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Asian Growth Props (AGP)

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Tuesday 19 September, 2006

Asian Growth Props

Acquisition

Asian Growth Properties Limited
19 September 2006

This announcement is not for release, publication or distribution in or into
Australia, Canada, Hong Kong, Japan, The Republic of Ireland, South Africa or
the United States of America.



19 September 2006



                        ASIAN GROWTH PROPERTIES LIMITED



AGP ACQUIRES PROPERTY PORTFOLIO IN HONG KONG AND CHINA FOR HK$4,430 MILLION
(£302 MILLION)

Asian Growth Properties Limited (AIM stock code: AGP), the Hong Kong based
property development and investment company has conditionally agreed to acquire
a portfolio of six properties in Hong Kong and China from its major shareholder
S E A Holdings Limited ('SEA') for approximately HK$4,430 million (£302
million).  These properties are currently held by the Target Group.
Accordingly, it is proposed that the Company will acquire the Target Company
from SEA.  The consideration will be satisfied by the issue to SEA of
668,653,817 Ordinary Shares and the payment of approximately HK$500 million (£34
million) in cash from AGP's existing cash reserves. The property portfolio is
valued at approximately HK$6,425 million (£437 million) and represents the
majority of SEA's portfolio of Hong Kong and China property interests.

Due to the size of the transaction relative to the size of AGP and SEA's
shareholding in AGP, the proposed transaction constitutes a related party
transaction and a reverse takeover for AGP under the AIM Rules.

Highlights:

*    AGP currently has a property portfolio consisting of three development 
     properties and one investment property, all located in Hong Kong.  AGP's 
     total asset value and net asset value were, as at 30 June 2006, HK$2,221 
     million (£151 million) and HK$1,575 million (£107 million) respectively.

*    AGP has negotiated a unique opportunity to purchase the property portfolio 
     from SEA at market value, determined by Savills, an independent, 
     internationally recognised professional valuer. The total asset
     value and net asset value of the Target Group as at 30 June 2006 were 
     HK$7,742  million (£527 million) and HK$4,403 million (£302 million) 
     respectively.

*    SEA is the major shareholder of AGP holding approximately 85.42% of the 
     Existing Ordinary Shares. The portfolio of properties in the Target 
     Company comprises the majority of SEA's real property investment
     and development assets in Hong Kong and China. Upon Completion of the 
     Acquisition, the Target Company will become a wholly-owned subsidiary of 
     AGP and SEA will increase its shareholding interest in AGP to
     approximately 96.42%.

*    The combined portfolios (after deducting approximately HK$500 million 
     (£34 million) cash consideration) will increase AGP's total asset value 
     and net asset value to HK$9,463 million (£644 million) and HK$5,505 million
     (£375 million) respectively and the proposed Acquisition will, in one 
     transaction, facilitate AGP's entry into the China property market.

*    The consideration for the proposed transaction is expected to be in the 
     region of HK$4,430 million (£302 million) (subject to a cash adjustment 
     upon Completion).  This figure is based on the net asset value of
     the Target Group adjusted to take account of property valuations and 
     minority interests.

*    The consideration will be paid partly by the issue by AGP to SEA of 
     668,653,817 Consideration Shares at a price of 40 pence per share (and 
     based on an exchange rate of £1.00 = HK$14.693). The balance of
     HK$500 million (£34 million) will be settled in cash from AGP's existing 
     cash balances.

*    The deemed issue price of 40 pence per share represents a premium of 19.74%
     over the average trading price of the AGP shares on AIM over the last three
     months ended 15 September 2006 and a discount of 18.78% to the net asset 
     value per AGP share as at 30 June 2006. The Board considers this 
     transaction to be fair and reasonable and that the 14.17% dilution in net 
     asset value per Existing Ordinary Share on completion of the transaction 
     impacting Shareholders is, in the opinion of the Board, more than
     compensated by the quality, value and potential of the property portfolio 
     being purchased from SEA.

*    The transaction is subject to the approval of AGP Shareholders at an EGM 
     to be held at 5:00 p.m. (Hong Kong time) on 4 October 2006. AGP expects 
     the Enlarged Share Capital of AGP to be admitted to trading on
     AIM on 5 October 2006.

*    As part of the Proposals, a Management Agreement between the Company and 
     SEA has been negotiated, pursuant to which SEAIA will undertake to manage 
     AGP's investment and development assets. The Company is particularly 
     pleased with the terms and conditions of the management agreement given 
     SEAIA's management team have been operating in Hong Kong and China for 
     50 years and have wide experience in property development and investment.



Commenting on the proposed transaction, Don Fletcher, Chief Executive Officer of
AGP said:

'The Board of AGP unanimously endorses this transaction and see it as an
exciting expansion of AGP's activities in China and Hong Kong.  We recommend
that Shareholders vote in favour of the Resolution.  It is not often that an
opportunity to purchase a portfolio of assets presents itself in the Hong Kong
and China market'.



This summary should be read in conjunction with the full text of this
announcement.



ENQUIRIES



Don Fletcher

Tel: +61 414693968

Asian Growth Properties Limited



David Mathewson

Tel: +44 (0) 7730 074777

Asian Growth Properties Limited



Richard Gray

Andrew Potts

Tel: +44 (0) 20 7459 3600

Panmure Gordon (Broking) Limited



Abigail Singleton

Leesa Peters

Tel: +44 (0) 20 7429 6666

Conduit PR

abigail@conduitpr.com / leesa@conduitpr.com



The Admission Document will be available on AGP's website www.asiangrowth.com
and at the offices of Stephenson Harwood, One St. Paul's Churchyard, London EC4M
8SH.

