TIDMAGP
RNS Number : 6762B
Asian Growth Properties Limited
05 April 2017
Asian Growth Properties Limited
(An Exempted Company Registered in Bermuda with Limited
Liability with Registered No. 52097)
(Stock Code: AGP)
("AGP" or the "Company")
ANNOUNCEMENT PURSUANT TO
THE TAKEOVERS CODE
VOLUNTARY SHARE EXCHANGE OFFER
This announcement is made by the Company pursuant to the
Takeovers Code.
THE SHARE EXCHANGE OFFER
The Board was informed by the Offeror that the Offeror would
make a voluntary Share Exchange Offer to the Company.
On 31 March 2017, the Offeror and SEA published the Offer
Announcement setting out, among other thing, details of the Share
Exchange Offer which is subject to the terms and conditions as
stated thereof.
As disclosed in the Offer Announcement, pursuant to the
Distribution in Specie, AGP Shares will be distributed to the SEA
Shareholders by way of a special dividend in specie. In view of the
fact that AGP Shares are admitted to trading on AIM, and
recognising that the qualifying SEA Shareholders (other than the
Offeror) may not wish to hold the AGP Shares, the Offeror, as a
means to provide enhanced liquidity in the AGP Shares to be
received by the qualifying SEA Shareholders, intends to make a
voluntary Share Exchange Offer to the qualifying Shareholders (both
existing and arising as a result of the Distribution in Specie) to
exchange their AGP Shares (other than those AGP Shares as may be
held by the Offeror pursuant the Distribution in Specie) for the
SEA Shares held by the Offeror, subject to the Pre-condition being
satisfied.
The making of the Share Exchange Offer is conditional upon the
completion of the Distribution in Specie.
Based on the Offer Announcement, the Offeror, through SEA (being
a party acting in concert with the Offeror pursuant to the
Takeovers Code), indirectly holds 861,278,857 AGP Shares,
representing approximately 97.17% of the total issued share capital
of the Company.
WARNING
The Board encourages the Shareholders to carefully consider the
Offer Announcement. The intention of the Offeror and the Share
Exchange Offer may or may not be in the interest of the
Shareholders and the Company as a whole.
Shareholders are advised to take no action as regards the Share
Exchange Offer until they have received the advice of the
Independent Board Committee and the independent financial adviser
(to be appointed), which will be included in the Offer
Document.
The Share Exchange Offer is subject to the condition(s) set out
in the Offer Announcement and accordingly the Share Exchange Offer
may or may not be made. Shareholders and potential investors of the
Company are advised to exercise extreme caution when dealing in the
securities of the Company.
This announcement is made by the Company pursuant to the
Takeovers Code.
THE SHARE EXCHANGE OFFER
The Board was informed by the Offeror that the Offeror would
make a voluntary Share Exchange Offer to the Company.
On 31 March 2017, the Offeror and SEA published the Offer
Announcement setting out, among other things, details of the Share
Exchange Offer which is subject to the terms and conditions as
stated thereof.
As disclosed in the Offer Announcement, pursuant to the
Distribution in Specie, AGP Shares will be distributed to the SEA
Shareholders by way of a special dividend in specie. In view of the
fact that AGP Shares are admitted to trading on AIM, and
recognising that the qualifying SEA Shareholders (other than the
Offeror) may not wish to hold the AGP Shares, the Offeror, as a
means to provide enhanced liquidity in the AGP Shares to be
received by the qualifying SEA Shareholders, intends to make a
voluntary Share Exchange Offer to the qualifying Shareholders (both
existing and arising as a result of the Distribution in Specie) to
exchange their AGP Shares (other than those AGP Shares as may be
held by the Offeror pursuant to the Distribution in Specie) for the
SEA Shares held by the Offeror, subject to the Pre-condition being
satisfied.
The making of the Share Exchange Offer is conditional upon the
completion of the Distribution in Specie.
As at the date of this announcement, the Offeror, through SEA
(being a party acting in concert with the Offeror pursuant to the
Takeovers Code), indirectly holds 861,278,857 AGP Shares,
representing approximately 97.17% of the total issued share capital
of the Company.
