REG - Aseana Prop Ltd - Proposed Subscription & Posting of Circular
26/11/2025 14:30
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RNS Number : 1429J Aseana Properties Limited 26 November 2025
This announcement contains information that, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).
26 November 2025
ASEANA PROPERTIES LIMITED
("Aseana" or the "Company")
Proposed Subscription for 48,275,000 Ordinary Shares at US$0.08 per share
Approval of the Waiver under Rule 9 of the City Code on Takeovers and Mergers
and
Notice of General Meeting
Aseana (LSE: ASPL), a property developer in Malaysia listed on the main market
of the London Stock Exchange, announces that the Company has today published a
Circular to Shareholders setting out the business to be considered at a
General Meeting of the Company to be held at the offices of the Company at
Level 6M Boardroom, The RuMa Hotel and Residences, 7 Jalan Kia Peng, 50450
Kuala Lumpur, Malaysia at 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean
Time) on 11 December 2025.
The Company has agreed terms with Neuchatel to raise approximately US$3.86
million by way of the Subscription by Neuchatel of new Ordinary Shares at the
Issue Price of $0.08 per new Ordinary Share, a premium of 6.67% to the closing
mid-market price of $0.075 per Ordinary Share on 25 November 2025.
The Subscriber has an interest in 68,190,000 Shares representing 28.25 per
cent. of the Company's issued share capital and voting rights following a
subscription which completed in February 2025. On completion of the
Subscription, the Subscriber's interest in the enlarged share capital of the
Company would increase to 40.21 per cent. and the Lim Concert Party's interest
in the enlarged share capital of the Company would increase to 40.37% which,
in the absence of a Rule 9 Waiver, would require the Subscriber to make a
general offer for all the Ordinary Shares in accordance with Rule 9.
The Subscription is conditional on a Rule 9 Waiver Resolution being approved.
Therefore, at the request of the Subscriber, in order to complete the
Subscription, the Company is issuing this document to those Shareholders of
the Company who are independent of the Subscriber to seek approval of the Rule
9 Waiver Resolution at the General Meeting.
The purpose of the Circular is to set out the background to the Subscription
and to convene a shareholder meeting to consider, and if thought fit, approve
the Rule 9 Waiver Resolution.
All capitalised terms used throughout this announcement shall have the
meanings given to such terms in the Definitions section of this announcement
and as defined in the Circular. Any references to page numbers, Parts,
Sections or 'this document' refer to the Circular which is available for
download from the Company's website, https://aseanapropertieslimited.com/
(https://aseanapropertieslimited.com/) .
Copies of the Circular, including the notice of General Meeting, will be
posted to shareholders on or around 26 November 2025 and the document will be
made available on the Company's website, https://aseanapropertieslimited.com/
(https://aseanapropertieslimited.com/) . The Circular will also be made
available shortly to view on the National Storage Mechanism.
Enquiries:
Aseana Properties Limited
Leong Kheng Cheong kc.leong@aseanapropertieslimited.com
Lim Tian Huat thlim@aseanaplc.com
Thong Kok Cheong kcthong@aseanaplc.com
Allenby Capital Limited (Financial Adviser) +44 (0) 20 3328 5656
Nick Naylor / Nick Athanas / Ashur Joseph
EXTRACTS FROM THE CIRCULAR
The following has been extracted from, and should be read in conjunction with,
the Circular to Shareholders, which will shortly be available from the
Company's website (https://aseanapropertieslimited.com/
(https://aseanapropertieslimited.com/) ).
Letter from the Chairman
Subscription for 48,275,000 Ordinary Shares at US$0.08 per share
Approval of Waiver of Rule 9 of the City Code on Takeovers and Mergers
and
Notice of General Meeting
PART I: LETTER FROM THE CHAIRMAN
1. INTRODUCTION
Over the last few months the Board has been working to secure additional
funding to: i) reinforce the Company's capital position for the refurbishment
of the Sandakan Hotel in order for it to re-open and make the asset
operationally cash generative; and ii) enable the Company to meet its
obligations for certain bank covenants for its current refinancing
arrangements and to maintain its credibility and good standing with current
and potential lenders.