This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any securities or any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, such securities by any person in any
circumstances, and in any jurisdiction, in which such offer or solicitation is
unlawful.  Accordingly, copies of this announcement are not being and must not
be mailed or otherwise distributed or sent in or into or from the United States,
Canada, Australia, the Republic of Ireland, South Africa or Japan and any person
receiving this announcement (including, without limitation, custodians, nominees
and trustees) must not distribute or send it in or into or from the United
States, Canada, Australia, the Republic of Ireland or Japan.

The Ordinary Shares have not been, and will not be registered under the United
States Securities Act of 1933, as amended (the 'Securities Act') or under the
securities legislation of any state of the United States, and may not be offered
or sold in the United States.  The relevant clearances have not been, and will
not be, obtained from the Securities Commission of any province or territory of
Canada; no document in relation to the Admission or the Offer has been, or will
be, lodged with, or registered by, The Australian Securities and Investments
Commission; no registration statement has been, or will be, filed with the
Japanese Ministry of Finance in relation to the Admission or the Offer; and no
registration statement has been, or will be, filed with the Irish Stock Exchange
in relation to the Admission or the Offer. Accordingly, subject to certain
exceptions, the Common Shares the subject of the Offer may not, directly or
indirectly, be offered or sold within the United States, Canada, Australia,
Japan or the Republic of Ireland or offered or sold to a resident of the United
States, Canada, Australia, Japan or the Republic of Ireland.

This press release may contain forward-looking statements with respect to AGP
and its operations, strategy, financial performance and condition.  These
statements generally can be identified by use of forward looking words such as
'may', 'will', 'expect', 'estimate', 'anticipate', 'intends', 'believe' or
'continue' or the negative thereof or similar variations.  The actual results
and performance of AGP could differ materially from those expressed or implied
by such statements.  Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations, including that
the transaction contemplated herein is completed.  Important factors that could
cause actual results to differ materially from expectations include, among other
things, general economic and market factors, competition, changes in government
regulation.  The cautionary statements qualify all forward-looking statements
attributable to AGP and persons acting on its behalf.  Unless otherwise stated,
all forward-looking statements speak only as of the date of this press release
and the parties have no obligation to update such statements.

This announcement has been issued by, and is the sole responsibility of, AGP.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. This announcement has not been examined or
approved by the FSA or the London Stock Exchange or any other regulatory
authority.

Panmure Gordon (Broking) Limited is nominated adviser and broker to the Company
for the purpose of the AIM Rules. Panmure Gordon (Broking) Limited, which is
authorised and regulated in the United Kingdom by the Financial Services
Authority and is a member of the London Stock Exchange, is acting exclusively
for the Company in relation to the Proposals. Panmure Gordon (Broking) Limited
is not acting for any other person in connection with the matters referred to in
this announcement and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Panmure Gordon (Broking)
Limited or for giving advice in relation to the matters referred to in this
announcement.

This announcement is not for release, publication or distribution in or into
Australia, Canada, Hong Kong, Japan, The Republic of Ireland, South Africa or
the United States of America.


19 September 2006


                        ASIAN GROWTH PROPERTIES LIMITED


AGP ACQUIRES PROPERTY PORTFOLIO IN HONG KONG AND CHINA FOR HK$4,430 MILLION
(£302 MILLION)


Introduction

On 19 September 2006, the Board announced that it had conditionally agreed to
acquire a portfolio of six investment and development properties in Hong Kong
and China from SEA. These properties are currently held by the Target Group.
Accordingly, it is proposed that the Company will acquire the Target Company
from SEA.

The total consideration for the Acquisition is approximately HK$4,430 million
(£302 million), subject to a cash adjustment to reflect the actual NAV of the
Target Group as at the Completion Date. The Company will pay approximately
HK$3,930 million (£268 million) of the total consideration in the form of new
Ordinary Shares to be issued by the Company to SEA at 40 pence per share with
the remainder of approximately HK$500 million (£34 million) to be paid in cash.
The Company intends to finance the cash portion of the consideration using its
existing internal cash reserves.

On Completion, the Company will also enter into the Management Agreement with
SEAIA (a wholly-owned subsidiary of SEA) pursuant to which SEAIA will provide
the Company with corporate, property management and other related services.

In view of the size of the Target Group relative to the Company, the Acquisition
will constitute a reverse takeover of the Company under the AIM Rules and will
require the prior approval of Shareholders at the EGM, notice of which is set
out at the end of the Admission Document.

In addition, as SEA is a significant shareholder in the Company, both entering
into the Acquisition Agreement and the Management Agreement constitute related
party transactions under the AIM Rules. Pursuant to Rule 13 of the AIM Rules,
the Independent Directors consider, having consulted with the Company's
nominated adviser, Panmure Gordon, that the Proposals are fair and reasonable
insofar as the Shareholders are concerned.

An irrevocable undertaking has been duly received from SEA to vote in favour of
the Resolution, and subject to the other conditions set out in the Acquisition
Agreement being satisfied (and/or waived), trading of the Existing Ordinary
Shares on AIM will be cancelled and the Enlarged Share Capital will be admitted
to trading on AIM. Dealings on AIM in the Enlarged Share Capital are expected to
commence on 5 October 2006. If the Acquisition is not completed, dealings in the
Existing Ordinary Shares will continue.

