TIDMAGP
RNS Number : 3902Q
Asian Growth Properties Limited
11 September 2017
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this joint announcement, make no representation as to its accuracy
or completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this joint announcement.
This joint announcement appears for information purposes only
and does not constitute an invitation or offer to acquire, purchase
or subscribe for shares of Nan Luen International Limited or of
Asian Growth Properties Limited.
NAN LUEN INTERNATIONAL LIMITED ASIAN GROWTH PROPERTIES LIMITED
(Incorporated in Bermuda with limited liability) (Registered in
Bermuda with limited liability)
(Stock Code: AGP)
JOINT ANNOUNCEMENT
(1) FINAL RESULTS OF THE UNCONDITIONAL VOLUNTARY OFFER FOR ALL
THE ISSUED SHARES IN
ASIAN GROWTH PROPERTIES LIMITED (OTHER THAN THOSE ALREADY OWNED
BY NAN LUEN INTERNATIONAL LIMITED AND S E A HOLDINGS LIMITED)
BY AMPLE CAPITAL LIMITED
ON BEHALF OF NAN LUEN INTERNATIONAL LIMITED AND
(2) CLARIFICATION OF THE NUMBER OF CONSIDERATION SHARES AND
AMOUNT OF CASH PORTION OF THE OFFER
PAID OR PAYABLE BY THE OFFEROR
Financial adviser to Nan Luen International Limited
FINAL RESULTS OF THE OFFER
As at the date of the First Results Announcement, the Offeror
had received valid acceptances in respect of 3,576,274 AGP Shares
under the Offer which were still subject to a Cooling-off Period at
that time. As at 4:00 p.m. on Monday, 11 September 2017, being the
date when the latest possible Cooling-off Period has expired, none
of these acceptances had been withdrawn. Accordingly, there were a
total of 76,066,119 Consideration Shares and HK$228,198,357 in
respect of the Cash Portion of the Offer paid or payable by the
Offeror to the accepting Independent AGP Shareholders in respect of
all acceptances under the Offer.
CLARIFICATION OF THE NUMBER OF CONSIDERATION SHARES AND AMOUNT
OF THE CASH PORTION OF THE OFFER PAID OR PAYABLE BY THE OFFEROR
The Offeror wishes to clarify that, due to a clerical error,
there should be a total of 75,172,052 Consideration Shares and
HK$225,516,156 in respect of the Cash Portion of the Offer paid or
payable by the Offeror to the accepting Independent AGP
Shareholders in relation to the acceptances for a total of
300,688,247 AGP Shares under the Offer which were not subject to a
Cooling-off Period. This is instead of the 75,172,106 Consideration
Shares and HK$225,516,318 in respect of the Cash Portion of the
Offer as disclosed in the First Results Announcement.
INTRODUCTION
Reference is made to the joint announcement of SEA and the
Offeror dated 31 March 2017, the announcement of AGP dated 5 April
2017, the joint announcement of the Offeror and AGP dated 28 July
2017 in relation to, among other matters, (i) the Offer; and (ii)
the Composite Document dated 28 July 2017 jointly issued by the
Offeror and AGP in respect of the Offer, and the joint announcement
of the Offeror and AGP dated 28 August 2017 in relation to the (i)
close of the Offer; and (ii) acceptance results of the Offer (the
"First Results Announcement"). Terms used herein shall have the
same meanings as those defined in the Composite Document unless
otherwise defined herein.
FINAL RESULTS OF THE OFFER
As at the date of the First Results Announcement, the Offeror
had received valid acceptances in respect of 3,576,274 AGP Shares
under the Offer which were still subject to a Cooling-off Period at
that time. As at 4:00
p.m. on Monday, 11 September 2017, being the date when the
latest possible Cooling-off Period has expired, none of these
acceptances had been withdrawn. Accordingly, there were a total of
76,066,119 Consideration Shares and HK$228,198,357 in respect of
Cash Portion of the Offer paid or payable by the Offeror to the
accepting Independent AGP Shareholders in respect of all
acceptances under the Offer.
