TIDMAGP
RNS Number : 4319M
Asian Growth Properties Limited
28 July 2017
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this joint announcement, make no representation as to its accuracy
or completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this joint announcement.
This joint announcement appears for information purposes only
and does not constitute an invitation or offer to acquire, purchase
or subscribe for shares of Nan Luen International Limited (the
"Offeror") or of Asian Growth Properties Limited ("AGP").
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS JOINT ANNOUNCEMENT.
This joint announcement is an advertisement and not a
prospectus. Investors should not take an investment decision in
relation to the Offer referred to in this joint announcement except
on the basis of information in the composite document (the
"Composite Document") published by the Offeror and AGP in
connection with the Offer. Copies of the Composite Document and the
accompanying form of acceptance are made available for viewing (i)
on AGP's website (www.asiangrowth.com); (ii) on the website of S E
A Holdings Limited ("SEA") (www.seagroup.com.hk); (iii) on the
website of the Securities and Futures Commission of Hong Kong
(www.sfc.hk); (iv) at the principal place of business of SEA at
26th Floor, Everbright Centre, 108 Gloucester Road, Wanchai, Hong
Kong; and (v) at the principal place of business of AGP at Suites
2506-10, 25th Floor, Everbright Centre, 108 Gloucester Road,
Wanchai, Hong Kong during normal business hours from 9:00 a.m. to
5:00 p.m. from the date of the Composite Document up to and
including the Closing Date (as defined in the Composite Document)
or the date on which the Offer lapses or is withdrawn (whichever is
earlier) (except for Saturdays, Sundays and public holidays). This
joint announcement does not constitute or form a part of any offer
to sell, or a solicitation of any offer to purchase or otherwise
acquire, securities by any US Persons or in the United States or
any other jurisdiction. Neither this joint announcement nor any
part of it shall form the basis of or be relied on in connection
with or act as an inducement to enter into any contract or
commitment whatsoever.
The contents of this joint announcement, which has been prepared
by and is the sole responsibility of the Offeror and AGP, have been
approved by Panmure Gordon (UK) Limited ("Panmure Gordon") solely
for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 (as amended). Panmure Gordon, which is regulated
in the United Kingdom by the Financial Conduct Authority, is
advising AGP and no one else solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as
amended) and for no other purpose, and will not be responsible to
anyone other than the Offeror or AGP for providing the protections
afforded to the clients of Panmure Gordon or for providing advice
in relation to the Offer or any transaction or arrangement referred
to in this joint announcement.
NAN LUEN INTERNATIONAL LIMITED ASIAN GROWTH PROPERTIES LIMITED
(Incorporated in Bermuda with limited liability) (An Exempted Company Registered in Bermuda
with Limited Liability with Registered No. 52097)
(AIM STOCK CODE: AGP)
JOINT ANNOUNCEMENT
DESPATCH OF COMPOSITE DOCUMENT RELATING TO
THE UNCONDITIONAL VOLUNTARY OFFER
FOR ALL THE ISSUED SHARES IN ASIAN GROWTH PROPERTIES LIMITED
(OTHER THAN THOSE ALREADY OWNED
BY NAN LUEN INTERNATIONAL LIMITED
AND S E A HOLDINGS LIMITED)
BY AMPLE CAPITAL LIMITED
ON BEHALF OF NAN LUEN INTERNATIONAL LIMITED
SUMMARY - DESPATCH OF COMPOSITE DOCUMENT
The Composite Document setting out, among other things, the
letter from Ample Capital, the letter from the AGP IBC, the letter
from the Independent Financial Adviser setting out its advice to
the AGP IBC in respect of the Offer, detailed terms of the Offer
and the procedures for acceptance, together with the Form of
Acceptance, have been despatched to the Independent AGP
Shareholders on 28 July 2017 in accordance with the Takeovers
Code.
An expected timetable is set out below in this joint
announcement.
Independent AGP Shareholders are strongly advised to read the
Composite Document and the Form of Acceptance carefully, including
the letter of advice from the Independent Financial Adviser to the
AGP IBC in respect of the Offer, before deciding whether or not to
accept the Offer.
INTRODUCTION
Reference is made to (i) the joint announcement of SEA and the
Offeror dated 31 March 2017 in relation to, among other things, the
Offer; and (ii) the announcement of AGP dated 31 March 2017 (which
was announced at 7.00 a.m. (London time) on 3 April 2017 on the
regulatory news service of the LSE) in relation to, among other
things, the Offer.
As announced on 31 March 2017, the Offeror is making the Offer
(through its agent, Ample Capital) such that qualifying AGP
Shareholders are being offered the opportunity to exchange their
AGP Shares, following the completion of the Distribution in Specie.
As announced on 15 May 2017, completion of the Distribution in
Specie took place on 15 May 2017, and the Offeror and AGP hereby
jointly announce the terms of the Offer and the publication of the
Composite Document, a composite offer and response document issued
by the Offeror and AGP under the Takeovers Code.
Capitalised terms used in this joint announcement shall have the
meaning as set out in Appendix V to this joint announcement.
MAJOR TERMS OF THE OFFER
As disclosed in the Composite Document, Ample Capital, on behalf
of the Offeror and pursuant to the Takeovers Code, is making the
Offer on the following basis:
For every 4 AGP
Shares........................................................................1
Consideration Share
(being an issued
SEA Share held
by the Offeror)
and HK$3.0 per
Consideration Share
(being an amount
equivalent to the SEA
Special Cash Dividend)
As at 25 July 2017, being the Latest Practicable Date, there
were 886,347,812 AGP Shares in issue. Based on an exchange ratio of
1 Consideration Share for every 4 AGP Shares (not taking into
account the Cash Portion of the Offer for the purpose of this
paragraph) and 323,972,602 AGP Shares subject to the Offer, being
all of the AGP Shares in issue other than the AGP Shares owned by
the Offeror and SEA, and assuming that (i) all Independent AGP
Shareholders validly accept the Offer; and (ii) there will be no
change in the issued share capital of AGP since the Latest
Practicable Date and up to the Closing Date, the maximum number of
Consideration Shares which may be exchanged for AGP Shares is
80,993,150. This represents approximately 11.88% of the 681,666,726
existing issued SEA Shares as at the Latest Practicable Date. If no
AGP Shares are validly accepted under the Offer, then the Offeror
will continue to hold 562,340,612 AGP Shares, which is equivalent
to approximately 63.44% of the total issued share capital of AGP as
at the Latest Practicable Date.
The exchange ratio of 1 Consideration Share for every 4 AGP
Shares (not taking into account the Cash Portion of the Offer for
the purpose of this paragraph) was determined by the Offeror based
on the Offeror's estimate of (i) the fair market value per AGP
Share following the completion of the Restructuring; and (ii) the
fair market value per SEA Share following the Restructuring.
Under the Offer, an Independent AGP Shareholder who accepts the
Offer is entitled to receive the Cash Portion of the Offer of
HK$3.0 per Consideration Share he/she/it receives, and such amount
is equivalent to the SEA Special Cash Dividend.
Further details of the Offer including, among other things, the
terms and conditions of and the procedures for acceptance and
settlement for the Offer are set out in the sections headed "Letter
From Ample Capital", "Letter from AGP Board" and "Appendix I -
Further terms of the Offer" of the Composite Document and the
accompanying Form of Acceptance.
VALUE OF THE OFFER
As at the date of this joint announcement, the Offeror holds
443,486,289 SEA Shares. The Offer is extended to all Independent
AGP Shareholders. Based on the above-mentioned exchange ratio, a
maximum of 80,993,150 Consideration Shares would be required to
satisfy the consideration for the full acceptance of the Offer
(excluding the Cash Portion of the Offer). Based on (i) the Cash
Portion of the Offer of HK3.0, and (ii) the closing price on the
Stock Exchange of HK$9.30 (approximately GBP0.95) per Consideration
Share as at the Latest Practicable Date), and assuming that there
will be no change in the number of the AGP Shares in issue prior to
the Closing Date, as at the Latest Practicable Date, the Offer is
valued at HK$996,215,745, which is a 25.51% premium to the value of
AGP of approximately HK793,732,875 based on the closing price per
AGP Shares as at the Latest Practicable Date of approximately
GBP0.25 (approximately HK$2.45) and 323,972,602 AGP Shares subject
to the Offer.
DESPATCH OF THE COMPOSITE DOCUMENT
The Composite Document setting out, among other things, the
letter from Ample Capital, the letter from the AGP IBC, the letter
from the Independent Financial Adviser setting out its advice to
the AGP IBC in respect of the Offer, detailed terms of the Offer
and the procedures for acceptance, together with the Form of
Acceptance, have been despatched to the Independent AGP
Shareholders on 28 July 2017 in accordance with the Takeovers Code.
The Composite Document has been despatched, for information only,
to the AGP New Zealand Shareholders who may choose to participate
in the Alternative Arrangement as detailed in the Composite
Document.
An expected timetable is set out below.
Independent AGP Shareholders are strongly advised to read the
Composite Document and the Form of Acceptance carefully, including
the letter of advice from the Independent Financial Adviser to the
AGP IBC in respect of the Offer, before deciding whether or not to
accept the Offer.
Extracts from the Composite Document are set out in Appendices I
to V to this joint announcement. Copies of the Composite Document
and the accompanying Form of Acceptance are made available for
viewing (i) on the website of AGP (www.asiangrowth.com); (ii) on
the website of SEA (www.seagroup.com.hk); (iii) on the website of
the SFC (www.sfc.hk); (iv) at the principal place of business of
SEA at 26th Floor, Everbright Centre, 108 Gloucester Road, Wanchai,
Hong Kong; and (v) at the principal place of business of AGP at
Suites 2506-10, 25th Floor, Everbright Centre, 108 Gloucester Road,
Wanchai, Hong Kong during normal business hours from 9:00 a.m. to
5:00 p.m. from the date of the Composite Document up to and
including the Closing Date or the date on which the Offer lapses or
is withdrawn (whichever is earlier) (except for Saturdays, Sundays
and public holidays).
EXPECTED TIMETABLE OF THE OFFER
Below is an indicative timetable showing the key dates of
relevant events as extracted from the Composite Document:
Event Expected date
(Note 1)
(year 2017)
Despatch date of this Composite Document and
the accompanying Form of
Acceptance.................................................................................................
Friday, 28 July
Offer opens for
acceptance.........................................................................................................................
Friday, 28 July
Latest time and date for acceptance of the Offer
on the Closing Date (Notes 2 and
3)...............................................................
By 4:00 p.m. on Monday, 28 August
Closing Date (Note
2).......................................................................................................................
Monday, 28 August
Announcement of the results of the Offer, including
any withdrawals of acceptances to date, to be
posted on the websites of the Stock Exchange
(under SEA's list of announcements), AGP, SEA
and the SFC and released through the
Regulatory News Service of the
LSE (Note
2).........................................................................................................
By 7:00 p.m. on Monday, 28 August
Latest date of posting SEA Share certificates
and relevant cheques in respect of the Cash
Portion of the Offer to the Independent AGP Shareholders
accepting the Offer (and not electing for
a Cooling-off Period) (Note
3).............................................................................................
Wednesday, 6 September
Latest possible Cooling-off Period expires (Note
3)...............................................................
Monday, 11 September
Announcement of the results of
the Offer, including any
remaining withdrawals of acceptances,
to be posted on the websites of the Stock Exchange
(under SEA's list of announcements), AGP, SEA
and the SFC and released through
the Regulatory News Service of the
LSE.................................................... By 7:00
p.m. on Monday, 11 September
Date of posting the AGP Share certificates
(pursuant to the Distribution in Specie)
for the Independent AGP Shareholders
(with a registered address outside Hong Kong)
who do not accept the
Offer...................................................................................................
Thursday, 14 September
Collection of AGP Share certificates
(pursuant to the Distribution in Specie)
for the Independent AGP Shareholders
(with a registered address in Hong Kong)
who do not accept the
Offer...................................................................................................
Thursday, 14 September
to Monday, 18 September
Date of posting the AGP Share certificates
(pursuant to the Distribution in Specie)
to the Independent AGP Shareholders
(with a registered address in Hong Kong)
who do not accept the
Offer.....................................................................................................
Tuesday, 19 September
Latest date of posting of SEA share certificates
and the relevant cheques in respect of
the Cash Portion of the Offer to the
Independent AGP Shareholders accepting,
and not withdrawing their acceptances of,
the Offer (and electing for a Cooling-off Period) (Note
3)............................................. Wednesday, 20
September
Date of posting the AGP Share certificates
(pursuant to the Distribution in Specie)
for the Independent AGP Shareholders
(with a registered address outside Hong Kong)
who have accepted the Offer and subsequently
withdrawn their acceptance pursuant
to the Cooling-off Period after the Offer
closes.....................................................................
Tuesday, 26 September
Collection of AGP Share certificates
(pursuant to the Distribution in Specie)
for the Independent AGP Shareholders
(with a registered address in Hong Kong)
who have accepted the Offer and subsequently
withdrawn their acceptance pursuant
to the Cooling-off Period after the Offer closes
..................................................................
Tuesday, 26 September
to Thursday, 28 September
Date of posting the AGP Share certificates
(pursuant to the Distribution in Specie)
to the Independent AGP Shareholders
(with a registered address in Hong Kong)
who have accepted the Offer and subsequently
withdrawn their acceptance pursuant
to the Cooling-off Period after the Offer
closes.........................................................................
Friday, 29 September
Notes:
1. Dates and deadlines stated in this joint announcement for
events in the timetable are indicative only and may be extended or
varied. Any changes to the expected timetable will be announced as
appropriate. All times and dates refer to Hong Kong local time
unless stated otherwise.