SEA is the major Shareholder of the Company, holding approximately 85.42 per
cent. of the Existing Ordinary Shares. The Consideration Shares represent 75.44
per cent. of the Enlarged Share Capital. Accordingly, on Completion of the
Acquisition, SEA will hold 96.42 per cent. of the Enlarged Share Capital.

The Company has today dispatched the Admission Document to its Shareholders. The
Admission Document has been dispatched from Hong Kong.  Included in the
Admission Document are further details of the Proposals. In addition, the
Directors have convened an Extraordinary General Meeting to be held at 5:00 p.m.
(Hong Kong time) on 4 October 2006 at which Shareholders will be asked to
consider and, if thought fit, pass an ordinary resolution to implement the
Proposals. Details of the Extraordinary General Meeting and the Resolution are
contained in the Notice of EGM set out at the end of the Admission Document.


BACKGROUND TO AND REASONS FOR THE PROPOSALS

The Acquisition represents an exciting opportunity for the Group to increase the
size of its property portfolio at an attractive price. In addition, the
Directors are of the view that the Acquisition is consistent with the Company's
stated strategy of property investment and development in the Asia Pacific
region, with an initial focus on Hong Kong and China. In particular, the
Acquisition enables the Company to make an entry into the China property market.

Whilst the Company's principal focus will remain property development, the
Directors are of the view that maintaining a complementary portfolio of
Investment Properties will provide the Company with a stable cash flow to
complement its development activities.

On Completion, the Enlarged Group will have six development properties and four
investment properties, which should enhance the Company's position in the
investment market and enable it to seek a broader institutional shareholder base
over time.

The Company is currently operating under an informal arrangement with SEA which
allows for the Company to utilise SEA's accounting, secretarial and project
management resources on a cost sharing basis. This arrangement has made economic
sense for the Company and has allowed the Company to commence operations without
large set-up costs and an overhead structure disproportionate to its level of
assets, and at a cost significantly lower than would have been incurred in
independently providing these resources. At the time of its admission to AIM in
January 2006, the Board undertook to review these management arrangements. Now
that the Company is proposing to significantly increase the size of its
portfolio, the Board is of the view that it is appropriate to put in place
formal arrangements to ensure the proper management of its portfolio. Given that
the SEA Group has been active in property development and management in Hong
Kong and the PRC for 50 years, the Board is of the view that the SEA Group is
well placed to provide the management services which the Company requires. As a
result, the Company intends to enter into the Management Agreement with SEAIA.


INFORMATION ON AGP

The Company is the holding company of a commercial, retail and residential
property investment and development Group, headquartered in Hong Kong. The Group
currently owns four key property assets in Hong Kong. The total asset value and
the net asset value of AGP were, as at 30 June 2006, HK$2,221 million (£151
million) and HK$1,575 million (£107 million) respectively. The Group's objective
is the profitable realisation of its development assets and the enhancement of
the investment income and capital appreciation in respect of its investment
assets. It also seeks to identify and invest in further property opportunities
within Hong Kong, China and other high economic growth areas in the Asia Pacific
region.


INFORMATION ON SEA

SEA is a public company listed in Hong Kong (HKSE code: 251; market
capitalisation as at 15 September 2006 HK$2,640 million (£180 million)) with a
background in the business community dating back almost half a century. The SEA
Group was founded in 1956 under the name South-East Asia Investment and Agency
Company Limited and was listed on both the Far East and Kam Ngan Stock Exchanges
in Hong Kong in 1973. In 1989, SEA became the holding company of the SEA Group.
The SEA Group is headquartered in Hong Kong, and develops and invests in high
quality office, retail, residential and resort properties in Asia Pacific
countries including Hong Kong, China, Indonesia, New Zealand and Australia.


DESCRIPTION OF THE TARGET COMPANY AND THE PROPERTIES

The Target Group currently owns six property assets in Hong Kong and China which
have been independently valued by Savills at a total of HK$6,425 million (£437
million) as at 30 June 2006. Details of these Properties are as follows:

Dah Sing Financial Centre - No. 108 Gloucester Road, Wanchai, Hong Kong (the
'DSFC')

The DSFC comprises a 39-storey commercial building with ancillary car parking
facilities completed in 1991. The ground and 1st floor of the building are used
for retail purposes and the 6th to 38th floors are used for office purposes. The
property also comprises 137 covered car parking spaces and 27 open car parking
spaces located on the 2nd to 4th floors. The building is currently 88.3 per
cent. let and generates a monthly rent of approximately HK$6,900,000.

Three floors of the DSFC are currently occupied by the SEA Group. It is intended
that an arm's length lease to market will be negotiated between the Company and
SEA.

Wanchai is an area situated at the north of Hong Kong Island, stretching from
Canal Road in the east, to Arsenal Street in the west and Bowen Road in the
south. It is one of the busiest commercial areas in Hong Kong and includes a mix
of residential developments, hotels, shopping centres, entertainment facilities
and restaurants. Wanchai North features office towers, parks, hotels and a
world-class conference centre. The locality includes a highly-populated
residential zone (with approximately 170,000 inhabitants) in which the
Government has led a major district regeneration program over recent years.

28/F, No. 9 Queen's Road Central, Hong Kong (the 'Queen's Road Unit')

The Queen's Road Unit is the entire floor of a Grade A commercial building in
Central, Hong Kong. It is currently let and generates a monthly rent of
HK$273,865.

