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AGP - Asian Growth Properties News Story

0.15p 0.0  50.0%

Last Trade - 19/12/17

Sector
Financials
Size
Micro Cap
Market Cap £n/a
Enterprise Value £n/a
Revenue £49.2m
Position in Universe th / 1828

Asian Growth Props - Disposal, Special Distribution & Delisting - Part 2

Mon 13th November, 2017 7:00am
- Part 2: For the preceding part double click  ID:nRSM2472Wa 

                                                      
 "Latest Practicable Date"                             means 10 November 2017, being the latest practicable date prior to the publication of this announcement for ascertaining certain information contained herein;                                                                                                                                                                                                                                                                                                               
 "Liquidators"                                         means Mr. Mat Ng and Mr. Chan King Wai Leonard of JLA Asia Limited, the proposed joint liquidators of AGP for the purposes of the proposed winding-up of AGP;                                                                                                                                                                                                                                                                                                                
 "London Stock Exchange"                               means the London Stock Exchange plc;                                                                                                                                                                                                                                                                                                                                                                                                                                         
 "NAV"                                                 means net asset value;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
 "NLI"                                                 means Nan Luen International Limited, an exempted company registered in Bermuda with limited liability and a controlling shareholder of AGP holding 866,605,133 AGP Shares as at the Latest Practicable Date, representing approximately 97.77 per cent. of AGP's Existing Issued Share Capital;                                                                                                                                                                             
 "NLI Share Exchange Offer"                            means the offer from NLI to the AGP Shareholders  pursuant to the Original Reorganisation whereby the AGP  Shareholders were given the opportunity to exchange their AGP Shares for SEA Shares and cash, as more particularly described in the composite document jointly issued by AGP and NLI dated 28 July 2017;                                                                                                                                                          
 "Non-PRC Assets"                                      means all the assets and liabilities of the AGP Group that were located outside the PRC immediately prior to the Original Reorganisation, as more particularly described in AGP's circular to the Shareholders dated 31 March 2017;                                                                                                                                                                                                                                          
 "Notice of SGM"                                       means the notice of SGM set out at Part IV of the Circular;                                                                                                                                                                                                                                                                                                                                                                                                                  
 "Original  Reorganisation"                            means the reorganisation undertaken by AGP, SEA and NLI between March and September 2017, as more particularly described in AGP's circular to the Shareholders dated 31 March 2017;                                                                                                                                                                                                                                                                                          
 "Proposed Disposal, AGP Distribution and Winding-Up"  means the proposal for the voluntary winding-up of through (i) the disposal of assets to AGPCL, (ii) the payment of substantially all AGP's assets to the AGP Shareholders by way of a special distribution, (iii) the cancellation of the admission of AGP Shares to trading on AIM, (iv) the appointment of the Liquidators and (v) the winding-up of AGP, as more particularly described in winding-up of AGP, as more particularly described in Appendix I to this       
                                                       announcement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
 "PRC"                                                 means the People's Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan;                                                                                                                                                                                                                                                                                  
 "Regulatory Information Service"                      means a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website;                                                                                                                                                                                                                                                                                                             
 "Related Party"                                       includes any person who is a director of AGP or of any company which is its subsidiary or parent undertaking, other subsidiary undertaking of its parent undertaking, and any of their associates (as defined in the AIM Rules for Companies), and a substantial shareholder (as defined in the AIM Rules for Companies) including any person who holds any legal or beneficial interest in 10 per cent. or more of AGP's share capital and their associates;                
 "Resolutions"                                         means the resolutions to be proposed at the SGM and set out in the Notice of SGM at Part IV of the Circular;                                                                                                                                                                                                                                                                                                                                                                 
 "SEA"                                                 means S E A Holdings Limited, an exempted company registered in Bermuda with limited liability, the shares of which are listed and traded on the Main Board of HKSE (stock code: 251);                                                                                                                                                                                                                                                                                       
 "SEA Board"                                           means the board of directors of SEA;                                                                                                                                                                                                                                                                                                                                                                                                                                         
 "SEA Distribution in Specie"                          means the distribution by SEA of the AGP Shares held by SEA to the qualifying SEA Shareholders in proportion to their respective shareholdings in SEA as at the close of business on the relevant record date, as more particularly described in AGP's circular to the Shareholders dated 31 March 2017;                                                                                                                                                                     
 "SEA Group"                                           SEA and its subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                    
 "SEA Share(s)"                                        means ordinary share(s) of HK$0.10 each in the share capital of SEA;                                                                                                                                                                                                                                                                                                                                                                                                         
 "SEA  Shareholders"                                   means holders of the SEA Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                             
 "SGM"                                                 means the special general meeting of the Company to be convened at the Board Room, 26th Floor, Everbright Centre, 108 Gloucester Road, Wanchai, Hong Kong at 4:00 p.m. (Hong Kong time) (8:00 a.m. London time) on Wednesday, 6 December 2017, the notice of which is set out in Part IV of the Circular;                                                                                                                                                                    
 "Shares in public hands"                              AGP's issued share capital less shares held by (i) a Related Party; (ii) the trustees of an employee share scheme; (iii) any person who has right to nominate a person to AGP's Board; (iv) any person who is subject to a lock-in agreement pursuant to rule 7 (as  defined in the AIM Rules for Companies); and (v) AGP treasury shares. "Shares in public hands" and "free float" are used interchangeably throughout this announcement;                                  
 "SPA"                                                 means the sale and purchase agreement entered into between AGP and AGPCL dated 13 November 2017 in relation to the Disposal, further information of which is set out in paragraph 3 of Appendix I to this announcement;                                                                                                                                                                                                                                                      
 "Strand Hanson"                                       means Strand Hanson Limited, a company incorporated in England and Wales with company number 2780169 and the Company's nominated adviser and broker for the purposes of the AIM Rules for Companies, a member of the London Stock Exchange and regulated by the FCA;                                                                                                                                                                                                         
 "Swap Company"                                        means Diamond Cascade Limited, a company incorporated in the BVI with limited liability and as at the date of this announcement, a direct wholly-owned subsidiary of AGPCL and an indirect wholly-owned subsidiary of JCS;                                                                                                                                                                                                                                                   
 "UK"                                                  the United Kingdom;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
 "US$"                                                 United States dollars, the lawful currency of the United States of America;                                                                                                                                                                                                                                                                                                                                                                                                  
 "Winding-Up Resolution"                               means the ordinary resolution to approve (subject to the passing of the Bye-laws Amendments Resolution, completion of the Disposal, the AGP Special Distribution Payment and the cancellation of admission of AGP Shares to trading on AIM) the winding-up of AGP and the appointment of the Liquidators by way of written resolution of AGP Shareholder(s); and                                                                                                             
 "£"                                                   British Pound Sterling, the lawful currency of the United Kingdom;                                                                                                                                                                                                                                                                                                                                                                                                           
 
 
For the purposes of this announcement, an exchange rate of £1: HK$10.253 is
used. 
 
This information is provided by RNS
The company news service from the London Stock Exchange
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