The Board is therefore pleased to report that Aseana has agreed terms with the
Subscriber to raise approximately US$3.86 million by way of the Subscription
by Neuchatel of new Ordinary Shares at the Issue Price of $0.08 per new
Ordinary Share, a premium of 6.67 per cent. to the closing mid-market price of
$0.075 per Ordinary Share on 25 November 2025.
As at the date of this document the Subscriber has an interest in 68,190,000
Shares representing 28.25 per cent. of the Company's issued share capital and
voting rights following a subscription which completed in February 2025. On
completion of the Subscription, the Subscriber's interest in the enlarged
share capital of the Company would increase to 40.21 per cent. and the Lim
Concert Party's interest in the enlarged share capital of the Company would
increase to 40.37 per cent. which, in the absence of a Rule 9 Waiver, would
require the Subscriber to make a general offer for all the Ordinary Shares in
accordance with Rule 9.
The Subscription is conditional on a Rule 9 Waiver Resolution being approved.
Therefore, at the request of the Subscriber, in order to complete the
Subscription, the Company is issuing this document to those Shareholders of
the Company who are independent of the Subscriber to seek approval of the Rule
9 Waiver Resolution at the General Meeting.
The purpose of this Circular is to set out the background to the Subscription
and to convene a shareholder meeting to consider, and if thought fit, approve
the Rule 9 Waiver Resolution.
This document also contains the Directors' recommendation that Independent
Shareholders vote in favour of the Resolution. Notice of the General Meeting,
at which the Resolution will be proposed, is set out at the end of this
document. A Form of Proxy is also enclosed with this document for use at the
General Meeting.
The Directors intend to vote in favour of the Resolution in respect of their
own beneficial holdings in the Company which amount in aggregate to 11,959,608
Ordinary Shares and represent approximately 4.95 per cent. of the Company's
current voting rights. The Directors believe that the Subscription with the
Subscriber is the most appropriate and timely way to raise funds for the
Company at this point in time.
Should the Resolution not be passed, the Company would still need to raise
funds to enable it to execute on its business plan and to address its urgent
financing needs. As such, should the Rule 9 Waiver not be approved by the
Independent Shareholders, the Company will seek to carry out a separate
fundraising and the Company has given the Subscriber a right of first refusal
on any such separate fundraising. Where such separate fundraising would
trigger a general offer for the Company pursuant to Rule 9 of the Code, the
Company would not undertake such separate fundraising until the Company is
satisfied (acting reasonably) as to the Subscriber's ability to release an
announcement pursuant to Rule 2.7 of the Code. Should the Subscriber exercise
its right of first refusal in relation to any separate fundraising any
resulting offer pursuant to Rule 9 of the Code would be made at a price of
US$0.08 per Ordinary Share or the highest price paid by the Subscriber or any
person acting in concert with it for any interest in Ordinary Shares during
the prior 12 months, whichever is higher.
HOWEVER, SHAREHOLDERS SHOULD NOTE THAT SHOULD THE RULE 9 WAIVER RESOLUTION NOT
BE PASSED BY INDEPENDENT SHAREHOLDERS THERE CAN BE NO CERTAINTY THAT THE
SUBSCRIBER WOULD DECIDE TO PROCEED WITH A FUNDRAISING OR THAT THAT FUNDRAISING
WOULD TRIGGER A MANDATORY OFFER BEING MADE BY THE SUBSCRIBER UNDER RULE 9 OF
THE CODE.
2. BACKGROUND
2.1. Background to and Reason for the Fundraise
On 9 October 2024, the Company announced that following a review of its full
year cash flow forecasts and its working capital requirements, the urgent need
to recapitalise the Group's balance sheet compelled the Company to critically
consider equity issues as an option to raise funds while continuing to
aggressively pursue its asset disposal strategy. Since then, the Company
successfully raised funds via a subscription with the Subscriber in February
2025 and following this carried out a sale of its Treasury Shares (further
details of which are set out below), which enabled the Company to stabilise
its financial position. The Board has also carried out extensive work to
restructure the Company's current debt profile in order to enhance its
underlying financial performance and cash flow position by procuring new debt
financing at more favourable terms for the Company.
