REG - Aseana Prop Ltd - Subscription, Circular Posting & GM Notice
21/01/2025 14:15
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RNS Number : 1633U Aseana Properties Limited 21 January 2025
21 January 2025
Aseana Properties Limited
(the "Company" the "Group" or "Aseana")
Subscription
Posting of Circular
and
Notice of General Meeting
Aseana Properties Limited (LSE: ASPL), a property developer in Malaysia listed
on the main market of the London Stock Exchange, announces that further to the
announcement made on 7 January 2025 regarding the proposed Subscription, the
Circular (including the Notice of GM and Form of Proxy) will be posted to
Shareholders today and will also be available shortly on the Company's
website at: www.aseanaproperties.com (http://www.aseanaproperties.com) .
On 6 January 2025, the Company 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 (before expenses) for the Company once completed.
The General Meeting will 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 24 February 2025.
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
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the proposed Fundraise 7 January 2025
Posting of this Circular and the Notice of General Meeting 21 January 2025
Date of the Circular 21 January 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 21 February 2025
General Meeting 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) on 24 February 2025
Announcement of the results of the General Meeting through a Regulatory 24 February 2025
Information Service
Expected admission and commencement of dealings in the First Admission Shares 8.00 a.m. on 27 February 2025
CREST accounts credited with uncertificated Subscription Shares 27 February 2025
Where applicable, definitive share certificates in respect of the Subscription within two months of proposed allotment and issuance
Shares despatched by post
Expected publication of the Prospectus before 22 February 2026
Expected admission and commencement of dealings in the Second Admission Shares before 23 February 2026
Notes
1. If any of the details contained in the timetable above should
change, the revised times and dates will be notified to Shareholders by means
of an announcement through a Regulatory Information Service.
2. All events listed in the above timetable following the General
Meeting are conditional on the passing, at the General Meeting, of the
Resolution contained in the Notice of General Meeting.
3. All references to times in this document are to London times.
KEY STATISTICS
Issue Price US$ 0.08
Number of Existing Shares at the date of this document* 173,187,498
Number of Ordinary Shares at the date of this document** 159,853,496
Number of Ordinary Shares in treasury at the date of this document 13,334,000
Number of Management Shares at the date of this document 2
Total number of voting rights in the Company at the date of this document 159,853,498
Number of Ordinary Shares following the Subscription** 228,043,496
Total number of voting rights in the Company following the Subscription 228,043,498
Total number of Shares admitted to trading following First Admission* 207,824,997
Total number of Shares admitted to trading following Second Admission* 241,377,498
Estimated gross proceeds of the Subscription c.US$5.45 million
Number of Fundraise Shares 68,190,000
ISIN of the Ordinary Shares JE00B1RZDJ41
SEDOL B1RZDJ4
*Includes the 13,334,000 Ordinary Shares held in treasury as at the date of
the Circular
**Excludes the 13,334,000 Ordinary Shares held in treasury as at the date of
the Circular
LETTER FROM THE CHAIRMAN OF ASEANA CONTAINED IN THE CIRCULAR
1. INTRODUCTION
On 7 January 2025, the Company announced a proposed Fundraise pursuant to the
Subscription Agreement to raise approximately $5.45 million (before expenses),
through the issue of the Subscription Shares to the Subscriber at the Issue
Price of $0.08 per Ordinary Share.
Allotment of the Subscription Shares is conditional upon the passing of the
Resolution. Admission of the Subscription Shares will take place in two
tranches, it being expected that:
· 34,637,499 Subscription Shares (being the First Admission 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 or around 27
February 2025; and
· conditional on the publication of the Prospectus, an estimated
33,552,501 Subscription Shares (being the Second Admission 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.
The purpose of this document is, amongst other things, to explain the
background to and reasons for the Fundraise and to explain why the Directors
believe that the Fundraise will promote the growth and success of the Company
for the benefit of the Shareholders as a whole, and seek Shareholders'
approval to the passing of the Resolution at the General Meeting.
This document also contains the Directors' recommendation that 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 amounts in aggregate to
11,959,608 Ordinary Shares and represent approximately 7.5 per cent. of the
Company's current voting rights.
