TIDMAGP
RNS Number : 2472W
Asian Growth Properties Limited
13 November 2017
13 November 2017
Asian Growth Properties Limited
("AGP" or the "Company")
PROPOSAL FOR THE VOLUNTARY WINDING-UP OF THE COMPANY THROUGH THE
DISPOSAL OF ASSETS TO ASIAN GROWTH PROPERTIES CO. LIMITED
THE PAYMENT OF SUBSTANTIALLY ALL THE COMPANY'S ASSETS TO AGP
SHAREHOLDERS BY WAY OF A SPECIAL DISTRIBUTION
THE CANCELLATION OF THE ADMISSION OF AGP SHARES TO TRADING ON
AIM
THE APPOINTMENT OF THE LIQUIDATORS AND THE VOLUNTARY WINDING-UP
OF THE COMPANY
AND
AMMENT TO THE BYE-LAWS OF THE COMPANY
The Company is pleased to announce today the Proposed Disposal,
Distribution and Winding-Up, which means the proposal for the
voluntary winding-up of AGP through:
(i) The disposal of assets to AGPCL,
(ii) The payment of substantially all AGP's assets to the AGP
Shareholders by way of a special distribution,
(iii) The cancellation of the admission of AGP Shares to trading
on AIM,
(iv) The appointment of the Liquidators, and
(v) The winding-up of AGP.
A circular to AGP Shareholders will shortly be available on the
Company's website at www.asiangrowth.com and has been posted to AGP
Shareholders.
Extracts from the circular to AGP Shareholders are set out
below.
The capitalised terms used in this announcement have the meaning
set out in Appendix III to this announcement.
Sterling Pound and Hong Kong Dollar conversions throughout this
announcement are based on the exchange rate of GBP1: HK$10.253.
This announcement contains inside information.
For more information, please contact:
Lincoln Lu Tel: +852 2828 3232
Chief Executive Officer
and Executive Director
Asian Growth Properties
Limited
Angela Hallett / James
Spinney
Strand Hanson Limited
(Nominated adviser and Tel: +44 20 7409 3494
broker)
APPIX I
PROPOSAL FOR THE VOLUNTARY WINDING-UP OF THE COMPANY THROUGH THE
DISPOSAL OF ASSETS TO ASIAN GROWTH PROPERTIES CO. LIMITED
THE PAYMENT OF SUBSTANTIALLY ALL THE COMPANY'S ASSETS TO AGP
SHAREHOLDERS BY WAY OF A SPECIAL DISTRIBUTION
THE CANCELLATION OF THE ADMISSION OF AGP SHARES TO TRADING ON
AIM
THE APPOINTMENT OF THE LIQUIDATORS AND THE VOLUNTARY WINDING-UP
OF THE COMPANY
AND
AMMENT TO THE BYE-LAWS OF THE COMPANY
1. INTRODUCTION
Between March and September 2017, AGP, SEA and NLI completed the
Original Reorganisation pursuant to which:
-- AGP disposed of all its entire Non-PRC Assets to SEA.
-- AGP made a special dividend payment to the AGP Shareholders
in the amount of HK$10.35 (GBP1.06) per AGP Share.
-- SEA made a distribution in specie of all the AGP Shares then
held by SEA to the qualifying SEA Shareholders.
-- NLI made the NLI Share Exchange Offer to the qualifying AGP
Shareholders whereby the AGP Shareholders were given the
opportunity to exchange their AGP Shares for SEA Shares and
cash.
The intentions of the Original Reorganisation were:
-- To create a clear division between the operation, management
and sphere of activities of the AGP Group and the SEA Group; with
the AGP Group's property assets being solely located within the PRC
and the SEA Group's property assets being solely located outside
the PRC.
-- To increase the number of AGP Shares in public hands.
-- To distribute cash surplus to its then current and anticipated future requirements to the AGP Shareholders.
Unfortunately, following the completion of the NLI Share
Exchange Offer, the percentage of AGP Shares in public hands fell
to approximately 2.23 per cent.
Due to limited liquidity in the AGP Shares and, in practical
terms, a small free float, continued admission to trading on AIM no
longer sufficiently provides AGP with the advantages of providing
access to capital or enabling the AGP Shares to be used to effect
acquisitions. In addition, with little trading volume, the AGP
Share price is susceptible to volatility even where relatively low
volumes of AGP Shares are traded.
The AGP Board believes that the prospect of raising significant
new equity at AGP's existing valuation is remote given the limited
liquidity in the AGP Shares and apparently limited investor
appetite. In addition, the AGP Board does not believe it is in the
interests of existing AGP Shareholders as a whole to issue a large
number of AGP Shares at a discount simply to increase the free
float.
Having considered the available options, the AGP Board considers
that it would be in the best interests of AGP and AGP Shareholders
as a whole for AGP to be wound-up and its assets distributed back
to the AGP Shareholders.
In order to minimise the time it will take for the AGP
Shareholders to receive their return of capital upon a winding-up,
the AGP Board proposes that:
-- All the AGP Existing Assets shall be sold (by way of disposal
of the entire issued share capital of GT) from AGP to AGPCL at a
fair value supported by a third party valuation report, and in
return AGPCL shall transfer the entire issued share capital of the
Swap Company to AGP. AGPCL is an indirect wholly-owned subsidiary
of JCS and an associate of NLI, the controlling Shareholder of AGP,
whereas the Swap Company is a direct wholly-owned subsidiary of
AGPCL, as at the date of this announcement.
