, the mails or any means or instrumentality (including,
without limitation, facsimile transmission, internet, telex and
telephone) of interstate or foreign commerce, or of any facility of
a national securities exchange, of any Restricted Territory, that
the Tender Form has not been mailed or otherwise sent in, into or
from any Restricted Territory and that such Shareholder is not
tendering any Shares pursuant to the Tender Offer from any
Restricted Territory;
5.1.8 the provisions of the Tender Form shall be deemed to be
incorporated into the terms and conditions of the Tender Offer;
5.1.9 the despatch of a cheque in respect of the Tender Price to
a Shareholder to such account as is specified in the Tender Form
will constitute a complete discharge by N+1 Singer Capital Markets
of its obligations to make such payment to such Shareholder;
5.1.10 on execution the Tender Form takes effect as a deed; and
5.1.11 the execution of the Tender Form constitutes such
Shareholder's submission to the jurisdiction of the courts of
England and Wales in relation to all matters arising out of or in
connection with the Tender Offer or the Tender Form.
5.2 A reference in this paragraph 5 to a Shareholder includes a
reference to the person or persons executing the Tender Form and in
the event of more than one person executing a Tender Form, the
provisions of this paragraph will apply to them jointly and to each
of them.
6 Warranties by Qualifying Shareholders tendering their Shares
held in uncertificated form
6.1 Each Qualifying Shareholder by whom, or on whose behalf, a
tender through CREST is made irrevocably undertakes, represents,
warrants and agrees to and with N+1 Singer Capital Markets (for
itself and as trustee for the Company) so as to bind itself and its
personal representatives, heirs, successors and assigns that:
6.1.1 the input of the TTE Instruction shall constitute an offer
to sell to N+1 Singer Capital Markets such number of Shares as are
specified in the TTE Instruction or deemed to be tendered, in each
case, on and subject to the terms and conditions set out or
referred to in the Circular and that once the TTE Instruction has
settled, such offer shall be irrevocable;
6.1.2 such Shareholder has full power and authority to tender,
sell, assign or transfer the Shares in respect of which such offer
is accepted (together with all rights attaching thereto) and, when
the same are purchased by N+1 Singer Capital Markets, N+1 Singer
Capital Markets will acquire such Shares with full title guarantee
and free from all liens, charges, encumbrances, equitable
interests, rights of pre-emption or other third party rights of any
nature and together with all rights attaching thereto, on or after
the Closing Date including the right to receive all dividends and
other distributions declared, paid or made after that date;
6.1.3 the input of the TTE Instruction will, subject to the
Tender Offer becoming unconditional, constitute the irrevocable
appointment of the Receiving Agent as the escrow agent for the
Tender Offer and an irrevocable instruction and authority to the
Receiving Agent: (i) subject to the Tender Offer becoming
unconditional, to transfer to itself by means of CREST all of the
Relevant Shares (as defined below) in respect of which the Tender
Offer is accepted or deemed to be accepted (but not exceeding the
number of Shares which have been tendered pursuant to the Tender
Offer) and then to transfer to the Company (or to such person or
persons as the Company may direct) Shares representing such Shares
pursuant to the Tender Offer; and (ii) if the Tender Offer is
terminated or does not become unconditional and lapses, or there
are Shares which have not been successfully tendered under the
Tender Offer, to give instructions to Euroclear UK & Ireland,
as promptly as practicable after such lapse, termination or
unsuccessful tender, to transfer affected Relevant Shares to the
original accounts from which those Shares came. For the purposes of
this paragraph, "Relevant Shares" means Shares in respect of which
a transfer or transfers to escrow has or have been effected
pursuant to the procedures described in this paragraph;
6.1.4 such Shareholder agrees to ratify and confirm each and
every act or thing which may be done or effected by the Receiving
Agent or any of its directors or any person nominated by the
Receiving Agent in the proper exercise of its powers and/or
authorities hereunder;
6.1.5 such Shareholder shall do all such acts and things as
shall be necessary or expedient and execute any additional
documents deemed by N+1 Singer Capital Markets to be desirable, in
each case to complete the purchase of the Shares and/or to perfect
