Proposed demerger of certain assets

RNS Number : 3251M

Aseana Properties Limited

07 May 2020

 

7 May 2020

Aseana Properties Limited

("Aseana" or the "Company")

Proposal to demerge certain assets in exchange for the buyback

 of outstanding Shares and an update on asset Sales

Aseana Properties Limited (LSE: ASPL LN), a property developer in both Malaysia and Vietnam which is listed on the Main Market of the London Stock Exchange, announces that it is considering proposals to demerge certain assets held by the Company in exchange for the buyback and cancellation of a significant percentage of the issued ordinary shares of US$0.05 each in the capital of the Company (the "Shares").

The board of directors are considering undertaking a transaction as described below (the "Transaction") which would involve buying back the Shares owned by Ireka Corporation Berhad ("Ireka") and its concert party Legacy Essence Limited ("Legacy Essence") along with certain other Shareholders (the "Participating Shareholders") who together own approximately 50% in aggregate of the outstanding shares in the Company. The consideration would be an in specie distribution of certain assets owned by the Company to the Participating Shareholders together with a balancing cash payment from Participating Shareholders to the Company to reflect the relative value of the assets to be distributed and the value of the shareholding of the Participating Shareholders as at the date of the buyback. The Company will assess the net book value of the Company's assets for the purposes of the Transaction based on the unaudited net asset value as at 31 December 2019 and has agreed with Ireka that adjustments should be made, where appropriate, to reflect the settlement of potential claims that ASPL may have against Ireka or its group companies in connection with the Company's projects, including the settlement of amounts owing by a subsidiary of Ireka to the Company relating to the construction of The RuMa Hotel and Residences in Kuala Lumpur ("RuMa"). It is presently contemplated that the assets that will be distributed in specie will comprise RuMa, a portion of the land owned by the Company in Kota Kinabalu and the residual projects from past developments. Any Shares so acquired by the Company would be cancelled. Following the Transaction there would be a complete separation of interests of Ireka and Legacy Essence from the Company.

The Directors now intend to consult with other key Shareholders in the Company for their views on the proposed Transaction.

This Transaction would require the passing of a special resolution of Shareholders (including the Participating Shareholders) which will require the approval of 66 2/3% of those voting at an Extraordinary General Meeting ("EGM") which it is expected would be convened to be held in June 2020. Approvals would also be sought from other parties including shareholders in Ireka and the Company's bankers and holders of Medium Term Notes issued in relation to the financing of RuMa.

Should the Directors decide that the Transaction is in the interests of all Shareholders, a Circular to Shareholders and associated Notice of EGM will be issued in due course.

Notwithstanding the Movement Control Order which is in place in Malaysia and government restrictions for foreigners entering Vietnam, the Company has continued to maintain a dialogue with prospective buyers of its assets. It intends to re-engage fully with them as soon as the movement restrictions are lifted.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (2014/596/EU).

For further information:

Aseana Properties Limited	Tel: [phone]
(via Tavistock)
Liberum Capital	Tel: [phone]
Gillian Martin / Owen Matthews
Tavistock	Tel: [phone]
Jeremy Carey / James Verstringhe

 

END

 

 

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