The subscription to the Subscriber for 68,190,000 ordinary shares was subject
to shareholder approval at a general meeting and was duly approved by
shareholders on 24 February 2025. To date, the net proceeds of the
subscription in February 2025 (c.US$5.45 million) have been primarily utilised
towards repaying the outstanding bank debt of Silver Sparrow Bhd to forestall
foreclosure actions initiated by the Receivers and Managers of ICSD, the owner
of the Sandakan Asset, which constitutes the security under the SSB MTN. As
announced on 7 August 2025, the Company successfully managed to discharge ICSD
from its Receivers and Managers who were originally appointed following a
letter of notice received from Maybank Investment Bank Berhad, as announced by
the Company on 6 November 2024.
On 17 March 2025, the Company announced that it had entered into an agreement
to raise approximately US$1.06 million by way of a sale of its Treasury Shares
to Mr. Ong Vincent. The proceeds of this transaction were utilised to
facilitate the debt refinancing exercise and to also fund the working capital
of the Company along with the associated transaction fees relating to the
subscription in February 2025.
Having recently drawn down on the facility granted by AmBank (M) Berhad to
settle the defaulted SSB MTN in full, as announced by the Company on 4 July
2025, the Board is actively executing plans to reinvigorate the Sandakan
Asset, and to position the Company to ensure ongoing compliance with bank
covenants. Specifically, the Company is seeking to deploy capital to the
Sandakan Hotel to fund its re-opening which is scheduled for early 2026.
Having reviewed the Company's funding requirements and urgency of the need of
funds, the Board believes its best option would be to pursue the Subscription
within its authorities granted to them at their most recent annual general
meeting held on 30 May 2025.
2.2. Current trading and prospects
Since the initial investment in February 2025 by Neuchatel, additional
resources have been brought to the Group, including significant local and
regional business networks as well as banking relationships.
In addition, the Group has successfully re-financed the defaulted SSB MTN on
more favourable financing terms and most importantly discharged the Receivers
& Managers appointed to its subsidiary ICSD (since early November 2024),
regaining full control over ICSD's net assets. The Group is currently in an
advanced stage of finalising the re-financing of its remaining loans with
other financial institutions.
The Group continues to improve the operating performances at The RuMa Hotel
and Residences as well as the Harbour Mall Sandakan. The plan to re-open the
Sandakan Hotel remains on track but significant investment is now required in
order to meet the work schedule and to deliver a compelling product for
customers which would be expected to allow the return on investment for the
financing bank to be met. Costs of re-opening the Sandakan Hotel are
significantly higher (at c. US$5 million) than initially anticipated (c.
US$1.5 million) due to the lapse of approximately five years since the hotel
was shut down in mid-2020, which has taken a toll on the condition of the
hotel compared to original expectations. Extensive works are required to be
carried out which include rectifying defects, undertaking major servicing of
mechanical, electrical, and plant equipment, replacing obsolete interior
design elements and equipment, carrying out necessary renovations to refresh
the property and replacing furniture, fixtures, operating equipment and
supplies.
The Group is seeing positive early outcome from the hard work the Directors
and team members have put in with the support from Neuchatel. The Directors
are confident that the Group's debt profile will be significantly restructured
and its underlying profitability and cash flow position would be in a position
to improve moving forward.
On 30 September 2025 the Group announced its unaudited interim results for the
six months ended 30 June 2025 ("H1 2025") which, inter alia, detailed that The
RuMa Hotel had achieved c.72 per cent. occupancy in H1 2025 and the Harbour
Mall Sandakan occupancy in H1 2025 was in-line with the prior year at 93 per
cent.. In H1 2025 the Group recorded an unaudited operating revenue of US$9.6
million driven by higher revenue from The RuMa Hotel and Residences and an
operating profit of US$3.4 million driven by a foreign exchange ("FX") gain of
US$7.5 million due to strong appreciation of the Malaysian Ringgit against the
reported currency of US Dollar. Excluding the FX gain, the Group reported an
operating loss of US$4.1 million driven largely by the cost overruns in
relation to the re-opening of the Sandakan Hotel as outlined above. In
addition, the Group faces additional short-term challenges in the form of PASB
MTN tranches that will fall due from December 2025 through to January 2026 and
which the Group's management is seeking to refinance.
Whilst the Group is making good progress, there is still significant work to
be done and steep challenges ahead.