-- Following the Disposal, AGP shall retain an amount of HK$0.50
million (GBP0.05 million) as winding-up expenses and distribute the
remaining assets (comprising (i) cash of approximately HK$97.59
million (GBP9.53 million) and (ii) the entire issued share capital
of the Swap Company (with a value of approximately HK$4,297.27
million (GBP419.12 million)) to the AGP Shareholders by way of a
special distribution (the AGP Special Distribution Payment). It is
proposed that NLI will receive the AGP Special Distribution Payment
in a combination of issued shares of the Swap Company and cash,
whereas all AGP Shareholders other than NLI will receive the AGP
Special Distribution Payment in cash, in each case pro-rata to
their respective AGP shareholding. Based on the current proposal,
the AGP Shareholders other than NLI will receive cash of HK$4.9584
(GBP0.4836) per AGP Share held, whereas NLI shall receive a
distribution of HK$4.9584 (GBP0.4836) per AGP Share held, which in
aggregate comprises the entire issued share capital of the Swap
Company and cash.
-- A reduction in AGP capital shall be undertaken to provide
sufficient distributable reserves to fund the AGP Special
Distribution Payment.
-- After completion of the AGP Special Distribution Payment, (i)
the admission of AGP Shares to trading on AIM shall be cancelled;
and (ii) the Winding-Up Resolution shall be approved to wind up AGP
and appoint the Liquidators to undertake the orderly winding-up of
AGP.
-- To facilitate the winding-up of AGP, the Bye-laws Amendments
approved by the Board are being put forward for approval by the AGP
Shareholders at the SGM.
In addition, given the size of the Disposal, the Disposal is
treated in accordance with the requirements of Rule 15 of the AIM
Rules for Companies as a fundamental change of business of AGP. The
Disposal is therefore conditional upon, inter alia, the passing by
the AGP Shareholders of the Disposal Resolution at the SGM.
Given that the intention of the Proposed Disposal, Distribution
and Winding-Up is ultimately to conduct an orderly winding-up of
AGP, the AGP Board has no intention of making an acquisition
pursuant to Rule 14 of the AIM Rules for Companies nor seek
readmission as an "investing company". Hence, the AGP Board will
seek the AGP Shareholders' approval to cancel the admission of the
AGP Shares to trading on AIM at the SGM.
Each of the Disposal, the AGP Special Distribution Payment, the
Capital Reduction, the cancellation of the admission of AGP Shares
to trading on AIM, the authorisation of NLI to approve the
Winding-Up Resolution and the Bye-laws Amendments is subject to AGP
Shareholders' approval and confirmation where applicable at the
SGM.
The Circular will be dispatched to the AGP Shareholders to
provide the AGP Shareholders with information in relation to the
Proposed Disposal, Distribution and Winding-Up.
The AGP Independent Directors recommend that the AGP
Shareholders vote in favour of the Resolutions. As at the Latest
Practicable Date, none of the AGP Independent Directors holds any
AGP Shares. It is noted that NLI, the controlling shareholder of
AGP, directly or indirectly held 866,605,133 AGP Shares as at the
Latest Practicable Date, amounting to approximately 97.77 per cent.
of AGP's Existing Issued Share Capital. In respect of such AGP
Shares, NLI has irrevocably undertaken to, among others, vote (or
procure the vote of AGP Shares indirectly controlled by it) in
favour of all the Resolutions to be proposed at the SGM. For
details of the irrevocable undertaking, please see the paragraph
headed "Irrevocable Undertaking" of this announcement. In addition,
it is noted that SEA through its wholly-owned subsidiary held
34,598 AGP Shares as at the Latest Practicable Date, representing
approximately 0.004% of AGP's Existing Issued Share Capital.
2. BACKGROUND TO, REASONS FOR AND THE EFFECT OF THE PROPOSED
DISPOSAL, DISTRIBUTION AND WINDING-UP
Prior to the Original Reorganisation, AGP was majority
controlled by SEA which held approximately 97.17 per cent. of the
then issued share capital of AGP.
AGP was originally established as a real estate group focused on
the Asian market and in particular on Hong Kong and PRC. AGP's
strategy was to invest in property in the Asia Pacific region and
to raise additional equity funding through the issuance of AGP
Shares on AIM in order to grow the Company. However, the AGP Share
price fell sharply during the 2008 financial crisis such that the
AGP Shares traded at levels significantly below AGP's NAV per AGP
Share. Effectively, this prevented the AGP Group from carrying out
an equity fund raising without being prejudicial to the interests
of its then existing Shareholders.
From its admission to trading on AIM up until completion of the
Original Reorganisation, the AGP Group's business had performed
well and the NAV per AGP Share had increased significantly over
such period. However, this has not been reflected in its share
price.
AGP recognised that at the relevant time it needed to increase
its free float and liquidity in order to seek to narrow the
discount between the NAV per AGP Share and the AGP Share price.
However, given the discount of the AGP Share price to its NAV per
AGP Share (based on the NAV per AGP Share as at 30 September 2017
and the AGP Share price as at 9 November 2017) this discount stood
at 34 per cent, it would be highly dilutive to AGP Shareholders'
interests if AGP were to issue new AGP Shares at the prevailing
market price in circumstances in which the Shareholders were not
able to invest their proportionate share in any such equity
fundraising.
Accordingly, with the approval of the AGP Shareholders and the
SEA Shareholders earlier this year, the AGP Board and the SEA Board
carried out the Original Reorganisation which was intended to
achieve the following:
-- re-focusing AGP as a property investment and development
company whose principal operations are in the PRC;
-- AGP distributing back to its Shareholders cash excess to its requirements; and
-- SEA distributing AGP Shares to the SEA Shareholders by way of
the SEA Distribution in Specie so as to increase AGP's free float
and broaden its shareholder base.