CLARIFICATION OF THE NUMBER OF CONSIDERATION SHARES AND AMOUNT
OF THE CASH PORTION OF THE OFFER PAID OR PAYABLE BY THE OFFEROR
The Offeror wishes to clarify that, due to a clerical error,
there should be a total of 75,172,052 Consideration Shares and
HK$225,516,156 in respect of the Cash Portion of the Offer paid or
payable by the Offeror to the accepting Independent AGP
Shareholders in relation to the acceptances for a total of
300,688,247 AGP Shares under the Offer which were not subject to a
Cooling-off Period. This is instead of the 75,172,106 Consideration
Shares and HK$225,516,318 in respect of the Cash Portion of the
Offer as disclosed in the First Results Announcement.
SHAREHOLDING STRUCTURE OF AGP
Immediately prior to the commencement of the Offer Period (i.e.
31 March 2017), 861,278,857 AGP Shares (representing approximately
97.17% of the issued share capital of AGP) or any rights over AGP
Shares were held, controlled or directed by the Offeror and parties
acting in concert with it.
Immediately before the Offer opened for acceptance (i.e. 28 July
2017), the Offeror held 562,340,612 AGP Shares, representing
approximately 63.44% of the entire issued share capital of AGP.
During the Offer Period, there were valid acceptances in respect
of a total of 304,264,521 AGP Shares (the "Acceptance Shares")
(i.e. including all acceptances which were subject to a Cooling-off
Period and without Cooling-off Period as at the close of the Offer)
representing approximately 34.33% of the entire issued share
capital of AGP, tendered under the Offer. Upon the close of the
Offer at 4:00 p.m. on 28 August 2017, the Offeror was interested in
(i) an aggregate of 863,028,859 AGP Shares (i.e. excluding
acceptances which were subject to a Cooling-off Period as at the
date of the First Results Announcement) representing approximately
97.37% of the entire issued share capital of AGP as at the date of
the First Results Announcement; and (ii) an aggregate of 3,576,274
AGP Shares which were subject to a Cooling-off Period, representing
approximately 0.40% of the issued share capital of AGP as at the
date of the First Results Announcement. As no withdrawal has taken
place in respect of the acceptances that were subject to a
Cooling-off Period, the Offeror is interested in a total of
866,605,133 AGP Shares, representing approximately 97.77% of the
issued share capital of AGP.
Immediately before the Offer opened for acceptance, the Offeror
was interested in 443,486,289 SEA Shares, representing
approximately 65.06% of the issued share capital of SEA at that
time. Upon the close of the Offer, as no withdrawal has taken place
in respect of the acceptances that were subject to a Cooling-off
Period, the Offeror is interested in 367,420,170 SEA Shares,
representing approximately 53.87% of the issued share capital of
SEA as at the date of this joint announcement.
Save for the Acceptance Shares and the AGP Shares distributed
under the Distribution in Specie, neither the Offeror nor any of
the parties acting in concert with it had (i) acquired or agreed to
acquire any other relevant securities (as defined in Note 4 to Rule
22 of the Takeovers Code) of AGP or any rights over the AGP Shares
during the Offer Period; or (ii) dealt in value or borrowed or lent
any AGP Shares or relevant securities (as defined in Note 4 to Rule
22 of the Takeovers Code) of AGP during the Offer Period.
Set out below is the shareholding structure of AGP (i)
immediately prior to the commencement of the Offer Period; (ii)
immediately after the Distribution in Specie but before the Offer
opened for acceptance; (iii) immediately upon the close of the
Offer and as at the date of the First Results Announcement (i.e.