2. In accordance with the Takeovers Code, the Offer must
initially be opened for acceptance for at least 21 days following
the date on which the Composite Document is posted. The Offeror has
voluntarily extended the Offer Period and the Offer is opened for
acceptance for 31 days following the date on which the Composite
Document is posted. The latest time and date for acceptance of the
Offer is 4:00 p.m. on Monday, 28 August 2017 unless the Offeror
revises or extends the Offer in accordance with the Takeovers Code.
An announcement will be issued on the websites of the Stock
Exchange (under SEA's list of announcements), AGP, SEA and released
through the Regulatory News Service of the LSE by 7:00 p.m. on
Monday, 28 August 2017, stating whether the Offer has been
extended, revised or expired. In the event that the Offeror decides
to extend or revise the Offer and the announcement does not specify
the next closing date, at least 14 days' notice by way of an
announcement will be given before the Offer is closed to those
Independent AGP Shareholders who have not accepted the Offer.
3. Under the Offer, the Offeror has given each Independent AGP
Shareholder a right to elect for a Cooling-off Period under which
if the Independent AGP Shareholder so elects , the acceptance by
the Independent AGP Shareholder will be subject to a cooling-off
period of 10 Business Days following the date of receipt by the AGP
Share Registrar/SEA Hong Kong Branch Share Registrar (as the case
may be) of a valid acceptance of the Offer from that Independent
AGP Shareholder during which the Independent AGP Shareholder can
elect to withdraw his/her/its acceptance. SEA Share certificates in
respect of the consideration for AGP Shares tendered under the
Offer and the cheques relating to the Cash Portion of the Offer
will be posted to the accepting Independent AGP Shareholder(s) by
ordinary mail at his/her/its own risks as soon as possible, but in
any event within (a) 17 Business Days (for Independent AGP
Shareholders who elect for a Cooling-off Period), or (b) 7 Business
Days (for Independent AGP Shareholders who do not elect for a
Cooling-off Period), after receipt by the AGP Share Registrar or
SEA Hong Kong Branch Share Registrar, as the case may be, of the
duly completed Form of Acceptance and other relevant documents (if
applicable).
4. If there is a tropical cyclone warning signal number 8 or
above, or a "black" rainstorm warning in force in Hong Kong:
(a) at any local time before 12:00 noon but no longer in force
after 12:00 noon on the latest date for acceptance of the Offer and
the despatch date of the certificates for the Consideration Shares
and the cheques relating to the Cash Portion of the Offer due under
the Offer in respect of valid acceptances, the latest time for
acceptance of the Offer and the despatch date of the certificates
for the Consideration Shares and the cheques relating to the Cash
Portion of the Offer due will remain at 4:00 p.m. on the same
Business Day.
(b) at any local time between 12:00 noon and 4:00 p.m. on the
latest date for acceptance of the Offer and the despatch date of
the certificates for the Consideration Shares and the cheques
relating to the Cash Portion of the Offer due under the Offer in
respect of valid acceptances, the latest time for acceptance of the
Offer and the despatch date of the certificates for the
Consideration Shares and the cheques relating to the Cash Portion
of the Offer due will be rescheduled to 4:00 p.m. on the following
Business Day which does not have either of those warnings in force
at any time between 9:00 a.m. and 4:00 p.m.
All time and date references contained in this joint
announcement refer to Hong Kong time and dates unless stated
otherwise.
IMPORTANT
Independent AGP Shareholders are strongly advised to read the
Composite Document and the Form of Acceptance carefully, including
the letter of advice from the Independent Financial Adviser to the
AGP IBC in respect of the Offer, before deciding whether or not to
accept the Offer.
This joint announcement contains inside information.
On behalf of the board of directors of On behalf of the AGP Board of
Nan Luen International Limited Asian Growth Properties Limited
Lu Wing Chi Lincoln Lu
Director Chief Executive Officer and Executive Director
Hong Kong, 28 July 2017
The directors of the Offeror as at the date of this joint
announcement are:
Lu Wing Chi
Lambert Lu
Lincoln Lu
The AGP Directors as at the date of this joint announcement
are:
Richard Ă–ther Prickett (Non-executive Chairman and Independent
Non-executive Director)
Lincoln Lu (Chief Executive Officer and Executive Director)
Lu Wing Chi (Executive Director)
David Andrew Runciman (Executive Director)
Lam Sing Tai (Non-executive Director)
Lambert Lu (Non-executive Director)
John David Orchard Fulton (Independent Non-executive
Director)
The directors of the Offeror jointly and severally accept full
responsibility for the accuracy of the information contained in
this joint announcement (other than that relating to AGP) and
confirm, having made all reasonable enquiries, that to the best of
their knowledge, opinions expressed in this joint announcement
(other than those expressed by the AGP Directors) have been arrived
at after due and careful consideration and there are no other facts
not contained in this joint announcement, the omission of which
would make any statement in this joint announcement misleading.
The AGP Directors jointly and severally accept full
responsibility for the accuracy of the information contained in
this joint announcement (other than that relating to the Offeror
and parties acting in concert with it) and confirm, having made all
reasonable enquiries, that to the best of their knowledge, opinions
expressed in this joint announcement (other than those expressed by
the directors of the Offeror) have been arrived at after due and
careful consideration and there are no other facts not contained in
this joint announcement, the omission of which would make any
statement in this joint announcement misleading.
For more information, please contact:
Lincoln Lu Tel: +852 2828 3232
Chief Executive Officer and Executive Director
Asian Growth Properties Limited
Richard Gray/Andrew Potts/Atholl Tweedie Tel: +44 207 886 2500
Panmure Gordon (UK) Limited
(Nominated Adviser)
Disclaimer
This joint announcement is an advertisement and not a prospectus
and investors should not take an investment decision in relation to
the Offer referred to in this joint announcement except on the
basis of information in the Composite Document published by the
Offeror and AGP in connection with the Offer. Copies of the
Composite Document and the accompanying Form of Acceptance are made
available for viewing (i) on the website of AGP
(www.asiangrowth.com); (ii) on the website of SEA
(www.seagroup.com.hk); (iii) on the website of the SFC
(www.sfc.hk); (iv) at the principal place of business of SEA at
26th Floor, Everbright Centre, 108 Gloucester Road, Wanchai, Hong
Kong; and (v) at the principal place of business of AGP at Suites
2506-10, 25th Floor, Everbright Centre, 108 Gloucester Road,
Wanchai, Hong Kong during normal business hours from 9:00 a.m. to
5:00 p.m. from the date of the Composite Document up to and
including the Closing Date or the date on which the Offer lapses or
is withdrawn (whichever is earlier) (except for Saturdays, Sundays
and public holidays). This joint announcement does not constitute
or form a part of any offer to sell, or a solicitation of any offer
to purchase or otherwise acquire, securities by any US Persons or
in the United States or any other jurisdiction. Neither this joint
announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
The merits or suitability of any securities must be
independently determined by each investor on the basis of its own
investigation and evaluation of AGP and/or SEA. Any such
determination should involve, among other things, an assessment of
the legal, tax, accounting, regulatory, financial, credit and other
related aspects of the securities.
This joint announcement may not be used in making any investment
decision in relation to the Offer. This joint announcement does not
contain sufficient information to support an investment decision
and investors should ensure that they obtain all available relevant
information before making any investment decision on the Offer.
This joint announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the Offer or the provision of investment
advice by any party. No information in this joint announcement
should be construed as providing financial, investment or other
professional advice and each AGP Shareholder should consult its own
legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this joint announcement (including, without
limitation, any pro forma financial information contained herein),
or its completeness.
Nothing in this joint announcement constitutes investment advice
and any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this joint
announcement are provided as at the date of this joint announcement
and are subject to change and no representation or warranty,
express or implied, is or will be made in relation to the accuracy
or completeness of the information contained herein and no
responsibility, obligation or liability or duty (whether direct or
indirect, in contract, tort or otherwise) is or will be accepted by
AGP, the Offeror, SEA, Panmure Gordon or any of their affiliates or
by any of their respective officers, employees or agents in
relation to it.
Potential investors should be aware that any investment in AGP
or SEA is speculative, involves a high degree of risk, and could
result in the loss of all or substantially all of their investment.
Results can be positively or negatively affected by market
conditions beyond the control of AGP or SEA or any other person.
There may be other additional risks, uncertainties and factors that
could cause the returns generated by AGP or SEA to be materially
lower than in prior periods.
The information contained in this joint announcement is given at
the date of its publication (unless otherwise marked). No reliance
may be placed for any purpose whatsoever on the information or
opinions contained in this joint announcement or on its
completeness, accuracy or fairness. This joint announcement has not
been approved by any competent regulatory or supervisory
authority.
The information in this joint announcement may include
forward-looking statements, which are based on the current
expectations and projections about future events and in certain
cases can be identified by the use of terms such as "may", "will",
"should", "expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about AGP or SEA,
including, among other things, the development of each business,
trends in operating industry, and future capital expenditures and
acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur. Each of AGP, SEA, the Offeror, Panmure Gordon and their
affiliates and their respective officers, employees and agents
expressly disclaim any and all liability which may be based on this
joint announcement and any errors therein or omissions therefrom.
No representation or warranty is given to the
achievement or reasonableness of future projections, management
targets, estimates, prospects or returns, if any. Any views
contained herein are based on financial, economic, market and other
conditions prevailing as at the date of this joint announcement.
The information contained in this joint announcement will not be
updated. In particular, the pro forma net asset value and pro forma
net asset value per share figures contained in this joint
announcement should not be taken as an indication of AGP's or SEA's
expected future performance or results. These are pro forma numbers
only and there is no guarantee that they can or will be achieved.
Accordingly, investors should not place any reliance on such pro
forma financial information.
This joint announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in AGP or SEA or to engage in investment activity (as defined
by the Financial Services and Markets Act 2000) in any jurisdiction
nor shall it, or any part of it, or the fact of its distribution
form the basis of, or be relied on in connection with, any contract
or investment decision whatsoever, in any jurisdiction. This joint
announcement does not constitute a recommendation regarding any
securities.
Neither this joint announcement nor any part or copy of it may
be taken or transmitted into the United States, Australia, Canada,
South Africa or Japan, or distributed directly or indirectly to US
Persons (as defined below) or in the United States, Australia,
Canada, South Africa or Japan. Any failure to comply with this
restriction may constitute a violation of applicable law. This
joint announcement does not constitute an offer of securities to
the public in the United States, Australia, Canada, South Africa or
Japan or in any other jurisdiction. Persons into whose possession
this joint announcement comes should observe all relevant
restrictions.
Panmure Gordon, which is regulated in the United Kingdom by the
Financial Conduct Authority, is advising AGP and no one else solely
for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 (as amended) and for no other purpose, and will
not be responsible to anyone other than the Offeror or AGP for
providing the protections afforded to the clients of Panmure Gordon
or for providing advice in relation to the Offer or any transaction
or arrangement referred to in this joint announcement.
This joint announcement does not constitute any form of
financial opinion or recommendation on the part of Panmure Gordon
or any of its respective affiliates and is not intended to be an
offer, or the solicitation of any offer, to buy or sell any
securities. Panmure Gordon is not responsible for the contents of
this joint announcement or the Composite Document. This does not
exclude any responsibilities which Panmure Gordon may have under
the Financial Services and Market Act 2000 or the regulatory regime
established thereafter.
APPIX I
LETTER FROM AMPLE CAPITAL
The following is extracted from the section headed "Letter from
Ample Capital" of the Composite Document:
Ample Capital Limited
Unit A, 14th Floor
Two Chinachem Plaza
135 Des Voeux Road Central,
Hong Kong
28 July 2017
To the Independent AGP Shareholders,
Dear Sir or Madam,
COMPOSITE DOCUMENT RELATING TO
THE UNCONDITIONAL VOLUNTARY OFFER
FOR ALL THE ISSUED SHARES IN
ASIAN GROWTH PROPERTIES LIMITED
(OTHER THAN THOSE ALREADY OWNED
BY NAN LUEN INTERNATIONAL LIMITED
AND S E A HOLDINGS LIMITED)
BY AMPLE Capital Limited
ON BEHALF OF NAN LUEN INTERNATIONAL LIMITED
1. INTRODUCTION
On 31 March 2017, the Offeror and SEA jointly announced that,
among other things, Ample Capital would make a voluntary share
exchange offer on behalf of the Offeror to acquire the AGP Shares,
other than those AGP Shares already owned by the Offeror, in
exchange for the Consideration Shares.
On 4 May 2017, the resolution in respect of, among other things,
the Distribution in Specie was approved at the special general
meeting of SEA. On 15 May 2017, completion of the SP Agreement and
the Distribution in Specie took place as set out in the
announcement of SEA dated 15 May 2017. Following the Distribution
in Specie, AGP ceased to be a subsidiary of SEA. On 21 April 2017,
the AGP Board declared the AGP Special Dividend Payment which was
paid on 15 May 2017. Details of the event were set out in AGP's
announcements dated 31 March 2017 and 21 April 2017.
As at the Latest Practicable Date, the Assets Redistribution,
the AGP Special Dividend Payment, and the payment of the SEA
Special Cash Dividend have completed.
APPIX I
LETTER FROM AMPLE CAPITAL
As stated in the "Letter from AGP Board" of this Composite
Document, the AGP Directors note that the Joint Announcement stated
that in view of the fact that the AGP Shares are admitted to
trading on AIM, and recognising that some SEA Shareholders who
receive AGP Shares pursuant to the Distribution in Specie may not
wish to hold AGP Shares (given that they may not wish to hold/trade
AIM shares), the Offeror, as a means to provide Independent AGP
Shareholders (both existing and arising as a result of the
Distribution in Specie) with a liquidity option for the AGP Shares
(apart from selling those AGP Shares either on-market or
off-market) intended to make an unconditional voluntary share
exchange offer to Independent AGP Shareholders to exchange their
AGP Shares for SEA Shares held by the Offeror.
