REG - Aseana Prop Ltd - Posting of Circular: Tender Offer & Notice of EGM <Origin Href="QuoteRef">ASPL.L</Origin> - Part 2
13/12/2016 09:20
- Part 2: For the preceding part double click ID:nRSM7089Ra
7.10 Subject to paragraphs 9 and 10 below, the Tender Offer is open
to Shareholders on the Register on the Record Date and will close at 1.00 p.m.
on Wednesday, 4 January 2017. Tender Forms received after that time may be
accepted or rejected by the Company in its absolute discretion.
7.11 Further copies of the Circular and copies of the Tender Form
may be obtained on request from Computershare Investor Services PLC, Corporate
Actions Projects, Bristol BS99 6AH, or by telephone from the Shareholder
Helpline referred to in paragraph 7.12 below. Computershare Investor Services
PLC cannot provide advice on the merits of the Tender Offer or give any
financial, legal or tax advice.
7.12 If you are a Shareholder and have any queries regarding the
procedure for tendering please contact the Receiving Agent on 0370 707 4040
or, if, calling from outside the UK, on +44 (0)370 707 4040. Calls may be
recorded and monitored randomly for security and training purposes. The
Receiving Agent cannot provide advice on the merits of the Tender Offer or
give any financial, legal or tax advice.
8 Termination of the Tender Offer
If the Company shall determine that in its reasonable opinion: (i) as a result
of any change in national or international financial, economic, political or
market conditions, the cash reserves available to the Company to fund the
Tender Offer have become significantly reduced since the date of the Circular;
or (ii) the completion of the purchase of Shares in the Tender Offer could
have unexpected adverse fiscal or other consequences (whether by reason of a
change in legislation or practice or otherwise) for the Company or its
Shareholders if the Tender Offer were to proceed, the Company may in its sole
discretion by a public announcement and subsequent written notice to
Shareholders withdraw the Tender Offer, and in such event the Tender Offer
shall cease and determine absolutely.
9 Miscellaneous
9.1 Any changes to the terms, or any extension or termination of
the Tender Offer will be followed as promptly as practicable by a public
announcement thereof no later than 8.00 a.m. on the Business Day following the
date of such changes. Such an announcement will be released to a Regulatory
Information Service of the London Stock Exchange and shall contain a statement
regarding the approximate number of Shares tendered to date. References to the
making of an announcement by the Company includes the release of an
announcement to the press and delivery of, or telephone or facsimile or other
electronic transmission of, such announcement to a Regulatory Information
Service of the London Stock Exchange.
9.2 Shares purchased pursuant to the Tender Offer by N+1 Singer
Capital Markets will, following the completion of the Tender Offer, be
acquired from N+1 Singer Capital Markets by the Company pursuant to the
Repurchase Agreement and such Shares will subsequently be held in treasury.
9.3 Tendering Shareholders will not be obliged to pay brokerage
fees, commissions or transfer taxes, stamp duty or stamp duty reserve tax in
the UK or Jersey on the buyback by the Company of Shares pursuant to the
Tender Offer.
9.4 Except as contained in the Circular, no person has been
authorised to give any information or make any representations with respect to
the Company or the Tender Offer and, if given or made, such other information
or representations should not be relied on as having been authorised by N+1
Singer Capital Markets or the Company. Under no circumstances should the
delivery of the Circular or the delivery of any consideration pursuant to the
Tender Offer create any implication that there has been no change in the
assets, properties, business or affairs of the Company since the date of the
Circular.
9.5 N+1 Singer Capital Markets reserves the absolute right to
inspect (either itself or through its agents) all Tender Forms and TTE
Instructions and may consider void and reject any tender that does not in its
sole judgement (acting reasonably) meet the requirements of the Tender Offer.
N+1 Singer Capital Markets also reserves the absolute right to waive any
defect or irregularity in the tender of any Shares, including any Tender Form
and/or TTE Instruction (in whole or in part) which is not entirely in order or
which is not accompanied by the related Share certificate(s) and/or other
document(s) of title or an indemnity acceptable to N+1 Singer Capital Markets.
In that event, however, the consideration in the Tender Offer will only be
despatched when the Tender Form is entirely in order and the Share
certificate(s) or other document(s) of title or indemnities satisfactory to
N+1 Singer Capital Markets has/have been received. None of the Company, the
Receiving Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
9.6 The provisions of the Contracts (Rights of Third Parties) Act
1999 do not apply to the Tender Offer.