any of the authorities expressed to given hereunder;
6.1.6 if such Shareholder is an Overseas Shareholder, (a) he is
not resident or otherwise located in, or a citizen of, the
Restricted Territories or any territory in which it is unlawful to
make or accept the Tender Offer, (b) he has fully observed any
applicable legal and regulatory requirements of the territory in
which such Overseas Shareholder is resident or located, (c) the
Overseas Shareholder has ensured that the invitation under the
Tender Offer may be made to and accepted by him under the laws and
regulations of the relevant jurisdiction and (d) he has not taken
or omitted to take any action which would otherwise result in N+1
Singer Capital Markets or the Company acting in breach of any
applicable legal or regulatory requirement in respect of the
purchase by N+1 Singer Capital Markets of the Shares tendered by
him under the Tender Offer;
6.1.7 such Shareholder has not received or sent copies or
originals of the Circular or any related documents to a Restricted
Territory and has not otherwise dispatched in connection with the
Tender Offer, directly or indirectly, the mails or any means of
instrumentality (including, without limitation, facsimile
transmission, internet, telex or telephone) or interstate or
foreign commerce, or of any facility of a national securities
exchange, of any Restricted Territory, and that such Shareholder is
not tendering any Shares pursuant to the Tender Offer from any
Restricted Territory;
6.1.8 the creation of a CREST payment obligation in respect of
the Tender Price in favour of such Shareholder's payment bank will
constitute a complete discharge by the Receiving Agent of its
obligations to make such payment to such Shareholder; and
6.1.9 the input of the TTE Instruction constitutes such
Shareholder's submission to the jurisdiction of the courts of
England and Wales in relation to all matters arising out of or in
connection with the Tender Offer or the TTE Instruction.
6.2 If the appointment of the Receiving Agent as escrow agent
for the Tender Offer under paragraph 6.1.3 above shall be
unenforceable or invalid or shall not operate so as to afford the
benefit or authority expressed to be given in paragraph 6.1.3, the
Shareholder shall with all practicable speed do all such acts and
things and execute all such documents that may be required to
enable the Receiving Agent to secure the full benefits of paragraph
6.1.3 above.
6.3 If, for any reason, any Shares in respect of which a TTE
Instruction has been made are, prior to the Closing Date, converted
into registered Shares, the tender through CREST in respect of such
Shares shall cease to be valid and the Shareholder will need to
comply with the procedures for tendering Shares as set out in this
Part 3 in respect of the Shares so converted, if it wishes to make
a valid tender of such Shares pursuant to the Tender Offer.
7 Additional provisions
7.1 Each Qualifying Shareholder may tender by the Closing Date
some of or all of their holding of Shares on the Record Date,
subject to the scaling back of tenders in excess of such
Shareholder's Basic Entitlement. If (i) Box 2 of the Tender Form is
not completed, or (ii) in the Company's determination (in its
absolute discretion) Box 2 of the Tender Form has not been validly
completed, provided that the Tender Form is otherwise in order and
accompanied by all other relevant documents, the tender may be
accepted as a valid tender in respect of the whole of the tendering
Shareholder's Basic Entitlement.
7.2 Shares sold by Shareholders pursuant to the Tender Offer
will be acquired with full title guarantee and free from all liens,
charges, encumbrances, equitable interests, rights of pre-emption
or other third party rights of any nature and together with all
rights attaching thereto on or after the Closing Date, including
the right to receive all dividends and other distributions
declared, paid or made after that date.
7.3 Each Shareholder who tenders or procures the tender of
Shares will thereby be deemed to have agreed that, in consideration
of N+1 Singer Capital Markets agreeing to process its tender, such
Shareholder, will not revoke its tender or withdraw its Shares.
Shareholders should note that once tendered, Shares may not be
sold, transferred, charged or otherwise disposed of pending
completion of the Tender Offer.
7.4 Any omission to dispatch the Circular or the Tender Form or
any notice required to be despatched under the terms of the Tender
Offer to, or any failure to receive the same by, any person
entitled to participate in the Tender Offer shall not invalidate
the Tender Offer in any way or create any implication that the
Tender Offer has not been made to any such person.