Under the original timetable in the Joint Announcement, the
original Closing Date of the share exchange offer was expected to
be 26 May 2017, and the payment date of the SEA Special Cash
Dividend was expected to be 21 June 2017. Based on those dates,
Independent AGP Shareholders accepting the share exchange offer
would have acquired Consideration Shares from the Offeror together
with all rights accruing or attaching thereto (including the SEA
Special Cash Dividend), they would have been paid such dividend on
21 June 2017. As disclosed in the joint announcements of the
Offeror and AGP dated 5 May 2017, 17 May 2017, 5 June 2017, 16 June
2017 and 7 July 2017, additional time was needed to finalise this
Composite Document. Meanwhile the SEA Special Cash Dividend was
paid out on 21 June 2017, in accordance with the timetable
disclosed in the joint announcement of the Offeror and SEA dated 18
April 2017. To enable accepting Independent AGP Shareholders to
retain the same entitlements as under the original proposed
timetable, the Offeror revised the terms of the share exchange
offer to include the Cash Portion of the Offer, which is an amount
equivalent to the SEA Special Cash Dividend.
This letter forms part of this Composite Document which sets
out, among other things, the details of the Offer. Further details
of the terms and procedures of acceptance of the Offer are set out
in Appendix I to this Composite Document and the accompanying Form
of Acceptance.
Independent AGP Shareholders are strongly advised to consider
carefully the information contained in the "Letter from AGP Board",
"Letter from the AGP IBC" and "Letter from the Independent
Financial Adviser" to this Composite Document.
Unless the context otherwise requires, terms defined in this
Composite Document shall have the same meanings when used in this
letter.
APPIX I
LETTER FROM AMPLE CAPITAL
2. THE OFFER
2.1 Consideration for the Offer
Ample Capital is making the Offer for and on behalf of the
Offeror in accordance with the provisions of the Takeovers Code to
the Independent AGP Shareholders to acquire all the AGP Shares
(other than those already owned by the Offeror and SEA) on the
following basis:
For every 4 AGP Shares.........................................1
Consideration Share
(being an issued SEA Share
held by the Offeror)
and HK$3.0 (being an amount equivalent
to the SEA Special Cash Dividend)
As at the Latest Practicable Date, save for the 886,347,812 AGP
Shares in issue, AGP had no other outstanding securities, options,
warrants or derivatives which are convertible into or which confer
rights to require the issue of AGP Shares and AGP had no other
relevant securities (as defined in Note 4 to the Rule 22 of the
Takeovers Code).
As a result of the Distribution in Specie, all 861,278,857 AGP
Shares held by SEA (other than 34,598 AGP Shares left undistributed
due to fractional entitlements) were distributed to all the
Qualifying SEA Shareholders (including the Offeror) in proportion
to their respective shareholding in SEA on the basis of 1,268 AGP
Shares for every 1,000 SEA Shares held by them. Accordingly, upon
completion of the Distribution in Specie on 15 May 2017,
562,340,612 AGP Shares were held by the Offeror, 13,792,397 AGP
Shares were held by Mr. Lu Wing Chi, 5,237,854 AGP Shares were held
by NYH Limited, 22,390,346 AGP Shares were held by Mr. Lambert Lu,
4,092,442 AGP Shares were held by Mr. Lam Sing Tai and his spouse,
23,432,642 AGP Shares were held by Mr. Lincoln Lu, 34,598 AGP
Shares were held by SEA through its wholly-owned subsidiary,
229,957,966 AGP Shares were held by SEA Shareholders who received
AGP Shares due to the Distribution in Specie (other than the
Offeror, Mr. Lu Wing Chi, Mr. Lambert Lu, Mr. Lam Sing Tai and his
spouse, Mr. Lincoln Lu and NYH Limited), and 25,068,955 AGP Shares
were held by other AGP Shareholders, representing approximately
63.44%, 1.56%, 0.59%, 2.53%, 0.46%, 2.64%, 0.004%, 25.946% and
2.83% of the total issued share capital of AGP, respectively.
Based on an exchange ratio of 1 Consideration Share for every 4
AGP Shares (not taking into account the Cash Portion of the Offer
for the purpose of this paragraph) and 323,972,602 AGP Shares
subject to the Offer, being all of the AGP Shares in issue other
than the AGP Shares owned by the Offeror and SEA, and assuming that
(i) all Independent AGP Shareholders validly accept the Offer; and
(ii) there will be no change in the issued share capital of AGP
since the Latest Practicable Date and up to the Closing Date, the
maximum number of Consideration Shares which may be exchanged for
AGP Shares is 80,993,150. This represents approximately 11.88% of
the 681,666,726 existing issued SEA Shares as at the Latest
Practicable Date. If no AGP Shares are validly accepted under the
Offer, then the Offeror will continue to hold 562,340,612 AGP
Shares, which is equivalent to approximately 63.44% of the total
issued share capital of AGP as at the Latest Practicable Date.
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LETTER FROM AMPLE CAPITAL
The exchange ratio of 1 Consideration Share for every 4 AGP
Shares (not taking into account the Cash Portion of the Offer for
the purpose of this paragraph) was determined by the Offeror based
on the Offeror's estimate of (i) the fair market value per AGP
Share following the completion of the Restructuring; and (ii) the
fair market value per SEA Share following the Restructuring. The
fair market values of the AGP Shares and the SEA Shares were
calculated by the Offeror based on the following:
(i) In respect of the AGP Shares, (1) the unaudited net asset
value (attributable to AGP Shareholders) extracted from the
unaudited pro forma consolidated statement of financial position of
the AGP Remaining Group of approximately HK$6,258 million (as set
out on page IV-4 of Appendix IV to this Composite Document) (2)
less the Offeror's assumption as to the potential PRC tax
liabilities of approximately HK$601 million were the AGP properties
sold at their fair market values on 28 February 2017 (for the
avoidance of doubt this amount is not included in AGP's financial
statements as it does not meet the requirement of a deferred tax
liability under International Financial Reporting Standards); (3)
less the special dividend of approximately HK$1,994 million
(equivalent to HK$2.25 per AGP Share) declared by AGP on 17 March
2017; and (4) plus the difference between the fair value of the PRC
properties held by AGP as at 28 February 2017 and the carrying
value of the properties held by AGP as at 31 December 2016,
equating to HK$65 million and relating to Westmin Plaza shopping
arcade. For the avoidance of doubt, the revaluation of the AGP
Non-PRC Assets was reflected in the consideration payable in
accordance with the SP Agreement as set out on page IV-9 of
Appendix IV to this Composite Document. Taking these adjustments
into consideration, the pro forma net asset value per AGP Share is
calculated by the Offeror as HK$4.21. Excluding the Offeror's
approximately HK$601 million adjustment referred to in (2) above,
the pro forma net asset value per AGP Share is calculated as
HK$4.88.
(ii) In respect of the SEA Shares, (1) the unaudited net asset
value (attributable to SEA Shareholders) extracted from the
unaudited pro forma consolidated statement of financial position of
the SEA Remaining Group of approximately HK$8,253 million (as set
out on page V-5 of Appendix V to this Composite Document); (2) plus
the difference between the fair value of the properties held by SEA
and the AGP Non-PRC Assets acquired from AGP as at 28 February 2017
and the carrying value of the properties held by SEA as at 31
December 2016, equating to HK$2,854 million and relating to Crowne
Plaza Hong Kong Causeway Bay. The Offeror considers that no tax is
payable in respect of the properties of SEA if the properties were
sold on 28 February 2017 at their fair market value, and as such no
deferred tax liability has been included in the Offeror's
calculations. Taking these adjustments into consideration, the pro
forma net asset value per SEA Share is calculated as HK$16.37. SEA
declared the SEA Special Cash Dividend, which was paid to SEA
Shareholders on
APPIX I
LETTER FROM AMPLE CAPITAL
21 June 2017 which would reduce the pro forma net asset value
per SEA Share to HK$13.37. For the avoidance of doubt, when the
Offeror determined the exchange ratio above, the SEA Special Cash
Dividend had not yet been declared by SEA, and therefore was not
included in the Offeror's calculations. Please also refer to page
12 of this Composite Document for background details of the
relationship between the SEA Special Cash Dividend and the Cash
Portion of the Offer.
According to the board of directors of the Offeror, the exchange
ratio is not based on the historical market price per share of
either AGP Shares or SEA Shares as their respective market prices
per share reflect the pre-Restructuring underlying fair market
values of those shares, not the post-Restructuring underlying fair
market values.
2.2 Value of the Offer
As at the Latest Practicable Date, the Offeror holds 443,486,289
SEA Shares. The Offer is extended to all Independent AGP
Shareholders. Based on the above-mentioned exchange ratio, a
maximum of 80,993,150 Consideration Shares would be required to
satisfy the consideration for the full acceptance of the Offer
(excluding the Cash Portion of the Offer). Based on (i) the Cash
Portion of the Offer of HK$3.0, and (ii) the closing price on the
Stock Exchange of HK$9.30 (approximately GBP0.95) per Consideration
Share as at the Latest Practicable Date), and assuming that there
will be no change in the number of the AGP Shares in issue prior to
the Closing Date, as at the Latest Practicable Date, the Offer is
valued at HK$996,215,745, which is a 25.51% premium to the value of
AGP of approximately HK$793,732,875 based on the closing price per
AGP Share as at the Latest Practicable Date of approximately
GBP0.25 (approximately HK$2.45) and 323,972,602 AGP Shares subject
to the Offer.
2.3 Comparison of value
As set out above, the exchange ratio of 1 Consideration Share
for every 4 AGP Shares (not taking into account the Cash Portion of
the Offer) was determined based on the fair market value per AGP
Share and/or SEA Share following the Restructuring. The historical
share prices of AGP and SEA prior to 17 March 2017 have not taken
into account the various cash dividends announced by AGP and SEA
since 17 March 2017.
However, for the purposes of illustration, set out below are
four comparisons of value based on two different ascribed values
per AGP Share and per Consideration Share, which respectively (i)
do not take into account, and (ii) take into account, the Cash
Portion of the Offer.
APPIX I
LETTER FROM AMPLE CAPITAL
Comparison of value of AGP Shares not taking into account the
Cash Portion of the Offer
The ascribed value of HK$4.41 (approximately GBP0.45) per AGP
Share (equivalent to the closing price of each SEA Share of
HK$17.64 as quoted on the Stock Exchange on the Last SEA Trading
Day divided by 4 for each AGP Share) represents:
(i) a discount of approximately 28.9% to the closing price of
AGP Shares of GBP0.635 (approximately HK$6.2), as quoted on AIM on
30 March 2017, being the Last AGP Trading Day;
(ii) a discount of approximately 42.7% to the average closing
price of approximately GBP0.79 (approximately HK$7.7) per AGP Share
as quoted on AIM for the five consecutive trading days immediately
prior to and including the Last AGP Trading Day;
(iii) a discount of approximately 38.8% to the average closing
price of approximately GBP0.74 (approximately HK$7.2) per AGP Share
as quoted on AIM for the 10 consecutive trading days immediately
prior to and including the Last AGP Trading Day;
(iv) a discount of approximately 24.0% to the average closing
price of approximately GBP0.59 (approximately HK$5.8) per AGP Share
as quoted on AIM for the 20 consecutive trading days immediately
prior to and including the Last AGP Trading Day;
(v) a discount of approximately 15.2% to the average closing
price of approximately GBP0.53 (approximately HK$5.2) per AGP Share
as quoted on AIM for the 30 consecutive trading days immediately
prior to and including the Last AGP Trading Day;
(vi) a premium of approximately 80.7% over the closing price of
approximately GBP0.25 (approximately HK$2.44) per AGP Share as
quoted on AIM on the Latest Practicable Date;
(vii) a discount of approximately 69.4% to the audited
consolidated net assets per AGP Share attributable to the AGP
Shareholders of approximately GBP1.48 (approximately HK$14.43) as
at 31 December 2016 (being the date to which the latest audited
consolidated annual results of AGP were made up), calculated based
on AGP's audited consolidated net assets attributable to the AGP
Shareholders of approximately GBP1,310,952,000 (approximately
HK$12,789,513,000) as at 31 December 2016 and 886,347,812 existing
AGP Shares in issue as at the Latest Practicable Date; and
APPIX I
LETTER FROM AMPLE CAPITAL
(viii) a discount of approximately 36.7% to the unaudited pro
forma consolidated net assets per AGP Share attributable to the AGP
Shareholders of approximately HK$6.97 as at 31 December 2016 (being
the date to which the latest unaudited pro forma consolidated
results of the AGP Remaining Group were made up), calculated based
on AGP's unaudited pro forma consolidated net assets attributable
to the AGP Shareholders of approximately HK$6,173,880,000 as at 31
December 2016 and 886,347,812 existing AGP Shares in issue as at
the Latest Practicable Date.
