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Asian Growth Props (AGP)

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Monday 11 September, 2017

Asian Growth Props

Further re Offer

RNS Number : 3902Q
Asian Growth Properties Limited
11 September 2017
 



 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

 

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares of Nan Luen International Limited or of Asian Growth Properties Limited.

 

                     

NAN LUEN INTERNATIONAL LIMITED                         ASIAN GROWTH PROPERTIES LIMITED

(Incorporated in Bermuda with limited liability)                             (Registered in Bermuda with limited liability)

(Stock Code: AGP)

 

JOINT ANNOUNCEMENT

(1) FINAL RESULTS OF THE UNCONDITIONAL VOLUNTARY OFFER FOR ALL THE ISSUED SHARES IN

ASIAN GROWTH PROPERTIES LIMITED (OTHER THAN THOSE ALREADY OWNED BY NAN LUEN INTERNATIONAL LIMITED AND S E A HOLDINGS LIMITED)

BY AMPLE CAPITAL LIMITED

ON BEHALF OF NAN LUEN INTERNATIONAL LIMITED AND

(2) CLARIFICATION OF THE NUMBER OF CONSIDERATION SHARES AND AMOUNT OF CASH PORTION OF THE OFFER

PAID OR PAYABLE BY THE OFFEROR

 

Financial adviser to Nan Luen International Limited

 

 

 FINAL RESULTS OF THE OFFER

 

As at the date of the First Results Announcement, the Offeror had received valid acceptances in respect of 3,576,274 AGP Shares under the Offer which were still subject to a Cooling-off Period at that time. As at 4:00 p.m. on Monday, 11 September 2017, being the date when the latest possible Cooling-off Period has expired, none of these acceptances had been withdrawn. Accordingly, there were a total of 76,066,119 Consideration Shares and HK$228,198,357 in respect of the Cash Portion of the Offer paid or payable by the Offeror to the accepting Independent AGP Shareholders in respect of all acceptances under the Offer.

 

CLARIFICATION OF THE NUMBER OF CONSIDERATION SHARES AND AMOUNT OF THE CASH PORTION OF THE OFFER PAID OR PAYABLE BY THE OFFEROR

 

The Offeror wishes to clarify that, due to a clerical error, there should be a total of 75,172,052 Consideration Shares and HK$225,516,156 in respect of the Cash Portion of the Offer paid or payable by the Offeror to the accepting Independent AGP Shareholders in relation to the acceptances for a total of 300,688,247 AGP Shares under the Offer which were not subject to a Cooling-off Period. This is instead of the 75,172,106  Consideration Shares and HK$225,516,318 in respect of the Cash Portion of the Offer as disclosed in the First Results Announcement.

 

 

INTRODUCTION

 

Reference is made to the joint announcement of SEA and the Offeror dated 31 March 2017, the announcement of AGP dated 5 April 2017, the joint announcement of the Offeror and AGP dated 28 July 2017 in relation to, among other matters, (i) the Offer; and (ii) the Composite Document dated 28 July 2017 jointly issued by the Offeror and AGP in respect of the Offer, and the joint announcement of the Offeror and AGP dated 28 August 2017 in relation to the (i) close of the Offer; and (ii) acceptance results of the Offer (the "First Results Announcement"). Terms used herein shall have the same meanings as those defined in the Composite Document unless otherwise defined herein.

 

FINAL RESULTS OF THE OFFER

 

As at the date of the First Results Announcement, the Offeror had received valid acceptances in respect of 3,576,274 AGP Shares under the Offer which were still subject to a Cooling-off Period at that time. As at 4:00

p.m. on Monday, 11 September 2017, being the date when the latest possible Cooling-off Period has expired, none of these acceptances had been withdrawn. Accordingly, there were a total of 76,066,119 Consideration Shares and HK$228,198,357 in respect of Cash Portion of the Offer paid or payable by the Offeror to the accepting Independent AGP Shareholders in respect of all acceptances under the Offer.