7.5 No acknowledgement of receipt of any Tender Form will be
given. All communications, notices and remittances to be delivered
by or sent to or from Shareholders (or their designated agents)
will be delivered by or sent to or from such Shareholders (or their
designated agents) at their own risk.
7.6 All powers of attorney and authorities on the terms
conferred by or referred to in this Part 3 or in the Tender Form
are given by way of security for the performance of the obligations
of the Shareholders concerned and are irrevocable in accordance
with section 4 of the Powers of Attorney Act 1971.
7.7 Subject to paragraphs 9 and 10 below all tenders by
Shareholders must be made on the relevant prescribed Tender Form,
fully completed in accordance with the instructions set out thereon
which constitute part of the terms of the Tender Offer. A Tender
Form will only be valid when the procedures contained in these
terms and conditions and in the Tender Form are complied with. The
Tender Offer will be governed by and construed in accordance with
English law.
7.8 If the Tender Offer is terminated or lapses, all documents
lodged pursuant to the Tender Offer will be returned promptly by
post, within 14 Business Days of the Tender Offer terminating or
lapsing, to the person or agent whose name and address is set out
in Box 1 or, in the case of joint holders, the first named at his
or her registered address as shown in Box 1. In these
circumstances, Tender Forms will cease to have any effect.
7.9 The instructions, terms, provisions and authorities
contained in or deemed to be incorporated in the Tender Form shall
constitute part of the terms of the Tender Offer. The definitions
set out in Part 6 of the Circular apply to the terms and conditions
set out in this Part 3.
7.10 Subject to paragraphs 9 and 10 below, the Tender Offer is
open to Shareholders on the Register on the Record Date and will
close at 1.00 p.m. on Wednesday, 4 January 2017. Tender Forms
received after that time may be accepted or rejected by the Company
in its absolute discretion.
7.11 Further copies of the Circular and copies of the Tender
Form may be obtained on request from Computershare Investor
Services PLC, Corporate Actions Projects, Bristol BS99 6AH, or by
telephone from the Shareholder Helpline referred to in paragraph
7.12 below. Computershare Investor Services PLC cannot provide
advice on the merits of the Tender Offer or give any financial,
legal or tax advice.
7.12 If you are a Shareholder and have any queries regarding the
procedure for tendering please contact the Receiving Agent on 0370
707 4040 or, if, calling from outside the UK, on +44 (0)370 707
4040. Calls may be recorded and monitored randomly for security and
training purposes. The Receiving Agent cannot provide advice on the
merits of the Tender Offer or give any financial, legal or tax
advice.
8 Termination of the Tender Offer
If the Company shall determine that in its reasonable opinion:
(i) as a result of any change in national or international
financial, economic, political or market conditions, the cash
reserves available to the Company to fund the Tender Offer have
become significantly reduced since the date of the Circular; or
(ii) the completion of the purchase of Shares in the Tender Offer
could have unexpected adverse fiscal or other consequences (whether
by reason of a change in legislation or practice or otherwise) for
the Company or its Shareholders if the Tender Offer were to
proceed, the Company may in its sole discretion by a public
announcement and subsequent written notice to Shareholders withdraw
the Tender Offer, and in such event the Tender Offer shall cease
and determine absolutely.
9 Miscellaneous
9.1 Any changes to the terms, or any extension or termination of
the Tender Offer will be followed as promptly as practicable by a
public announcement thereof no later than 8.00 a.m. on the Business
Day following the date of such changes. Such an announcement will
be released to a Regulatory Information Service of the London Stock
Exchange and shall contain a statement regarding the approximate
number of Shares tendered to date. References to the making of an
announcement by the Company includes the release of an announcement
to the press and delivery of, or telephone or facsimile or other
electronic transmission of, such announcement to a Regulatory
Information Service of the London Stock Exchange.
9.2 Shares purchased pursuant to the Tender Offer by N+1 Singer
Capital Markets will, following the completion of the Tender Offer,
be acquired from N+1 Singer Capital Markets by the Company pursuant
to the Repurchase Agreement and such Shares will subsequently be
held in treasury.