No. 9 Queen's Road Central is a 35-storey commercial building completed in 1991.
The ground to 2nd floors are for retail use, while the remaining floors are used
as offices.

Central is the seat of the Hong Kong government and the financial and banking
hub of Hong Kong.

Nos. 6-20 Leighton Road, Hong Kong (the 'Leighton Road Development')

The Leighton Road Development comprises two adjoining lots, which are currently
under construction. It is intended that the Leighton Road Development will be
developed into a 30-storey hotel comprising 206 guest rooms with two car parking
spaces, one coach parking space, two lay-bys and one loading/unloading bay. The
proposed hotel is scheduled to be completed by the end of 2008.

The Leighton Road Development is located at the junction of Causeway Bay and
Happy Valley. Causeway Bay is popular for its nightlife and restaurants and also
has shopping malls favoured by locals. Happy Valley is mainly a residential
area. The Hong Kong Jockey Club's Hong Kong racecourse is situated in Happy
Valley.

Royal Green - No. 18 Ching Hiu Road, Sheung Shui, New Territories, Hong Kong
(the 'Royal Green')

The Royal Green is a private residential development comprising 922 residential
units contained in three 40-storey residential towers with ancillary
recreational and car parking facilities. The Target Group has a 55 per cent.
interest in the development, which is divided into two phases: Phase I completed
in 2005 and Phase II is scheduled to be completed in November 2006. As at 30
August 2006, there were in aggregate 308 unsold residential units in both
phases. There are nine visitors' car parking spaces, 126 private car parking
spaces and 13 motorcycle parking spaces on the ground floor of the development.
There is also a clubhouse exclusive to the residents.

Sheung Shui is part of the North District in Hong Kong. The North District is
one of Hong Kong's largest administrative districts and is separated from
Shenzhen by a river and three of the checkpoints leading to China - Lo Wu, Man
Kam To and Sha Tau Kok - are located here. Historically, farm land, as
urbanization continues, the rural areas of the North District are gradually
giving way to multi-storey residential blocks and various industrial and
commercial developments.

Plaza Central - 8 Shunchengda Street, Yanshikou, Chengdu, Sichuan Province,
China. ('Plaza Central')

Plaza Central comprises two new 30-storey office blocks erected on a common
podium having six commercial/retail floors and two car parking floors at
basement level. The Target Group has a 97 per cent. interest in the development.
Leasing of the retail and office space has commenced and a majority of the
retail space has been tenanted.

Chengdu, with a population of 12 million, is the provincial capital of Sichuan
province.

Westmin Plaza Phase II, Nos 48 - 58 Zhong Shan 7th Road, Li Wan District,
Guangzhou, Guangdong Province, China. ('Westmin Plaza')

Westmin Plaza is a parcel of land with a site area of approximately 13,109.23
sq.m. on which a mixed use development is under construction. The proposed
development will comprise 4 residential blocks and an office block erected on a
six-storey commercial/car parking podium. It is scheduled to be completed in the
first quarter of 2007. There will be a total of 646 residential units, the
majority of which have already been pre-sold.

Guangzhou, with a population of 8 million, is the largest city in southern
China.


INVESTMENT STRATEGY OF THE ENLARGED GROUP

On Completion, the Group will become a significant property investment and
development entity in Hong Kong and China with a total asset value of
approximately HK$9,463 million (£644 million).

The Acquisition represents an expansion of the Company's initial strategy of
deriving the majority of its revenues from the development and subsequent sale
of developed property assets. Given the current size of the Group's property
portfolio, the Board believes that a broader strategy of investing in a mix of
development and investment properties would mitigate some of the inherent risks
of relying purely on property development which is more susceptible to short
term market fluctuations. Going forward, the Board therefore intends to continue
investing in a property portfolio consisting of a mix of development and
investment assets.

Geographically, the Group intends to continue investing in the property sector
in Hong Kong, China and the wider Asia Pacific region. In particular, the
Company intends to focus on those sectors of the Asian markets where the
Directors believe that the Company has a competitive advantage by virtue of the
experience of the Directors and SEA.


FINANCIAL EFFECTS OF THE ACQUISITION ON THE GROUP


The Acquisition will have no significant adverse impact on the working capital
of the Group. In addition, on Completion:

*     the number of properties in the Company's portfolio will increase from 
      four to ten;
*     the market capitalisation of the Group on re-Admission will increase from 
      HK$1,279 million (£87 million) to HK$5,209 million (£355 million) (based 
      on 40 pence per Ordinary Share);
*     the Group's NAV will rise from HK$1,575 million (£107 million) as at 
      30 June 2006 to HK$5,505 million (£375 million); and

*     the Group will continue to be conservatively geared and will maintain 
      substantial reserves.



CURRENT TRADING AND PROSPECTS

The Group

The current trading of the Group is in line with the expectations of the
Directors.


Target Group

The current trading of the Target Group is in line with the expectations of the
directors of SEA.


Based on the Directors' review of the Target Group, the current trading of the
Target Group is also in line with the expectations of the Directors.


The Enlarged Group

The Directors intend to continue investing in a manner consistent with the
Group's investment strategy and, over the next twelve months, AGP's main
objectives will be to:

*     progress the planning, construction and sale of the development 
      properties of the Enlarged Group;

*     actively manage the investment properties of the Enlarged Group; and

*     source additional investment opportunities within the Asia Pacific 
      region in order to enhance the overall net asset value of the Enlarged 
      Group.