 

CLARIFICATION OF THE NUMBER OF CONSIDERATION SHARES AND AMOUNT OF THE CASH PORTION OF THE OFFER PAID OR PAYABLE BY THE OFFEROR

 

The Offeror wishes to clarify that, due to a clerical error, there should be a total of 75,172,052 Consideration Shares and HK$225,516,156 in respect of the Cash Portion of the Offer paid or payable by the Offeror to the accepting Independent AGP Shareholders in relation to the acceptances for a total of 300,688,247 AGP Shares under the Offer which were not subject to a Cooling-off Period. This is instead of the 75,172,106 Consideration Shares and HK$225,516,318 in respect of the Cash Portion of the Offer as disclosed in the First Results Announcement.

 

SHAREHOLDING STRUCTURE OF AGP

 

Immediately prior to the commencement of the Offer Period (i.e. 31 March 2017), 861,278,857 AGP Shares (representing approximately 97.17% of the issued share capital of AGP) or any rights over AGP Shares were held, controlled or directed by the Offeror and parties acting in concert with it.

 

Immediately before the Offer opened for acceptance (i.e. 28 July 2017), the Offeror held 562,340,612 AGP Shares, representing approximately 63.44% of the entire issued share capital of AGP.

 

During the Offer Period, there were valid acceptances in respect of a total of 304,264,521 AGP Shares (the "Acceptance Shares") (i.e. including all acceptances which were subject to a Cooling-off Period and without Cooling-off Period as at the close of the Offer) representing approximately 34.33% of the entire issued share capital of AGP, tendered under the Offer. Upon the close of the Offer at 4:00 p.m. on 28 August 2017, the Offeror was interested in (i) an aggregate of 863,028,859 AGP Shares (i.e. excluding acceptances which were subject to a Cooling-off Period as at the date of the First Results Announcement) representing approximately 97.37% of the entire issued share capital of AGP as at the date of the First Results Announcement; and (ii) an aggregate of 3,576,274 AGP Shares which were subject to a Cooling-off Period, representing approximately 0.40% of the issued share capital of AGP as at the date of the First Results Announcement. As no withdrawal has taken place in respect of the acceptances that were subject to a Cooling-off Period, the Offeror is interested in a total of 866,605,133 AGP Shares, representing approximately 97.77% of the issued share capital of AGP.

 

 

Immediately before the Offer opened for acceptance, the Offeror was interested in 443,486,289 SEA Shares, representing approximately 65.06% of the issued share capital of SEA at that time. Upon the close of the Offer, as no withdrawal has taken place in respect of the acceptances that were subject to a Cooling-off Period, the Offeror is interested in 367,420,170 SEA Shares, representing approximately 53.87% of the issued share capital of SEA as at the date of this joint announcement.

 

Save for the Acceptance Shares and the AGP Shares distributed under the Distribution in Specie, neither the Offeror nor any of the parties acting in concert with it had (i) acquired or agreed to acquire any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of AGP or any rights over the AGP Shares during the Offer Period; or (ii) dealt in value or borrowed or lent any AGP Shares or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of AGP during the Offer Period.

 

Set out below is the shareholding structure of AGP (i) immediately prior to the commencement of the Offer Period; (ii) immediately after the Distribution in Specie but before the Offer opened for acceptance; (iii) immediately upon the close of the Offer and as at the date of the First Results Announcement (i.e. excluding acceptances which were subject to a Cooling-off Period as at the date of the First Results Announcement); and

(iv) as at the date of this joint announcement:

 

 

Immediately prior to

Immediately after 
the Distribution in

Immediately upon the

close of the Offer and

 

 

