TIDMAGP
RNS Number : 6839M
Asian Growth Properties Limited
17 October 2016
17 October 2016
Asian Growth Properties Limited
("AGP" or the "Company")
Proposed Migration from the British Virgin Islands to
Bermuda
The Company, the Hong Kong based China property development and
investment company, announces that it intends to seek the approval
of the Shareholders to de-register the Company as an exempted
limited liability company in the British Virgin Islands and
re-register, by way of continuation, in Bermuda.
1. INTRODUCTION
The Company is currently incorporated under the laws of the
British Virgin Islands. It is proposed that the Company de-register
as a limited liability business company in the British Virgin
Islands and re-register, by way of continuation, as a limited
liability exempted company in Bermuda.
A circular to be despatched by the Company will provide the
Shareholders with further information on the Migration and the
reasons why the Directors consider that the Migration is in the
best interests of the Company and its Shareholders as a whole and
why the Directors are recommending the Shareholders to vote in
favour of the Migration at the EGM. If the Resolutions are passed,
the Board will be authorised to implement the Migration and the
changes explained herein without seeking any further authority from
the Shareholders.
In addition to requiring the Shareholders' approval, the
Migration is also subject to regulatory approval from the Bermuda
Monetary Authority for approving the continuation of the Company as
a limited liability exempted company in Bermuda. Under the AIM
Rules, the Migration also requires the Company to apply for
readmission of the Company's Ordinary Shares to trading on AIM.
As advised by the Company's legal advisers as to the laws of
Bermuda, the Shareholders shall fix the maximum number of Directors
and may authorise the Directors to elect or appoint a person to act
as additional Director up to such maximum number upon continuation
of the Company in Bermuda. Accordingly, the Directors propose to,
conditional upon the continuance of the Company in Bermuda as an
exempted company under the laws of Bermuda, seek the approval of
the Shareholders at the EGM to fix the maximum number of Directors
at 20 and to grant an authority to the Directors to fill vacancies
on the Board or appoint additional Directors up to such maximum
number if necessary.
A resolution will also be sought at the EGM for the cancellation
of the entire amount standing to the credit of the share premium
account of the Company and for the credit to be transferred to the
contributed surplus account of the Company to be applied in
accordance with the Amended Bye-laws and the Companies Act. Share
premium under the Companies Act is one of the accounts by which the
Bermuda government fee payable on the Migration and annually is
assessed. The cancellation of the share premium account will result
in a lower government fee being payable upon the Migration.
Contributed surplus under the Companies Act is considered a
distributable reserve of the Company.
2. reasons for the MIGRATION
Recently, the British Virgin Islands came under a considerable
amount of adverse publicity following the publication in early 2016
of a major leak of documents from a Panamanian law firm. A large
number of people (including celebrities) have purportedly been
suspected of using British Virgin Islands companies for tax
avoidance and other illegitimate activities. Given this, the
Directors believe that a British Virgin Islands domicile may no
longer be suitable for publicly listed companies. As a result,
being domiciled in the British Virgin Islands may be a barrier to
certain investors wishing to invest in the Company. Having
considered various alternatives, the Directors propose the
Migration for the following reasons:
-- The Directors believe Bermuda has a highly regarded
regulatory regime. It is also the domicile of choice of many listed
companies, particularly those listed on The Stock Exchange of Hong
Kong. Bermudan domiciled companies are also listed on a number of
other stock exchanges ranging from the Singapore Stock Exchange to
the Toronto Stock Exchange.
-- The Company may consider a listing on The Stock Exchange of
Hong Kong Limited in the future. Given Bermuda's general acceptance
by the investment community in Hong Kong, which the Directors
believe is greater than companies domiciled in the British Virgin
Islands, the move to Bermuda will give the Company potential added
flexibility in the future.
-- Like the British Virgin Islands, Bermuda does not impose any
form of taxation on exempted companies not based in Bermuda.
Accordingly, the move from the British Virgin Islands to Bermuda
should have a neutral effect on the Company's existing tax
structure.
-- Migration from the British Virgin Islands to Bermuda is
relatively straight-forward.