TURNOVER

Both the Group and the Target Group derive their turnover from property
investment and development in Hong Kong and China. The table below shows the
source of this turnover:

AGP
                                                                                2004             2005
                                                                             HK$'000          HK$'000
Property development                                                           4,126            9,840
Property investment                                                            1,323            1,860
                                                                               5,449           11,700


Target Group
                                                          2003                 2004             2005
                                                       HK$'000              HK$'000          HK$'000
Gross rental income                                     94,475               62,623           64,988
Lease surrender income                                   2,279                    -            2,509
Gross proceeds from sale of properties                   9,399                    -          431,695
Other revenue                                                -                1,536            1,221
                                                       106,153               64,159          500,413


PRINCIPAL TERMS OF THE ACQUISITION AGREEMENT

SEA and the Company have entered into the Acquisition Agreement, pursuant to
which the Company will acquire the Target Group from SEA. The aggregate
consideration payable by the Company to SEA for the Acquisition will be the
actual net asset value of the Target Group on the Completion Date as adjusted
for the property revaluation of the Properties as at 30 June 2006. The
consideration for the Acquisition, based on Adjusted June 2006 NAV is expected
to be approximately HK$4,430 million (£302 million) and will be payable by the
issue by the Company to SEA (or such company as it shall nominate) of the
Consideration Shares at the Issue Price (based on an exchange rate of £1.00 =
HK$14.693) with the balance of approximately HK$500 million (£34 million) to be
satisfied in cash. The value of the Consideration Shares at the Issue Price is
approximately HK$3,930 million (£268 million). Following Completion, the Actual
Adjusted NAV as at the Completion Date will be calculated and the difference
between the Adjusted June 2006 NAV and the Actual Adjusted NAV as at the
Completion Date will be settled in cash.

The Consideration Shares will be issued credited as fully paid and will, in
aggregate, represent approximately 75.44 per cent. of the Enlarged Share
Capital. The cash portion of the Consideration is to be provided from the
existing cash resources of the Company. The Acquisition is conditional upon
(inter alia) the Shareholders passing the Resolution and Admission becoming
effective.

The Acquisition Agreement provides that, in the event that, the property
situated at Nos 6-20 Leighton Road, Hong Kong is sold within six months of
Completion, SEA is entitled to receive 80 per cent. of the net profit received
by the Company in respect of the sale. This arrangement has been put in place
due to SEA's reluctance to sell the property to the Company, SEA having received
an unsolicited offer for this Property in excess of its current valuation.

The Acquisition Agreement has been negotiated by the Independent Directors on
behalf of the Company and entered into on an arm's length basis.



PRINCIPAL TERMS OF THE MANAGEMENT AGREEMENT

On Completion, the Company will enter into the Management Agreement with SEAIA
(a wholly owned subsidiary of SEA) whereby the Company will appoint SEAIA to
provide certain corporate and property management services to the Company. The
services will include investment property and development project management
services in respect of the Enlarged Group's property portfolio.

Pursuant to the Management Agreement, SEAIA shall, inter alia, manage the assets
of the Enlarged Group in accordance with the Group's investment policy,
negotiate and supervise borrowings, advise the Enlarged Group generally in
relation to investment trends and market movements and perform all the functions
of a development project manager and managing agent.

In consideration of the services to be provided to the Company by SEAIA pursuant
to the terms of the Management Agreement, SEAIA shall receive the following
fees:

(a)   a sourcing fee equal to one per cent. (1%) of the total acquisition 
      value of real property investments upon completion of the relevant 
      acquisition;
(b)   a project management fee equal to five per cent. (5%) of the development 
      costs in relation to properties held for development; and
(c)   an annual portfolio management fee payable at the rate of one per cent. 
      (1%) per annum on the gross asset value of the Group subject to a minimum 
      of HK$100 million per annum.

The Management Agreement is terminable by either party giving 12 months' notice
in writing provided that such notice shall expire on or after the 5th
anniversary of the date of Admission. The Management Agreement has been
negotiated by the Independent Directors on behalf of the Company and entered
into on an arm's length basis.


RELATIONSHIP BETWEEN THE COMPANY AND SEA

SEA has entered into a controlling shareholder agreement with the Company. Under
the terms of this agreement, the Company shall at all times be capable of
operating its business independently of SEA and all transactions and
relationships between the Company and SEA (and their related parties) will be at
arm's length and on normal commercial terms.


POTENTIAL CONFLICT OF INTEREST

The SEA Group has property and non-property related investments within Hong
Kong, China, the wider Asian region and Australasia. The Enlarged Group will
have significant property investments in Hong Kong and China and intends to
invest in these areas and elsewhere in the Asia Pacific region.

The Group is mindful that SEA is a substantial Shareholder of the Company and
wishes to ensure that there is no conflict of interest, whether real or
perceived, between the investing interests of the Group and the SEA Group.
Accordingly, a potential conflict may arise in relation to property investment
opportunities. The Company and its nominated adviser, Panmure Gordon, have
discussed this openly with SEA and believe that the risk of conflicts of
interest is low for the following reasons:

(i)    the markets in which the two companies invest, or intend to invest, are 
       substantial. There are sufficient investment opportunities in those 
       markets to quickly exhaust the financial resources of both the Group 
       and SEA;

(ii)   following Completion, all of the SEA Group's material assets in Hong Kong
       and China will be owned by AGP and, accordingly, AGP will become a 
       significantly larger player in these markets than SEA; and

(iii)  SEA has entered into a controlling shareholders agreement with the 
       Company.