10 Restricted Shareholders and other Overseas Shareholders
10.1 The provisions of this paragraph and any other terms of the
Tender Offer relating to Restricted Shareholders may be waived, varied or
modified as regards specific Shareholders or on a general basis by the Company
in consultation with the Company but only if the Company is satisfied that
such waiver, variance or modification will not constitute or give rise to a
breach of applicable securities or other law.
10.2 Overseas Shareholders should inform themselves about and
observe any applicable legal and regulatory requirements. It is the
responsibility of any such Overseas Shareholder wishing to tender Shares to
satisfy himself as to the full observance of the laws of the relevant
jurisdiction in connection herewith, the compliance with other necessary
formalities and the payment of any transfer or other taxes or other requisite
payments due in such jurisdiction. Any such Overseas Shareholder will be
responsible for the payment of any such transfer or other taxes or other
requisite payments due by whomsoever payable and the Company and any person
acting on its behalf shall be fully indemnified and held harmless by such
Overseas Shareholder for any such transfer or other taxes or other requisite
payments such person may be required to pay. No steps have been taken to
qualify the Tender Offer or to authorise the extending of the Tender Offer or
the distribution of the Tender Forms in any territory outside the United
Kingdom.
10.3 The Tender Offer is not being made to Restricted Shareholders.
Restricted Shareholders are being excluded from the Tender Offer to avoid
offending applicable local laws relating to the implementation of the Tender
Offer. Accordingly, copies of the Circular, the Tender Form and any related
documents are not being and must not be mailed or otherwise distributed into
any Restricted Territory, including to Shareholders with registered addresses
in Restricted Territories, or to persons who the Company knows to be
custodians, nominees or trustees holding Shares for persons in Restricted
Territories. Persons receiving such documents (including, without limitation,
custodians, nominees and trustees) should not distribute or send them in or
into a Restricted Territory or use such mails or any such means,
instrumentality or facility in connection with the Tender Offer, as so doing
will render invalid any related purported acceptance of the Tender Offer.
Persons wishing to accept the Tender Offer should not use such mails or any
such means, instrumentality or facility for any purpose directly or indirectly
relating to acceptance of the Tender Offer. Envelopes containing Tender Forms
postmarked from a Restricted Territory or otherwise despatched from a
Restricted Territory or Tender Forms which provide Restricted Territory
addresses for the remittance of cash or return of Tender Forms will be
rendered void.
10.4 A Shareholder will be deemed not to have made a valid tender if
(i) such Shareholder is unable to make the representation and warranty set out
in paragraph 5.1.6 (if relevant) and 5.1.7 of this Part 3, or (ii) such
Shareholder confirms by completing Box 4 of the Tender Form that such
Shareholder is a Restricted Overseas person and unable to make the
representations and warranties set out in paragraph 5.1.6 and 5.1.7 of this
Part 3 or such Shareholder inserts in Box 5 of the Tender Form the name and
address of a person or agent in a Restricted Territory or (iii) the Tender
Form received from him is in an envelope postmarked in, or which otherwise
appears to the Company or its agents to have been sent from, a Restricted
Territory. The Company reserves the right, in its absolute discretion, to
investigate, in relation to any acceptance, whether the representation and
warranty referred to in paragraph 5.1.6 (if relevant) and 5.1.7 of this Part 3
given by any Shareholder is correct and, if such investigation is undertaken
and as a result the Company determines (for any reason) that such
representation and warranty is not correct, such acceptance shall not be
valid.
10.5 If, in connection with making the Tender Offer, notwithstanding
the restrictions described above, any person (including, without limitation,
custodians, nominees and trustees), whether pursuant to a contractual or legal
obligation or otherwise, forwards the Circular, the Tender Form or any related
offering documents in or into a Restricted Territory or uses the mails of, or
any means or instrumentality (including, without limitation, facsimile
transmission, telex, internet and telephone) of interstate or foreign commerce
of, or any facility of a national securities exchange in, a Restricted
Territory in connection with such forwarding, such person should (i) inform
the recipient of such fact; (ii) explain to the recipient that such action may
invalidate any purported acceptance by the recipient; and (iii) draw the
attention of the recipient to this paragraph.
10.6 Overseas Shareholders (who are not Restricted Shareholders)
should inform themselves about and observe any applicable legal or regulatory
requirements. If you are in any doubt about your position, you should consult
your professional adviser in the relevant territory.
11 Modifications
The terms of the Tender Offer shall have effect subject to such non-material
modifications or additions as the Company and N+1 Singer Capital Markets may
from time to time approve in writing. The times and dates referred to in the
Circular may be amended by agreement between the Company and N+1 Singer
Capital Markets.