The Directors believe that the Fundraise is the most appropriate way to raise
funds for the Company. The Directors consider that the Fundraise provides
greater certainty than other available means of raising additional funds in a
timely fashion and minimises transaction costs.
Should the Resolution not be passed at the General Meeting, the Subscription
would not be capable of being implemented in accordance with the terms of the
Subscription Agreement and the Company would remain in a precarious financial
position. In the absence of any alternative funding proposals the Directors of
the Company would need to consider taking steps to protect the interests of
creditors.
2. REASONS FOR THE FUNDRAISE AND USE OF PROCEEDS
2.1 Background to and reasons for the Fundraise
The Company has been actively seeking to execute its strategic plan to divest
its remaining assets, which include the RuMa Residences, the Sandakan Hotel
and Harbour Mall, and the Kota Kinabalu Seafront Resort, with the objective of
returning the net proceeds, after repaying all the Company's bank debt and
other liabilities, to Shareholders.
On 30 April 2024, the Company published its full-year results for the year
ended 31 December 2023, which was prepared on a non-going concern basis. This
approach was necessitated by the Company's default under the Medium-Term Note
programme, which financed the Company's assets, as the principal amount
remained unpaid upon the Medium-Term Note's maturity date of 8 December 2023.
In addition to this, the Company has faced other significant working capital
challenges including funding its day-to-day operations whilst it seeks to
dispose of its assets, which resulted in the Company raising $1 million
through loans provided by a former director of the Company, an associate of a
former director of the Company and RSMC Investment Inc. In addition to this,
several changes were made to the composition of the Board during 2024, which
included the departures of Robert Minty, Hock Chye Tan, Nicholas Paris, Thomas
Holland, Helen Wong Siu Ming and Clare Muhiudeen as well as the appointments
of the current board members, Dr Thong Kok Cheong and Tian Huat Lim.
Following the completion of various block disposals of the RuMa Residences, 20
residences remain available for sale. The Company is also engaged in
discussions regarding the sale of the remaining plot of land in Kota Kinabalu.
Efforts to manage the sale of the Sandakan Hotel asset included the execution
of a supplemental sale and purchase agreement on 30 June 2023, with proceeds
valued at RM 165 million. As part of this agreement, the Company sought an
initial redemption amount of RM 61 million, intended to be paid towards
redeeming the Medium-Term Note, with the remaining balance due 45 days after
receipt of the redemption amount. However, following significant delays, the
Company announced on 9 October 2024 that the transaction had been terminated
due to the lack of progress with the purchaser. The requirement to
recapitalise the Group's balance sheet has compelled the Company to undertake
the Fundraise while continuing to aggressively pursue its asset disposal
strategy.
2.2 Current trading and prospects
On 5 November 2024 the Company received notice from Maybank Investment Bank
Berhad regarding the appointment of KPMG Corporate Restructuring PLT as
receivers and managers for ICSD Ventures Sdn Bhd, a wholly owned subsidiary of
the Company. This appointment pertains to a debenture dated 10 November 2011,
which grants the debenture holder a fixed and floating charge over the
entirety of ICSD Ventures' undertaking and assets, which includes the Sandakan
Mall.
On 17 December 2024 Aseana announced that OSK Capital Sdn Bhd and Amatir
Resources Sdn Bhd, a wholly owned subsidiary of the Company, agreed an
extension to the repayment date of a RM 6.5 million credit facility provided
to by OSK Capital Sdn Bhd and a rescheduling of the principal repayment. The
credit facility was due for repayment on 30 November 2024.
As announced on 27 December 2024, the Company and its ultimate operating
subsidiary, Urban DNA Sdn Bhd on 19 December 2024 filed legal action at the
Kuala Lumpur High Court in Malaysia (Commercial Division) against the
following persons: (i) Helen Siu Ming Wong (a former director of the Company
and Urban DNA Sdn Bhd); (ii) Nicholas John Paris (a former director of the
Company); (iii)Tan Hok Chye (a former director of the Company and Urban DNA
Sdn Bhd); (iv) Thomas Patrick Holland (a former director of the Company and
Urban DNA Sdn Bhd); (v) Jenny Lee Gyn Li (spouse of Thomas Patrick Holland);
and (vi) RSMC Investment Inc. The Company will provide further updates on
these matters at the appropriate time.