Accordingly, the Board does not feel that there is any further need to restrict
SEA's investment activities insofar as they may conflict with those of the
Enlarged Group.


DIRECTORS

It is intended, following Admission, that the composition of the Board will
remain the same. Brief biographies of the Directors are set out below:

David Carr Mathewson: Non-Executive Chairman and Independent Non-Executive
Director (aged 59)

Mr. Mathewson joined the Board in January 2006. He is chairman of Amazing
Holdings plc, Corsie Group plc and Talk 107 Edinburgh Limited and a non
executive director of Robertson Group Limited and Edinburgh UK Tracker Trust
plc. Mr Mathewson is a Trustee of The Royal Botanic Garden Edinburgh and is a
chartered accountant.

Donald Ian Fletcher: Chief Executive Officer and Executive Director (aged 52)

Mr. Fletcher joined the Board in March 2004. He is the Chairman of TTP and was
until January 2006 the Chief Executive Officer of TTP. Mr. Fletcher also has
responsibility for SEA Group operations in New Zealand and Australia. Mr.
Fletcher joined the SEA Group in 1991 as an executive based in Hong Kong and has
extensive knowledge of the property markets in the Asia Pacific region. Prior to
joining the SEA Group in 1991, Mr. Fletcher worked within the property sector in
Hong Kong.


Lu Wing Chi: Non-Executive Director (aged 60)

Mr. Lu joined the Board in March 2004. He is the Chairman and Managing Director
of SEA and is a director of many of its subsidiary and associated companies. Mr.
Lu has more than 40 years' experience in property investment and development in
Hong Kong and throughout the Asia-Pacific region. He is responsible for
international investment planning strategies within the SEA Group.

With effect from Admission, Mr. Lu will become an Executive Director. Further
details of his terms of appointment are set out at paragraph 6.2.1 of Part VIII
of the Admission Document.


David Andrew Runciman: Executive Director (aged 55)

Mr. Runciman joined the Board in January 2006. He is a Fellow of the Royal
Institution of Chartered Surveyors of the UK and has spent much of his working
career in Asia dealing with all aspects of residential and commercial real
estate markets. He formerly served as Chairman for Asia Pacific for CBRE, the
world's largest property services company. Mr. Runciman worked with Richard
Ellis (subsequently CBRE) for 30 years and was responsible for growing the
business from a company comprising just four professionals in 1977 to a company
with over 2,000 staff operating out of 54 offices throughout Asia in 2002. Mr.
Runciman is the Chief Executive Officer of Scottish and Oriental Estates which
is his own investment company and has been a resident of Hong Kong since 1977.


Chan Ka Wing: Finance Director (aged 34)

Mr. Chan joined the Board in June 2006 and is responsible for overseeing the
accounting and financial matters of the Group. He is a member of the American
Institute of Certified Public Accountants and an associate of the Hong Kong
Institute of Certified Public Accountants. Mr. Chan has experience in the
property, audit and finance fields.


Richard Other Prickett: Independent Non-Executive Director (aged 55)

Mr. Prickett joined the Board in January 2006. He is a Chartered Accountant and
has many years' experience in corporate finance. He was Chairman of Brancote
Holdings Plc from 1995 until its merger with Meridian Gold Inc. in July 2002. He
is a non-executive director of Patagonia Gold Plc, having previously been the
Chairman, and he is also a non-executive director of the Capital Pub Company
Plc.


As the Company will be pre-dominantly operating under the Management Agreement,
the Company shall have no other senior management members.


LOCK-IN/ORDERLY MARKET ARRANGEMENTS

Each of the Directors has undertaken to Panmure Gordon and as a separate
undertaking to the Company that he will not and he will use his reasonable
endeavours to procure so far as he is able that, prior to 16 January 2007, no
connected person of his will, without the prior written consent of Panmure
Gordon and save in certain circumstances, directly or indirectly, transfer,
sell, dispose of or otherwise encumber the legal or beneficial ownership of or
any interest in the Ordinary Shares held by him on the Original Admission Date
other than through Panmure Gordon and with a view to maintaining an orderly
market in the Ordinary Shares.

In respect of the Ordinary Shares held by them on the Original Admission Date,
each of SEA and TTP has entered into an orderly market agreement with the
Company and Panmure Gordon pursuant to which each has agreed that it will not,
prior to 16 January 2007, dispose of any interest of such Ordinary Shares held
by it at Admission, without the prior written consent of and other than through
Panmure Gordon and with a view to maintaining an orderly market in the Ordinary
Shares.

In respect of the Consideration Shares, SEA has entered into an orderly market
agreement with the Company and Panmure Gordon pursuant to which SEA has agreed
that it will not for a period of 12 months from Admission dispose of any
interest in the Consideration Shares held by it at Admission, without the prior
written consent of and other than through Panmure Gordon and with a view to
maintaining an orderly market in the Ordinary Shares.

In respect of 29,905,818 Ordinary Shares acquired by SEA in the period between
the Original Admission Date and Admission there are no lock-in or orderly market
arrangements.