PART 4
TAXATION
The following statements are intended as a general and non-exhaustive summary
of certain limited aspects of the UK tax treatment of Qualifying Shareholders
in respect of the Tender Offer. These statements are based on current UK
legislation and the published practice of HMRC as at the date of the Circular,
both of which may change, possibly with retrospective effect. They apply only
to Qualifying Shareholders who for UK tax purposes are resident in and, in the
case of individuals, domiciled in the UK and to whom "split year" treatment
does not apply (except where express reference is made to the position of
non-UK resident persons). They apply only to Qualifying Shareholders who are
the absolute beneficial owners of their Shares and any dividends payable on
them and who hold their Shares as an investment (and not as securities to be
realised in the course of a trade).
The statements below may not apply to certain categories of shareholder such
as dealers in securities, insurance companies and collective investment
schemes, shareholders who are exempt from taxation (or who hold their Shares
in an individual savings account or through a pension arrangement) and
shareholders who have (or are deemed to have) acquired their Shares by virtue
of any office or employment. Such persons may be subject to special rules.
The following statements do not constitute tax advice. Qualifying Shareholders
who are in any doubt as to their tax position, or who are resident or
otherwise subject to tax in a jurisdiction outside the UK, should consult an
appropriate independent professional tax adviser.
1 Taxation of Chargeable Gains
The transfer of Shares pursuant to the Tender Offer in return for the Tender
Price should generally be treated as a disposal of the Shares for the purposes
of UK capital gains tax or corporation tax on chargeable gains (as applicable)
and therefore may, depending on the Qualifying Shareholder's individual
circumstances and subject to any available allowance, relief or exemption,
give rise to a chargeable gain or an allowable loss for the purposes of UK
taxation of chargeable gains.
UK resident individuals are, for each tax year, entitled to an exemption from
capital gains tax for a specified amount of gains realised in that tax year.
The current annual exempt amount (for the tax year 2016/17) is £11,100.
For Qualifying Shareholders within the charge to corporation tax, indexation
allowance may reduce the amount of any chargeable gain arising on a disposal
of Shares (but cannot give rise to or increase the amount of an allowable
loss).
Qualifying Shareholders that are not resident in the UK for tax purposes (and
not only temporarily non-resident) will not generally be subject to UK
taxation of chargeable gains on a disposal of their Shares, provided that
their Shares are not and have not been acquired, held or used in or for the
purposes of any trade, profession or vocation carried on in the UK through a
branch, agency or permanent establishment. It should however be noted that,
in certain circumstances, an individual Qualifying Shareholder who is only
temporarily non-UK resident may, on re-establishing UK tax residence, be
subject to capital gains tax in respect of disposals which occurred in the
period of temporary non-residence.
The statements above assume that the Company is not treated as an "offshore
fund" for UK tax purposes. Were the Company to be treated as an offshore
fund, a disposal of Shares pursuant to the Tender Offer could be subject to
tax as income, rather than tax on chargeable gains.
2 UK stamp duty and stamp duty reserve tax ("SDRT")
No UK stamp duty or SDRT will be payable by Qualifying Shareholders as a
result of a transfer of the Shares pursuant to the Tender Offer.
PART 5
Additional Information
1 Repurchase Agreement
Under the Repurchase Agreement, the parties agree that, subject to the Tender
Offer becoming unconditional in all respects and not lapsing or terminating in
accordance with its terms, N+1 Singer Capital Markets shall, as principal,
purchase, on market, at the Tender Price, Shares successfully tendered to it
up to a maximum of 13,334,000 Shares.
The Company has agreed that, immediately following the purchase by N+1 Singer
Capital Markets of all Shares which it has agreed to purchase under the terms
of the Repurchase Agreement, the Company will repurchase from N+1 Singer
Capital Markets all such Shares at a price per Share equal to the Tender
Price.
The Repurchase Agreement contains certain representations, warranties and
undertakings from N+1 Singer Capital Markets in favour of the Company
concerning its authority to enter into the Repurchase Agreement and to make
the purchase of Shares pursuant thereto.
The Repurchase Agreement also contains representations, warranties and
undertaking from the Company in favour of N+1 Singer Capital Markets and N+1
Singer Advisory and incorporates an indemnity in favour of N+1 Singer Capital
Markets and N+1 Singer Advisory in respect of any liability which they may
suffer in relation to its performance under the Tender Offer which is not due
to its own negligence, fraud or wilful default.
2 Consent
N+1 Singer Advisory, which is authorised and regulated by the Financial
Conduct Authority, has given and has not withdrawn its consent to the
inclusion herein of its name and the references to it in the form and context
in which they appear.