excluding acceptances which were subject to a Cooling-off Period as
at the date of the First Results Announcement); and
(iv) as at the date of this joint announcement:
Immediately Immediately upon
Immediately prior to after the
the Distribution close of the
in Offer and
the commencement Specie but as at the date As at the date
of the Offer before the of the First of this joint
Period Offer opened Results Announcement announcement
Approximate for acceptance Approximate Approximate
% of the issued Approximate % of the issued % of the
share capital % of the issued share capital issued share
of AGP and share capital of capital of
of AGP and AGP and AGP and
No. of its voting No. of its No. its No. its
voting of voting of voting
AGP Shares rights AGP Shares rights AGP Shares rights AGP Shares rights
The Offeror - - 562,340,612 63.44% 863,028,859 97.369% 866,605,133 97.773%
Mr. Lu Wing Chi - - 13,792,397 1.56% - - - -
NYH Limited - - 5,237,854 0.59% - - - -
Mr. Lambert Lu - - 22,390,346 2.53% - - - -
Mr. Lincoln Lu - - 23,432,642 2.64% - - - -
Mr. Lam Sing
Tai and his spouse - - 4,092,442 0.46% - - - -
SEA 861,278,857 97.17% 34,598 0.004% 34,598 0.004% 34,598 0.004%
(Note)
SEA Shareholders
who acquired
AGP Shares pursuant to the Distribution in Specie (other than
the Offeror,
Mr. Lu Wing Chi, Mr. Lambert Lu,
Mr. Lam Sing Tai
and his spouse, Mr. Lincoln Lu
and NYH Limited) - - 229,957,966 25.946% 16,785,948 1.894%
13,352,069 1.506%
Other public AGP Shareholders 25,068,955 2.83% 25,068,955 2.83%
6,498,407 0.733% 6,356,012 0.717%
Total 886,347,812 100.00% 886,347,812
100.00% 886,347,812 100.00% 886,347,812 100.00%
Note: Among these 861,278,857 AGP Shares indirectly held by SEA,
(i) 668,653,817 AGP Shares were directly held by Charm Action
Holdings Limited; (ii) 175,094,641 AGP Shares were directly held by
SEA (AGP) Offshore Limited;
(iii) 12,023,267 AGP Shares were directly held by Manifold
Returns Group Limited; and (iv) 5,507,132 AGP Shares were directly
held by Harbour Green Holdings Limited. Each of these four
companies is a direct wholly-owned subsidiary of SEA.
SETTLEMENT OF THE OFFER
The certificates for the Consideration Shares and the cheques
for the Cash Portion of the Offer had been/will be despatched to
the accepting Independent AGP Shareholder(s) by ordinary mail at
his/her/its own risks as soon as possible, but in any event within
(a) 17 Business Days (for Independent AGP Shareholders who have
elected for a Cooling-off Period), or (b) 7 Business Days (for
Independent AGP Shareholders who did not elect for a Cooling-off
Period), after receipt by the AGP Share Registrar or SEA Hong Kong
Branch Share Registrar, as the case may be, of the duly completed
Form of Acceptance and other relevant documents (if
applicable).
On behalf of the board of directors of On behalf of the board of
directors of Nan Luen International Limited Asian Growth Properties
Limited Lu Wing Chi Lincoln Lu
Director Chief Executive Officer and Executive Director
Hong Kong, 11 September 2017
The directors of the Offeror as at the date of this joint
announcement are: Lu Wing Chi
Lambert Lu Lincoln Lu
The AGP Directors as at the date of this joint announcement
are:
Richard Öther Prickett (Non-executive Chairman and Independent
Non-executive Director)
Lincoln Lu (Chief Executive Officer and Executive Director)
Lu Wing Chi (Executive Director)
David Andrew Runciman (Executive Director) Lam Sing Tai
(Non-executive Director) Lambert Lu (Non-executive Director)
John David Orchard Fulton (Independent Non-executive
Director)
The directors of the Offeror jointly and severally accept full
responsibility for the accuracy of the information contained in
this joint announcement (other than that relating to AGP) and
confirm, having made all reasonable enquiries, that to the best of
their knowledge, opinions expressed in this joint announcement
(other than those expressed by the AGP Directors) have been arrived
at after due and careful consideration and there are no other facts
not contained in this joint announcement, the omission of which
would make any statement in this joint announcement misleading.
The AGP Directors jointly and severally accept full
responsibility for the accuracy of the information contained in
this joint announcement (other than that relating to the Offeror
and parties acting in concert with it (excluding for this purpose
AGP)) and confirm, having made all reasonable enquiries, that to
the best of their knowledge, opinions expressed in this joint
announcement (other than those expressed by the directors of the
Offeror) have been arrived at after due and careful consideration
and there are no other facts not contained in this joint
announcement, the omission of which would make any statement in
this joint announcement misleading.
All time and date references contained in this joint
announcement refer to Hong Kong time and dates unless stated
otherwise.
For more information, please contact:
Lincoln Lu Tel: +852 2828 3232
Chief Executive Officer and Executive Director
Asian Growth Properties Limited
Richard Gray/Andrew Potts/Atholl Tweedie Tel: +44 207 886 2500
Panmure Gordon (UK) Limited
(Nominated Adviser)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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