9.3 Tendering Shareholders will not be obliged to pay brokerage
fees, commissions or transfer taxes, stamp duty or stamp duty
reserve tax in the UK or Jersey on the buyback by the Company of
Shares pursuant to the Tender Offer.
9.4 Except as contained in the Circular, no person has been
authorised to give any information or make any representations with
respect to the Company or the Tender Offer and, if given or made,
such other information or representations should not be relied on
as having been authorised by N+1 Singer Capital Markets or the
Company. Under no circumstances should the delivery of the Circular
or the delivery of any consideration pursuant to the Tender Offer
create any implication that there has been no change in the assets,
properties, business or affairs of the Company since the date of
the Circular.
9.5 N+1 Singer Capital Markets reserves the absolute right to
inspect (either itself or through its agents) all Tender Forms and
TTE Instructions and may consider void and reject any tender that
does not in its sole judgement (acting reasonably) meet the
requirements of the Tender Offer. N+1 Singer Capital Markets also
reserves the absolute right to waive any defect or irregularity in
the tender of any Shares, including any Tender Form and/or TTE
Instruction (in whole or in part) which is not entirely in order or
which is not accompanied by the related Share certificate(s) and/or
other document(s) of title or an indemnity acceptable to N+1 Singer
Capital Markets. In that event, however, the consideration in the
Tender Offer will only be despatched when the Tender Form is
entirely in order and the Share certificate(s) or other document(s)
of title or indemnities satisfactory to N+1 Singer Capital Markets
has/have been received. None of the Company, the Receiving Agent or
any other person will be under any duty to give notification of any
defects or irregularities in tenders or incur any liability for
failure to give any such notification.
9.6 The provisions of the Contracts (Rights of Third Parties)
Act 1999 do not apply to the Tender Offer.
10 Restricted Shareholders and other Overseas Shareholders
10.1 The provisions of this paragraph and any other terms of the
Tender Offer relating to Restricted Shareholders may be waived,
varied or modified as regards specific Shareholders or on a general
basis by the Company in consultation with the Company but only if
the Company is satisfied that such waiver, variance or modification
will not constitute or give rise to a breach of applicable
securities or other law.
10.2 Overseas Shareholders should inform themselves about and
observe any applicable legal and regulatory requirements. It is the
responsibility of any such Overseas Shareholder wishing to tender
Shares to satisfy himself as to the full observance of the laws of
the relevant jurisdiction in connection herewith, the compliance
with other necessary formalities and the payment of any transfer or
other taxes or other requisite payments due in such jurisdiction.
Any such Overseas Shareholder will be responsible for the payment
of any such transfer or other taxes or other requisite payments due
by whomsoever payable and the Company and any person acting on its
behalf shall be fully indemnified and held harmless by such
Overseas Shareholder for any such transfer or other taxes or other
requisite payments such person may be required to pay. No steps
have been taken to qualify the Tender Offer or to authorise the
extending of the Tender Offer or the distribution of the Tender
Forms in any territory outside the United Kingdom.
10.3 The Tender Offer is not being made to Restricted
Shareholders. Restricted Shareholders are being excluded from the
Tender Offer to avoid offending applicable local laws relating to
the implementation of the Tender Offer. Accordingly, copies of the
Circular, the Tender Form and any related documents are not being
and must not be mailed or otherwise distributed into any Restricted
Territory, including to Shareholders with registered addresses in
Restricted Territories, or to persons who the Company knows to be
custodians, nominees or trustees holding Shares for persons in
Restricted Territories. Persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
should not distribute or send them in or into a Restricted
Territory or use such mails or any such means, instrumentality or
facility in connection with the Tender Offer, as so doing will
render invalid any related purported acceptance of the Tender
Offer. Persons wishing to accept the Tender Offer should not use
such mails or any such means, instrumentality or facility for any
purpose directly or indirectly relating to acceptance of the Tender
Offer. Envelopes containing Tender Forms postmarked from a
Restricted Territory or otherwise despatched from a Restricted
Territory or Tender Forms which provide Restricted Territory
addresses for the remittance of cash or return of Tender Forms will
be rendered void.