In order to (i) mitigate against those SEA Shareholders who
received AGP Shares which they did not wish to keep disposing of
such AGP Shares in the market (and thereby potentially further
depressing the AGP Share price), and (ii) fulfill Hong Kong
regulatory requirements to provide a liquidity option to SEA
Shareholders receiving non-HKSE listed shares, NLI agreed to
provide the NLI Share Exchange Offer to the AGP Shareholders
whereby AGP Shareholders could opt to exchange their AGP Shares for
SEA Shares. Under the Hong Kong Takeovers Code, the NLI Share
Exchange Offer had to be provided to all qualifying AGP
Shareholders.
Immediately upon completion of the SEA Distribution in Specie of
AGP Shares but prior to the NLI Share Exchange Offer, AGP's Shares
in public hands initially increased from approximately 2.77 per
cent. to approximately 28.72 per cent.
However, a significant number of AGP Shareholders opted to
exchange their AGP Shares for SEA Shares pursuant to the NLI Share
Exchange Offer. Immediately upon completion of the NLI Share
Exchange Offer, the percentage of AGP Shares in public hands fell
to only approximately 2.23 per cent. which the AGP Board considers
to be too low for AGP to remain as a public company admitted to
trading on AIM.
In light of the overwhelming response to the NLI Share Exchange
Offer, the AGP Board believes that current appetite for a PRC
focused property investment and development company admitted to
trading on AIM is very low. Given this, the AGP Board further
believes that the prospect of raising a significant amount of new
equity at its existing valuation is remote. Therefore, the AGP
Board does not believe it is in the best interests of AGP
Shareholders as a whole to issue a large number of AGP Shares at a
significant discount to the prevailing market price simply to
obtain an increased free float.
With limited liquidity in the AGP Shares and, in practical
terms, a small free float, and limited prospects for remedying the
free-float issue in the near future, the continued admission of the
AGP Shares to trading on AIM no longer sufficiently provides AGP
with the advantages of providing access to capital or enabling the
AGP Shares to be used to effect acquisitions. In addition, with
little trading volume, AGP Share price is susceptible to volatility
even where relatively low volumes of AGP Shares are traded.
Having considered the available options, the AGP Board therefore
has come to the conclusion that it would be in the best interests
of AGP and the AGP Shareholders for AGP to be wound-up and its
liquid assets distributed back to the AGP Shareholders through the
Proposed Disposal, Distribution and Winding-Up.
3. THE DISPOSAL
Pursuant to the SPA, AGP has conditionally agreed to dispose of
the AGP Existing Assets, which are held by GT, by way of the sale
of the entire issued share capital of GT to AGPCL. The
consideration for the Disposal is HK$4,297.27 million (GBP419.12
million) (subject to adjustments where applicable as described in
the paragraph below) which was calculated by reference to the
projected NAV ("Projected NAV") of GT Group as at 13 November 2017
(being the date of the SPA) as derived from the unaudited
consolidated balance sheet of GT Group projected to 13 November
2017, and taking into account the valuation of those parts of the
AGP Existing Assets which are real properties in the PRC as at 30
September 2017 as valued by an independent third party valuer
engaged by AGP, being Savills Valuation and Professional Services
Limited.
Pursuant to the SPA, GT shall prepare a management's
consolidated balance sheet of GT Group as at 13 November 2017
(being the date of the SPA) which shall be submitted to AGP and
AGPCL for their joint approval of the agreed NAV ("Agreed NAV"). If
they cannot agree on such consolidated balance sheet, a review of
such consolidated balance sheet shall be conducted by an auditor to
be agreed by AGP and AGPCL and such auditor's opinion of the
consolidated NAV ("Auditor-reviewed NAV") shall be final and
binding on the parties. Where there is a difference between the
Agreed NAV (or the Auditor-reviewed NAV, as the case may be) and
the Projected NAV, the parties shall settle the difference in NAV
on a dollar-for-dollar basis post- completion.
Completion of the SPA is conditional on the AGP Shareholders
passing the Resolutions at the SGM.
If any of the conditions precedent is not fulfilled by 6
December 2017, or such later date as AGPCL agrees, the SPA shall
terminate.
If the SPA terminates, the Proposed Disposal, Distribution and
Winding-Up will not occur.
The consideration payable in relation to the Disposal will be
satisfied upon completion of the Disposal by AGPCL transferring its
550,931,411 shares of par value of US$1.00 each of the Swap
Company, representing 100 per cent. of the entire issued share
capital of the Swap Company, to AGP.
As AGPCL is a Related Party of AGP, the Disposal is deemed to be
a related party transaction under Rule 13 of the AIM Rules for
Companies. The AGP Independent Directors consider, having consulted
with Strand Hanson, the Company's nominated adviser and broker that
the terms of the Disposal are fair and reasonable insofar as the
AGP Shareholders are concerned.
4. THE REDUCTION IN CAPITAL AND THE AGP SPECIAL DISTRIBUTION PAYMENT
Upon the completion of the Disposal, AGP will have liquid assets
of approximately HK$4,395.36 million (GBP428.70 million) consisting
of (i) the entire issued share capital of the Swap Company, which
carries a value of approximately HK$4,297.27 million (GBP419.12
million); and (ii) cash of HK$98.09 million (GBP9.58 million). None
of these assets will be encumbered.
Based on the estimates received by AGP, the expenses of the AGP
Group for the Proposed Disposal, Distribution and Winding-Up will
be approximately HK$0.50 million (GBP0.05 million). Hence, an
amount of approximately HK$4,394.86 million (GBP428.65 million) is
expected to be surplus to requirements and able to be returned to
the AGP Shareholders by way of the AGP Special Distribution
Payment.
