REG - Aseana Prop Ltd - Proposed Sale of Treasury Shares

Aseana PropertiesAnnouncement

30/03/2023 10:00

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RNS Number : 7754U  Aseana Properties Limited  30 March 2023

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW SHARES OF ASEANA PROPERTIES LIMITED IN THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE RETAINED EU LAW VERSION OF THE
MARKET ABUSE REGULATION (EU) NO. 596/2014 (THE "UK MAR") WHICH IS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. THE INFORMATION IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF THE
UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

30 March 2023

Aseana Properties Limited

("Aseana" or the "Company")

Proposed Sale of Treasury Shares

Aseana Properties Limited (LSE: ASPL), a property developer in Malaysia which
is listed on the Main Market of the London Stock Exchange, announces its
intention to raise funds by way of a private placement of the shares of
US$0.05 each in the capital of the Company currently held in treasury by the
Company (the "Treasury Shares") (the "Treasury Share Sale").

The Treasury Shares represent 6.7 per cent. of the issued share capital of the
Company and the Company intends to use the net proceeds from the Treasury
Share Sale for general working capital purposes and to repay its debt
obligations as they arise.

The Treasury Share Sale will be effected by way of a private placement which
will be launched immediately following this announcement (the "Private
Placement"). The final number of Treasury Shares to be sold and the price at
which the Treasury Shares are to be sold will be agreed by the Company at the
close of the Private Placement process.  The timing of the closing of the
Private Placement and the distribution of allocations are at the discretion of
the Company and a further announcement confirming these details is expected to
be made in due course. The Company reserves the right to close the Private
Placement without further notice. There can be no certainty that the Treasury
Share Sale will complete.

For further information:

 Aseana Properties Limited
 Nick Paris, Non-Executive Chairman  nickparis@btinternet.com (mailto:nickparis@btinternet.com)

                                     +44(0)7738 470550

 Grant Thornton UK LLP
 Philip Secrett / George Grainger    +44(0)20 7383 5100

 

 

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TREASURY
SALE. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE
ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA AND THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY
RELEVANT IMPLEMENTING MEASURES, AS ADOPTED IN THE UNITED KINGDOM VIA THE UK
VERSION OF THE PROSPECTUS REGULATIONS WHICH IS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, (THE "PROSPECTUS DIRECTIVE"); (2) IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED)
(THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR
(III) ARE PERSONS TO WHOM AN OFFER OF THE TREASURY SHARES MAY OTHERWISE
LAWFULLY BE MADE; OR (3) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE TREASURY SALE SET OUT IN
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.

The Treasury Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United States, and,
absent registration, may not be offered or sold in the United States (as
defined in Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any relevant
State or other jurisdiction of the United States. There will be no public
offering of the Treasury Shares in the United States or elsewhere.

The Treasury Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Treasury Sale or the accuracy or
adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection
with the Treasury Sale. Any investment decision to buy securities in the
Treasury Sale must be made solely on the basis of publicly available
information. Such information is not the responsibility of and has not been
independently verified by the Company or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, the Republic of South Africa or
Japan. Any failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Treasury
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or any of their respective affiliates that would, or
which is intended to, permit a public offer of the Treasury Shares in any
jurisdiction, or possession or distribution of this announcement or any other
offering or publicity material relating to the Treasury Shares, in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about and to observe any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information
contained in this announcement or on its completeness and this announcement
should not be considered a recommendation by the Company or any of their
respective affiliates in relation to any purchase of or subscription for
securities of the Company. No representation or warranty, express or implied,
is given by or on behalf of the Company or any of their respective directors,
partners, officers, employees, advisers or any other persons as to the
accuracy, fairness or sufficiency of the information or opinions contained in
this announcement and none of the information contained in this announcement
has been independently verified.  Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such information or
opinions.

References to time in this announcement are to London time, unless otherwise
stated. All times and dates in this announcement may be subject to amendment.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

 

 

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