10.4 A Shareholder will be deemed not to have made a valid
tender if (i) such Shareholder is unable to make the representation
and warranty set out in paragraph 5.1.6 (if relevant) and 5.1.7 of
this Part 3, or (ii) such Shareholder confirms by completing Box 4
of the Tender Form that such Shareholder is a Restricted Overseas
person and unable to make the representations and warranties set
out in paragraph 5.1.6 and 5.1.7 of this Part 3 or such Shareholder
inserts in Box 5 of the Tender Form the name and address of a
person or agent in a Restricted Territory or (iii) the Tender Form
received from him is in an envelope postmarked in, or which
otherwise appears to the Company or its agents to have been sent
from, a Restricted Territory. The Company reserves the right, in
its absolute discretion, to investigate, in relation to any
acceptance, whether the representation and warranty referred to in
paragraph 5.1.6 (if relevant) and 5.1.7 of this Part 3 given by any
Shareholder is correct and, if such investigation is undertaken and
as a result the Company determines (for any reason) that such
representation and warranty is not correct, such acceptance shall
not be valid.
10.5 If, in connection with making the Tender Offer,
notwithstanding the restrictions described above, any person
(including, without limitation, custodians, nominees and trustees),
whether pursuant to a contractual or legal obligation or otherwise,
forwards the Circular, the Tender Form or any related offering
documents in or into a Restricted Territory or uses the mails of,
or any means or instrumentality (including, without limitation,
facsimile transmission, telex, internet and telephone) of
interstate or foreign commerce of, or any facility of a national
securities exchange in, a Restricted Territory in connection with
such forwarding, such person should (i) inform the recipient of
such fact; (ii) explain to the recipient that such action may
invalidate any purported acceptance by the recipient; and (iii)
draw the attention of the recipient to this paragraph.
10.6 Overseas Shareholders (who are not Restricted Shareholders)
should inform themselves about and observe any applicable legal or
regulatory requirements. If you are in any doubt about your
position, you should consult your professional adviser in the
relevant territory.
11 Modifications
The terms of the Tender Offer shall have effect subject to such
non-material modifications or additions as the Company and N+1
Singer Capital Markets may from time to time approve in writing.
The times and dates referred to in the Circular may be amended by
agreement between the Company and N+1 Singer Capital Markets.
PART 4
TAXATION
The following statements are intended as a general and
non-exhaustive summary of certain limited aspects of the UK tax
treatment of Qualifying Shareholders in respect of the Tender
Offer. These statements are based on current UK legislation and the
published practice of HMRC as at the date of the Circular, both of
which may change, possibly with retrospective effect. They apply
only to Qualifying Shareholders who for UK tax purposes are
resident in and, in the case of individuals, domiciled in the UK
and to whom "split year" treatment does not apply (except where
express reference is made to the position of non-UK resident
persons). They apply only to Qualifying Shareholders who are the
absolute beneficial owners of their Shares and any dividends
payable on them and who hold their Shares as an investment (and not
as securities to be realised in the course of a trade).
The statements below may not apply to certain categories of
shareholder such as dealers in securities, insurance companies and
collective investment schemes, shareholders who are exempt from
taxation (or who hold their Shares in an individual savings account
or through a pension arrangement) and shareholders who have (or are
deemed to have) acquired their Shares by virtue of any office or
employment. Such persons may be subject to special rules.
The following statements do not constitute tax advice.
Qualifying Shareholders who are in any doubt as to their tax
position, or who are resident or otherwise subject to tax in a
jurisdiction outside the UK, should consult an appropriate
independent professional tax adviser.
1 Taxation of Chargeable Gains
The transfer of Shares pursuant to the Tender Offer in return
for the Tender Price should generally be treated as a disposal of
the Shares for the purposes of UK capital gains tax or corporation
tax on chargeable gains (as applicable) and therefore may,
depending on the Qualifying Shareholder's individual circumstances
and subject to any available allowance, relief or exemption, give
rise to a chargeable gain or an allowable loss for the purposes of
UK taxation of chargeable gains.
