Asian Growth Properties Limited Further re share exchange offer (4524F)
May 17 2017 - 9:54AM
UK Regulatory
TIDMAGP
RNS Number : 4524F
Asian Growth Properties Limited
17 May 2017
ASIAN GROWTH PROPERTIES
NAN LUEN INTERNATIONAL LIMITED
LIMITED (An Exempted Company Registered
(Incorporated in Bermuda in Bermuda
with limited liability) with Limited Liability
with Registered No. 52097)
(AIM Stock Code: AGP)
JOINT SUPPLEMENTAL ANNOUNCEMENT
RELATING TO COMPLETION OF DISTRIBUTION IN SPECIE
SATISFACTION OF THE PRE-CONDITION FOR THE SHARE EXCHANGE
OFFER
AND
FURTHER DELAY IN DESPATCH OF COMPOSITE DOCUMENT
Financial adviser to Nan Luen International Limited
Reference is made to the joint announcement of S E A Holdings
Limited ("SEA") and Nan Luen International Limited (the "Offeror")
dated 31 March 2017 in relation to, among other things, the Share
Exchange Offer (the "Joint Announcement"), the joint announcement
of SEA and the Offeror dated 18 April 2017 in relation to the
revised timetable and the joint announcement of the Offeror and
Asian Growth Properties Limited ("AGP") dated 5 May 2017 in
relation to the delay in despatch of the Composite Document (the
"Delay in Despatch Announcement"), and the announcements of SEA and
AGP dated 15 May 2017 in relation to, among other things,
completion of the SP Agreement and the Distribution in Specie (the
"Completion of Distribution Announcement"). Unless the context
otherwise requires, capitalised terms used herein shall bear the
same meanings as defined in the Joint Announcement.
SATISFACTION OF THE PRE-CONDITION
As disclosed in the Completion of Distribution Announcement,
completion of the Distribution in Specie took place on 15 May 2017.
The Pre-condition to the making of the Share Exchange Offer by the
Offeror has therefore been satisfied.
FURTHER DELAY IN DESPATCH OF COMPOSITE DOCUMENT
Pursuant to Rule 8.2 of the Takeovers Code, the Composite
Document, together with the accompanying form of acceptance and
transfer regarding the Share Exchange Offer, are required to be
despatched to the AGP Qualifying Shareholders (both existing and
arising as a result of the Distribution in Specie) within 35 days
of the date of the Joint Announcement, i.e. on or before 5 May
2017, unless consent is granted by the Executive to extend the
deadline for the despatch of the Composite Document. As disclosed
in the Delay in Despatch Announcement, the Executive has granted
its consent and extended the latest time for the despatch of the
Composite Document to 16 May 2017.
As additional time is required to finalise the information to be
included in the Composite Document, an application has been made to
the Executive pursuant to Rule 8.2 of the Takeovers Code for its
consent to further extend the latest time for the despatch of the
Composite Document and the accompanying form of acceptance and
transfer regarding the Share Exchange Offer to no later than 5 June
2017, and the Executive has indicated that it is minded to grant
such consent.
Further announcement(s) will be jointly made by the Offeror and
AGP as and when appropriate.
On behalf of the board On behalf of the AGP Board
of directors of of
Nan Luen International Asian Growth Properties
Limited Limited
Lu Wing Chi Lincoln Lu
Director Chief Executive Officer
and Executive Director
Hong Kong, 17 May 2017
The directors of the Offeror as at the date of this joint
announcement are:
Lu Wing Chi
Lincoln Lu
Lambert 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) 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.
For more information, please contact:
Lincoln Lu Tel: +852 2828 6363
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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