N+1 Singer Capital Markets, which is authorised and regulated by the Financial
Conduct Authority, has given and has not withdrawn its consent to the
inclusion herein of its name and the reference to it in the form and context
in which they appear.
Dated: 13 December 2016
PART 6
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise.
"2015 AGM" the annual general meeting of the Company held on 22 June 2015
"Articles" or "Articles of Incorporation" the Company's articles of incorporation, as amended from time to time
"Basic Entitlement" the entitlement of each Shareholder to tender up to 6.2888810 per cent. of the Shares registered in such Shareholder's name on the Record Date rounded down to the nearest whole number
"Board" or "Directors" the board of directors of the Company or a duly constituted committee thereof and Director means any one of them
"Business Day" any day on which banks are open for business in London and Jersey (excluding Saturdays and Sundays)
"Circular" the circular sent to Shareholders on 13 December 2016
"City Code" the City Code on Takeovers and Mergers as issued by the Panel on Takeovers and Mergers, as amended from time to time
"Closing Date" 1.00 p.m. on Wednesday, 4 January 2017
"Company" Aseana Properties Limited
"CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the Uncertificated Securities Regulations 2001
"Discontinuation Resolution" the ordinary resolution proposed at the 2015 AGM that the Company cease trading
"Extraordinary General Meeting" or "EGM" the extraordinary general meeting of the Company convened for 9.30 a.m. on Wednesday, 4 January 2017, notice of which is set out at the end of the Circular, or any adjournment thereof
"Form of Proxy" the form of proxy for use by Shareholders in connection with the EGM
"Ireka" Ireka Corporation Berhad, the holding company of the Manager
"Law" the Companies (Jersey) Law 1991
"Legacy Essence" Legacy Essence Limited, a significant Shareholder
"Listing Rules" the listing rules made by the UK Listing Authority under section 73A of the UK Financial Services and Markets Act 2000
"London Stock Exchange" London Stock Exchange plc
"Manager" Ireka Development Management Sdn Bhd
"May 2015 Circular" the circular sent to Shareholders on 22 May 2015
"N+1 Singer Advisory" Nplus1 Singer Advisory LLP
"N+1 Singer Capital Markets" Nplus1 Singer Capital Markets Limited
"Net Asset Value" or "NAV" net asset value as calculated in accordance with the Company's accounting policies and the Articles
"Notice of Extraordinary General Meeting" the notice convening the EGM set out at the end of the Circular
"Official List" the Official List maintained by the UK Listing Authority
"Overseas Shareholders" Shareholders who are resident in, or citizens of, territories outside of the United Kingdom, or a custodian, nominee or trustee for a citizen, national or resident of a jurisdiction outside the United Kingdom, and not resident or otherwise located in, or citizens of, any of the Restricted Territories
"Qualifying Shareholders" Shareholders whose names are entered on the Register on the Record Date other than Restricted Shareholders
"Receiving Agent" Computershare Investor Services PLC
"Record Date" close of business on 4 January 2017
"Register" the register of Shareholders of the Company
"Repurchase Agreement" the agreement between the Company and N+1 Singer Capital Markets dated 8 December 2016
"Restricted Shareholders" Shareholders who are resident or otherwise located in, or citizens of, one of the Restricted Territories
"Restricted Territories" any of the following territories: the United States, Australia, Canada, the Republic of South Africa and Japan or any other jurisdiction where the extension or acceptance of the Tender Offer would violate the relevant laws and/or regulations of that jurisdiction
"SEC" the United States Securities and Exchange Commission
"Shareholders" holders of Shares
"Shares" shares in the capital of the Company of nominal value U.S.$0.05 each
"Share Capital" 212,025,000 Shares, being the issued share capital of the Company as at 12 December 2016 (being the latest practicable date prior to the publication of the Circular)
"Tender Form" the personalised tender form accompanying the Circular for use, by Qualifying Shareholders holding their Shares in certificated form only, in connection with the Tender Offer
"Tender Offer" the invitation by the Company to Qualifying Shareholders on the Register on the Record Date to tender Shares for purchase on the terms and subject to the conditions set out in the Circular and, where relevant, in the Tender Form
"Tender Offer Resolution" the resolution to be proposed at the Extraordinary General Meeting approving the terms of the Tender Offer and sanctioning the Board to buy back its Shares and hold such Shares in treasury
"Tender Price" US$0.75 per Share
"TTE Instruction" a transfer to escrow instruction (as defined by the CREST Manual)
"UK" the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority" the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of admissions to the Official List
"United States" The United States of America, its territories and possessions, any state of the United States of America and the District of Colombia
ENDS
This information is provided by RNS
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