REG - Aseana Prop Ltd - Conditional Subscription

Aseana PropertiesAnnouncement

07/01/2025 13:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250107:nRSG4467Sa&default-theme=true

RNS Number : 4467S  Aseana Properties Limited  07 January 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

7 January 2025

 

ASEANA PROPERTIES LIMITED

("Aseana" or the "Company")

 

Conditional Subscription

 

Aseana Properties Limited (LSE: ASPL), a property developer in Malaysia listed
on the main market of the London Stock Exchange, is pleased to announce that
it has entered into a conditional subscription agreement (the "Subscription
Agreement") with Neuchatel Investment Holdings Limited (the "Subscriber") for
the subscription of new ordinary shares of US$0.05 each in the Company (the
"Subscription Shares").

 

Under the Subscription Agreement, the Subscriber, and any parties deemed to be
acting in concert (as defined by the UK Takeover Code) with the Subscriber,
will subscribe for such number of Subscription Shares  in the Company
constituting up to 29.9% of the Company's issued share capital, as enlarged by
the Subscription, at a subscription price of US$0.08 per Subscription Share
(the "Subscription"). It is anticipated that the Subscription will raise
approximately $5.45 million for the Company once completed.

 

The Subscription is conditional upon, amongst other things, the passing of all
requisite resolutions at a general meeting of the Company's shareholders (the
"General Meeting"), which will be convened in due course.

 

The Subscription is also conditional on admission to the Official List Equity
Shares (transition) category and to trading on the main market of the London
Stock Exchange ("First Admission") of the maximum number of Subscription
Shares possible under the Prospectus Regulation Rules issued by the Financial
Conduct Authority without the Company being obliged to publish a prospectus in
connection with such admission. The balance of the Subscription Shares issued
but not part of the First Admission will be admitted to trading at a later
date following the publication of an FCA approved prospectus. Under UKLR
22.2.5 the Company undertakes to take all such steps that are required in
order to ensure that the Subscription Shares subject to the second Admission
will occur within one year of allotment.

 

As previously announced the Company has been exploring equity fundraising
options to address the critical financial challenges presently affecting its
operations. A significant portion of the Subscription proceeds will be used to
partially repay the outstanding facilities to forestall foreclosure actions by
KPMG Corporate Restructuring PLT, the receivers and managers of ICSD Ventures
Sdn. Bhd., who were appointed by Maybank Investment Bank Berhad, as announced
on 6 November 2024. The remaining balance of the repayment on the facilities
is expected to be sourced through new debt financing. The success of the
sourcing of this debt financing will be dependent on the outcome of the
Subscription.

 

The Company will shortly issue a circular to shareholders, which will include
the notice of the General Meeting and further details of the Subscription (the
"Circular"). A copy of the Circular will also be made available on the
Company's website (www.aseanaproperties.com (http://www.aseanaproperties.com)
).

 

The Board considers the Subscription to be the most efficient method to
achieve the Company's near-term strategic objectives. The Board of Aseana
unanimously supports the Subscription and considers it to be in the best
interests of the Company and its shareholders.

 

Background on the Subscriber

 

Neuchatel Investment Holdings Limited is wholly owned by Mr. Lim Kian Onn, a
highly regarded Malaysian banker, businessman, and investor with an extensive
track record in the financial services, aviation and the hospitality sectors
amongst others.

 

Mr. Lim is a member of the Institute of Chartered Accountants in England and
Wales (ICAEW) and is recognised as a prominent figure in the Malaysian
business community. His notable achievements include: (i) co-founding ECM
Libra Investment Bank; (ii) being a founding shareholder in prominent
ventures, amongst them AirAsia X, Tune Hotels, Tune Insurance, and Epsom
College Malaysia, the Asian campus of Epsom College UK; (iii) serving as
the Chairman of Plato Capital Limited, a Singapore-listed company, and
the ECM Libra Group, listed on the Kuala Lumpur Stock Exchange; and (iv)
co-founding the Ormond Hotel Group, an award-winning hospitality group with
several accolades, including Asia's Best Airport Hotel and Malaysia's Best
Boutique Hotel. Mr. Lim is currently the Executive Chairman of the Ormond
Hotel Group.

 

Mr. Lim played the lead role as Deputy Chairman of AirAsia X (AAX) from 2020
to 2022 where he was instrumental in navigating AAX through financial
difficulties, implementing strategies to stabilise and revitalise the airline.
Mr. Lim's leadership was pivotal in restructuring initiatives aimed at
ensuring the airline's survival and positioning it for recovery and growth in
the competitive aviation industry.

 

The Subscription with Neuchatel Investment Holdings Limited represents a
strategic alignment for the Company with a seasoned and respected investor
whose experience in financial restructuring, corporate governance, business
development, particularly in the hospitality industry, coupled with his
extensive Malaysian banking relationships is expected to potentially bring
significant value to the Company.

 

Expected use of proceeds of the Subscription

 

The Company is undertaking the Subscription to address the critical financial
challenges affecting its operations.

 

Repayment of Bank Facilities

A significant portion of the Subscription proceeds will be utilised to repay
outstanding bank facilities to forestall foreclosure actions initiated by the
receivers and managers of ICSD Ventures Sdn. Bhd., the owner of the Sandakan
asset, which is currently in receivership, as announced by Aseana on 6
November 2024.

 

Operating Capital

To sustain the Company's ongoing operations, a portion of the proceeds will be
utilised towards working capital to cover essential operating expenses
including: (i) payment of fees to advisers and consultants engaged in the
ongoing financial and operational restructuring of the Company including legal
action to safeguard some of Aseana's assets; and (ii) payment of salaries and
related benefits to employees to ensure continuity of operations.

 

This allocation is essential to stabilise the Company's financial position,
maintain operations, and ensure the long-term viability of the Company.  The
Board believes these measures are in the best interests of shareholders and
will support the Company's efforts to restore value.

 

Expected timetable of events

The key dates in relation to the Subscription will be outlined in the Circular
to shareholders, including the date of the General Meeting, and will be
announced by the Company at the appropriate time.

 

Further announcements in respect of the Subscription will be made in due
course.

 

Enquiries:

 

 Aseana Properties Limited
 Tian Huat Lim                                 thlim@aseanaplc.com (mailto:thlim@aseanaplc.com)

 Thong Kok Cheong                              kcthong@aseanaplc.com (mailto:kcthong@aseanaplc.com)

 Allenby Capital Limited (Financial Adviser)   +44 (0) 20 3328 5656
 Nick Naylor/Nick Athanas/George Payne

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEEAAFXESKSEFA