AIM Schedule One - Asian Growth Properties Limited (6290O)

TIDMAGP

RNS Number : 6290O

AIM

08 November 2016

 
             ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT 
              PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 
              OF THE AIM RULES FOR COMPANIES ("AIM RULES") 
---------------------------------------------------------------------- 
 
 COMPANY NAME: 
---------------------------------------------------------------------- 
 Asian Growth Properties Limited ("AGP" or the 
  "Company") 
---------------------------------------------------------------------- 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, 
  COMPANY TRADING ADDRESS (INCLUDING POSTCODES) 
  : 
---------------------------------------------------------------------- 
 Registered Address: 
  Clarendon House, 2 Church Street, Hamilton HM 
  11, Bermuda (effective on redomiciliation to 
  Bermuda) 
 
  Current Address: 
  Portcullis Chambers, 4(th) Floor, Ellen Skelton 
  Building, 3076 Sir Francis Drake Highway, Road 
  Town, Tortola, British Virgin Islands ("BVI") 
  VG1110 (Registration number:582004) 
 
  Principal Place of Business: 
  25/F., Dah Sing Financial Center, 108 Gloucester 
  Road, Wanchai, Hong Kong 
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 COUNTRY OF INCORPORATION: 
---------------------------------------------------------------------- 
 British Virgin Islands (redomiciling to Bermuda) 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION 
  REQUIRED BY AIM RULE 26: 
---------------------------------------------------------------------- 
 www.asiangrowth.com 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF 
  OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, 
  DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION 
  IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER 
  UNDER RULE 14, THIS SHOULD BE STATED: 
---------------------------------------------------------------------- 
 The Company and its subsidiaries (the "Group") 
  carries on business as an investor and developer 
  of commercial office, retail and residential 
  properties as well as a hotel owner and operator. 
  While in recent years the Group has focused 
  its investment in Hong Kong and mainland China, 
  there is no geographical limitation to its sphere 
  of activities. 
 
  AGP is seeking readmission following a redomicile 
  from BVI to Bermuda, to be completed on or about 
  the date of readmission. 
---------------------------------------------------------------------- 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING 
  ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES 
  (i.e. where known, number and type of shares, 
  nominal value and issue price to which it seeks 
  admission and the number and type to be held 
  as treasury shares): 
---------------------------------------------------------------------- 
 886,347,812 ordinary shares of US$0.05 each 
  in the capital of AGP. 
  No restriction on transfer of shares. 
  No shares held in treasury. 
---------------------------------------------------------------------- 
 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
---------------------------------------------------------------------- 
 No capital to be raised on re-admission. 
  Anticipated market capitalisation on re-admission: 
  GBP323.5 million (market capitalisation as at 
  7 November 2016). 
---------------------------------------------------------------------- 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS 
  AT ADMISSION: 
---------------------------------------------------------------------- 
 97.23% 
---------------------------------------------------------------------- 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM 
  TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED 
  TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS 
  AIM SECURITIES) ADMITTED OR TRADED: 
---------------------------------------------------------------------- 
 Not applicable 
---------------------------------------------------------------------- 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED 
  DIRECTORS (underlining the first name by which 
  each is known or including any other name by 
  which each is known): 
---------------------------------------------------------------------- 
 Richard Öther Prickett (Non-executive Chairman 
  and Independent Non-executive Director) 
  Lu Wing Chi (Executive Director) 
  Lambert Lu (Executive Director) 
  David Andrew Runciman (Executive Director) 
  Lincoln Lu (Executive Director) 
  Lam Sing Tai (Non-executive Director) 
  John David Orchard Fulton (Independent Non-executive 
  Director) 
---------------------------------------------------------------------- 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS 
  EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE 
  CAPITAL, BEFORE AND AFTER ADMISSION (underlining 
  the first name by which each is known or including 
  any other name by which each is known): 
---------------------------------------------------------------------- 
 Significant shareholders before and after re-admission: 
  Name                     Number of Ordinary  Percentage Shareholding 
                                       Shares                      (%) 
  -----------------------  ------------------  ----------------------- 
  S E A Holdings Limited 
   ("SEA")                       861,278,857*                    97.17 
  -----------------------  ------------------  ----------------------- 
 
 
  * SEA is the indirect holder of 861,278,857 
  ordinary shares in AGP by virtue of the 668,653,817 
  ordinary shares in AGP held by Charm Action 
  Holdings Limited ("CAH"), 175,094,641 ordinary 
  shares in AGP held by SEA (AGP) Offshore Limited 
  ("SEAAO"), 5,507,132 ordinary shares in AGP 
  held by Harbour Green Holdings Limited ("HGH") 
  and 12,023,267 ordinary shares in AGP held by 
  Manifold Returns Group Limited ("MRG"). 
 