UK resident individuals are, for each tax year, entitled to an
exemption from capital gains tax for a specified amount of gains
realised in that tax year. The current annual exempt amount (for
the tax year 2016/17) is GBP11,100.
For Qualifying Shareholders within the charge to corporation
tax, indexation allowance may reduce the amount of any chargeable
gain arising on a disposal of Shares (but cannot give rise to or
increase the amount of an allowable loss).
Qualifying Shareholders that are not resident in the UK for tax
purposes (and not only temporarily non-resident) will not generally
be subject to UK taxation of chargeable gains on a disposal of
their Shares, provided that their Shares are not and have not been
acquired, held or used in or for the purposes of any trade,
profession or vocation carried on in the UK through a branch,
agency or permanent establishment. It should however be noted that,
in certain circumstances, an individual Qualifying Shareholder who
is only temporarily non-UK resident may, on re-establishing UK tax
residence, be subject to capital gains tax in respect of disposals
which occurred in the period of temporary non-residence.
The statements above assume that the Company is not treated as
an "offshore fund" for UK tax purposes. Were the Company to be
treated as an offshore fund, a disposal of Shares pursuant to the
Tender Offer could be subject to tax as income, rather than tax on
chargeable gains.
2 UK stamp duty and stamp duty reserve tax ("SDRT")
No UK stamp duty or SDRT will be payable by Qualifying
Shareholders as a result of a transfer of the Shares pursuant to
the Tender Offer.
PART 5
Additional Information
1 Repurchase Agreement
Under the Repurchase Agreement, the parties agree that, subject
to the Tender Offer becoming unconditional in all respects and not
lapsing or terminating in accordance with its terms, N+1 Singer
Capital Markets shall, as principal, purchase, on market, at the
Tender Price, Shares successfully tendered to it up to a maximum of
13,334,000 Shares.
The Company has agreed that, immediately following the purchase
by N+1 Singer Capital Markets of all Shares which it has agreed to
purchase under the terms of the Repurchase Agreement, the Company
will repurchase from N+1 Singer Capital Markets all such Shares at
a price per Share equal to the Tender Price.
The Repurchase Agreement contains certain representations,
warranties and undertakings from N+1 Singer Capital Markets in
favour of the Company concerning its authority to enter into the
Repurchase Agreement and to make the purchase of Shares pursuant
thereto.
The Repurchase Agreement also contains representations,
warranties and undertaking from the Company in favour of N+1 Singer
Capital Markets and N+1 Singer Advisory and incorporates an
indemnity in favour of N+1 Singer Capital Markets and N+1 Singer
Advisory in respect of any liability which they may suffer in
relation to its performance under the Tender Offer which is not due
to its own negligence, fraud or wilful default.
2 Consent
N+1 Singer Advisory, which is authorised and regulated by the
Financial Conduct Authority, has given and has not withdrawn its
consent to the inclusion herein of its name and the references to
it in the form and context in which they appear.
N+1 Singer Capital Markets, which is authorised and regulated by
the Financial Conduct Authority, has given and has not withdrawn
its consent to the inclusion herein of its name and the reference
to it in the form and context in which they appear.
Dated: 13 December 2016
PART 6
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise.