In order to enable AGP to make the AGP Special Distribution
Payment, the AGP Board proposes to reduce the capital of AGP by
approximately HK$345.33 million (GBP33.68 million), subject to the
approval of the AGP Shareholders of the Capital Reduction
Resolution at the SGM. To facilitate the AGP Special Distribution
Payment, it is proposed to be approved in the SGM that (i) the par
value of each of the existing issued AGP Shares of US$0.05 be
reduced from US$0.05 each to US$0.00005 each by cancelling the
capital paid up thereon to the extent of US$0.04995 on each of the
then existing issued AGP Shares; and (ii) each of the then
authorised but unissued AGP Shares of US$0.05 each be subdivided
into 1,000 AGP Shares of US$0.00005 each.
The amount of the AGP Special Distribution Payment is expected
to be HK$4.9584 (GBP0.4836) per AGP Share, amounting to
approximately HK$4,394.86 million (GBP428.65 million) in
aggregate.
Based on this allocation (in each case pro-rata to their
respective AGP shareholding):
-- NLI will be entitled to receive a distribution payment of
HK$4.9584 (GBP0.4836) per AGP Share held, being approximately
HK$4,297.29 million (GBP419.13 million), of which HK$4,297.27
million (GBP419.12 million) will be satisfied by distributing to
NLI the entire issued share capital of the Swap Company (which
carries a value of approximately HK$4,297.27 million (GBP419.12
million) and the remaining HK$0.02 million (GBP0.01 million) will
be satisfied in cash; and
-- the other AGP Shareholders will in aggregate receive
HK$4.9584 (GBP0.4836) per AGP Share held, being (approximately
HK$97.57 million (GBP9.52 million) in cash.
The AGP Special Distribution Payment is conditional on (i) the
passing by AGP Shareholders of the Resolutions at the SGM; (ii)
completion of the Disposal; and (iii) completion of the Capital
Reduction in accordance with the Companies Act. If such conditions
are not satisfied, the AGP Special Distribution Payment will not be
made.
Under the Companies Act, a company shall not declare or pay a
dividend, or make a distribution out of contributed surplus, if
there are reasonable grounds for believing that such company is, or
would after the payment be, unable to pay its liabilities as they
become due, or the realisable value of such company's assets would
thereby be less than its liabilities. If such company can meet such
tests, and the distribution will not result in a reduction of share
capital or share premium of such company, then the distribution of
these reserves will be permissible under Bermuda law. Having
considered the financial condition of AGP, the AGP Board is
satisfied that there are no reasonable grounds for believing that
the AGP Special Distribution Payment would render AGP unable to pay
its liabilities as they become due or the realisable value of its
assets would thereby become less than the aggregate of its
liabilities.
The AGP Shares will go ex-dividend on Thursday, 7 December 2017
and the record date of the AGP Special Distribution Payment will be
on Friday, 8 December 2017. The cash portion of the AGP Special
Distribution Payment will be converted to Pound Sterling at the
spot rates sourced from The Hong Kong Association of Banks on the
ex-dividend date and paid to the Shareholders on Monday, 18
December 2017. Shareholders who elect to receive the special
dividend in Hong Kong Dollars should notify the Company in writing
to info@asiangrowth.com at least 5 Business Days prior to the AGP
Special Distribution Payment date (i.e. on or before Monday, 11
December 2017).
5. PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM
Following the Disposal and the AGP Special Distribution Payment,
AGP will have no operating business and very little cash, expected
to be sufficient to fund the expenses estimated to be incurred in
connection with the winding-up.
Upon completion of the Disposal, AGP will be regarded as a cash
shell pursuant to Rule 15 of the AIM Rules for Companies. Within
six months of becoming a cash shell, AGP must make an acquisition
which constitutes a reverse takeover pursuant to Rule 14 of the AIM
Rules for Companies or otherwise seek readmission as an "investing
company" with the attendant requirement to raise at least GBP6
million on or immediately before such readmission. Failure to do so
within the six month period would result in the cancellation of the
AGP Share's admission to trading on AIM in accordance with Rule 41
of the AIM Rules for Companies.
Given that the intention of the Proposed Disposal, Distribution
and Winding-Up is ultimately to conduct an orderly winding-up of
AGP, the AGP Board has no intention of making an acquisition
pursuant to Rule 14 of the AIM Rules for Companies nor seek
readmission as an "investing company". Hence, the AGP Board will
seek the AGP Shareholders' approval to cancel the admission of AGP
Shares to trading on AIM at the SGM.
In accordance with Rule 41 of the AIM Rules for Companies, the
Cancellation Resolution must be approved by not less than 75 per
cent. of votes cast by the AGP Shareholders at a general meeting.
Accordingly, the Notice of SGM set out in Part IV of the Circular
contains the Cancellation Resolution.
Furthermore, Rule 41 of the AIM Rules for Companies requires an
AIM company to notify shareholders and to separately inform the
London Stock Exchange of its preferred cancellation date at least
20 Business Days prior to such date. Accordingly, the AGP Directors
have notified AIM of AGP's intention, subject to the Cancellation
Resolution being passed at the SGM, to cancel AGP's admission of
the AGP Shares to trading on AIM on 20 December 2017. The
Directors, noting the irrevocable undertaking provided by NLI, in
respect of its approximately 97.77 per cent. direct or indirect
shareholding in AGP, to vote (or procure the vote in respect of AGP
Shares indirectly controlled by it) in favour of all the
Resolutions, expect the cancellation of admission of the AGP Shares
to trading on AIM will become effective at 7.30 a.m. (London time)
(3:30 p.m. Hong Kong time) on Wednesday, 20 December 2017.
If the cancellation becomes effective the AGP Shares will no
longer be traded on a public market and, following the winding-up,
there will be no trading facility in place thereafter. Strand
Hanson will cease to be the nominated adviser and broker to AGP,
and AGP will no longer be required to comply with the AIM Rules for
Companies. Therefore, AGP Shareholders will no longer be afforded
the protections given by the AIM Rules for Companies, such as the
requirement to be notified of certain events, including substantial
transactions, financing transactions, related party transactions
and fundamental changes in the Company's business, including
certain acquisitions and disposals.