  CAH, SEAAO, HGH and MRG are direct wholly-owned 
  subsidiaries of SEA. SEA is a company listed 
  on the Hong Kong Stock Exchange. 
 
  NLI has an indirect interest in 861,278,857 
  ordinary shares in AGP by virtue of its 65.47% 
  shareholding interest in SEA. JCS has an indirect 
  interest in 861,278,857 ordinary shares in AGP 
  by virtue of its 63.58% shareholding interest 
  in NLI. 
 
  Directors' deemed shareholdings in AGP as of 
  7 November 2016 by virtue of their shareholding 
  in SEA, NLI, JCS and NYH as appropriate are 
  as follows: 
 
  Mr Lu Wing Chi: 363,929,935 ordinary shares 
  in AGP (41.06%) 
  Mr Lincoln Lu: 131,026,242 ordinary shares in 
  AGP (15.01%) 
  Mr Lambert Lu: 131,992,707 ordinary shares in 
  AGP (14.89%) 
 
  No option/award over the shares of the Company 
  had been granted to the Directors as at 
  7 November 2016, being the latest practicable 
  date prior to the date of this announcement. 
---------------------------------------------------------------------- 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE 
  WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: 
---------------------------------------------------------------------- 
 Not applicable 
---------------------------------------------------------------------- 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION 
  IN THE ADMISSION DOCUMENT HAS BEEN PREPARED 
  (this may be represented by unaudited interim 
  financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST 
  THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: 
---------------------------------------------------------------------- 
            (i) 31 December 
             (ii) Not applicable - existing issuer re-admitting 
             to AIM 
             (iii) Annual report for the year ended 31 December 
             2016 - published by 30 June 2017 
             Half year report for the six months ended 30 
             June 2017 - published by 30 September 2017 
             Annual report for the year ended 31 December 
             2017 - published by 30 June 2018 
---------------------------------------------------------------------- 
 EXPECTED ADMISSION DATE: 
---------------------------------------------------------------------- 
 7 December 2016 
---------------------------------------------------------------------- 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
---------------------------------------------------------------------- 
 Panmure Gordon (UK) Limited 
  One New Change 
  London 
  EC4M 9AF 
  United Kingdom 
---------------------------------------------------------------------- 
 NAME AND ADDRESS OF BROKER: 
---------------------------------------------------------------------- 
 Panmure Gordon (UK) Limited 
  One New Change 
  London 
  EC4M 9AF 
  United Kingdom 
---------------------------------------------------------------------- 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, 
  DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) 
  THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, 
  WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION 
  OF ITS SECURITIES: 
---------------------------------------------------------------------- 
 Not applicable 
---------------------------------------------------------------------- 
 DATE OF NOTIFICATION: 
---------------------------------------------------------------------- 
 8 November 2016 
---------------------------------------------------------------------- 
 NEW/ UPDATE: 
---------------------------------------------------------------------- 
 New 
---------------------------------------------------------------------- 
 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: 
---------------------------------------------------------------------- 
 
 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH 
  THE APPLICANT'S SECURITIES HAVE BEEN TRADED: 
---------------------------------------------------------------------- 
 AIM 
---------------------------------------------------------------------- 
 THE DATE FROM WHICH THE APPLICANT'S SECURITIES 