"2015 AGM" the annual general meeting of
the Company held on 22 June 2015
"Articles" or the Company's articles of incorporation,
"Articles of Incorporation" as amended from time to time
"Basic Entitlement" the entitlement of each Shareholder
to tender up to 6.2888810 per
cent. of the Shares registered
in such Shareholder's name on
the Record Date rounded down
to the nearest whole number
"Board" or "Directors" the board of directors of the
Company or a duly constituted
committee thereof and Director
means any one of them
"Business Day" any day on which banks are open
for business in London and Jersey
(excluding Saturdays and Sundays)
"Circular" the circular sent to Shareholders
on 13 December 2016
"City Code" the City Code on Takeovers and
Mergers as issued by the Panel
on Takeovers and Mergers, as
amended from time to time
"Closing Date" 1.00 p.m. on Wednesday, 4 January
2017
"Company" Aseana Properties Limited
"CREST" the system for the paperless
settlement of trades in securities
and the holding of uncertificated
securities operated by Euroclear
UK & Ireland Limited in accordance
with the Uncertificated Securities
Regulations 2001
"Discontinuation the ordinary resolution proposed
Resolution" at the 2015 AGM that the Company
cease trading
"Extraordinary the extraordinary general meeting
General Meeting" of the Company convened for 9.30
or "EGM" a.m. on Wednesday, 4 January
2017, notice of which is set
out at the end of the Circular,
or any adjournment thereof
"Form of Proxy" the form of proxy for use by
Shareholders in connection with
the EGM
"Ireka" Ireka Corporation Berhad, the
holding company of the Manager
"Law" the Companies (Jersey) Law 1991
"Legacy Essence" Legacy Essence Limited, a significant
Shareholder
"Listing Rules" the listing rules made by the
UK Listing Authority under section
73A of the UK Financial Services
and Markets Act 2000
"London Stock London Stock Exchange plc
Exchange"
"Manager" Ireka Development Management
Sdn Bhd
"May 2015 Circular" the circular sent to Shareholders
on 22 May 2015
"N+1 Singer Advisory" Nplus1 Singer Advisory LLP
"N+1 Singer Capital Nplus1 Singer Capital Markets
Markets" Limited
"Net Asset Value" net asset value as calculated
or "NAV" in accordance with the Company's
accounting policies and the Articles
"Notice of Extraordinary the notice convening the EGM
General Meeting" set out at the end of the Circular
"Official List" the Official List maintained
by the UK Listing Authority
"Overseas Shareholders" Shareholders who are resident
in, or citizens of, territories
outside of the United Kingdom,
or a custodian, nominee or trustee
for a citizen, national or resident
of a jurisdiction outside the
United Kingdom, and not resident
or otherwise located in, or citizens
of, any of the Restricted Territories
"Qualifying Shareholders" Shareholders whose names are
entered on the Register on the
Record Date other than Restricted
Shareholders
"Receiving Agent" Computershare Investor Services
PLC
"Record Date" close of business on 4 January
2017
"Register" the register of Shareholders
of the Company
"Repurchase Agreement" the agreement between the Company
and N+1 Singer Capital Markets
dated 8 December 2016
"Restricted Shareholders" Shareholders who are resident
or otherwise located in, or citizens
of, one of the Restricted Territories
"Restricted Territories" any of the following territories:
the United States, Australia,
Canada, the Republic of South
Africa and Japan or any other
jurisdiction where the extension
or acceptance of the Tender Offer
would violate the relevant laws
and/or regulations of that jurisdiction
"SEC" the United States Securities
and Exchange Commission
"Shareholders" holders of Shares
"Shares" shares in the capital of the
Company of nominal value U.S.$0.05
each
"Share Capital" 212,025,000 Shares, being the
issued share capital of the Company
as at 12 December 2016 (being
the latest practicable date prior
to the publication of the Circular)
"Tender Form" the personalised tender form
accompanying the Circular for
use, by Qualifying Shareholders
holding their Shares in certificated
form only, in connection with
the Tender Offer
"Tender Offer" the invitation by the Company
to Qualifying Shareholders on
the Register on the Record Date
to tender Shares for purchase
on the terms and subject to the
conditions set out in the Circular
and, where relevant, in the Tender
Form
"Tender Offer the resolution to be proposed
Resolution" at the Extraordinary General
Meeting approving the terms of
the Tender Offer and sanctioning
the Board to buy back its Shares
and hold such Shares in treasury
"Tender Price" US$0.75 per Share
"TTE Instruction" a transfer to escrow instruction
(as defined by the CREST Manual)
"UK" the United Kingdom of Great Britain
and Northern Ireland
"UK Listing Authority" the Financial Conduct Authority
acting in its capacity as the
competent authority for the purposes
of admissions to the Official
List
"United States" The United States of America,
its territories and possessions,
any state of the United States
of America and the District of
Colombia
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLIFIAFSLVLIR
(END) Dow Jones Newswires
December 13, 2016 04:15 ET (09:15 GMT)
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