Shareholders are reminded that AGP is an exempted company
registered in Bermuda, its central place of management and control
remains outside the UK and therefore the Company is not currently
resident in the UK, the Channel Islands or the Isle of Man for the
purposes of the City Code. As a result, the provisions of the City
Code do not currently apply to the Company and AGP Shareholders are
not entitled to the protections afforded by the City Code.
6. PROPOSED WINDING-UP AND PROPOSED BYE-LAWS AMMENTS
Following completion of the Disposal, the AGP Special
Distribution Payment and the cancellation of admission of the AGP
Shares to trading on AIM, the AGP Board intends to place AGP into
solvent voluntary winding-up. It is intended that immediately upon
the completion of the Disposal, the AGP Special Distribution
Payment and the cancellation of admission to trading on AIM, the
Winding-Up Resolution will be passed, by way of written resolution
signed by NLI, to approve the voluntary winding up of the Company
and appointment of the Liquidators by the Company.
To facilitate the Winding-Up Resolution to be passed by way of
written resolution signed by NLI, it is proposed that the Bye-laws
be amended to permit anything which may be done by resolution of
the Company in general meeting to be done by way of a written
resolution in accordance with the Bye-laws, and such written
resolution is passed when it is signed by AGP Shareholder(s) who
represent(s) such majority of votes as would be required if the
resolution was voted on at a shareholders meeting at which all AGP
Shareholders entitled to attend and vote were present and voting. A
further resolution has been proposed at the SGM to authorise NLI to
approve the Winding-Up Resolution by way of written resolution to
wind up AGP, subject to the AGP Shareholders passing the Bye-laws
Amendments.
It is proposed that Mr. Mat Ng and Mr. Chan King Wai Leonard of
JLA Asia Limited be appointed as Liquidators of AGP. The winding-up
of AGP will be a solvent winding-up in which it is intended that
all creditors will be paid in full. Assuming that the Winding-Up
Resolution is passed, the appointment of the Liquidators will be
effective immediately upon the completion of the Disposal, the AGP
Special Distribution Payment, the cancellation of admission of the
AGP Shares to trading on AIM, and the passing of the Winding-Up
Resolution. At this point, the powers of the AGP Directors will
cease and the Liquidators will assume responsibility for the
winding-up of AGP, including the payment of fees, costs and
expenses, the discharging of the liabilities of AGP and the
distribution of its surplus assets to AGP Shareholders. Appropriate
arrangements would be put in place to expedite the winding up
process of AGP.
The Liquidators shall realise the AGP Group's remaining assets
and (after payment of its liabilities and after deducting the costs
of implementation) the net proceeds and other cash held by AGP
shall be distributed amongst AGP Shareholders in accordance with
the Companies Act. Under the Bye-laws, any distribution unclaimed
after a period of six years from the date of declaration shall be
forfeited and shall revert to the Company. To facilitate the final
distribution to the AGP Shareholders by the Liquidators, it is
proposed under the Bye- laws Amendments, inter alia, that upon the
liquidation of the Company, to the extent that any such unclaimed
distribution reverts to the Company (or if applicable an
independent trustee or custodian appointed by the Company or the
liquidator), they shall be subject to distribution in accordance
with section 225 of the Companies Act after the payments of all
costs and liabilities provided that any of such amounts still
remaining unclaimed afterwards shall be donated for the benefit of
The Community Chest of Hong Kong. In the event that the unclaimed
amount is less than HK$1,000,000 (GBP97,000), the Liquidators (or
the trustee or custodian so appointed by the liquidator) are not
required to make the aforesaid distribution and shall pay such
unclaimed amount for the benefit of The Community Chest of Hong
Kong as a charitable donation.
The Bye-laws Amendments Resolution is subject to approval by the
AGP Shareholders at the SGM.
In order to carry the voluntary winding-up into effect, the
Winding-Up Resolution is intended to be passed, immediately upon
the completion of the Disposal, the AGP Special Distribution
Payment and the cancellation of admission of the AGP Shares to
trading on AIM, by way of written resolution of the Company, to
approve the voluntary winding up of the Company and appointment of
the Liquidators. NLI has irrevocably undertaken, among others, that
upon cancellation of the admission of AGP Shares to trading on AIM,
NLI will pass the Winding-up Resolution as soon as practicable in
any event no later than five weeks after the date of the statutory
declaration of solvency of AGP. For details of the irrevocable
undertaking, please see the paragraph headed "Irrevocable
Undertaking" below.
Assuming the Winding-Up Resolution is passed, no further audited
financial statements or half yearly reports will be issued by
AGP.
7. INFORMATION ABOUT GT AND AGP EXISTING ASSETS
GT is incorporated in the BVI with limited liability. Save for
being the holding company for the AGP Existing Assets, GT does not
have any other major assets or business.
The GT Group comprises approximately 40 entities, the principal
assets of which, as at 30 September 2017, comprise:
(i) bank balances and cash, including restricted bank deposits
(approximately HK$206.43 million (GBP20.13 million) as at 30
September 2017 for illustrative purposes);
(ii) four commercial properties in the PRC comprising the
properties known as (a) Plaza Central; (b) Commercial podium in
Zone B and car parking spaces on Basements 2 and 3, New Century
Plaza; (c) Office Tower, Westmin Plaza Phase II; and (d) Commercial
podium, Westmin Plaza Phase II; and
(iii) three units and one car parking space of Paramount Building in Hong Kong.
Particulars of such properties (including the third party
property valuation reports on the PRC properties) are set out in
Parts II and III of the Circular.
