Aseana Properties Limited Proposed demerger of certain assets (3251M)
May 07 2020 - 9:51AM
UK Regulatory
TIDMASPL
RNS Number : 3251M
Aseana Properties Limited
07 May 2020
7 May 2020
Aseana Properties Limited
("Aseana" or the "Company")
Proposal to demerge certain assets in exchange for the
buyback
of outstanding Shares and an update on asset Sales
Aseana Properties Limited (LSE: ASPL LN), a property developer
in both Malaysia and Vietnam which is listed on the Main Market of
the London Stock Exchange, announces that it is considering
proposals to demerge certain assets held by the Company in exchange
for the buyback and cancellation of a significant percentage of the
issued ordinary shares of US$0.05 each in the capital of the
Company (the "Shares").
The board of directors are considering undertaking a transaction
as described below (the "Transaction") which would involve buying
back the Shares owned by Ireka Corporation Berhad ("Ireka") and its
concert party Legacy Essence Limited ("Legacy Essence") along with
certain other Shareholders (the "Participating Shareholders") who
together own approximately 50% in aggregate of the outstanding
shares in the Company. The consideration would be an in specie
distribution of certain assets owned by the Company to the
Participating Shareholders together with a balancing cash payment
from Participating Shareholders to the Company to reflect the
relative value of the assets to be distributed and the value of the
shareholding of the Participating Shareholders as at the date of
the buyback. The Company will assess the net book value of the
Company's assets for the purposes of the Transaction based on the
unaudited net asset value as at 31 December 2019 and has agreed
with Ireka that adjustments should be made, where appropriate, to
reflect the settlement of potential claims that ASPL may have
against Ireka or its group companies in connection with the
Company's projects, including the settlement of amounts owing by a
subsidiary of Ireka to the Company relating to the construction of
The RuMa Hotel and Residences in Kuala Lumpur ("RuMa"). It is
presently contemplated that the assets that will be distributed in
specie will comprise RuMa, a portion of the land owned by the
Company in Kota Kinabalu and the residual projects from past
developments. Any Shares so acquired by the Company would be
cancelled. Following the Transaction there would be a complete
separation of interests of Ireka and Legacy Essence from the
Company.
The Directors now intend to consult with other key Shareholders
in the Company for their views on the proposed Transaction.
This Transaction would require the passing of a special
resolution of Shareholders (including the Participating
Shareholders) which will require the approval of 66 2/3% of those
voting at an Extraordinary General Meeting ("EGM") which it is
expected would be convened to be held in June 2020. Approvals would
also be sought from other parties including shareholders in Ireka
and the Company's bankers and holders of Medium Term Notes issued
in relation to the financing of RuMa.
Should the Directors decide that the Transaction is in the
interests of all Shareholders, a Circular to Shareholders and
associated Notice of EGM will be issued in due course.
Notwithstanding the Movement Control Order which is in place in
Malaysia and government restrictions for foreigners entering
Vietnam, the Company has continued to maintain a dialogue with
prospective buyers of its assets. It intends to re-engage fully
with them as soon as the movement restrictions are lifted.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (2014/596/EU).
For further information:
Aseana Properties Limited Tel: 020 7920 3150
(via Tavistock)
Liberum Capital Tel: 020 3100 2000
Gillian Martin / Owen Matthews
Tavistock Tel: 020 7920 3150
Jeremy Carey / James Verstringhe
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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(END) Dow Jones Newswires
May 07, 2020 10:51 ET (14:51 GMT)
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