Comparison of value of AGP Shares taking into account the Cash
Portion of the Offer
The ascribed value of HK$5.16 (approximately GBP0.53) per AGP
Share (equivalent to the closing price of each SEA Share of
HK$17.64 as quoted on the Stock Exchange on the Last SEA Trading
Day, plus the Cash Portion of the Offer of HK$3.0 per Consideration
Share, and divided by 4 for each AGP Share) represents:
(i) a discount of approximately 16.8% to the closing price of
AGP Shares of GBP0.635 (approximately HK$6.2), as quoted on AIM on
30 March 2017, being the Last AGP Trading Day;
(ii) a discount of approximately 33.0% to the average closing
price of approximately GBP0.79 (approximately HK$7.7) per AGP Share
as quoted on AIM for the five consecutive trading days immediately
prior to and including the Last AGP Trading Day;
(iii) a discount of approximately 28.3% to the average closing
price of approximately GBP0.74 (approximately HK$7.2) per AGP Share
as quoted on AIM for the 10 consecutive trading days immediately
prior to and including the Last AGP Trading Day;
(iv) a discount of approximately 11.0% to the average closing
price of approximately GBP0.59 (approximately HK$5.8) per AGP Share
as quoted on AIM for the 20 consecutive trading days immediately
prior to and including the Last AGP Trading Day;
(v) a discount of approximately 0.8% to the average closing
price of approximately GBP0.53 (approximately HK$5.2) per AGP Share
as quoted on AIM for the 30 consecutive trading days immediately
prior to and including the Last AGP Trading Day;
(vi) a premium of approximately 111.5% over the closing price of
approximately GBP0.25 (approximately HK$2.44) per AGP Share as
quoted on AIM on the Latest Practicable Date;
APPIX I
LETTER FROM AMPLE CAPITAL
(vii) a discount of approximately 64.2% to the audited
consolidated net assets per AGP Share attributable to the AGP
Shareholders of approximately GBP1.48 (approximately HK$14.43) as
at 31 December 2016 (being the date to which the latest audited
consolidated annual results of AGP were made up), calculated based
on AGP's audited consolidated net assets attributable to the AGP
Shareholders of approximately GBP1,310,952,000 (approximately
HK$12,789,513,000) as at 31 December 2016, as set out in Appendix
II to this Composite Document, and 886,347,812 existing AGP Shares
in issue as at the Latest Practicable Date; and
(viii) a discount of approximately 26.9% to the unaudited pro
forma consolidated net assets per AGP Share attributable to the AGP
Shareholders of approximately HK$7.06 as at 31 December 2016 (being
the date to which the latest unaudited pro forma consolidated
results of the AGP Remaining Group were made up), calculated based
on AGP's unaudited pro forma consolidated net assets attributable
to the AGP Shareholders of approximately HK$6,257,798,000 as at 31
December 2016 (taking into account the Restructuring), as set out
in Appendix IV to this Composite Document, and 886,347,812 existing
AGP Shares in issue as at the Latest Practicable Date.
Comparison of value of Consideration Shares not taking into
account the Cash Portion of the Offer
For the purposes of illustration, the ascribed value of HK$24.8
(approximately GBP2.54) per Consideration Share (equivalent to the
closing price of each AGP Share of GBP0.635 (approximately HK$6.2)
as quoted on AIM on the Last AGP Trading Day multiplied by 4 for
each Consideration Share) represents:
(i) a premium of approximately 40.6% over the closing price of
SEA Shares of HK$17.64, as quoted on the Stock Exchange on 29 March
2017, being the Last SEA Trading Day;
(ii) a premium of approximately 40.0% over the average closing
price of approximately HK$17.71 per SEA Share as quoted on the
Stock Exchange for the five consecutive trading days immediately
prior to and including the Last SEA Trading Day;
(iii) a premium of approximately 41.2% over the average closing
price of approximately HK$17.56 per SEA Share as quoted on the
Stock Exchange for the 10 consecutive trading days immediately
prior to and including the Last SEA Trading Day;
APPIX I
LETTER FROM AMPLE CAPITAL
(iv) a premium of approximately 44.4% over the average closing
price of approximately HK$17.17 per SEA Share as quoted on the
Stock Exchange for the 20 consecutive trading days immediately
prior to and including the Last SEA Trading Day;
(v) a premium of approximately 43.4% over the average closing
price of approximately HK$17.30 per SEA Share as quoted on the
Stock Exchange for the 30 consecutive trading days immediately
prior to and including the Last SEA Trading Day;
(vi) a premium of approximately 166.7% over the closing price of
approximately HK$9.30 per SEA Share as quoted on the Stock Exchange
on the Latest Practicable Date;
(vii) a premium of approximately 40.3% over the audited
consolidated net assets per SEA Share attributable to SEA
Shareholders of approximately HK$17.68 as at 31 December 2016
(being the date to which the latest audited consolidated annual
results of SEA were made up), calculated based on SEA's audited
consolidated net assets attributable to SEA Shareholders of
approximately HK$12,050,977,000 as at 31 December 2016 and
681,666,726 existing SEA Shares in issue as at the Latest
Practicable Date; and
(viii) a premium of approximately 104.8% over the unaudited pro
forma consolidated net assets per SEA Share attributable to SEA
Shareholders of approximately HK$12.11 as at 31 December 2016
(being the date to which the latest unaudited pro forma
consolidated results of the SEA Remaining Group were made up),
calculated based on SEA's unaudited pro forma consolidated net
assets attributable to SEA Shareholders of approximately
HK$8,256,834,000 as at 31 December 2016 and 681,666,726 existing
SEA Shares in issue as at the Latest Practicable Date.
Comparison of value of Consideration Shares taking into account
the Cash Portion of the Offer
The ascribed value of HK$21.8 (approximately GBP2.23) per
Consideration Share, which is equal to (a) the ascribed value of
HK$24.8 (approximately GBP2.54) per Consideration Share (equivalent
to the closing price of each AGP Share of GBP0.635 (approximately
HK$6.2) as quoted on AIM on the Last AGP Trading Day multiplied by
4 for each Consideration Share) minus (b) the Cash Portion of the
Offer of HK$3.0 per Consideration Share, represents:
(i) a premium of approximately 23.6% over the closing price of
SEA Shares of HK$17.64, as quoted on the Stock Exchange on 29 March
2017, being the Last SEA Trading Day;
APPIX I
LETTER FROM AMPLE CAPITAL
(ii) a premium of approximately 23.1% over the average closing
price of approximately HK$17.71 per SEA Share as quoted on the
Stock Exchange for the five consecutive trading days immediately
prior to and including the Last SEA Trading Day;
(iii) a premium of approximately 24.1% over the average closing
price of approximately HK$17.56 per SEA Share as quoted on the
Stock Exchange for the 10 consecutive trading days immediately
prior to and including the Last SEA Trading Day;
(iv) a premium of approximately 27.0% over the average closing
price of approximately HK$17.17 per SEA Share as quoted on the
Stock Exchange for the 20 consecutive trading days immediately
prior to and including the Last SEA Trading Day;
(v) a premium of approximately 26.0% over the average closing
price of approximately HK$17.30 per SEA Share as quoted on the
Stock Exchange for the 30 consecutive trading days immediately
prior to and including the Last SEA Trading Day;
(vi) a premium of approximately 134.4% over the closing price of
approximately HK$9.30 per SEA Share as quoted on the Stock Exchange
on the Latest Practicable Date;
(vii) a premium of approximately 23.3% over the audited
consolidated net assets per SEA Share attributable to SEA
Shareholders of approximately HK$17.68 as at 31 December 2016
(being the date to which the latest audited consolidated annual
results of SEA were made up), calculated based on SEA's audited
consolidated net assets attributable to SEA Shareholders of
approximately HK$12,050,977,000 as at 31 December 2016 and
681,666,726 existing SEA Shares in issue as at the Latest
Practicable Date; and
(viii) a premium of approximately 80.0% over the unaudited pro
forma consolidated net assets per SEA Share attributable to SEA
Shareholders of approximately HK$12.11 as at 31 December 2016
(being the date to which the latest unaudited pro forma
consolidated results of the SEA Remaining Group were made up),
calculated based on SEA's unaudited pro forma consolidated net
assets attributable to SEA Shareholders of approximately
HK$8,253,160,000 as at 31 December 2016 and 681,666,726 existing
SEA Shares in issue as at the Latest Practicable Date.
APPIX I
LETTER FROM AMPLE CAPITAL
2.4 Highest and lowest price of AGP Shares
During the Relevant Period, the highest closing price of the AGP
Shares as quoted on AIM was GBP1.345 (approximately HK$13.1) on 19
April 2017, 20 April 2017, 21 April 2017 and 26 April 2017, and the
lowest closing price of the AGP Shares as quoted on AIM was GBP0.23
(approximately HK$2.24) on 19 June 2017. AGP has declared a special
cash dividend of HK$2.25 per common share of AGP on 17 March 2017
and AGP Special Dividend Payment on 31 March 2017.
2.5 Sufficient financial resources
The Offer involves a securities exchange for Consideration
Shares and the Cash Portion of the Offer. Ample Capital is
satisfied that there are sufficient financial resources available
to the Offeror to satisfy the consideration in respect of the Offer
which would fall to be satisfied upon full acceptance of the
Offer.
2.6 Effects of accepting the Offer
By accepting the Offer, the relevant Independent AGP
Shareholders will (i) sell their respective AGP Shares to the
Offeror free from all liens, charges, options, claims, equities,
adverse interests, third-party rights or encumbrances whatsoever
and together with all rights accruing or attaching thereto,
including (without limitation) the right to receive dividends and
distributions declared, made or paid, if any, on or after the
Closing Date, (ii) acquire Consideration Shares from the Offeror
free from all liens, charges, options, claims, equities, adverse
interests, third-party rights or encumbrances whatsoever and
together with all rights accruing or attaching thereto, including
(without limitation) the right to receive dividends and
distributions declared, made or paid, if any, on or after the
Closing Date, and (iii) be entitled to the Cash Portion of the
Offer, being an amount equivalent to the SEA Special Cash
Dividend.
Under the terms of the Offer, acceptance of the Offer is
irrevocable and once given cannot be withdrawn except in the
circumstances set out in the paragraphs headed "Announcement" and
"Right of withdrawal" (the latter of which relates to the
Cooling-off Period) in Appendix I to this Composite Document. If
the Offeror is unable to comply with any of the requirements of
making announcements relating to the Offer as described under the
paragraph headed "Announcement" in Appendix I to the Composite
Document, pursuant to Rule 19.2 of the Takeovers Code, the
Executive may require that the Independent AGP Shareholders
accepting the Offer be granted a right of withdrawal, on terms
acceptable to the Executive, until the requirements under Rule 19
of the Takeovers Code can be met.
APPIX I
LETTER FROM AMPLE CAPITAL
The Offer is an unconditional voluntary securities exchange and
cash offer and is not subject to a prescribed level of valid
acceptance being received in respect of the Offer. For the
avoidance of doubt, AGP is not subject to the UK Takeovers
Code.
2.7 Irrevocable undertakings to accept the Offer
The Offeror has received irrevocable undertakings from the
following Independent AGP Shareholders to accept the Offer in
respect of all the AGP Shares they directly or indirectly hold:
Approximate Approximate
percentage percentage
Number of of the issued Number of of the issued
SEA Shares share capital AGP Shares share capital
Independent AGP Shareholder held of SEA held of AGP
(Note 1) (Note 2) (Note 3)
Mr. Lu Wing Chi 17,238,085 (Note 4) 2.53% 19,030,251(Note 5)
2.15%
Mr. Lambert Lu 17,658,002 2.59% 22,390,346 2.53%
Mr. Lam Sing Tai
and his spouse 3,227,478 0.47% 4,092,442 0.46%
Mr. Lincoln Lu 18,480,002 2.71% 23,432,642 2.64%
Mr. Walujo Santoso, Wally 1,200,000 0.18% 1,521,600 0.17%
Mr. Leung Hok Lim 1,856,928 0.27% 2,354,584 0.27%
Mr. Chung Pui Lam 656,928 0.10% 551,488 0.06%
Mr. David Andrew Runciman - - 520,000 0.06%
Notes:
1. Mr. Lu Wing Chi, Mr. Lambert Lu, Mr. Lam Sing Tai, Mr.
Lincoln Lu and Mr. David Andrew Runciman are directors of AGP. Mr.
Lu Wing Chi, Mr. Lambert Lu, Mr. Lam Sing Tai, Mr. Lincoln Lu, Mr.
Walujo Santoso, Wally, Mr. Leung Hok Lim and Mr. Chung Pui Lam are
directors of SEA. NYH Limited is wholly owned by Mr. Lu Wing
Chi.
2. The total number of issued SEA Shares as at the Latest Practicable Date was 681,666,726.
3. The total number of issued AGP Shares as at the Latest Practicable Date was 886,347,812.
4. Among these SEA Shares, 13,107,285 were held by Mr. Lu Wing
Chi and 4,130,800 were held by NYH Limited.
5. Among these AGP Shares, 13,792,397 were held by Mr. Lu Wing
Chi and 5,237,854 were held by NYH Limited.
Pursuant to the irrevocable undertakings set out above, the
above Independent AGP Shareholders will accept the Offer in
accordance with the terms and conditions set out in this Composite
Document. The said irrevocable undertakings are not subject to any
other condition.
APPIX I
LETTER FROM AMPLE CAPITAL
3. OTHER TERMS OF THE OFFER
3.1 Stamp duty
Given that AGP is a company incorporated in the BVI and
redomiciled to Bermuda where its register of members is located and
maintained, no Hong Kong stamp duty is payable on any transfer of
the AGP Shares.
Given that the AGP Shares are (i) admitted to trading on AIM
(being a recognised growth market) and (ii) not officially listed
on AIM or any other market or exchange, neither United Kingdom
stamp duty nor United Kingdom stamp duty reserve tax would be
chargeable on (a) a transfer of or agreement to transfer the AGP
Shares; or (b) a transfer of or agreement to transfer validly
constituted CREST depositary interests representing the AGP
Shares.