The net asset value of the AGP Existing Assets as extracted from
the unaudited financial statements of AGP as at 30 September 2017
was approximately HK$2,400.74 million (GBP234.15 million),
representing approximately 54.6 per cent. of the total net book
value of the AGP Group's total consolidated net assets as of 30
September 2017.
The revenue generated by the AGP Existing Assets for the nine
months ended 30 September 2017 was approximately HK$252.63 million
(GBP24.64 million). The net profits before taxation and after
taxation (including the fair value gain of investment properties)
of the AGP Existing Assets for the period ended 30 September 2017
were approximately HK$85.21 million (GBP8.31 million) and HK$70.49
million (GBP6.88 million) respectively.
8. SGM
Part IV of the Circular contains a notice convening the SGM to
be held at the Board Room, 26th Floor, Everbright Centre, 108
Gloucester Road, Wanchai, Hong Kong on Wednesday, 6 December 2017
at 4:00 p.m., (Hong Kong time) (8:00 a.m., London time), at which
the Resolutions will be proposed to approve the Disposal, the AGP
Special Distribution Payment, the cancellation of the admission of
AGP Shares for trading on AIM, the Bye-laws Amendments and the
authorisation of NLI to approve the Winding-Up Resolution by way of
written resolution.
9. ACTION TO BE TAKEN BY SHAREHOLDERS
The Notice of SGM is set out in Part IV of the Circular. You
will find enclosed therein a Form of Proxy, or in the case of
holders of Depositary Interests, a Form of Instruction, for use at
the SGM.
Whether or not you are able to attend the SGM, holders of AGP
Shares in certificated form are requested to complete the
accompanying Form of Proxy in accordance with the instructions
printed thereon and return it to AGP's principal place of business
at Suites 2506-10, 25th Floor, Everbright Centre, 108 Gloucester
Road, Wanchai, Hong Kong as soon as possible and in any event to be
received not less than 48 hours before the time appointed for the
holding of the SGM or any adjournment thereof, i.e. no later than
4:00 p.m. (Hong Kong time) (8:00 a.m. London time) on Monday, 4
December 2017. Completion and return of the Form of Proxy will not
preclude you from attending and voting at the SGM or any
adjournment thereof should you so wish.
In the case of holders of Depositary Interests, a Form of
Instruction must be completed and returned in accordance with the
instructions printed thereon in order to appoint Computershare
Company Nominees Limited to vote on the holder's behalf at the SGM.
Please return the Form of Instruction to the offices of the
custodian at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6AH, United Kingdom as soon as
possible and in any event to be received not less than 72 hours
before the time appointed for the holding of the SGM or any
adjournment thereof, i.e. no later than 4:00 p.m. (Hong Kong time)
(8:00 a.m. London time) on Friday, 1 December 2017. The completion
and return of the Form of Instruction will not preclude a holder of
Depositary Interests from attending the SGM and voting in person if
they so wish. Should a holder of Depositary Interests wish to
attend the SGM and/or vote at the SGM they should ensure they
notify the Depositary in writing or email at
!UKALLDITeam2@computershare.co.uk.
Please note that it is important that you complete the Form of
Instruction if you hold Depositary Interests and the Form of Proxy
if you hold AGP Shares in certificated form.
10. AVAILABILITY OF CIRCULAR
Copies of the Circular will be available to the public, free of
charge, at the Company's principal place of business at Suites
2506-10, 25th Floor, Everbright Centre, 108 Gloucester Road,
Wanchai, Hong Kong during usual business hours on any weekday
(Saturdays, Sundays and public holidays excepted) for one month
from the date of the Circular. The Circular is also available on
the Company's website, www.asiangrowth.com.
11. RELATED PARTY TRANSACTION
As AGPCL is a Related Party of AGP, the Disposal is deemed to be
a related party transaction pursuant to Rule 13 of the AIM Rules
for Companies. The AGP Independent Directors consider, having
consulted with Strand Hanson, the Company's nominated adviser and
broker, that the terms of the Disposal are fair and reasonable
insofar as the AGP Shareholders are concerned. Further details of
the Disposal are set out in paragraph 3 above.
12. RECOMMATION
The AGP Independent Directors consider that the Proposed
Disposal, Distribution and Winding-Up is in the best interests of
AGP and the AGP Shareholders as a whole. Therefore, the AGP
Independent Directors unanimously recommend that AGP Shareholders
vote in favour of the Resolutions to be proposed at the SGM.
13. IRREVOCABLE UNDERTAKING
The Company has received an irrevocable undertaking from NLI in
respect of the 866,605,133 AGP shares held directly or indirectly
by it, representing approximately 97.77 per cent of AGP's Existing
Issued Share Capital, pursuant to which NLI has irrevocably
undertaken to vote (or procure the vote in respect of AGP Shares
indirectly controlled by it) in favour of all the Resolutions to be
proposed at the SGM; and (ii) that upon cancellation of the
admission of AGP Shares to trading on AIM, NLI will pass (or
procure the passing of) the Winding-up Resolution as soon as
practicable in any event no later than five weeks after the date of
the statutory declaration of solvency of AGP.
APPIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Events Expected date
Publication of the Circular Monday, 13 November 2017
Latest time and date for no later than 8:00 a.m.
receipt of Forms of Instruction (Hong Kong time 4:00 p.m.
for the SGM on Friday, 1 December
2017
Latest time and date for no later than 8:00 a.m.
receipt of Forms of Proxy (Hong Kong time 4:00 p.m.)
for the SGM on Monday, 4 December
2017
Date and time of the SGM 8:00 a.m.