  HAVE BEEN SO TRADED: 
---------------------------------------------------------------------- 
 5 October 2006 
---------------------------------------------------------------------- 
 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL 
  ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL 
  AND REGULATORY REQUIREMENTS INVOLVED IN HAVING 
  ITS SECURITIES TRADED UPON SUCH A MARKET OR 
  DETAILS OF WHERE THERE HAS BEEN ANY BREACH: 
---------------------------------------------------------------------- 
 The directors of the Company (the "Directors") 
  confirm that, after due and careful enquiry, 
  the Company has adhered to all legal and regulatory 
  requirements involved in having its securities 
  traded on AIM. 
---------------------------------------------------------------------- 
 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS 
  OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE 
  PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE 
  OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: 
---------------------------------------------------------------------- 
 www.asiangrowth.com 
---------------------------------------------------------------------- 
 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING 
  ADMISSION INCLUDING, IN THE CASE OF AN INVESTING 
  COMPANY, DETAILS OF ITS INVESTING STRATEGY: 
---------------------------------------------------------------------- 
 Since the Company's admission to AIM, the Group 
  has been focused on developing its property 
  portfolio in Hong Kong and mainland China. The 
  Group carries on business as an investor and 
  developer of commercial office, retail and residential 
  properties as well as a hotel owner and operator. 
  While in recent years the Group has focused 
  investment in Hong Kong and mainland China, 
  there is no geographical limitation to its sphere 
  of activities. It is the Group's strategy to 
  review and optimise its property portfolio from 
  time to time with a view to achieving the greatest 
  value for its shareholders. 
---------------------------------------------------------------------- 
 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL 
  OR TRADING POSITION OF THE APPLICANT, WHICH 
  HAS OCCURRED SINCE THE OF THE LAST FINANCIAL 
  PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN 
  PUBLISHED: 
---------------------------------------------------------------------- 
      Since the publication of the Company's last 
       audited financial statements for the year ended 
       31 December 2015, the Company has entered into 
       the following transactions: 
 
       i. On 7 November 2016, the Group entered into 
       a sale and purchase agreement to acquire the 
       units in a trust that owns property at 20 Moorgate, 
       London EC2R 6DA for a consideration of approximately 
       GBP154 million (approximately HK$1,491.0 million) 
       (before transaction costs and expenses), in 
       cash, subject to adjustment. Completion of the 
       acquisition took place on 7 November 2016 when 
       the Group paid the sellers approximately GBP75 
       million (approximately HK$726 million) in cash 
       as consideration for the entire issued units 
       in the trust (subject to post-completion adjustments) 
       and also paid in cash, on behalf of the sellers, 
       approximately GBP79 million (approximately HK$765 
       million) to the bank's solicitors' account as 
       repayment of the total redemption amount due 
       by the sellers to their bank. The Group funded 
       the acquisition from its existing cash resources 
       and a new five year term loan facility of approximately 
       GBP100 million (approximately HK$968.3 million) 
       from HSBC. The bank loan is secured by a mortgage 
       over the property. 
 
       ii. On 22 August 2016, the Group entered into 
       a sale and purchase agreement with an independent 
       third party in relation to the disposal of a 
       property development project (known as "Chengdu 
       Nova City") located at Chengdu, Sichuan Province, 
       the People's Republic of China (the "PRC") for 
       a consideration of HK$890 million (approximately 
       GBP87.7 million) in cash. The disposal was completed 
       on 29 August 2016 and it generated a net cash 
       amount of HK$886.7 million (approximately GBP87.4 
       million) before deducting transaction costs 
       and expenses. 
 
       iii. On 3 August 2016, the Group entered into 
       a sale and purchase agreement with an independent 
       third party in relation to the disposal of a 
       property development project located at Huangshan 
       City, Anhui Province, the PRC for a consideration 
       of HK$2 million (approximately GBP0.2 million) 
       in cash. The disposal was completed on the same 
       date. 
 
       iv. On 19 April 2016, the Group entered into 
       a sale and purchase agreement in relation to 
       the disposal of the property development project 
       (known as "Kaifeng Nova City") located at Kaifeng, 
       Henan Province, the PRC for a consideration 
       of HK$900 million (approximately GBP81.4 million) 
       in cash. Completion of the disposal took place 
       on 26 April 2016 and it generated a net cash 
       of HK$900 million (approximately GBP81.4 million), 
       before deducting transaction costs and expenses. 
 