RECOMMENDATIONS AND VOTING INTENTIONS

The Independent Directors, having consulted with the Company's nominated
adviser, Panmure Gordon, believe that the Proposals are fair and reasonable
insofar as the Shareholders are concerned. In providing advice to the
Independent Directors, Panmure Gordon has taken into account the Independent
Directors' commercial assessments.


RECOMMENDATIONS OF THE BOARD

The Board unanimously recommends that the Proposals are in the best interests of
the Company and that Shareholders should vote in favour of the Resolution.


EXPECTED TIMETABLE

Last time and date for receipt of Forms of Proxy   5:00 p.m. (Hong Kong time) on
for the Extraordinary General Meeting                             2 October 2006

Extraordinary General Meeting                      5:00 p.m. (Hong Kong time) on

                                                                
Admission and commencement of dealings in                         4 October 2006
Enlarged Share Capital on AIM                                     5 October 2006

Settlement of Consideration Shares                                5 October 2006



NOTES:

The rate of exchange used for the purposes of this announcement is £1.00 =
HK$14.693.

In this announcement, the symbols '£ and 'p' refer to pounds and pence sterling
respectively. Unless otherwise stated, all references to legislation refer to
the laws of the UK



ENQUIRIES



Don Fletcher

Tel: +61 (0) 414693968

Asian Growth Properties Limited



David Mathewson

Tel: +44 (0) 7730 074777

Asian Growth Properties Limited



Richard Gray

Andrew Potts

Tel: +44 (0) 20 7459 3600

Panmure Gordon (Broking) Limited



Abigail Singleton

Leesa Peters

Tel: +44 (0) 20 7429 6666

Conduit PR

abigail@conduitpr.com / leesa@conduitpr.com



The Admission Document will be available on AGP's website www.asiangrowth.com
and at the offices of Stephenson Harwood, One St. Paul's Churchyard, London EC4M
8SH.

This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any securities or any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, such securities by any person in any
circumstances, and in any jurisdiction, in which such offer or solicitation is
unlawful.  Accordingly, copies of this announcement are not being and must not
be mailed or otherwise distributed or sent in or into or from the United States,
Canada, Australia, the Republic of Ireland. South Africa or Japan and any person
receiving this announcement (including, without limitation, custodians, nominees
and trustees) must not distribute or send it in or into or from the United
States, Canada, Australia, the Republic of Ireland or Japan.

The Ordinary Shares have not been, and will not be registered under the United
States Securities Act of 1933, as amended (the 'Securities Act') or under the
securities legislation of any state of the United States, and may not be offered
or sold in the United States.  The relevant clearances have not been, and will
not be, obtained from the Securities Commission of any province or territory of
Canada; no document in relation to the Admission or the Offer has been, or will
be, lodged with, or registered by, The Australian Securities and Investments
Commission; no registration statement has been, or will be, filed with the
Japanese Ministry of Finance in relation to the Admission or the Offer; and no
registration statement has been, or will be, filed with the Irish Stock Exchange
in relation to the Admission or the Offer. Accordingly, subject to certain
exceptions, the Common Shares the subject of the Offer may not, directly or
indirectly, be offered or sold within the United States, Canada, Australia,
Japan or the Republic of Ireland or offered or sold to a resident of the United
States, Canada, Australia, Japan or the Republic of Ireland.

This press release may contain forward-looking statements with respect to AGP
and its operations, strategy, financial performance and condition.  These
statements generally can be identified by use of forward looking words such as
'may', 'will', 'expect', 'estimate', 'anticipate', 'intends', 'believe' or
'continue' or the negative thereof or similar variations.  The actual results
and performance of AGP could differ materially from those expressed or implied
by such statements.  Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations, including that
the transaction contemplated herein is completed.  Important factors that could
cause actual results to differ materially from expectations include, among other
things, general economic and market factors, competition, changes in government
regulation.  The cautionary statements qualify all forward-looking statements
attributable to AGP and persons acting on its behalf.  Unless otherwise stated,
all forward-looking statements speak only as of the date of this press release
and the parties have no obligation to update such statements.

This announcement has been issued by, and is the sole responsibility of, AGP.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. This announcement has not been examined or
approved by the FSA or the London Stock Exchange or any other regulatory
authority.

Panmure Gordon (Broking) Limited is nominated adviser and broker to the Company
for the purpose of the AIM Rules. Panmure Gordon (Broking) Limited, which is
authorised and regulated in the United Kingdom by the Financial Services
Authority and is a member of the London Stock Exchange, is acting exclusively
for the Company in relation to the Proposals. Panmure Gordon (Broking) Limited
is not acting for any other person in connection with the matters referred to in
this announcement and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Panmure Gordon (Broking)
Limited or for giving advice in relation to the matters referred to in this
announcement.