(Hong Kong time 4:00 p.m.)
on Wednesday, 6 December
2017
Proposed date of completion Wednesday, 6 December
of SPA 2017
Effective date of the Thursday, 7 December 2017
Capital Reduction
AGP Shares marked ex-dividend Thursday, 7 December 2017
Record date for the AGP Friday, 8 December 2017
Special Distribution Payment
AGP Special Distribution Monday, 18 December 2017
Payment date
Last day of dealings in Tuesday, 19 December 2017
AGP Shares on AIM
Date of cancellation of Wednesday, 20 December
admission of AGP Shares 2017
to trading on AIM becoming
effective
Proposed commencement Wednesday, 20 December
date of winding-up of 2017
the Company
Notes
1 Each of the times and dates in the above timetable is subject
to change. If any of the above times and/or dates change, the
revised times and/or dates will be notified to holders of AGP
Shares by announcement on a Regulatory Information Service.
2 All of the above times refer to United Kingdom time unless otherwise indicated.
3 The events in the above timetable following the SGM are
conditional upon, inter alia, approval by the Shareholders of the
Resolutions at the SGM.
APPIX III
DEFINITIONS
"AGP" or the "Company" means Asian Growth Properties
Limited, an exempted company
registered in Bermuda with limited
liability, whose registered office
is at Clarendon House, 2 Church
Street, Hamilton HM 11, Bermuda;
"AGP Board" means the board of directors
of AGP;
"AGPCL" means Asian Growth Properties
Co. Limited, a company incorporated
in the BVI with limited liability
and as at the date of this announcement,
an indirect wholly-owned subsidiary
of JCS and an associate of NLI;
"AGP Existing Assets" means all the assets and liabilities
of the AGP Group as at 13 November
2017 (being the date of this
announcement). The AGP Existing
Assets are currently held through
GT;
"AGP Group" means AGP and its subsidiaries;
"AGP Independent means Richard Öther Prickett,
Directors" David Andrew Runciman, Lam Sing
Tai and John David Orchard Fulton;
"AGP Share(s)" means common share(s) of US$0.05
each in the share capital of
AGP;
"AGP Shareholders" means holders of the AGP Shares
or "Shareholders" and/or holders of the Depositary
Interests;
"AGP Special Distribution means the proposed conditional
Payment" special distribution to the AGP
Shareholders declared by AGP,
further details of which are
set out in paragraph 4 of Appendix
I to this announcement
"AIM" means the AIM Market of the London
Stock Exchange;
"AIM Rules for Companies" means the AIM Rules for Companies
published by the London Stock
Exchange;
"AIM Rules for Nominated means the AIM Rules for Nominated
Advisers" Advisers published by the London
Stock Exchange;
"BVI" means the British Virgin Islands;
"Bye-laws" means the bye-laws of the Company;
"Business Day(s)" means a day, other than a public
holiday, Saturday or Sunday,
on which licensed banks are open
in Hong Kong to the general public
for business;
"Bye-laws Amendments" the proposed amendments to the
Bye-laws approved by the Directors
as described in paragraph 6 of
Appendix I to this announcement;
"Bye-laws Amendments means the ordinary resolution
Resolutions" to confirm the Bye-laws Amendments,
being Resolution 4 of the SGM,
the notice of which is set out
in Part IV of the Circular;
"Cancellation Resolution" means the special resolution
to approve the cancellation of
the admission of AGP Shares to
trading on AIM, being Resolution
3 of the SGM, the notice of which
is set out in Part IV of the
Circular;
"Capital Reduction" means the proposed capital reduction
of the AGP Shares, further details
of which are set out in paragraph
4 of Appendix I to this announcement;
"Capital Reduction means the ordinary resolution
Resolution" to approve the Capital Reduction,
being Resolution 2 of the SGM,
the notice of which is set out
in Part IV of the Circular;
"City Code" the City Code on Takeovers and
Mergers;
"Circular" means the circular dated 13 November
2017 to the AGP Shareholders
regarding the proposed Disposal,
Distribution and Winding-up;
"Companies Act" means the Companies Act 1981
of Bermuda;
"Completion" means completion of the SPA;
"Depositary Interest(s)" means depositary interests representing
AGP Shares;
"Director(s)" means the director(s) of the
Company;
"Disposal" means the proposed disposal of
the AGP Existing Assets by way
of the disposal of the entire
issued share capital of GT by
AGP to AGPCL pursuant to the
SPA;
"Disposal Resolution" means the ordinary resolution
to approve the Disposal, being
Resolution 1 of the SGM, the
notice of which is set out in
Part IV of the Circular;
"Existing Issued the 886,347,812 AGP Shares in
Share Capital" issue as at the Latest Practicable
Date;
"FCA" means the UK Financial Conduct
Authority;
"Form of Instruction" means the form of instruction
for use by Depositary Interest
holders in connection with the
SGM;
"Form of Proxy" means the form of proxy for use
by holders of AGP Shares;
"GT" means Giant Trade Investments
Limited, a company incorporated
in the BVI with limited liability
and as at the date of this announcement,
a direct wholly-owned subsidiary
of the Company;
"GT Group" means GT and its subsidiaries;
"HK$" Hong Kong dollars, the lawful
currency of Hong Kong;
"HKSE" means The Stock Exchange of Hong
Kong Limited;
"Hong Kong" means the Hong Kong Special Administrative
Region of the PRC;
"Hong Kong Takeovers means the Hong Kong Code on Takeovers
Code" and Mergers;
"JCS" means JCS Limited, an exempted
company registered in Bermuda
with limited liability which
is owned as to 49 per cent. by
Mr. Lu Wing Chi, 25.5 per cent.