The tax treatment mentioned above may be different for each AGP
Shareholder and the liability to tax depends on the individual
circumstances of each AGP Shareholder, and may be subject to change
in the future. If you are in any doubt as to your taxation
position, you should consult an appropriate independent
professional adviser immediately.
Sellers' and buyers' ad valorem stamp duty for the SEA Shares
arising in connection with the acceptances of the Offer, amounting
to HK$1.00 for every HK$1,000 or part thereof will be borne by the
Offeror.
3.2 AGP Shares
Acceptance of the Offer by any person will be deemed to
constitute a warranty by such person to the Offeror, AGP and Ample
Capital that the AGP Shares sold by such person under the Offer are
free from all liens, charges, options, claims, equities, adverse
interests, third-party rights or encumbrances whatsoever and
together with all rights accruing or attaching thereto, including
(without limitation) the right to receive dividends and
distributions declared, made or paid, if any, on or after the
Closing Date and such person would acquire Consideration Shares
from the Offeror free from all liens, charges, options, claims,
equities, adverse interests, third-party rights or encumbrances
whatsoever and together with all rights accruing or attaching
thereto, including (without limitation) the right to receive
dividends and distributions declared, made or paid, if any, on or
after the Closing Date.
For the avoidance of doubt, neither Hong Kong Securities
Clearing Company Limited nor HKSCC Nominees Limited will give, or
be subject to, any of the above representations and warranties.
APPIX I
LETTER FROM AMPLE CAPITAL
3.3 AGP Overseas Shareholders
The Offer is in respect of securities of a company registered in
Bermuda and will be subject to the procedures and disclosure
requirements under the relevant Hong Kong laws and regulations,
which may be different from other jurisdictions. The making of the
Offer or the acceptance thereof by persons not being residents in
Hong Kong or citizens or nationals of jurisdictions outside Hong
Kong or with registered addresses in jurisdictions outside Hong
Kong may be affected by the laws of the relevant jurisdictions.
Independent AGP Shareholders who are citizens or residents or
nationals of jurisdictions outside Hong Kong should inform
themselves about and observe any applicable legal requirements in
their own jurisdictions and where necessary seek independent
professional advice.
As at the Latest Practicable Date, AGP had overseas shareholders
with his/her/its registered address in Australia, Bermuda,
Switzerland, Guernsey, Spain, the Netherlands, the BVI, New Zealand
and the United Kingdom.
AGP Shareholders with registered addresses in the United
Kingdom
The Offer would constitute a financial promotion under the
Financial Services and Markets Act 2000. This Composite Document
has been approved as a financial promotion for the purpose of
Section 21 of the Financial Services and Markets Act 2000 by
Panmure Gordon (UK) Limited, which is authorised and regulated by
the UK Financial Conduct Authority (FRN: 403721).
The price of AGP Shares and SEA Shares may go down as well as up
and as such, are an investment which may result in you not being
able to realise the full amount of capital you invested.
AGP Shareholders with registered addresses in New Zealand
The Offeror has sought legal advice from New Zealand legal
advisers. Based on the legal opinion provided by New Zealand legal
advisers, the extension of the Offer to the AGP New Zealand
Shareholders would constitute an offer of financial products for
sale in New Zealand regulated by the Financial Markets Conduct Act
2013. This would require the Offeror to prepare a full
prospectus-style offer document which would be reviewed by New
Zealand regulatory authorities, and which would incur significant
legal and accounting costs. The preparation of that document and
the associated review process would take significant time. The
directors of the Offeror believe that it would be unduly burdensome
for the Offeror to comply with the relevant regulatory requirements
in New Zealand if the Offer was extended to the AGP New Zealand
Shareholders. As such, the Composite Document will be despatched to
the AGP New Zealand Shareholders for information only. The Offeror
has applied for a waiver pursuant to Note 3 to Rule 8 of the
Takeovers Code and the Executive has consented to the exclusion of
the AGP New Zealand Shareholders from receiving the Offer, subject
to such AGP New Zealand Shareholders being provided the Alternative
Arrangement. As such, no offer of financial products is being made
to the AGP New Zealand Shareholders in any respect whatsoever.
However, the AGP New Zealand Shareholders may choose to participate
in the Alternative Arrangement detailed below.
APPIX I
LETTER FROM AMPLE CAPITAL
Alternative Arrangement for AGP New Zealand Shareholders
In order to give AGP New Zealand Shareholders another
alternative to monetising their AGP Shares, apart from selling such
AGP Shares on the market, an alternative arrangement programme has
been established for the AGP New Zealand Shareholders. Further
details of the Alternative Arrangement are set out in section
headed "Alternative Arrangement for AGP New Zealand Shareholders"
of Appendix I to this Composite Document.
AGP Shareholders with registered addresses in the
Netherlands
In relation to the Netherlands, the Offer is made to one or more
persons residing in the Netherlands (as the case may be) pursuant
to an exemption from prospectus requirements under the Prospectus
Directive (and more specifically the exemption mentioned under
Article 4.1(b) of the Prospectus Directive concerning exchange
offers) and this Composite Document has not been approved by a
competent authority within the meaning of the Prospectus Directive.
The expression "Prospectus Directive" means Directive 2003/71/EC
(as amended), and includes any relevant implementing measures in
the Netherlands.
AGP Shareholders with registered addresses in Australia,
Bermuda, the BVI, Guernsey, Spain and Switzerland and any other
overseas jurisdiction
It is the responsibility of any such persons who wish to accept
the Offer to satisfy themselves as to the full observance of the
laws of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental or other consents which
may be required or the compliance with other necessary formalities
and the payment of any transfer or other taxes due by the accepting
Independent AGP Shareholders in respect of such jurisdiction. Any
acceptance by any person will be deemed to constitute a
representation and warranty from such person to the Offeror that
the local laws and requirements have been fully complied with and
paid any issue, transfer or other taxes or other required payments
due from him in connection with such acceptance in any territory
and that such acceptance shall be valid and binding in accordance
with all applicable laws and regulations. Independent AGP
Shareholders should consult their professional advisers if in
doubt. For the avoidance of doubt, neither Hong Kong Securities
Clearing Company Limited nor HKSCC Nominees Limited will give, or
be subject to, any of the above representations and warranties.
3.4 Closing Date of the Offer
Unless the Offer has previously been extended or revised, the
Offer will close on Monday, 28 August 2017 (being the Closing
Date). The latest time for acceptance of the Offer will be at 4:00
p.m. on the Closing Date (Hong Kong time).
APPIX I
LETTER FROM AMPLE CAPITAL
3.5 Settlement
Provided that a valid Form of Acceptance, which is complete in
every detail and in good order in all respects, together with
relevant document(s) has/have been received by the AGP Share
Registrar or the SEA Hong Kong Branch Share Registrar, as the case
may be, by no later than 4:00 p.m. Hong Kong time (9:00 a.m. UK
time) on the Closing Date, certificate(s) for the Consideration
Shares in respect of the AGP Shares tendered by you for acceptance
under the Offer and the cheques relating to the Cash Portion of the
Offer will be despatched to you by ordinary post at your own risk
as soon as possible but in any event within (a) 17 Business Days
(for Independent AGP Shareholders who elect for a Cooling-off
Period), or (b) 7 Business Days (for Independent AGP Shareholders
who do not elect for a Cooling-off Period), after receipt by the
AGP Share Registrar or the SEA Hong Kong Branch Share Registrar, as
the case may be, of the duly completed Form of Acceptance and other
relevant documents (if applicable).
Settlement of the consideration to which any Independent AGP
Shareholder is entitled under the Offer (which excludes any AGP New
Zealand Shareholder) will be implemented in full in accordance with
the terms of the Offer, without regard to any lien, right of
set-off, counterclaim or other analogous right to which the Offeror
may otherwise be, or claim to be, entitled against such Independent
AGP Shareholder.
By accepting the Offer, the relevant Independent AGP
Shareholders will (i) sell their respective AGP Shares to the
Offeror free from all liens, charges, options, claims, equities,
adverse interests, third-party rights or encumbrances whatsoever
and together with all rights accruing or attaching thereto,
including (without limitation) the right to receive dividends and
distributions declared, made or paid, if any, on or after the
Closing Date, (ii) acquire Consideration Shares from the Offeror
free from all liens, charges, options, claims, equities, adverse
interests, third-party rights or encumbrances whatsoever and
together with all rights accruing or attaching thereto, including
(without limitation) the right to receive dividends and
distributions declared, made or paid, if any, on or after the
Closing Date, and (iii) be entitled to the Cash Portion of the
Offer, being an amount equivalent to the SEA Special Cash
Dividend.
For those Independent AGP Shareholders (with his/her/its
registered address in Hong Kong) who received AGP Shares from the
Distribution in Specie and do not accept the Offer, the AGP Share
certificate(s) will be available for collection in person for a
period of three (3) Business Days at Computershare Hong Kong
Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell
Centre, 183 Queen's Road East, Wanchai, Hong Kong from Thursday, 14
September 2017 to Monday, 18 September 2017 (both dates inclusive).
If such Independent AGP Shareholders do not collect their AGP Share
certificate(s) personally within the time specified for collection,
their AGP Share certificate(s) will be sent to their registered
address on Tuesday, 19 September 2017, by ordinary post at their
own risk.
APPIX I
LETTER FROM AMPLE CAPITAL
For those Independent AGP Shareholders (with his/her/its
registered address outside of Hong Kong) who received AGP Shares
from the Distribution in Specie and do not accept the Offer, the
AGP Share Registrar will despatch the AGP Share certificate(s) by
Thursday, 14 September 2017.
For those Independent AGP Shareholders (with his/her/its
registered address in Hong Kong) who received AGP Shares from the
Distribution in Specie and have accepted the Offer and subsequently
withdrawn their acceptance pursuant to the Cooling-off Period after
the Offer closes, the AGP Share certificate(s) will be available
for collection in person for a period of three (3) Business Days at
Computershare Hong Kong Investor Services Limited, at Rooms
1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong from Tuesday, 26 September 2017 to Thursday, 28
September 2017 (both dates inclusive). If such Independent AGP
Shareholders do not collect their AGP Share certificate(s)
personally within the time specified for collection, their AGP
Share certificate(s) will be sent to their registered address on
Friday, 29 September 2017, by ordinary post at their own risk.
For those Independent AGP Shareholders (with his/her/its
registered address outside of Hong Kong) who received AGP Shares
from the Distribution in Specie and have accepted the Offer and
subsequently withdrawn their acceptance pursuant to the Cooling-off
Period after the Offer closes, the AGP Share Registrar will
despatch the AGP Share certificate(s) by Tuesday, 26 September
2017. In other words, the relevant Independent AGP Shareholders
will technically not be able to provide their AGP Shares to the AGP
Share Registrar or the Transfer Agent for dematerialisation into
depositary interests to trade them before they receive the AGP
Share certificate(s).
3.6 Odd lots
Independent AGP Shareholders should be aware that SEA Shares are
traded in board lots of 2,000 shares. As such, acceptance of the
Offer may result in their holding of odd lots of the SEA Shares.
Accordingly, the Offeror has appointed DBS Vickers (Hong Kong)
Limited as the designated broker to match sales and purchases of
odd lot holdings of the SEA Shares, on a best effort basis, in the
market for a reasonable time period following the completion of the
Offer to enable such Independent AGP Shareholders to dispose of
their odd lots or to top up their odd lots to whole board lots. The
proceeds of sale (net of expenses and taxes) will be paid to the
Independent AGP Shareholders concerned according to their
respective attributable entitlements thereto.
Holder(s) of SEA Share(s) received under the Offer should note
that the successful matching of odd lots of SEA Share(s) and the
provision of liquidity referred to above is not guaranteed. SEA
Shareholders are advised to consult their own professional advisers
if they are in doubt about any of these arrangements.
APPIX I
LETTER FROM AMPLE CAPITAL
3.7 Fractional entitlements
As disclosed in the Circular, any fractional entitlements to AGP
Shares and any AGP Shares left undistributed due to fractional
entitlements of Qualifying SEA Shareholders pursuant to the
Distribution in Specie will be sold in the market as far as
practicable and the net proceeds of such sale will be retained for
the benefit of SEA.
Any fractional entitlement to the Consideration Shares will be
rounded down to the nearest whole number of Consideration Share and
be transferred to the accepting Independent AGP Shareholders under
the Offer. The full terms and conditions of the Offer is set out in
Appendix I to this Composite Document.
4. INFORMATION ON AGP
AGP is an investment holding company incorporated in the BVI
with limited liability on 17 February 2004 and redomiciled to
Bermuda on 5 December 2016. Prior to the Distribution in Specie,
AGP was a 97.17%-owned subsidiary of SEA. AGP ceased to be a
subsidiary of SEA immediately after the Distribution in Specie
(although SEA continues to hold 34,598 AGP Shares which were left
undistributed due to fractional entitlements of Qualifying SEA
Shareholders).
After Completion of the Asset Redistribution and the
Distribution in Specie, the AGP Group is principally engaged in
property development and investment in the PRC.
The financial information of the AGP Group for the three years
ended 31 December 2014, 2015 and 2016 is set out in Appendix II to
this Composite Document. The unaudited pro forma financial
information of the AGP Group which illustrates the effect of the
Assets Redistribution and the AGP Special Dividend Payment is set
out in Appendix IV to this Composite Document.
5. INFORMATION OF THE OFFEROR AND SEA
The Offeror was incorporated in Bermuda as an exempted company
with limited liability on 30 June 1989 and is an investment holding
company. As at the Latest Practicable Date, the Offeror (i) was a
controlling shareholder of SEA and held 443,486,289 SEA Shares,
representing approximately 65.06% of the issued SEA Shares; and
(ii) was interested in 562,340,612 AGP Shares, representing
approximately 63.44% of the issued AGP Shares. The registered
office of the Offeror is located at Clarendon House, 2 Church
Street, Hamilton
HM 11, Bermuda.