DEFINITIONS

In this announcement, unless the context requires otherwise, the following
expressions shall have the following meanings:

'Acquisition'                         the proposed acquisition by the Company and/or its nominated adviser
                                      of the entire issued share capital of the Target Company;

'Acquisition Agreement'               the conditional share sale and purchase agreement for the entire
                                      issued share capital of the Target Company dated 18 September 2006
                                      between: (1) SEA and (2) the Company;

'Actual Adjusted NAV'                 the actual NAV of the Target Company as shown in the actual unaudited
                                      consolidated balance sheet of the Target Company made up as at the
                                      Completion Date (but immediately prior to Completion);

'Adjusted June 2006 NAV'              the NAV of the Target Company as shown in the unaudited consolidated
                                      balance sheet of the Target Company made up as at 30 June 2006;

'Admission' or 're-Admission'         the re-admission of the Existing AGP Shares and the admission of the
                                      Consideration Shares to trading on AIM becoming effective in
                                      accordance with the AIM Rules;

'Admission Document'                  the document sent to Shareholders containing details of the
                                      Proposals, the Notice of EGM and other information related to the
                                      Admission;

'AIM'                                 AIM, the market of that name operated by London Stock Exchange plc;

'AIM Rules'                           the AIM rules for companies published by London Stock Exchange plc
                                      from time to time, governing admission to, and the operation of, AIM;

' Board' or 'Directors'               the directors of the Company, whose names are set out in this
                                      announcement;

'China' or 'PRC'                      the People's Republic of China (for the purposes of this announcement
                                      excluding Hong Kong, Macau and Taiwan);

'Company' or 'AGP'                    Asian Growth Properties Limited (AIM: AGP), an international business
                                      company incorporated and registered in the British Virgin Islands;

'Completion' or 'Completion of the    the completion of the Acquisition in accordance with the terms of the
Acquisition'                          Acquisition Agreement;

'Completion Date'                     the date on which Completion of the Acquisition takes place;

'Consideration Shares'                the 668,653,817 new Ordinary Shares to be allotted to SEA (or its
                                      nominated persons) on completion of the Acquisition in accordance
                                      with the terms of the Acquisition Agreement;

'CREST'                               the computerised settlement system to facilitate the transfer of
                                      title to, or interests in, securities in uncertificated form,
                                      operated in the UK by CRESTCo Limited;

'Enlarged Group'                      the Company and its subsidiaries as enlarged by the Acquisition;

'Enlarged Share Capital'              the issued share capital of the Company at Completion comprising the
                                      Existing Ordinary Shares and the Consideration Shares;
'Existing Ordinary Shares'            the existing 217,693,995 Ordinary Shares in issue as at the date of
                                      this announcement;

'Extraordinary General Meeting' or    the extraordinary meeting of the Company convened for 5:00 p.m. (Hong
'EGM'                                 Kong time) on 4 October 2006, or any adjournment thereof;

'Government'                          the government of Hong Kong;

'Group'                               AGP and its subsidiaries prior to the Acquisition;

'HK$'                                 Hong Kong dollars, the lawful currency of Hong Kong;

'HKSAR', 'HK' or 'Hong Kong'          Hong Kong Special Administrative Region of the PRC;

'HKSE'                                The Stock Exchange of Hong Kong Limited;

'Independent Directors'               Messrs. David Carr Mathewson, David Andrew Runciman and Richard Other
                                      Prickett), being Directors who are not involved in the Acquisition or
                                      Management Agreement as related parties (as defined in the AIM
                                      Rules);

'Independent Valuer' or 'Savills'     Savills Valuation and Professional Services Limited;

'Investment Properties'               the land, developments and premises and other assets owned by the
                                      Group from time to time for the purposes of sale and/or letting and
                                      which form part of the Group's assets invested in accordance with the
                                      investment policy of the Group unless otherwise directed by the
                                      Board;

'Issue Price'                         the deemed issue price per Consideration Share, being 40p;

'Management Agreement'                the management agreement dated 18 September 2006 in respect of, inter
                                      alia, the management of the Group's property assets (1) SEAI and (2)
                                      the Company;

'm(2)' or 'sq.m'                      square metre(s);

'NAV' or 'net asset value'            net asset value after deducting minority interests;

'Nomad' or 'Panmure Gordon'           Panmure Gordon (Broking) Limited , the nominated adviser of the
                                      Company;

'Notice of EGM'                       the notice of EGM set out in the Admission Document;

'Ordinary Share(s)'                   ordinary share(s) in the capital of the Company with par value of
                                      US$0.05;

'Original Admission Date'             16 January 2006;

'Properties'                          the six properties in Hong Kong and China to be acquired by the
                                      Company pursuant to the Acquisition Agreement;

'Proposals'                           the transactions contemplated by the Acquisition Agreement and the
                                      Management Agreement and the Admission;

'Resolution'                          the resolution set out in the Notice of EGM;

'SEA'                                 S E A Holdings Limited, an exempted company incorporated in Bermuda
                                      and listed on the main board of the HKSE;

'SEA Group'                           SEA and its subsidiaries (other than the Group);

'SEAIA'                               South-East Asia Investment and Agency Company, Limited, a company
                                      incorporated in Hong Kong;

'Shareholders'                        holders of Ordinary Shares;

'sq.ft.'                              square feet;

'sq.m.'                               square metres;

'Target Company'                      Giant Well Enterprises Limited, a company incorporated in the British
                                      Virgin Islands;

'Target Group'                        the Target Company and its subsidiaries to be acquired by the Company
                                      pursuant to the Acquisition Agreement;

'TTP'                                 Trans Tasman Properties Limited, a company incorporated in New
                                      Zealand and listed on the New Zealand Exchange Limited;

'UK'                                  the United Kingdom of Great Britain and Northern Ireland;

'US' or 'United States'               the United States of America, each state thereof, its territories and
                                      possessions and the District of Columbia and all other areas subject
                                      to its jurisdiction;

'US$'                                 US dollars, the lawful currency of the US;

'£'                                   British pounds, the lawful currency of the UK; and

'%'                                   per cent..





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            The company news service from the London Stock Exchange          AANPFFAKEAE