-- Neither the British Virgin Islands nor Bermuda imposes
withholding tax on dividends from companies incorporated in those
jurisdictions, nor are transfers of shares in such companies
chargeable to capital gains or other taxes in the British Virgin
Islands or Bermuda. Therefore, the Migration should not affect the
tax position of Shareholders in receiving dividends or other
distributions from the Company or the tax position of Shareholders
buying or selling shares of the Company. There are no applicable
double taxation treaties in the British Virgin Islands or Bermuda
for investors not domiciled in the British Virgin Islands or
Bermuda.
3. SUMMARY OF CHANGES TO AMED BYE-LAWS UPON MIGRATION AND
COMPARISON BETWEEN BRITISH VIRGIN ISLANDS AND BERMUDA COMPANY
LAW
As part of the Migration process, the Company will be required
to adopt the Amended Bye-laws, a copy of which is appended to the
circular to be despatched to the Shareholders. The Amended Bye-laws
are materially similar to the existing memorandum and articles of
association of the Company. The operation of Company shall be
governed by the Companies Act instead of the British Virgin Island
Business Companies Act upon the Migration. A summary of the key
differences between the existing articles of association of the
Company and the Amended Bye-laws, as well as a comparison between
British Virgin Islands and Bermuda company law which, in the
opinion of the Directors, are relevant for the Shareholders, are
set out in the circular.
4. SECURITIES MATTERS
As a result of the Migration, to reflect that the Ordinary
Shares will become common shares of a Bermudan company, the ISIN
and SEDOL will be required to be changed. Under the AIM Rules, the
Migration requires the Company to seek cancellation and readmission
of the Ordinary Shares to trading on AIM. In accordance with the
AIM Rules, the Company will provide certain additional information
by way of disclosure in an AIM Schedule 1 announcement. It is
currently expected that the cancellation and readmission of the
Ordinary Shares to trading on AIM will occur on 2 December, 2016,
however this is subject to the approval of the London Stock
Exchange plc and is therefore subject to change. The AIM Schedule 1
announcement will be made available on the Company's website.
5. Circular to Shareholders
As described above, the proposed Migration is subject to the
satisfaction of certain conditions, including approval of the
Shareholders at the EGM. The circular will today be posted to the
Shareholders which will contain a notice of EGM and further details
of the proposed Migration.
The circular includes a notice of the EGM to be held at the
Board Room, 26th Floor, Dah Sing Financial Centre, 108 Gloucester
Road, Wanchai, Hong Kong on Thursday, 10 November 2016, at 4:30
p.m. (Hong Kong time) (8:30 a.m.) (London time).
Copies of the circular will be available to the public, free of
charge, at the Company's principal place of business at 25th Floor,
Dah Sing Financial 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 will also be available on the Company's
website, www.asiangrowth.com.
For more information, please contact:
Lu Wing Chi Tel: +852 2828 6363
Executive Director
Asian Growth Properties Limited
Richard Gray Tel: +44 207 886 2500
Andrew Potts
Atholl Tweedie
Panmure Gordon (UK) Limited
(Nominated Advisor)
...............................................................................................................................
The following definitions apply throughout this announcement
unless the context requires otherwise:
"AGP" or the "Company" Asian Growth Properties Limited, a company incorporated in the British Virgin Islands whose
shares are traded on AIM Market of the London Stock Exchange plc (Stock code: AGP);
"AIM" AIM, a market operated by the London Stock Exchange plc;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange plc;
"Amended Bye-laws" the memorandum of continuance and bye-laws of the Company to be adopted at the EGM;
"Board" the board of Directors;
"Companies Act" the Companies Act 1981 of Bermuda;
"Depositary Interests" depositary interests representing Ordinary Shares;
"Director(s)" the director(s) of the Company;
"EGM" the extraordinary general meeting of the Company to be convened at the Board Room, 26th
Floor,
Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong at 4:30 p.m. (Hong Kong
time) (8:30 a.m. London time) on Thursday,10 November 2016, notice of which is set out in
the circular;
"Migration" the change of domicile of the Company from the British Virgin Islands to Bermuda by way of
de-registration as a company under the laws of British Virgin Islands and continuation of
the Company as an exempted company under the laws of Bermuda;
"Ordinary Shares" ordinary shares of US$0.05 each in the capital of the Company;
"Resolutions" the special resolutions to be proposed at the EGM and set out in the notice of EGM in the
circular; and
"Shareholders" holders of the Ordinary Shares and/or holders of the Depositary Interests.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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