SEA is an investment holding company incorporated in Bermuda on
25 April 1989 and is a company listed on the main board of the
Stock Exchange. The principal business activities of SEA and its
subsidiaries are investment holding, hotel operation, property and
asset management as well as property investment and development in
Hong Kong, Australia and the United Kingdom.
APPIX I
LETTER FROM AMPLE CAPITAL
6. INTENTION OF THE OFFEROR IN RELATION TO THE AGP GROUP
In order to ensure that the strategic leaderships of AGP and SEA
are segregated, AGP and SEA are now led by different persons
following the completion of the Assets Redistribution. In
particular:
-- AGP's chief executive officer is Mr. Lincoln Lu;
-- SEA's chief executive is Mr. Lambert Lu; and
-- With effect from 15 May 2017, Mr. Lincoln Lu has relinquished
his executive role in SEA and Mr. Lambert Lu has relinquished his
executive role in AGP.
Save as disclosed above, as at the Latest Practicable Date, the
Offeror had no intention to change the composition of the AGP
Board, and the Offeror had not proposed or nominated any new
director to the AGP Board. Further announcement(s) will be made
upon any changes to the composition of the AGP Board if and when
necessary.
Mr. Lambert Lu and Mr. Lincoln Lu are brothers. Both of them are
sons of Mr. Lu Wing Chi. As at the Latest Practicable Date, the
Offeror is held as to approximately 63.58% by JCS Limited, 30.00%
by Mr. Lu Wing Chi, 3.21% by Mr. Lambert Lu and 3.21% by Mr.
Lincoln Lu. JCS Limited is in turn owned by Mr. Lu Wing Chi, Mr.
Lambert Lu and Mr. Lincoln Lu (each a director of SEA and AGP) as
to approximately 49.00%, 25.50% and 25.50%, respectively. Mr. Lu
Wing Chi, Mr. Lambert Lu and Mr. Lincoln Lu are directors of SEA,
AGP, JCS Limited and the Offeror.
As disclosed in the "Letter from AGP Board" in this Composite
Document, following the completion of the Restructuring, the AGP
Group focuses on the business in the PRC, while the SEA Group
continues to focus on the non-PRC business. It should be noted
however that, while it is the AGP Board's current intention to
focus on operations in the PRC, and its property assets following
the Restructuring are located solely in the PRC, the AGP Board does
not believe that AGP should be restricted in its sphere of
activities. Hence, the AGP Board has not committed to limit its
sphere of activities solely to the PRC or to property related
development and investments. The strategy of AGP will be determined
by the AGP Board itself taking into consideration market
opportunities, AGP's financial resources and its core competencies.
As at the Latest Practicable Date, the Offeror (i) had no
definitive plans in relation to the business of the AGP Group other
than continuing its existing principal businesses, (ii) had no plan
to terminate the employment of the employees or to redeploy assets
of the AGP Group other than those in its ordinary and usual course
of business, and had no present intention to voluntarily seek to
delist AGP from AIM without making a separate offer.
APPIX I
LETTER FROM AMPLE CAPITAL
7. SHAREHOLDING STRUCTURE OF AGP
As at the Latest Practicable Date, AGP had 886,347,812 AGP
Shares in issue. There were no other classes of securities of the
AGP in issue other than the said AGP Shares, and there were no
outstanding options, derivatives, warrants or other securities in
issue convertible or exchangeable into the AGP Shares as at the
Latest Practicable Date.
Assuming that all the Independent AGP Shareholders accept the
Offer and that there is no change in the issued share capital of
AGP from the Latest Practicable Date up to the Closing Date, the
shareholding structure of AGP as at the Latest Practicable Date and
immediately after the completion of the Offer, would be as
follows:
Immediately after
completion of the Offer
assuming all Independent
As at the AGP Shareholders
Latest Practicable Date accept the Offer
Approximate Approximate
percentage percentage
of the issued of the issued
Number of share capital Number of share capital
AGP Shares of AGP AGP Shares of AGP
(Note 1) (Note 2) (Note 2)
Offeror 562,340,612 63.44% 886,313,214 99.996%
Mr. Lu Wing Chi 13,792,397 1.56% - -
NYH Limited (Note 3) 5,237,854 0.59% - -
Mr. Lambert Lu 22,390,346 2.53% - -
Mr. Lam Sing Tai
and his spouse 4,092,442 0.46% - -
Mr. Lincoln Lu 23,432,642 2.64% - -
SEA (Note 4) 34,598 0.004% 34,598 0.004%
SEA Shareholders who
acquired AGP Shares
pursuant to the Distribution
in Specie (other than
the Offeror, Mr. Lu Wing Chi,
Mr. Lambert Lu,
Mr. Lam Sing Tai and
his spouse, Mr. Lincoln Lu
and NYH Limited) 229,957,966 25.946 - -
Other AGP
Shareholders
(Note 5) 25,068,955 2.83% - -
----------- ------- ----------- -------
Total 886,347,812 100.00% 886,347,812 100.00%
=========== ======= =========== =======
APPIX I
LETTER FROM AMPLE CAPITAL
Notes:
1. The above shareholdings were based on the register of members
of AGP as at the Latest Practicable Date.
2. The total number of issued AGP Shares as at the Latest
Practicable Date was 886,347,812.
3. Given that the Distribution in Specie was made on the basis
of 1,268 AGP Shares for every 1,000 SEA Shares held by the
Qualifying SEA Shareholders, if any calculation of a Qualifying SEA
Shareholder's entitlement to AGP Shares would result in a fraction
of an AGP Share, such entitlement will be rounded down to the
nearest whole number of AGP Shares. As at the Latest Practicable
Date, there were 34,598 AGP Shares left undistributed due to
fractional entitlements of the Qualifying SEA Shareholders.
Fractional entitlements to AGP Shares and any AGP Shares left
undistributed under the Distribution in Specie will be sold in the
market as soon as practicable after completion of the Offer and the
net proceeds of such sale will be retained for the benefit of SEA.
These AGP Shares are currently held by SEA's wholly-owned
subsidiary.
4. NYH Limited is a limited liability company wholly-owned by
Mr. Lu Wing Chi, the executive director of both SEA and AGP.
5. As at the Latest Practicable Date, the total number of AGP
Shares held by the AGP New Zealand Shareholders was 4,869,554. The
AGP New Zealand Shareholders may choose to accept or reject the
Alternative Arrangement under which the NZ Alternative Arrangement
Offeror will dispose of the SEA Shares in the open market and
deliver the proceeds to the AGP New Zealand Shareholders who accept
the Alternative Arrangement as consideration for the purchase of
their AGP Shares.
8. SHAREHOLDING STRUCTURE OF THE OFFEROR
As at the Latest Practicable Date, the Offeror was held as to
approximately 63.58% by JCS Limited, 30.00% by Mr. Lu Wing Chi,
3.21% by Mr. Lambert Lu and 3.21% by Mr. Lincoln Lu. JCS Limited
was in turn owned by Mr. Lu Wing Chi, Mr. Lambert Lu and Mr.
Lincoln Lu, as to approximately 49.00%, 25.50% and 25.50%,
respectively. Mr. Lu Wing Chi, Mr. Lambert Lu and Mr. Lincoln Lu
were directors of SEA, AGP, JCS Limited and the Offeror.
9. FINANCIAL AND TRADING PROSPECTS OF SEA
As disclosed in the section headed "Information of the Offeror
and SEA" contained in this letter above, after completion of the
Assets Redistribution and the Distribution in Specie, the principal
business activities of SEA and its subsidiaries are investment
holding, hotel operation, property and asset management as well as
property investment and development in Hong Kong, Australia and the
United Kingdom.
As disclosed in the annual reports of SEA for the years ended 31
December 2015 and 2016, SEA strives to gain market share, improve
the hotel operation's efficiency and at the same time look for cost
saving measures, so as to maintain the return of the operations,
and SEA is closely monitoring the evolving market developments and
has equipped itself to face the various challenges ahead by
adopting a prudent and effective policy in managing risks.
According to the SEA Board, SEA will remain cautiously proactive
and continue to monitor the property markets of Hong Kong and
overseas countries closely in order to identify potential
acquisition targets at opportune times.
APPIX I
LETTER FROM AMPLE CAPITAL
10. ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set
out in the appendices to this Composite Document.
Yours faithfully, Yours faithfully,
For and on behalf of For and on behalf of
Ample Capital Limited Ample Capital Limited
H. W. Tang Jackson Wong
President Senior Vice President
APPIX II
LETTER FROM AGP BOARD
The following is extracted from the section headed "Letter from
AGP Board" of the Composite Document:
ASIAN GROWTH PROPERTIES LIMITED
(Registered in Bermuda with limited liability)
(Stock Code: AGP)
AGP Directors: Registered office:
Richard Ă–ther Prickett (Non-executive Chairman Clarendon House
and Independent Non-executive Director) 2 Church Street
Lincoln Lu (Chief Executive Officer and Hamilton HM 11
Executive Director) Bermuda
Lu Wing Chi (Executive Director)
David Andrew Runciman (Executive Director) Principal place of business:
Lam Sing Tai (Non-executive Director) Suites 2506-10, 25th Floor
Lambert Lu (Non-executive Director) Everbright Centre
John David Orchard Fulton 108 Gloucester Road
(Independent Non-executive Director) Wanchai, Hong Kong
28 July 2017
To the Independent AGP Shareholders,
Dear Sir or Madam,
UNCONDITIONAL VOLUNTARY OFFER
FOR ALL THE ISSUED SHARES IN ASIAN GROWTH PROPERTIES LIMITED
(OTHER THAN THOSE ALREADY OWNED
BY NAN LUEN INTERNATIONAL LIMITED
AND S E A HOLDINGS LIMITED)
BY AMPLE CAPITAL LIMITED
ON BEHALF OF NAN LUEN INTERNATIONAL LIMITED
INTRODUCTION
Reference is made to the Joint Announcement.
On 4 May 2017, the resolution in respect of, among other things,
the Distribution in Specie was approved at the special general
meeting of SEA. On 15 May 2017, completion of the Distribution in
Specie took place. As a result of the Distribution in Specie, AGP
ceased to be a subsidiary of SEA.
APPIX II
LETTER FROM AGP BOARD
The making of the Offer is pre-conditional upon the completion
of the Distribution in Specie. Accordingly, the pre-condition of
the Offer as set out in the Joint Announcement and the Circular had
been fulfilled as at the date of this Composite Document. It was
announced in the Joint Announcement and the Circular that, after
the completion of the Distribution in Specie which would thereby
satisfy the pre-condition of the Offer, Ample Capital would, on
behalf of the Offeror and pursuant to the Takeovers Code, make a
voluntary unconditional securities exchange offer to acquire all
the AGP Shares (other than those already owned by the Offeror) on
the basis of 1 Consideration Share for every 4 AGP Shares held.
The purpose of this Composite Document is to provide you with,
among other things, information on the Offer and the AGP Group as
well as the letter from the AGP IBC containing its recommendation
and advice to the Independent AGP Shareholders in respect of the
Offer and the letter from the Independent Financial Adviser
containing its advice to the AGP IBC in respect of the Offer.
BACKGROUND
Pursuant to the Distribution in Specie, the AGP Shares held by
SEA have been distributed to the SEA Shareholders (including the
Offeror) by way of a special dividend in specie. Following the
completion of the sale of AGP Non-PRC Assets to SEA under the SP
Agreement, AGP Group continues to hold the AGP PRC Assets.
The AGP Directors note that the Joint Announcement stated that
in view of the fact that the AGP Shares are admitted to trading on
AIM, and recognising that some SEA Shareholders who receive AGP
Shares pursuant to the Distribution in Specie may not wish to hold
AGP Shares (given that they may not wish to hold/trade AIM shares),
the Offeror, as a means to provide Independent AGP Shareholders
(both existing and arising as a result of the Distribution in
Specie) with a liquidity option for the AGP Shares (apart from
selling those AGP Shares either on-market or off-market) makes an
unconditional voluntary share exchange offer to Independent AGP
Shareholders to exchange their AGP Shares for SEA Shares held by
the Offeror.
Under the original timetable in the Joint Announcement, the
original Closing Date of the share exchange offer was expected to
be 26 May 2017, and the payment date of the SEA Special Cash
Dividend was expected to be 21 June 2017. As Independent AGP
Shareholders accepting the share exchange offer would have acquired
Consideration Shares from the Offeror together with all rights
accruing or attaching thereto (including the SEA Special Cash
Dividend), they would have been paid such dividend on 21 June 2017.
As disclosed in the joint announcements of the Offeror and AGP
dated 5 May 2017, 17 May 2017, 5 June 2017, 16 June 2017 and 7 July
2017, additional time was needed to finalise this Composite
Document. Meanwhile the SEA Special Cash Dividend was paid out on
21 June 2017, in accordance with the timetable disclosed in the
joint announcement of the Offeror and SEA dated 18 April 2017. To
enable accepting Independent AGP Shareholders to retain the same
entitlements as under the original timetable, the Offeror revised
the terms of the share exchange offer to include the Cash Portion
of the Offer, which is an amount equivalent to the SEA Special Cash
Dividend.