Effective from 1 January 2025, Leong Kheng Cheong was appointed as non-board
CEO of the Company. Leong Kheng Cheong, a fellow member of the CPA Australia,
brings with him over 28 years of finance and strategic leadership experience
across diversified industries in FMCG & luxury retailing, commercial
property development & management, automotive distribution and financial
institutions across Hong Kong, Mainland China and Southeast Asia. He has held
senior positions in reputable multinational corporations prior to the
appointment, most recently the Finance Director, Group Planning &
Reporting of the DFI Retail Group (a pan-Asian retail conglomerate of the
Jardines Group) in Hong Kong, as well as the Financial Planning & Analysis
Director of Tesco Property Limited (a subsidiary of Tesco Plc) in China.
2.3 Use of proceeds
The Fundraise is anticipated to raise proceeds of approximately c.US$5.45
million (before expenses). It is intended for the net proceeds of the
Fundraise, in addition to the Company's existing available cash, to be
utilised 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, the owner of the Sandakan Hotel
asset, which is currently in receivership. 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.
Operating Capital
To sustain the Company's ongoing operations, a portion of the Fundraise
proceeds will be utilised towards working capital to cover essential operating
expenses including: (i) payment of fees to advisers and consultants engaged in
the 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 Group'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 shareholder value.
3. DETAILS OF THE FUNDRAISE
Pursuant to the terms of the Subscription Agreement the Subscriber
conditionally applies for the allotment and issue to it of such number of new
Ordinary Shares as is equal to the Rule 9 Threshold at the Issue Price of
US$0.08 cents per Ordinary Share. The Subscription is conditional, inter alia,
on:
i. the Resolution having been passed without material amendment;
ii. First Admission; and
iii. there having been 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 passing of the Resolution without material
amendment.
The Company and Subscriber intend that on allotment and issuance, the
Subscriber's aggregate interest in Shares will not exceed the Rule 9
Threshold. In the event that the number of Subscription Shares on allotment
and issuance would result in the Subscriber's aggregate interest in the Shares
exceeding the Rule 9 Threshold, the Company, in consultation with the
Subscriber, shall determine the number of Subscription Shares as shall result
in the Subscriber's aggregate interest in the Shares not exceeding the Rule 9
Threshold.
Under UKLR 22.2.1 it is a continuing obligation of the Company's listing that
all of the Ordinary Shares are admitted to trading. In order to meet this
obligation, under the Subscription Agreement the Subscription is conditional
on First Admission and, in accordance with UKLR 22.2.5, the Company undertakes
to take all such steps as are required in order to ensure Second Admission
occurs as soon as possible and by not later than 23 February 2026. In the
event that Second Admission does not occur by 23 February 2026 the Company
would be in breach of its obligation under UKLR 22.2.1 and the admission of
its Ordinary Shares could be cancelled.
Save for Shareholder approval at the General Meeting, the conditions pursuant
to the Subscription Agreement may be waived in whole or in part by the
Subscriber in its absolute discretion by notice in writing to the Company. The
Subscriber may agree in writing to extend the time for satisfaction of any or
all of these conditions.
4. 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 Executive Chairman of the Ormond Hotel Group.
Mr. Lim 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 Investment Holdings Limited represents a
strategic alignment for the Company with a seasoned and respected investor
whose experience in financial restructuring, corporate governance and business
development, particularly in the hospitality industry, coupled with extensive
Malaysian banking relationships is expected to potentially bring significant
value to the Company.
5. 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 24 February 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.
6. 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 1st Floor, Osprey House, 5-7 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 21 February 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.
7. RECOMMENDATION
The Board considers the Fundraise to be in the best interests of the Company
and its Shareholders as a whole and therefore the Directors 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
7.5 per cent. of the Company's current voting rights).
Shareholders should note that in the event that the Resolution is not be
passed at the General Meeting, the Subscription would not be capable of being
implemented in accordance with the terms of the Subscription Agreement and the
Company would remain in a precarious financial position. In the absence of any
alternative funding proposals, the Directors of the Company would need to
consider taking steps to protect the interests of creditors.