       v. On 25 February 2016, the Group entered into 
       a sale and purchase agreement to dispose of 
       its entire interest in companies which beneficially 
       owned the property of Dah Sing Financial Centre 
       for a consideration of approximately HK$10,000 
       million (approximately GBP926 million) in cash, 
       subject to adjustment. The disposal was completed 
       on 24 May 2016 and it generated a net cash consideration 
       (after repayment of bank loans) of approximately 
       HK8,019 million (approximately GBP766.9 million). 
---------------------------------------------------------------------- 
 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT 
  HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL 
  AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT 
  FOR AT LEAST TWELVE MONTHS FROM THE DATE OF 
  ITS ADMISSION: 
---------------------------------------------------------------------- 
 The Directors have no reason to believe that 
  the working capital available to the Group will 
  be insufficient for at least 12 months from 
  the date of its re-admission. 
---------------------------------------------------------------------- 
 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT 
  TO RULE 7 OF THE AIM RULES: 
---------------------------------------------------------------------- 
 No such lock-in arrangements are currently applicable. 
---------------------------------------------------------------------- 
 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR 
  SETTLING THE APPLICANT'S SECURITIES: 
---------------------------------------------------------------------- 
 Crest 
 
  The ordinary shares are in registered form and 
  are in certificated form, and following Migration 
  the ordinary shares will become common shares. 
  Ordinary shares, and following Migration common 
  shares, may be delivered, held and settled in 
  CREST by means of the creation of dematerialised 
  depositary interests representing such common 
  shares. The Company, through its registrars, 
  Computershare Investor Services plc ("Computershare"), 
  has established a depositary arrangement in 
  relation to which, depositary interests ("DIs") 
  in the ordinary shares, and following Migration 
  the common shares, established pursuant to a 
  deed of trust executed by Computershare, acting 
  as depositary and representing common shares, 
  are issued to investors who wish to hold their 
  ordinary shares, and following Migration the 
  common shares, in electronic form within the 
  CREST system. Settlement of transactions in 
  ordinary shares, and following Migration the 
  common shares, represented by Depositary Interests, 
  may take place within the CREST system if the 
  relevant investors so wish. 
 
  Each DI is treated as one ordinary share, and 
  following Migration one common share, for the 
  purposes of determining, for example, eligibility 
  for any dividends. Computershare will pass on 
  to holders of DIs any stock or cash benefits 
  received by it as holder of ordinary shares, 
  and following Migration common shares on trust 
  for such DI holder. DI holders will also be 
  able to receive notices of meetings of holders 
  of ordinary shares, and following Migration 
  common shares, and other notices issued by the 
  Company to its shareholders. 
 
  Further information regarding the depositary 
  arrangement and the holding of ordinary shares, 
  and following Migration common shares, in the 
  form of DIs is available from the Company's 
  Depository who may be contacted at Computershare, 
  The Pavilions, Bridgwater Road, Bristol BS99 
  6ZZ, telephone: [phone] or fax +44 870 
  703 6101. 
 
  Change of Share Registrar 
 
  With effect from the Migration, the Share Registrar 
  will be changed from Computershare Investor 
  Services (Jersey) Limited to: 
 
  Computershare Investor Services (Bermuda) Limited 
  5 Reid Street 
  Hamilton HM 11 
  Bermuda 
  Telephone [phone] 
  Facsimile [phone] 
 
  The settlement arrangements following the Migration 
  are set out in the appendix to AIM Schedule 
  1 Document under the sub-section headed "Admission 
  and CREST settlement". 
---------------------------------------------------------------------- 
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING 
  TO THE APPLICANT'S SECURITIES: 
---------------------------------------------------------------------- 
 www.asiangrowth.com 
---------------------------------------------------------------------- 
 INFORMATION EQUIVALENT TO THAT REQUIRED FOR 
  AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY 
  PUBLIC: 
---------------------------------------------------------------------- 
 Appendix to AIM Schedule 1 Document which can 
  be found at: 
 

  http://www.asiangrowth.com 
---------------------------------------------------------------------- 
 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S 
  LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST 
  HAVE A FINANCIAL YEAR END NOT MORE THEN NINE 
  MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS 
  WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED 
  IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE 
  UNDER AIM RULE 19: 
---------------------------------------------------------------------- 
 
   www.asiangrowth.com. 
---------------------------------------------------------------------- 
 THE NUMBER OF EACH CLASS OF SECURITIES HELD 
  IN TREASURY: 
---------------------------------------------------------------------- 
 None. 
---------------------------------------------------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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November 08, 2016 08:00 ET (13:00 GMT)