APPIX II
LETTER FROM AGP BOARD
The AGP Directors note that: (i) as disclosed in the Joint
Announcement, SEA considered that a distribution of AGP Shares to
SEA Shareholders would enhance liquidity of the AGP Shares held by
SEA by improving the shareholder base of AGP without being dilutive
to SEA and the SEA Shareholders; (ii) as disclosed in the Circular,
the latest date of posting the AGP Share certificates (pursuant to
the Distribution in Specie) to AGP Shareholders who do not accept
the Offer was 15 June 2017; (iii) due to the reasons set out above,
this date of posting of the AGP Share certificates has been
postponed to 14 September 2017; and (iv) as disclosed on page I-5
of this Composite Document, the relevant Independent AGP
Shareholders cannot dematerialise their AGP Shares into depositary
interests and trade them before receiving the relevant AGP Share
certificates. As such, the AGP Directors believe that the
Distribution in Specie has had negligible impact on liquidity of
AGP Shares between the date of the Distribution in Specie and the
Latest Practicable Date.
It should be noted that it is the AGP Board's current intention
to focus on operations in the PRC following completion of the
Assets Redistribution and Distribution in Specie, and its property
assets are located solely in the PRC, however, the AGP Board does
not believe that AGP should be restricted in its sphere of
activities. Hence, the AGP Board has not committed to limit its
sphere of activities solely to the PRC or to property related
development and investments. The strategy of AGP will be determined
by the AGP Board itself taking into consideration market
opportunities, AGP's financial resources and its core
competencies.
The AGP Board believes that it would be in the best interests of
AGP and AGP Shareholders if it were to:
-- focus on AGP as a property investment and development company
whose principal operations are in the PRC; and
-- distribute back to AGP Shareholders cash excess to its requirements.
THE OFFER
Ample Capital, on behalf of the Offeror and pursuant to the
Takeovers Code, is making the Offer on the following basis:
For every 4 AGP
Shares.................................................1
Consideration Share
(being an issued
SEA Share held
by the Offeror)
and HK$3.0 per
Consideration Share
(being an amount
equivalent to the SEA
Special Cash Dividend)
APPIX II
LETTER FROM AGP BOARD
As at the Latest Practicable Date, there were 886,347,812 AGP
Shares in issue. As a result of the Distribution in Specie, all
861,278,857 AGP Shares held by SEA (other than 34,598 AGP Shares
left undistributed due to fractional entitlements) were distributed
to all the Qualifying SEA Shareholders (including the Offeror) in
proportion to their respective shareholding in SEA on the basis of
1,268 AGP Shares for every 1,000 SEA Shares held by them.
Accordingly, upon completion of the Distribution in Specie on 15
May 2017, 562,340,612 AGP Shares were held by the Offeror,
13,792,397 AGP Shares were held by Mr. Lu Wing Chi, 5,237,854 AGP
Shares were held by NYH Limited, 22,390,346 AGP Shares were held by
Mr. Lambert Lu, 4,092,442 AGP Shares were held by Mr. Lam Sing Tai
and his spouse, 23,432,642 AGP Shares were held by Mr. Lincoln Lu,
34,598 AGP Shares held by SEA through its wholly-owned subsidiary,
229,957,966 AGP Shares were held by SEA Shareholders who received
AGP Shares due to the Distribution in Specie (other than the
Offeror, Mr. Lu Wing Chi, Mr. Lambert Lu, Mr. Lam Sing Tai and his
spouse, Mr. Lincoln Lu and NYH Limited), and 25,068,955 AGP Shares
were held by other AGP Shareholders, representing approximately
63.44%, 1.56%, 0.59%, 2.53%, 0.46%, 2.64%, 0.004%, 25.946% and
2.83% of the issued share capital of AGP, respectively.
Based on an exchange ratio of 1 Consideration Share for every 4
AGP Shares (not taking into account the Cash Portion of the Offer
for the purpose of this paragraph) and 323,972,602 AGP Shares
subject to the Offer, being all of the AGP Shares in issue other
than the AGP Shares owned by the Offeror and SEA, and assuming that
(i) all Independent AGP Shareholders validly accept the Offer; and
(ii) there will be no change in the issued share capital of AGP
since the Latest Practicable Date and up to the Closing Date, the
maximum number of Consideration Shares which may be exchanged for
AGP Shares is 80,993,150. This represents approximately 11.88% of
the 681,666,726 existing issued SEA Shares as at the Latest
Practicable Date. If no AGP Shares are validly accepted under the
Offer, then the Offeror will continue to hold 562,340,612 AGP
Shares, which is equivalent to approximately 63.44% of the total
issued share capital of AGP as at the Latest Practicable Date.
The exchange ratio of 1 Consideration Share for every 4 AGP
Shares (not taking into account the Cash Portion of the Offer for
the purpose of this paragraph) was determined by the Offeror based
on the Offeror's estimate of (i) the fair market value per AGP
Share following the completion of the Restructuring; and (ii) the
fair market value per SEA Share following the Restructuring. The
fair market values of the AGP Shares and the SEA Shares were
calculated by the Offeror based on the following:
APPIX II
LETTER FROM AGP BOARD
(1) In respect of the AGP Shares, (i) the unaudited net asset
value (attributable to AGP Shareholders) extracted from the
unaudited pro forma consolidated statement of financial position of
the AGP Remaining Group of HK$6,258 million (as set out on page
IV-4 of Appendix IV to this Composite Document); (ii) less the
Offeror's assumption as to the potential PRC tax liabilities of
approximately HK$601 million were the AGP properties sold at their
fair market values on 28 February 2017 (for the avoidance of doubt
this amount is not included in AGP's financial statements as it
does not meet the requirement of a deferred tax liability under
International Financial Reporting Standards); (iii) less the
special dividend of approximately HK$1,994 million (equivalent to
HK$2.25 per AGP Share) declared by AGP on 17 March 2017; and (iv)
plus the difference between the fair value of the PRC properties
held by AGP as at 28 February 2017 and the carrying value of the
properties held by AGP as at 31 December 2016, equating to HK$65
million and relating to Westmin Plaza shopping arcade. For the
avoidance of doubt, the revaluation of the AGP Non-PRC Assets was
reflected in the consideration payable in accordance with the SP
Agreement as set out on page IV-9 of Appendix IV to this Composite
Document. Taking these adjustments into consideration, the pro
forma net asset value per AGP Share is calculated by the Offeror as
HK$4.21. Excluding the Offeror's approximately HK$601 million
adjustment referred to in (ii) above, the pro forma net asset value
per AGP Share is calculated as HK$4.88.
(2) In respect of the SEA Shares, (i) the unaudited net asset
value (attributable to SEA Shareholders) extracted from the
unaudited pro forma consolidated statement of financial position of
the SEA Remaining Group of HK$8,253 million (as set out on page V-5
of Appendix V to this Composite Document); (ii) plus the difference
between the fair value of the properties held by SEA and the AGP
Non-PRC Assets acquired from AGP as at 28 February 2017 and the
carrying value of the properties held by SEA as at 31 December
2016, equating to HK$2,854 million and relating to Crowne Plaza
Hong Kong Causeway Bay. The Offeror considers that no tax is
payable in respect of the properties of SEA if the properties were
sold on 28 February 2017 at their fair market value, and as such no
deferred tax liability has been included in the Offeror's
calculations. Taking these adjustments into consideration, the pro
forma net asset value per SEA Share is calculated as HK$16.37. SEA
declared the SEA Special Cash Dividend, which was paid to SEA
Shareholders on 21 June 2017 which would reduce the pro forma net
asset value per SEA Share to HK$13.37. For the avoidance of doubt,
when the Offeror determined the exchange ratio above, the SEA
Special Cash Dividend had not yet been declared by SEA, and
therefore was not included in the Offeror's calculations. Please
also refer to page 12 of this Composite Document for background
details of the relationship between the SEA Special Cash Dividend
and the Cash Portion of the Offer.
Under the Offer, an Independent AGP Shareholder who accepts the
Offer is entitled to receive the Cash Portion of the Offer of
HK$3.0 per Consideration Share he/she/it receives, and such amount
is equivalent to the SEA Special Cash Dividend.
APPIX II
LETTER FROM AGP BOARD
Save for the 886,347,812 AGP Shares in issue, as at the Latest
Practicable Date, AGP had no other outstanding securities, options,
warrants or derivatives which are convertible into or which confer
rights to require the issue of AGP Shares and AGP had no other
relevant securities (as defined in Note 4 to the Rule 22 of the
Takeovers Code).
As at the Latest Practicable Date, save for Mr. Lu Wing Chi, Mr.
Lambert Lu, Mr. Lam Sing Tai and his spouse, Mr. Lincoln Lu, Mr.
Walujo Santoso, Wally, Mr. Leung Hok Lim, Mr. Chung Pui Lam and Mr.
David Andrew Runciman (who have given irrevocable undertakings to
accept the Offer in respect of the AGP Shares directly or
indirectly held by them), the Offeror has not received any
indication or irrevocable commitment from any Independent AGP
Shareholder that he/she/it will accept or reject the Offer.
Sufficient financial resources
The Offer involves the securities exchange for Consideration
Shares and Cash Portion of the Offer. Ample Capital, the financial
adviser to the Offeror, is satisfied that there are sufficient
financial resources available to the Offeror to satisfy the
consideration in respect of the Cash Portion of the Offer which
would fall to be satisfied upon full acceptance of the Offer.
Irrevocable undertakings to accept the Offer
The Offeror has received irrevocable undertakings from the
following Independent AGP Shareholders to accept the Offer in
respect of all the AGP Shares they directly or indirectly hold:
Approximate Approximate
percentage percentage
Number of of the issued Number of of the issued
SEA Shares share capital AGP Shares share capital
Independent AGP Shareholder held of SEA held of AGP
(Note 1) (Note 2) (Note 3)
Mr. Lu Wing Chi 17,238,085 (Note 4) 2.53% 19,030,251 (Note 5)
2.15%
Mr. Lambert Lu 17,658,002 2.59% 22,390,346 2.53%
Mr. Lam Sing Tai and his spouse 3,227,478 0.47% 4,092,442
0.46%
Mr. Lincoln Lu 18,480,002 2.71% 23,432,642 2.64%
Mr. Walujo Santoso, Wally 1,200,000 0.18% 1,521,600 0.17%
Mr. Leung Hok Lim 1,856,928 0.27% 2,354,584 0.27%
Mr. Chung Pui Lam 656,928 0.10% 551,488 0.06%
Mr. David Andrew Runciman - - 520,000 0.06%
APPIX II
LETTER FROM AGP BOARD
Notes:
1. Mr. David Andrew Runciman, Mr. Lu Wing Chi, Mr. Lincoln Lu,
Mr. Lambert Lu and Mr. Lam Sing Tai are directors of AGP. Mr. Lu
Wing Chi, Mr. Lambert Lu, Mr. Lam Sing Tai, Mr. Lincoln Lu, Mr.
Leung Hok Lim, Mr. Chung Pui Lam and Mr. Walujo Santoso, Wally are
directors of SEA. NYH Limited is wholly owned by Mr. Lu Wing
Chi.
2. The total number of issued SEA Shares as at the Latest
Practicable Date was 681,666,726.
3. The total number of issued AGP Shares as at the Latest
Practicable Date was 886,347,812.
4. Among these SEA Shares, 13,107,285 were held by Mr. Lu Wing
Chi and 4,130,800 were held by NYH Limited.
5. Among these AGP Shares, 13,792,397 were held by Mr. Lu Wing
Chi and 5,237,854 were held by NYH Limited.
Pursuant to the irrevocable undertakings set out above, the
above Independent AGP Shareholders will accept the Offer in
accordance with the terms and conditions set out in this Composite
Document. The said irrevocable undertakings are not subject to any
other condition.
Effects of accepting the Offer
By accepting the Offer, the relevant Independent AGP
Shareholders will (i) sell their respective AGP Shares to the
Offeror free from all liens, charges, options, claims, equities,
adverse interests, third-party rights or encumbrances whatsoever
and together with all rights accruing or attaching thereto,
including (without limitation) the right to receive dividends and
distributions declared, made or paid, if any, on or after the
Closing Date, (ii) acquire Consideration Shares from the Offeror
free from all liens, charges, options, claims, equities, adverse
interests, third-party rights or encumbrances whatsoever and
together with all rights accruing or attaching thereto, including
(without limitation) the right to receive dividends and
distributions declared, made or paid, if any, on or after the
Closing Date, and (iii) be entitled to the Cash Portion of the
Offer, being an amount equivalent to the SEA Special Cash
Dividend.
Under the terms of the Offer, acceptance of the Offer is
irrevocable and once given cannot be withdrawn except in the
circumstances set out in the paragraphs headed "Announcement" and
"Right of withdrawal" (the latter of which relates to the
Cooling-off Period) in Appendix I of this Composite Document. If
the Offeror is unable to comply with any of the requirements of
making announcements relating to the Offer as described under the
paragraph headed "Announcement" in Appendix I to this Composite
Document, pursuant to Rule 19.2 of the Takeovers Code, the
Executive may require that the Independent AGP Shareholders
accepting the Offer be granted a right of withdrawal, on terms
acceptable to the Executive, until the requirements under Rule 19
of the Takeovers Code can be met.
The Offer is an unconditional voluntary securities exchange and
cash offer and is not subject to a prescribed level of valid
acceptance being received in respect of the Offer. For the
avoidance of doubt, AGP is not subject to the UK Takeovers
Code.
APPIX II
LETTER FROM AGP BOARD
Further details of the Offer including, among other things, the
terms and conditions of and the procedures for acceptance and
settlement for the Offer are set out in the "Letter From Ample
Capital" in this Composite Document, Appendix I to this Composite
Document and the accompanying Form of Acceptance.
The AGP Board notes that if the take up under the Offer is
significant, it may not improve AGP Shares in public hands
position, which may impact AGP's ability to remain admitted to
trading on AIM, in particular if the AGP Shares in public hands
following completion of the Offer was below 10%. The AGP Board
understands that as at the Latest Practicable Date, the Offeror had
no present intention to voluntarily seek to delist AGP from AIM
without making a separate offer.