FORMATION OF INDEPENT BOARD COMMITTEE
The Independent Board Committee comprising all the independent
non-executive Directors will be formed to consider and, if
appropriate, give a recommendation to the independent Shareholders
(being the Shareholders other than the Offeror and parties acting
in concert with it) in connection with the Share Exchange
Offer.
In addition, an independent financial adviser will be appointed
to advise the Independent Board Committee, the Shareholders in
relation to the Share Exchange Offer. A further announcement will
be made by the Company following the appointment of the independent
financial adviser.
Shareholders are advised to take no action as regards the Share
Exchange Offer until they have received the advice of the
Independent Board Committee and the independent financial
adviser.
GENERAL
Pursuant to Rule 8.2 of the Takeovers Code, the Offer Document
containing the terms of the Share Exchange Offer shall be
despatched to the Shareholders within 35 days after the date of the
Offer Announcement.
SECURITIES OF THE COMPANY
As at the date of this announcement, the Company has an issued
share capital of 886,347,812 AGP Shares of a par value of US$0.05
each. Save and except as disclosed above, there are no other
outstanding convertibles or exchangeable securities of the Company
as at the date of this announcement.
DISCLOSURE OF DEALING
The offer period (as defined under the Takeovers Code) for the
Company commenced on the date of the Offer Announcement, being 31
March 2017.
All associates (including a person who owns or controls 5% or
more of any class of relevant securities) of the Offeror and the
Company are reminded to disclose their dealings in any relevant
securities of the Company in accordance with Rule 22 of the
Takeovers Code.
In accordance with Rule 3.8 of the Takeovers Code, the full text
of Note 11 to Rule 22 of the Takeovers Code is reproduced
below:
Responsibilities of stockbrokers, banks and other
intermediaries
Stockbrokers, banks and others who deal in relevant securities
on behalf of clients have a general duty to ensure, so far as they
are able, that those clients are aware of the disclosure
obligations attaching to associates and other persons under Rule 22
of the Takeovers Code and that those clients are willing to comply
with them. Principal traders and dealers who deal directly with
investors should, in appropriate cases, likewise draw attention to
the relevant Rules. However, this does not apply when the total
value of dealings (excluding stamp duty and commission) in any
relevant security undertaken for a client during any 7 day period
is less than HK$1 million.
This dispensation does not alter the obligation of principals,
associates and other persons themselves to initiate disclosure of
their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with the Executive in
its dealings enquiries. Therefore, those who deal in relevant
securities should appreciate that stockbrokers and other
intermediaries will supply the Executive with relevant information
as to those dealings, including identities of clients, as part of
that cooperation."
WARNING
The Board encourages Shareholders to carefully consider the
Offer Announcement. The intention of the Offeror and the Share
Exchange Offer may or may not be in the interest of the
Shareholders and the Company as a whole.
Shareholders are advised to take no action as regards the Share
Exchange Offer until they have received the advice of the
Independent Board Committee and the independent financial adviser
(to be appointed), which will be included in the Offer
Document.
The Share Exchange Offer is subject to the condition(s) set out
in the Offer Announcement and accordingly the Share Exchange Offer
may or may not become be made. Shareholders and potential investors
of the Company are advised to exercise extreme caution when dealing
in the securities of the Company.