DEFINITIONS
"Admission" together First Admission and Second Admission;
"Allenby Capital" Allenby Capital Limited, the Company's financial adviser;
"Articles" or "Articles of Association" the articles of association of the Company, as amended from
time to time;
"Auditor" the auditor of the Company;
"Board" or "Directors" the directors of the Company as at the date of this document;
"Business Day" a day (excluding Saturdays and Sundays and public holidays in England and
Wales) on which the banks are generally open for business in London for the
transaction of normal banking business;
"Chairman" Tian Huat Lim, 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;
"CREST" the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear UK & International Limited which facilitates the
transfer of title to shares in uncertificated form;
"Disclosure Guidance and Transparency Rules" the UK disclosure guidance and transparency 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;
"Existing Ordinary Shares" the 159,853,496 Ordinary Shares in issue as at the date of this document;
"Existing Shares" the 173,187,498 Shares in issue as at the date of this document being the
Existing Ordinary Shares, the Management Shares and the Treasury Shares;
"FCA" the United Kingdom Financial Conduct Authority;
"First Admission" admission of the First Admission Shares to the Official List Equity Shares
(transition) category under Chapter 22 of the UK Listing Rules and to trading
on the Main Market;
"First Admission Shares" the 34,637,499 new Ordinary Shares to be issued pursuant to the Subscription
and subject to First Admission;
"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 and conditional
on the passing of the Resolution;
"Fundraise Shares" or "Subscription Shares" up to 68,190,000 new Ordinary Shares to be issued pursuant to the
Subscription;
"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 24 February 2025 at 5.30 p.m.
Malaysia time (9.30 a.m. Greenwich Mean Time) (or any adjournment thereof),
notice of which is set out at the end of this Circular;
"Group" the Company and its subsidiaries from time to time;
"ICSD Ventures" ICSD Ventures Sdn. Bhd., a wholly owned subsidiary of the Company;
"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 the currency of Malaysia;
"Management Shares" The 2 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;
"Medium-Term Note" the loan note entered into by Silver Sparrow, 100% subsidiary of the Company
in 2011 amounting to RM 61 million plus accrued interest of RM 4.74 million as
of 22 October 2024, guaranteed by OCBC Bank (Malaysia), Malayan Bank Bhd and
Bank Pembangunan Malaysia Bhd, which Silver Sparrow defaulted on 19 December
2023;
"Notice of General Meeting" or "Notice of GM" the notice convening the General Meeting set out on pages 15 to 16 of this
Circular;
"Ordinary Shares" ordinary shares of US$0.05 each in the capital of the Company from time to
time;
"Prospectus" means the approved prospectus to be published as soon as possible following
the Subscription and no later than 22 February 2026 by the Company in
connection with the Second Admission;
"Prospectus Rules" the Prospectus Regulation Rules issued by the FCA;
"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;
"Resolution" The ordinary resolution to be proposed at the General Meeting set out in the
Notice of General Meeting;
"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 Threshold" such number of Subscription Shares (rounded down to the nearest Ordinary
Share) as is equal to 29.9% of the Company's Ordinary Share and Management
Share capital as at the date of their allotment;
"Second Admission" admission of the Second Admission Shares to the Official List Equity Shares
(transition) category under Chapter 22 of the UK Listing Rules and to trading
on the Main Market conditional on the publication by the Company of the
Prospectus;
"Second Admission Shares" the up to 33,552,501 new Ordinary Shares to be issued pursuant to the
Subscription and subject to Second Admission;
"Shares" Ordinary Shares and/or Management Shares as the context requires or permits;
"Shareholders" persons whose names are included on the Register of Members as holders of
Shares from time to time;
"Subscriber" Neuchatel Investment Holdings Limited (BVI Company No.: 1782612), with address
at 24 Leedon Heights, #11-33 Leedon Residence, Singapore 266220;
"Subscription Agreement" the conditional subscription agreement between the Company and the Subscriber
dated 6 January 2025;
"Treasury Shares" the 13,334,000 Ordinary Shares held in treasury;
"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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