The Group's unaudited net asset value as at 30 June 2025 stood at US$45.7
million (31 December 2024 (audited): US$41.7 million).
2.3. Use of proceeds
The Subscription is anticipated to raise proceeds of approximately US$3.86
million (before expenses) for the Company. It is intended for the net proceeds
of the Subscription, in addition to the Company's existing available cash
resources, to be largely utilised towards funding the Sandakan Hotel for its
intended re-opening which is scheduled for early 2026 as well as ensuring the
Company's ongoing compliance with bank covenants arising from the Company's
most recent debt restructuring.
Additional Capital Deployment into the Sandakan Asset
Funds from the Subscription will be used to rectify defects, undertake major
servicing of mechanical, electrical, and plant equipment, replace obsolete
interior design elements and equipment, carry out necessary renovations to
refresh the property, and replace furniture, fixtures, operating equipment and
supplies to ensure a quality guest experience upon reopening. These costs are
significantly higher than initially anticipated due to the lapse of
approximately five years, which has taken a toll on the condition of the hotel
compared to original expectations.
Bank Covenants
These investments are critical to restoring the Sandakan Hotel's operations
and enabling it to generate cashflow that will support ICSD's repayment
obligations to its existing financier, which funded the repayment of the
previously defaulted SSB MTN. The Sandakan Hotel's successful re-opening is
fundamental in ensuring ICSD complies with key financing covenants, including
debt service coverage and security coverage ratios, both of which are driven
by the Sandakan Hotel's projected cashflows and valuation.
Accordingly, in order to maintain an orderly relationship with its lender and
to address the shortfall of funding that has arisen as a result of the cost
over-run of approximately RM16 million in the refurbishment of the Sandakan
Hotel, the Company has undertaken to its lender that it will carry out a
fundraise before the end of February 2026. The letter of undertaking with
AmBank (M) Berhad is being made available on the Company's website as set out
in paragraph 12 of Part IV of this document.
3. DETAILS OF THE SUBSCRIPTION
Pursuant to the terms of the Subscription Agreement, the Subscriber applies
for the allotment and issue of 48,275,000 new Ordinary Shares, which is
conditional upon the passing of the Resolution put forward to shareholders in
this document, at the Issue Price of US$0.08 cents per Ordinary Share, a 6.67
per cent. premium to the closing mid-market price per Ordinary Share on 25
November 2025. Together with the existing 68,190,000 Ordinary Shares already
held by the Subscriber, this will result in the Subscriber holding 116,465,000
Ordinary Shares representing 40.21 per cent. of the enlarged issue share
capital and the Lim Concert Party holding 116,938,541 Ordinary Shares
representing 40.37 per cent. of the enlarged issued share capital. It is
understood that the Subscriber will satisfy the consideration pursuant to the
Subscription agreement with cash and no other debt facilities or other
instruments.
Admission of the Subscription Shares is conditional on the publication of the
Prospectus as soon as possible and no later than 20 February 2026. Please see
section 6 of Part I of this document for further details on Admission and
settlement.
4. RULE 9 WAIVER
The Takeover Code governs, inter alia, transactions which may result in a
change of control of a public company to which the Takeover Code applies.
Under Rule 9, any person who acquires, whether by a series of transactions
over a period of time or not, an interest (as defined in the Takeover Code) in
shares which, taken together with shares in which they are already interested
or in which persons acting in concert with him are interested, carry 30 per
cent. or more of the voting rights of a company which is subject to the
Takeover Code, is normally required to make a general offer to all the
remaining shareholders of the relevant public company to acquire their shares.
Similarly, Rule 9 also provides that when any person, together with persons
acting in concert with him, is interested in shares which, in aggregate, carry
more than 30 per cent. of the voting rights of such company but does not hold
shares carrying 50 per cent. or more of such voting rights, a general offer
will normally be required if any further interest in shares is acquired by any
such person. Rule 9 further provides, among other things, that where any
person who, together with persons acting in concert with him, holds over 50
per cent. of the voting rights of a company, and acquires further shares
carrying voting rights, then he will not generally be required to make a
general offer to the other shareholders to acquire the balance of their
shares.