DEFINITIONS
In this announcement, the following expressions have the meaning
set out below unless context otherwise requires:
"AGP Share(s)" common share(s) of par value
of HK$0.01 each in the share
capital of the Company;
"AIM" the AIM Market of the London
Stock Exchange plc.;
"Board" the board of Directors;
"Company" or "AGP" Asian Growth Properties Limited,
an exempted company registered
in Bermuda with limited liability
whose shares are traded on
AIM (Stock code: AGP);
"Consideration a maximum of 80,802,953 SEA
Shares" Shares currently held by the
Offeror for the settlement
of the consideration for the
Share Exchange Offer;
"Directors" directors of the Company;
"Distribution in the proposed distribution of
Specie" a special dividend by SEA in
the form of distribution in
specie of the AGP Shares held
by SEA to the qualifying SEA
Shareholders in proportion
to their respective shareholdings
in SEA as at the close of business
on the relevant record date;
"Excluded Shareholders" the overseas shareholders holding
AGP Shares upon completion
of the Distribution in Specie,
if any, whose address(es) as
shown on the register of members
of AGP is/are outside Hong
Kong and located in a jurisdiction
the laws of which prohibit
the making of the Share Exchange
Offer to such AGP Shareholder(s)
or otherwise require SEA to
comply with additional requirements
which are (in the opinion of
the Offeror, subject to legal
advice and the prior consent
of the Executive) unduly onerous
or burdensome, having regard
to the number of AGP Overseas
Shareholders holding the AGP
Shares involved in that jurisdiction
and their shareholdings in
AGP;
"HK$" Hong Kong dollars, the lawful
currency of Hong Kong;
"Hong Kong" the Hong Kong Special Administrative
Region of the PRC;
"Independent Board an independent board committee
Committee" of the Company comprising all
the independent non-executive
Directors will be formed to
advise the Shareholders in
respect of the Share Exchange
Offer;
"Listing Rules" the Rules Governing the Listing
of Securities on the Stock
Exchange;
"Offer Announcement" the joint announcement dated
31 March 2017 made by SEA and
the Offeror setting out, among
other things, details of the
Share Exchange Offer and the
information and intention of
the Offeror;
"Offer Document" the offer document and response
document to be issued by the
Offeror and the Company to
all Shareholders (excluding
the Excluded Shareholders)
in accordance with the Takeovers
Code containing, inter alia,
details of the Share Exchange
Offer and attaching therewith
the form of acceptance and
transfer in respect of the
Share Exchange Offer;
"Offeror" Nan Luen International Limited,
an exempted company registered
in Bermuda with limited liability
and a controlling shareholder
of SEA;
"PRC" the People's Republic of China,
for the purpose of this announcement,
excluding Hong Kong, Macau
Special Administrative Region
of the PRC and Taiwan;
"Pre-condition" the pre-condition to the making
of the Share Exchange Offer,
namely the completion of the
Distribution in Specie;
"SEA" S E A Holdings Limited, an
exempted company incorporated
in Bermuda with limited liability,
the shares of which are listed
and traded on the Main Board
of the Stock Exchange (Stock
code: 251);
"SEA Share(s)" means ordinary share(s) of
HK$0.10 each in the share capital
of SEA;
"SEA Shareholder(s) means holder(s) of the SEA
" Share(s);
"Share Exchange a voluntary share exchange
Offer" offer to be made by the Offeror
after the satisfaction of the
Pre-condition to the qualifying
Shareholders to acquire the
AGP Shares, other than those
AGP Shares as may be held or
owned by the Offeror pursuant
to the Distribution in Specie,
in exchange for the Consideration
Shares in accordance with the
terms and conditions set out
in the Offer Announcement;
"Shareholder(s)" the shareholder(s) of the Company;
"Stock Exchange" The Stock Exchange of Hong
Kong Limited; and
"Takeovers Code" The Hong Kong Code on Takeovers
and Mergers.
On behalf of the Board
Asian Growth Properties Limited
Lu Wing Chi
Executive Director
Hong Kong, 5 April 2017
As at the date of this announcement, the Board comprises of the
following Directors:
Richard Öther Prickett (Non-executive Chairman and Independent
Non-executive Director)
Lu Wing Chi (Executive Director)
Lambert Lu (Executive Director)
David Andrew Runciman (Executive Director)
Lincoln Lu (Executive Director)
Lam Sing Tai (Non-executive Director)
John David Orchard Fulton (Independent Non-executive
Director)
The Directors jointly and severally accept full responsibility
for the accuracy of the information contained in this announcement
and confirm, having made all reasonable inquiries, that to the best
of their knowledge, opinions expressed in this announcement have
been arrived at after due and careful consideration and there are
no other facts not contained in this announcement, the omission of
which would make any statements in this announcement
misleading.
This announcement contains inside information.
For more information, please contact:
Lu Wing Chi Tel: +852 2828 6363
Executive Director
Asian Growth Properties
Limited
Richard Gray/Andrew Potts/Atholl Tel: +44 207 886 2500
Tweedie
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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