 

the commencement of the Offer Period

Approximate

% of the issued share capital of AGP and

Specie but before the Offer opened for acceptance

Approximate

% of the issued share capital of AGP and

as at the date of the First

Results Announcement

Approximate

   % of the issued share  capital of

AGP and

As at the date of this joint announcement

Approximate

% of the
 issued share   

capital of AGP and

 

its voting

No. of

 

its voting

 

No. of

 

its voting

 

No. of

 

its voting

 

AGP Shares

rights

AGP Shares

 

rights

 

AGP Shares

 

rights

 

AGP Shares

 

rights

The Offeror

-

-

562,340,612

 

63.44%

 

863,028,859

 

97.369%

 

866,605,133

 

97.773%

Mr. Lu Wing Chi

-

-

13,792,397

 

1.56%

 

-

 

-

 

-

 

-

NYH Limited

-

-

5,237,854

 

0.59%

 

-

 

-

 

-

 

-

Mr. Lambert Lu

-

-

22,390,346

 

2.53%

 

-

 

-

 

-

 

-

Mr. Lincoln Lu

-

-

23,432,642

 

2.64%

 

-

 

-

 

-

 

-

Mr. Lam Sing Tai and his spouse

-

-

4,092,442

 

0.46%

 

-

 

-

 

-

 

-

SEA

 

SEA Shareholders who acquired

861,278,857

(Note)

97.17%

34,598

 

0.004%

 

34,598

 

0.004%

 

34,598

 

0.004%

                             

AGP Shares pursuant to the Distribution in Specie (other than the Offeror,

Mr. Lu Wing Chi, Mr. Lambert Lu,

Mr. Lam Sing Tai

and his spouse, Mr. Lincoln Lu

and NYH Limited)                                                        -              -       229,957,966  25.946%     16,785,948    1.894%     13,352,069   1.506%

           Other public AGP Shareholders                 25,068,955   2.83%       25,068,955        2.83%       6,498,407     0.733%      6,356,012   0.717%

 

                                                                                                                                                                                                                                                                                                                                                                                                                                  

 

                           Total                                      886,347,812  100.00%    886,347,812  100.00%   886,347,812  100.00%  886,347,812  100.00%

 

                                                                                                                                                                                       

 

 

Note:    Among these 861,278,857 AGP Shares indirectly held by SEA, (i) 668,653,817 AGP Shares were directly held by Charm Action Holdings Limited; (ii) 175,094,641 AGP Shares were directly held by SEA (AGP) Offshore Limited;

(iii) 12,023,267 AGP Shares were directly held by Manifold Returns Group Limited; and (iv) 5,507,132 AGP Shares were directly held by Harbour Green Holdings Limited. Each of these four companies is a direct wholly-owned subsidiary of SEA.

 

SETTLEMENT OF THE OFFER

 

The certificates for the Consideration Shares and the cheques for the Cash Portion of the Offer had been/will be despatched to the accepting Independent AGP Shareholder(s) by ordinary mail at his/her/its own risks as soon as possible, but in any event within (a) 17 Business Days (for Independent AGP Shareholders who have elected for a Cooling-off Period), or (b) 7 Business Days (for Independent AGP Shareholders who did not elect for a Cooling-off Period), after receipt by the AGP Share Registrar or SEA Hong Kong Branch Share Registrar, as the case may be, of the duly completed Form of Acceptance and other relevant documents (if applicable).

 

 

On behalf of the board of directors of                                   On behalf of the board of directors of Nan Luen International Limited                                                             Asian Growth Properties Limited Lu Wing Chi                                                                                                                  Lincoln Lu

Director                                                   Chief Executive Officer and Executive Director

 

Hong Kong, 11 September 2017

The directors of the Offeror as at the date of this joint announcement are: Lu Wing Chi

Lambert Lu Lincoln 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 (excluding for this purpose 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 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.

 

All time and date references contained in this joint announcement refer to Hong Kong time and dates unless stated otherwise.

 

For more information, please contact:

 

Lincoln Lu                                                                                  Tel: +852 2828 3232

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
 
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