TIDMAGP
RNS Number : 0913P
Asian Growth Properties Limited
28 August 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) CLOSE 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) RESULTS OF THE OFFER
Financial adviser to Nan Luen International Limited: Ample
Capital Limited
CLOSE OF THE OFFER
The Offeror and AGP jointly announce that the Offer was closed
at 4:00 p.m. on Monday, 28 August 2017 and was not revised or
extended.
RESULTS OF THE OFFER
As at 4:00 p.m. on Monday, 28 August 2017, being the latest time
and date for acceptance of the Offer as set out in the Composite
Document, the Offeror had received valid acceptances in respect of
a total of 300,688,247 AGP Shares under the Offer which are not
subject to Cooling-off Period as at the date of this joint
announcement, representing approximately 33.92% of the existing
issued share capital of AGP as at the date of this joint
announcement. Accordingly, there were 75,172,106 Consideration
Shares and HK$225,516,318 of Cash Portion of the Offer paid or
payable by the Offeror to the accepting Independent AGP
Shareholders in respect of the said acceptances.
As at the date of this joint announcement, the Offeror had also
received valid acceptances in respect of 3,576,274 AGP Shares under
the Offer which are subject to the Cooling-off Period. As disclosed
in the Composite Document, further announcement will be made on the
latest possible date of expiry of the Cooling-off Period (i.e.
Monday, 11 September 2017) in relation to the results of final
acceptances, including any remaining withdrawals of
acceptances.
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, and 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. Terms used herein
shall have the same meanings as those defined in the Composite
Document unless otherwise defined herein.
CLOSE OF THE OFFER
The Offeror and AGP jointly announce that the Offer was closed
at 4:00 p.m. on Monday, 28 August 2017 and was not revised or
extended.
RESULTS OF THE OFFER
As at 4:00 p.m. on Monday, 28 August 2017, being the latest time
and date for acceptance of the Offer as set out in the Composite
Document, the Offeror had received valid acceptances in respect of
a total of 300,688,247 AGP Shares under the Offer which are not
subject to Cooling-off Period as at the date of this joint
announcement, representing approximately 33.92% of the existing
issued share capital of AGP as at the date of this joint
announcement. Accordingly, there were 75,172,106 Consideration
Shares and HK$225,516,318 as Cash Portion of the Offer paid or
payable by the Offeror to the accepting Independent AGP
Shareholders in respect of the said acceptances.
As at the date of this joint announcement, the Offeror had also
received valid acceptances in respect of 3,576,274 AGP Shares under
the Offer which are subject to the Cooling-off Period. As disclosed
in the Composite Document, further announcement will be made on the
latest possible date of expiry of the Cooling- off Period (i.e.
Monday, 11 September 2017) in relation to the results of final
acceptances, including any remaining withdrawals of
acceptances.
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 are subject to Cooling-off
Period and without Cooling-off Period as at the date of this joint
announcement) representing approximately 34.33% of the entire
issued share capital of AGP, tendered under the Offer. Upon the
close of the Offer, the Offeror is interested in (i) an aggregate
of 863,028,859 AGP Shares (i.e. excluding acceptances which are
subject to Cooling-off Period as at the date of this joint
announcement) representing approximately 97.37% of the entire
issued share capital of AGP as at the date of this joint
announcement; and (ii) an aggregate of 3,576,274 AGP Shares which
are subject to Cooling-off Period, representing approximately 0.40%
of the issued share capital of AGP as at the date of this joint
announcement. If no withdrawal will take place in respect of the
acceptances that are subject to Cooling-off Period, the Offeror
will be 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. Upon the
close of the Offer and assuming no withdrawal will take place in
respect of the acceptances that are subject to Cooling-off Period,
the Offeror will be interested in 367,420,080 SEA Shares,
representing approximately 53.87% of the issued share capital of
SEA.
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; and
(iii) immediately upon the close of the Offer and as at the date
of this joint announcement (i.e. excluding acceptances which are
subject to Cooling-off Period as at the date of this joint
announcement):
Immediately
after Immediately upon
the
Immediately prior to the Distribution in close of the Offer
the commencement of Specie but before the and as at the date of
the Offer Period Offer opened for acceptance this joint announcement
No. of Approximate No. of Approximate No. of Approximate
AGP Shares % of AGP Shares % of AGP Shares % of
the the the
issued issued issued
share share share
capital capital capital
of AGP of of
and AGP AGP
its and and
voting its its
rights voting voting
rights rights
The Offeror - - 562,340,612 63.44% 863,028,859 97.369%
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 861,278,857 97.17% 34,598 0.004% 34,598 0.004%
(Note)
SEA Shareholders
who acquired
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%
Other public AGP
Shareholders 25,068,955 2.83% 25,068,955 2.83% 6,498,407
0.733%
Total 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, 28 August 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
END
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