An offer under Rule 9 must be in cash and must be at the highest price paid by
the person required to make the offer, or any person acting in concert with
him, for any interest in shares of the company in question during the 12
months prior to the announcement of the offer.
The potential interest of the Lim Concert Party in the Shares following the
Subscription, and assuming no disposals of Ordinary Shares by the Subscriber
and no further issues of Ordinary Shares by the Company in the meantime, will
be 116,938,541 Ordinary Shares, representing approximately 40.37 per cent. of
the total voting rights of the Company at that time.
This, without the Rule 9 Waiver, would oblige the Subscriber or a member of
the Lim Concert Party to make a general offer to Shareholders under Rule 9.
The Takeover Panel has agreed, however, to waive the obligation on the
Subscriber or a member of the Lim Concert Party to make a general offer that
would otherwise arise as a result of the Subscription subject to approval on a
poll by the Independent Shareholders of the Resolution as set out in the
Notice of GM.
The Waiver described in the Rule 9 Waiver Resolution, which is conditional
upon the passing of Resolution, applies only in respect of increases in the
percentage interest of the Subscriber over the Subscriber's current interest
in the Shares resulting from the Subscription.
The Concert Party will not vote on the Rule 9 Waiver Resolution. Unless the
Rule 9 Waiver Resolution has been approved by the Independent Shareholders,
the Subscriber will not subscribe for the Subscription Shares. Should the
Independent Shareholders not approve the Rule 9 Waiver Resolution, the Company
will, as undertaken to their lender, seek to carry out a separate fundraising
which the Subscriber has been given a right of first refusal on.
The Takeover Code requires the Directors to obtain competent independent
advice regarding the transaction, which is the subject of the Rule 9 Waiver,
the controlling position which it will create and the effect which that will
have on the Shareholders generally. Allenby Capital has provided formal advice
to the Directors regarding the Subscription and the Rule 9 Waiver and has
confirmed to the Company that it is independent of the Subscriber. The
substance of this advice is available at paragraph 10 below.
Shareholders should be aware that if the Rule 9 Waiver Resolution is passed
and the Subscriber is issued with the new Ordinary Shares pursuant to the
Subscription Agreement, the Subscriber will have a direct interest in more
than 30 per cent. but not more than 50 per cent. of the voting rights of the
Company, and neither the Subscriber nor any members of the Lim Concert Party
will be able to increase their aggregate interest in the Company save in
accordance with its obligations under Rule 9 of the Takeover Code which will
require it to make a general offer to all Shareholders to acquire their
Shares.
The intentions of the Subscriber
The Subscriber has confirmed to the Company that they intend to work with the
Board for the benefit of all Shareholders, primarily in relation to the
Company meeting its obligations for certain bank covenants for its current
refinancing arrangement and to maintain its credibility and good standing with
current and potential lenders, a matter which is crucial for the ongoing
trading of the Company. More details on the intentions of the Subscriber are
set out in Part III section 5 of this document.
5. FURTHER INFORMATION
Your attention is drawn to the additional information set out in Parts II to
IV of this document.
6. SETTLEMENT AND DEALINGS
Admission of the Subscription Shares is conditional on the publication of the
Prospectus. An estimated 48,275,000 Subscription Shares will be admitted to
the Official List Equity Shares (transition) category under Chapter 22 of the
UKLR and to trading on the Main Market on as soon as possible following the
Subscription and no later than 23 February 2026.
In addition to the Subscription Shares and, as previously announced by the
Company on 7 January 2025 and 21 January 2025, admission of the second tranche
of new Ordinary Shares from the previous subscription with Neuchatel remains
conditional on the publication of the Prospectus.
The Company is undertaking all such steps to ensure that Admission of these
shares occurs as soon as possible and by no later than 23 February 2026.
The Company anticipates that Admission of the Subscription Shares would occur
simultaneous with admission of the shares from the previous subscription
announced by the Company in January 2025.
7. GENERAL MEETING
Notice of the General Meeting of the Company to be held at Level 6M Boardroom,
The RuMa Hotel and Residences, 7 Jalan Kia Peng, 50450 Kuala Lumpur, Malaysia
at 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) on 11 December 2025
is set out at the end of this document.
At the General Meeting, Shareholders will consider the Resolution outlined in
the notice of meeting, below.
8. ACTION TO BE TAKEN
Shareholders will find enclosed with this Circular a Form of Proxy for use in
connection with the General Meeting. Shareholders are requested to complete
and return the enclosed Form of Proxy as soon as possible.
To be valid, Forms of Proxy for use at the General Meeting must be completed
and returned in accordance with the instructions printed thereon to the
registered office of the Company at First Floor, Osprey House, Old Street, St.
Helier, Jersey, JE2 3RG, Channel Islands by post as soon as possible and, in
any event, so as to arrive no later than 5.30 p.m. Malaysia time (9.30 a.m.
Greenwich Mean Time) on 9 December 2025 (or, in the case of an adjournment,
not later than 24 hours (excluding weekends and public holidays) before the
time fixed for the holding of the adjourned meeting). CREST members can also
vote by utilising the CREST electronic proxy appointment service in accordance
with the procedures set out in the Notice. The completion and return of a Form
of Proxy will not preclude a Shareholder from attending the GM and voting in
person should he subsequently wish to do so.
The results of the votes cast at the General Meeting will be announced as soon
as possible, once known, through a Regulatory Information Service.
9. INDEPENDENCE
All of the Directors are deemed to be independent for the purposes of making a
recommendation on the proposed Resolution. Furthermore, the Ordinary Shares
held by Neuchatel and Garynma Capital, as the parties who are the subject of
the Waiver, will not count towards any vote on the Rule 9 Waiver Resolution at
the General Meeting.
10. RECOMMENDATION
The Directors, who have been so advised by Allenby Capital, consider the
Subscription and the Rule 9 Waiver to be fair and reasonable and in the best
interests of the Company and its Independent Shareholders as a whole and
therefore recommend Independent Shareholders to vote in favour of the
Resolution. In providing its advice to the Directors, Allenby Capital has
taken into account the commercial assessments of the Directors. The Company
has the opportunity to obtain equity financing in a fast and effective manner
which will facilitate the re-opening of the Sandakan Hotel and ensure that the
Company is able to maintain its compliance with certain bank covenants in
relation to the recent debt restructuring that it undertook.
The Board considers the Subscription is in the best interests of the Company
and its Shareholders as a whole and therefore unanimously recommend that
Shareholders vote in favour of the Resolution to be proposed at the General
Meeting, as they intend to do in respect of their own and associated holdings
of 11,959,608 Ordinary Shares (representing approximately 4.95 per cent. of
the Company's current voting rights).
Shareholders should note that should the Resolution not pass at the General
Meeting, the Company would still require additional financing in order to
revitalise the Sandakan Hotel and maintain its obligations in respect of its
bank covenants. As such, the Company would subsequently seek to carry out a
separate fundraising which the Subscriber has been given a right of first
refusal over. The exercise of such a right by the Subscriber would very likely
trigger a Rule 9 offer pursuant to the Code. Should the Subscriber exercise
its right of first refusal in relation to any separate fundraising any
resulting offer pursuant to Rule 9 would be made at a price of not less than
US$0.08 per Ordinary Share or the highest price paid by the Subscriber or any
person acting in concert with it for any interest in Ordinary Shares during
the prior 12 months, whichever is higher.
In the event that the Subscriber makes a general offer for the remaining
Shares in the Company pursuant to Rule 9 of the Code, the Company would incur
significantly more costs associated with the Subscription which may negatively
affect the Company's good standing with lenders and reduce the deployment of
capital towards re-opening the Sandakan Hotel.
Yours faithfully,
Lim Tian Huat
Independent Non-Executive Chairman
EXTRACTS FROM PART III: INFORMATION ON THE LIM CONCERT PARTY
The information set out in this Part III which relates to the Subscriber has
been accurately reproduced from information provided by the Subscriber. As far
as the Company is able to ascertain from this information, no facts have been
omitted which would render the information in this Part III which relates to
the members of the Subscriber inaccurate or misleading.
1. Information on the Subscriber
Neuchatel 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 Kian Onn 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 Kian Onn is currently Executive Chairman of the Ormond Hotel
Group.
Mr. Lim Kian Onn played the lead role as Deputy Chairman of AirAsia X from
2020 to 2022 where he was instrumental in navigating AirAsia X through
financial difficulties and 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 represents a deepened commitment by Mr Lim
Kian Onn who has notable experience in financial restructuring, particularly
in the hospitality sector, to bring further value to the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the proposed Subscription 26 November 2025
Posting of this Circular and the Notice of General Meeting 26 November 2025
Date of this document 26 November 2025
Latest time and date for receipt of Forms of Proxy 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time)
on 9 December 2025
General Meeting 5.30 p.m. Malaysia time
(9.30 a.m. Greenwich Mean Time)
on 11 December 2025
Announcement of the results of the General Meeting through 11 December 2025
a Regulatory Information Service
Definitive share certificates in respect of the Subscription Shares dispatched within two months of the proposed allotment and issuance
by post
Expected publication of the Prospectus By no later than 8.00 am on 20 February 2026
Expected admission and commencement of dealings in the Subscription Shares By no later than 8.00 am on 23 February 2026
KEY STATISTICS
Issue
Price
US$ 0.08
Number of Existing Shares at the date of this
document
241,377,498*
Number of Management Shares at the date of this
document
2
Number of Ordinary Shares issued but not yet admitted to trading at the date
of this document 33,552,501
Total number of voting rights in the Company at the date of this
document 241,377,498
Number of Subscription Shares to be issued pursuant to the
Subscription 48,275,000
Total number of voting rights in the Company following the
Subscription 289,652,498
Percentage of Existing Shares in which the Lim Concert Party is interested in
as at date of this
document
28.45%
Percentage of enlarged issued share capital in which the Lim Concert Party
will be interested in upon completion of the
Subscription
40.37%
Estimated gross proceeds of the
Subscription
US$3.86 million
ISIN of the Ordinary
Shares
JE00B1RZDJ41
SEDOL
B1RZDJ4
*includes 2 management shares of US$0.05 each in the capital of the company
DEFINITIONS
The following definitions apply throughout this document, unless the context
requires otherwise:
"Admission" admission of the Subscription Shares to the Official List Equity Shares
(transition) category under Chapter 22 of the UK Listing Rules and to trading
on the Main Market;
"Allenby Capital" Allenby Capital Limited, the Company's financial adviser;
"Articles" or the articles of association of the Company, as amended from time to time;
"Articles of Association"
"Board" or "Directors" the directors of the Company as at the date of this document;
"British Virgin Islands" or "BVI" the British Virgin Islands;
"Code" or "Takeover Code" The City Code on Takeovers and Mergers;
"Chairman" Lim Tian Huat, the Independent Non-Executive Chairman of the Company;
"this document" or "Circular" this circular to Shareholders incorporating the Notice of General Meeting;
"Company" or "Aseana" Aseana Properties Limited;
"Concert Party" or "Lim Concert Party" the Subscriber and Garynma Capital, companies owned and/or controlled by Mr
Lim Kian Onn and deemed to be acting in concert for the purposes of the
Takeover Code;
the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear UK & International Limited which facilitates the
"CREST" transfer of title to shares in uncertificated form;
"Existing Shares" 241,377,498 Ordinary Shares and Management Shares in issue, as at the date of
this document;
"FCA" the United Kingdom Financial Conduct Authority;
"Form of Proxy" the form of proxy for use by Shareholders in connection with the General
Meeting;
"Fundraise" or "Subscription" the issue of the Subscription Shares at the Issue Price by the Company to the
Subscriber pursuant to the terms of the Subscription Agreement;
"Garynma Capital" Garynma MY Capital Limited, (BVI Company No.: 1924437);
"Garynma Trust" a trust established by Mr Lim Kian Onn and his spouse as the settlors and of
which their three children and issues are discretionary beneficiaries;
"GBP" or "£" or "Sterling" pounds sterling, the lawful currency of the United Kingdom;
"General Meeting" or "GM" the general meeting of the Company to be held on 11 December 2025 at 5.30 p.m.