by Mr. Lincoln Lu and 25.5 per
cent. by Mr. Lambert Lu, and
the controlling shareholder of
NLI;
"Latest Practicable means 10 November 2017, being
Date" the latest practicable date prior
to the publication of this announcement
for ascertaining certain information
contained herein;
"Liquidators" means Mr. Mat Ng and Mr. Chan
King Wai Leonard of JLA Asia
Limited, the proposed joint liquidators
of AGP for the purposes of the
proposed winding-up of AGP;
"London Stock Exchange" means the London Stock Exchange
plc;
"NAV" means net asset value;
"NLI" means Nan Luen International
Limited, an exempted company
registered in Bermuda with limited
liability and a controlling shareholder
of AGP holding 866,605,133 AGP
Shares as at the Latest Practicable
Date, representing approximately
97.77 per cent. of AGP's Existing
Issued Share Capital;
"NLI Share Exchange means the offer from NLI to the
Offer" AGP Shareholders pursuant to
the Original Reorganisation whereby
the AGP Shareholders were given
the opportunity to exchange their
AGP Shares for SEA Shares and
cash, as more particularly described
in the composite document jointly
issued by AGP and NLI dated 28
July 2017;
"Non-PRC Assets" means all the assets and liabilities
of the AGP Group that were located
outside the PRC immediately prior
to the Original Reorganisation,
as more particularly described
in AGP's circular to the Shareholders
dated 31 March 2017;
"Notice of SGM" means the notice of SGM set out
at Part IV of the Circular;
"Original Reorganisation" means the reorganisation undertaken
by AGP, SEA and NLI between March
and September 2017, as more particularly
described in AGP's circular to
the Shareholders dated 31 March
2017;
"Proposed Disposal, means the proposal for the voluntary
AGP Distribution winding-up of through (i) the
and Winding-Up" disposal of assets to AGPCL,
(ii) the payment of substantially
all AGP's assets to the AGP Shareholders
by way of a special distribution,
(iii) the cancellation of the
admission of AGP Shares to trading
on AIM, (iv) the appointment
of the Liquidators and (v) the
winding-up of AGP, as more particularly
described in winding-up of AGP,
as more particularly described
in Appendix I to this announcement;
"PRC" means the People's Republic of
China, which for the purpose
of this announcement, excludes
Hong Kong, the Macau Special
Administrative Region of the
People's Republic of China and
Taiwan;
"Regulatory Information means a service approved by the
Service" FCA for the distribution to the
public of regulatory announcements
and included within the list
maintained on the FCA's website;
"Related Party" includes any person who is a
director of AGP or of any company
which is its subsidiary or parent
undertaking, other subsidiary
undertaking of its parent undertaking,
and any of their associates (as
defined in the AIM Rules for
Companies), and a substantial
shareholder (as defined in the
AIM Rules for Companies) including
any person who holds any legal
or beneficial interest in 10
per cent. or more of AGP's share
capital and their associates;
"Resolutions" means the resolutions to be proposed
at the SGM and set out in the
Notice of SGM at Part IV of the
Circular;
"SEA" means S E A Holdings Limited,
an exempted company registered
in Bermuda with limited liability,
the shares of which are listed
and traded on the Main Board
of HKSE (stock code: 251);
"SEA Board" means the board of directors
of SEA;
"SEA Distribution means the distribution by SEA
in Specie" of the AGP Shares held by SEA
to the qualifying SEA Shareholders
in proportion to their respective
shareholdings in SEA as at the
close of business on the relevant
record date, as more particularly
described in AGP's circular to
the Shareholders dated 31 March
2017;
"SEA Group" SEA and its subsidiaries;
"SEA Share(s)" means ordinary share(s) of HK$0.10
each in the share capital of
SEA;
"SEA Shareholders" means holders of the SEA Shares;
"SGM" means the special general meeting
of the Company to be convened
at the Board Room, 26th Floor,
Everbright Centre, 108 Gloucester
Road, Wanchai, Hong Kong at 4:00
p.m. (Hong Kong time) (8:00 a.m.
London time) on Wednesday, 6
December 2017, the notice of
which is set out in Part IV of
the Circular;
"Shares in public AGP's issued share capital less
hands" shares held by (i) a Related
Party; (ii) the trustees of an
employee share scheme; (iii)
any person who has right to nominate
a person to AGP's Board; (iv)
any person who is subject to
a lock-in agreement pursuant
to rule 7 (as defined in the
AIM Rules for Companies); and
(v) AGP treasury shares. "Shares
in public hands" and "free float"
are used interchangeably throughout
this announcement;
"SPA" means the sale and purchase agreement
entered into between AGP and
AGPCL dated 13 November 2017
in relation to the Disposal,
further information of which
is set out in paragraph 3 of
Appendix I to this announcement;
"Strand Hanson" means Strand Hanson Limited,
a company incorporated in England
and Wales with company number
2780169 and the Company's nominated
adviser and broker for the purposes
of the AIM Rules for Companies,
a member of the London Stock
Exchange and regulated by the
FCA;
"Swap Company" means Diamond Cascade Limited,
a company incorporated in the
BVI with limited liability and
as at the date of this announcement,
a direct wholly-owned subsidiary
of AGPCL and an indirect wholly-owned
subsidiary of JCS;
"UK" the United Kingdom;
"US$" United States dollars, the lawful
currency of the United States
of America;
"Winding-Up Resolution" means the ordinary resolution
to approve (subject to the passing
of the Bye-laws Amendments Resolution,
completion of the Disposal, the
AGP Special Distribution Payment
and the cancellation of admission
of AGP Shares to trading on AIM)
the winding-up of AGP and the
appointment of the Liquidators
by way of written resolution
of AGP Shareholder(s); and
"GBP" British Pound Sterling, the lawful
currency of the United Kingdom;
For the purposes of this announcement, an exchange rate of GBP1:
HK$10.253 is used.
This information is provided by RNS
The company news service from the London Stock Exchange
END
DISBTBLTMBJBBAR
(END) Dow Jones Newswires
November 13, 2017 02:00 ET (07:00 GMT)
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