Malaysia time (9.30 a.m. Greenwich Mean Time) (or any adjournment thereof),
called pursuant to the Notice;
"Group" the Company and its subsidiaries from time to time;
"ICSD" ICSD Ventures Sdn. Bhd., a wholly owned subsidiary of the Company;
"Independent Shareholders" the Shareholders other than the Concert Party;
"ISIN" International Securities Identification Number;
"Issue Price" US$0.08 per Ordinary Share;
"Listing Rules" or "UKLR" the UK listing rules made by the UK Financial Conduct Authority under Part VI
of the Financial Services and Markets Act 2000, as amended from time to time;
"London Stock Exchange" the London Stock Exchange Group plc;
"Main Market" the market of that name operated by the London Stock Exchange;
"Malaysian Ringgit" or "RM" the Malaysian Ringgit is the currency of Malaysia;
"Management Shares" the two management shares of US$0.05 each in the capital of the Company in
issue as at the date of this document;
"MAR" or "UK MAR" Market Abuse Regulation (EU) No 596/2014 of the European Parliament and the
Council of 16 April 2014 which has effect in English law by virtue of the
European Union (Withdrawal) Act 2018;
"Neuchatel" or "Subscriber" Neuchatel Investment Holdings Limited (BVI company number: 1782612) with its
registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road
Town, Tortola, VG1110, British Virgin Islands;
"Notice of General Meeting" or "Notice of GM" the notice convening the General Meeting set out on pages 29 to 30 of this
Circular;
"Ordinary Shares" ordinary shares of US$0.05 each in the capital of the Company from time to
time;
"PASB" Potensi Angkasa Sdn. Bhd., a wholly owned subsidiary of the Company;
"PASB MTN" PASB Medium Term Notes;
"Prospectus" means the approved prospectus to be published as soon as possible and no later
than 20 February 2026 following the February 2025 subscription by the Company
and in connection with the second tranche of 33,552,501 Ordinary Shares that
were issued but not admitted to trading;
"Prospectus Rules" the Prospectus Regulation Rules issued by the FCA;
"Receivers and Managers" KPMG Corporate Restructuring PLT;
"Register of Members" the register of members of the Company;
"Registrar" or "Computershare" Computershare Investor Services (Jersey) Limited;
"Regulatory Information Service" a service approved by the London Stock Exchange plc for the distribution to
the public of announcements and included within the list maintained on the
London Stock Exchange plc's website;
"Restricted Jurisdictions" each and any of the United States of America, Australia, Belarus, Canada,
Japan, New Zealand, Russia, the Republic of Ireland and the Republic of South
Africa and any other jurisdiction where any offer of the Ordinary Shares or
the distribution of this document would breach any applicable law or
regulations;
"Rule 9" Rule 9 of the Takeover Code;
"Rule 9 Waiver" or "Waiver" the waiver which has been granted by the Panel, conditional upon the approval
by the Independent Shareholders of the Rule 9 Waiver Resolution on a poll, of
the obligation on the Lim Concert Party to make a mandatory offer for the
entire issued and to be issued share capital of the Company not already held
by the Lim Concert Party which might otherwise be imposed on the Lim Concert
Party under Rule 9 of the Takeover Code, as a result of the allotment and
issue of the Subscription Shares;
the ordinary resolution to be proposed at the General Meeting set out in the
Notice of General Meeting, which relates to the Waiver;
the Sandakan Harbour Mall and Hotel, owned by ICSD, a subsidiary of the
Company;
"Rule 9 Waiver Resolution" or "Resolution"
"Sandakan Asset"
"Shares" Ordinary Shares and/or Management Shares as the context requires or permits;
"Shareholder(s)" persons whose names are included on the Register of Members as holders of
Shares from time to time;
"SSB MTN" Silver Sparrow Bhd Medium Term Notes;
"Subscription Agreement" the conditional subscription agreement between the Company and the Subscriber
dated 26 November 2025;
"Subscription Conditions" the conditions that are required to be satisfied in order for the Subscription
to occur, including: (1) the issue of the Circular to Shareholders; (2) the
holding of the General Meeting; (3) the approval of the Rule 9 Waiver; and (4)
no material adverse change in the business, operations, financial condition,
assets, or prospects of the Company from the date of the Subscription
Agreement until the completion of the Subscription;
"Subscription Shares" the 48,275,000 new Ordinary Shares to be issued pursuant to the Subscription;
the 13,334,000 Ordinary Shares that were held in treasury;
"Treasury Shares"
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction; and
"US$" or "$" United States Dollars, the lawful currency of the United States.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Aseana Properties
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