INFORMATION ON AGP
AGP was incorporated in the BVI as a limited liability company
on 17 February 2004 and redomiciled to Bermuda on 5 December 2016.
Prior to the Distribution in Specie, AGP was a 97.17%-owned
subsidiary of SEA. AGP ceased to be a subsidiary of SEA immediately
after the Distribution in Specie (although SEA continues to hold
34,598 AGP Shares which were left undistributed due to fractional
entitlements of Qualifying SEA Shareholders).
AGP is an investment holding company. The AGP Group is
principally engaged in property development and investment in the
PRC.
The financial information of the AGP Group for the three years
ended 31 December 2014, 2015 and 2016 is set out in Appendix II to
this Composite Document. The unaudited pro forma financial
information of the AGP Group which illustrates the effect of Assets
Redistribution and the AGP Special Dividend Payment is set out in
Appendix IV to this Composite Document.
INFORMATION OF THE OFFEROR AND SEA
The Offeror was incorporated in Bermuda as an exempted company
with limited liability on 30 June 1989 and is an investment holding
company. As at the Latest Practicable Date, the Offeror is held as
to approximately 63.58% by JCS Limited, 30.00% by Mr. Lu Wing Chi,
3.21% by Mr. Lambert Lu and 3.21% by Mr. Lincoln Lu. JCS Limited is
in turn owned by Mr. Lu Wing Chi, Mr. Lambert Lu and Mr. Lincoln Lu
as to approximately 49.00%, 25.50% and 25.50%, respectively. Mr. Lu
Wing Chi, Mr. Lambert Lu and Mr. Lincoln Lu are directors of SEA,
AGP, JCS Limited and the Offeror.
SEA is an investment holding company incorporated in Bermuda on
25 April 1989 and is a company listed on the main board of the
Stock Exchange. As at the Latest Practicable Date, the Offeror (i)
is a controlling shareholder of SEA and holds 443,486,289 SEA
Shares, representing approximately 65.06% of the issued SEA Shares;
and (ii) is interested in 562,340,612 AGP Shares, representing
approximately 63.44% of the issued AGP Shares. After completion of
the Assets Redistribution and the Distribution in Specie, the
principal business activities of SEA and its subsidiaries are
investment holding, hotel operation, property and asset management
as well as property investment and development in Hong Kong,
Australia and the United Kingdom.
APPIX II
LETTER FROM AGP BOARD
COMPULSORY ACQUISITION
The Offeror does not have any intention to exercise any right
which may be available to them under the provisions of the laws of
Bermuda to compulsorily acquire any outstanding AGP Shares not
acquired pursuant to the Offer after the close of the Offer.
SHAREHOLDING STRUCTURE OF AGP
As at the Latest Practicable Date, AGP has 886,347,812 AGP
Shares in issue. There are no other classes of securities of the
AGP in issue other than the said AGP Shares, and there are no
outstanding options, derivatives, warrants or other securities in
issue convertible or exchangeable into the AGP Shares as at the
Latest Practicable Date.
Assuming that all the Independent AGP Shareholders accept the
Offer and that there is no change in the issued share capital of
AGP from the Latest Practicable Date up to the Closing Date, the
shareholding structure of AGP as at the Latest Practicable Date and
immediately after completion of the Offer would be as follows:
Immediately after
completion of the Offer
assuming all Independent AGP
As at the Latest Practicable Date Shareholders accepted the Offer
Approximate Approximate
percentage percentage
of the issued of the issued
Number of share capital Number of share capital
AGP Shares of AGP AGP Shares of AGP
(Note 1) (Note 2) (Note 2)
Offeror 562,340,612 63.44% 886,313,214 99.996%
Mr. Lu Wing Chi 13,792,397 1.56% - -
NYH Limited (Note 3) 5,237,854 0.59% - -
Mr. Lambert Lu 22,390,346 2.53% - -
Mr. Lam Sing Tai and his spouse 4,092,442 0.46% - -
Mr. Lincoln Lu 23,432,642 2.64% - -
SEA (Note 4) 34,598 0.004% 34,598 0.004%
SEA Shareholders who
acquired AGP Shares
pursuant to the Distribution
in Specie (other than
the Offeror, Mr. Lu Wing Chi,
Mr. Lambert Lu,
Mr. Lam Sing Tai and
his spouse, Mr. Lincoln Lu
and NYH Limited) 229,957,966 25.946% - -
Other AGP Shareholders
(Note 5) 25,068,955 2.83% - -
----------- ------- ----------- -------
Total 886,347,812 100.00% 886,347,812 100.00%
=========== ======= =========== =======
APPIX II
LETTER FROM AGP BOARD
Notes:
1. The above shareholdings were based on the register of members
of AGP as at the Latest Practicable Date.
2. The total number of issued AGP Shares as at the Latest
Practicable Date was 886,347,812.
3. Given that the Distribution in Specie was made on the basis
of 1,268 AGP Shares for every 1,000 SEA Shares held by the
Qualifying SEA Shareholders, if any calculation of a Qualifying SEA
Shareholder's entitlement to AGP Shares would result in a fraction
of an AGP Share, such entitlement will be rounded down to the
nearest whole number of AGP Shares. As at the Latest Practicable
Date, there were 34,598 AGP Shares left undistributed due to
fractional entitlements of the Qualifying SEA Shareholders.
Fractional entitlements to AGP Shares and any AGP Shares left
undistributed under the Distribution in Specie will be sold in the
market as soon as practicable after completion of the Offer and the
net proceeds of such sale will be retained for the benefit of SEA.
These AGP Shares are currently held by SEA's wholly-owned
subsidiary.
4. NYH Limited is a limited liability company wholly-owned by
Mr. Lu Wing Chi, the executive director of both SEA and AGP.
5. As at the Latest Practicable Date, the total number of AGP
Shares held by the AGP New Zealand Shareholders was 4,869,554. The
AGP New Zealand Shareholders may choose to accept or reject the
Alternative Arrangement under which the NZ Alternative Arrangement
Offeror will dispose of the SEA Shares in the open market and
deliver the proceeds to the AGP New Zealand Shareholders who accept
the Alternative Arrangement as consideration for the purchase of
their AGP Shares.
SHAREHOLDING STRUCTURE OF THE OFFEROR
As at the Latest Practicable Date, the Offeror is held as to
approximately 63.58% by JCS Limited, 30.00% by Mr. Lu Wing Chi,
3.21% by Mr. Lambert Lu and 3.21% by Mr. Lincoln Lu. JCS Limited is
in turn owned by Mr. Lu Wing Chi, Mr. Lambert Lu and Mr. Lincoln
Lu, each a director of SEA and AGP, as to approximately 49.00%,
25.50% and 25.50%, respectively. Mr. Lu Wing Chi, Mr. Lambert Lu
and Mr. Lincoln Lu are also directors of JCS Limited and the
Offeror.
INTENTION OF THE OFFEROR IN RELATION TO THE AGP GROUP
In order to ensure that the strategic leaderships of AGP and SEA
are segregated, AGP and SEA are now led by different persons
following completion of the Assets Redistribution. In
particular:
-- AGP's chief executive officer is Mr. Lincoln Lu;
-- SEA's chief executive is Mr. Lambert Lu; and
-- With effect from 15 May 2017, Mr. Lincoln Lu has relinquished
his executive role in SEA and Mr. Lambert Lu has relinquished his
executive role in AGP.
APPIX II
LETTER FROM AGP BOARD
Save as disclosed above, as at the Latest Practicable Date, the
Offeror has no intention to change the composition of the AGP
Board, and the Offeror has not proposed or nominated any new
director to the AGP Board. Further announcement(s) will be made
upon any changes to the composition of the AGP Board if and when
necessary.
Following completion of the Restructuring, the AGP Group focuses
on the business in the PRC, while the SEA Group continues to focus
on the non-PRC business. It should be noted however that, while it
is the AGP Board's current intention to focus on operations in the
PRC, and its property assets following the Restructuring are
located solely in the PRC, the AGP Board does not believe that AGP
should be restricted in its sphere of activities. Hence, the AGP
Board has not committed to limit its sphere of activities solely to
the PRC or to property related development and investments. The
strategy of AGP will be determined by the AGP Board itself taking
into consideration market opportunities, AGP's financial resources
and its core competencies. As at the Latest Practicable Date, the
Offeror (i) had no definitive plans in relation to the business of
the AGP Group other than continuing its existing principal
businesses, (ii) had no plan to terminate the employment of the
employees or to redeploy assets of the AGP Group other than those
in its ordinary and usual course of business, and had no present
intention to voluntarily seek to delist AGP from AIM without making
a separate offer. The AGP Board is of the view that the Offeror's
future plan in respect of the AGP Group is in the best interests of
AGP and the AGP Shareholders as a whole.
AGP IBC AND INDEPENT FINANCIAL ADVISER
Rule 2.8 of the Takeovers Code requires that the AGP IBC should
comprise all the non-executive directors who have no direct or
indirect interest in the Offer other than as an AGP Shareholder. An
independent board committee comprising a non-executive director
(being Mr. Lam Sing Tai) and all independent non-executive
directors of AGP (being Mr. Richard Ă–ther Prickett and Mr. John
David Orchard Fulton) has been formed to make a recommendation to
the Independent AGP Shareholders in respect of the Offer. Mr.
Lambert Lu, a non-executive director of AGP, was excluded from the
AGP IBC to avoid any conflict of interest in advising the AGP IBC
on the terms of the Offer as he is a concert party of the Offeror
and the chief executive of SEA.
Veda Capital Limited has been appointed with the approval of the
AGP IBC as the Independent Financial Adviser to advise the AGP IBC
in respect of the Offer and, in particular, as to whether the Offer
is, or is not, fair and reasonable and as to acceptance.
RECOMMATION
Your attention is drawn to (i) the letter from the AGP IBC on
pages 45 to 47 of this Composite Document, which sets out the
recommendations to the Independent AGP Shareholders in respect of
the Offer; and (ii) the letter from the Independent Financial
Adviser on pages 48 to 83 of this Composite Document, which sets
out its recommendation and advice to the AGP IBC as to the fairness
and reasonableness of the Offer and as to acceptance of the Offer,
and the principal factors and reasons it has considered before
arriving at its recommendation and advice.
APPIX II
LETTER FROM AGP BOARD
ADDITIONAL INFORMATION
Your attention is also drawn to the section headed "Expected
timetable" on page 1 of this Composite Document, the accompanying
Form of Acceptance, Appendix I to this Composite Document with
respect to the procedures for acceptance and settlement, the
acceptance period and the share transfer arrangement during and
after the close of the Offer, and the additional information set
out in the appendices which form part of this Composite
Document.
Yours faithfully,
For and on behalf of the Board of
Asian Growth Properties Limited
Lincoln Lu
Chief Executive Officer and Executive Director
APPIX III
LETTER FROM THE AGP IBC
The following is extracted from the section headed "Letter from
the AGP IBC" of the Composite Document:
ASIAN GROWTH PROPERTIES LIMITED
(Registered in Bermuda with limited liability)
(Stock Code: AGP)
AGP Directors: Registered office:
Richard Ă–ther Prickett (Non-executive Chairman Clarendon House
and Independent Non-executive Director) 2 Church Street
Lincoln Lu (Chief Executive Officer and Hamilton HM 11
Executive Director) Bermuda
Lu Wing Chi (Executive Director)
David Andrew Runciman (Executive Director) Principal place of business:
Lam Sing Tai (Non-executive Director) Suites 2506-10, 25th Floor
Lambert Lu (Non-executive Director) Everbright Centre
John David Orchard Fulton 108 Gloucester Road
(Independent Non-executive Director) Wanchai, Hong Kong
28 July 2017
To the Independent AGP Shareholders,
Dear Sir or Madam,
UNCONDITIONAL VOLUNTARY OFFER
FOR ALL THE ISSUED SHARES IN ASIAN GROWTH PROPERTIES LIMITED
(OTHER THAN THOSE ALREADY OWNED
BY NAN LUEN INTERNATIONAL LIMITED
AND S E A HOLDINGS LIMITED)
BY AMPLE CAPITAL LIMITED
ON BEHALF OF NAN LUEN INTERNATIONAL LIMITED
We refer to the Composite Document dated 28 July 2017 jointly
issued by the Offeror and AGP, of which this letter forms part.
Unless specified otherwise, capitalised terms used herein shall
have the same meanings as those defined in the Composite
Document.
We have been appointed as the members of the AGP IBC to advise
the Independent AGP Shareholders as to whether, in our opinion, the
terms of the Offer are fair and reasonable so far as the
Independent AGP Shareholders are concerned and to make a
recommendation as to acceptance of the Offer.
APPIX III
LETTER FROM THE AGP IBC
Veda Capital Limited has been appointed as the Independent
Financial Adviser to advise us in this regard, and details of their
advice and the principal factors being taken into consideration in
arriving at their recommendation are set out in its letter set out
in the section headed "Letter from the Independent Financial
Adviser" in the Composite Document.
We wish to draw your attention to the letter from Ample Capital
(financial adviser to the Offeror), the letter from the AGP Board
and the letter from the Independent Financial Adviser to the AGP
IBC as well as the additional information set out in the appendices
to the Composite Document.
RECOMMATION
Having considered the terms of the Offer, taking into account
the information contained in the Composite Document and the advice
from the Independent Financial Adviser, in particular the factors,
reasons and recommendations as set out in its letter in the
Composite Document, we are of the opinion that the terms of the
Offer are fair and reasonable so far as the Independent AGP
Shareholders are concerned.
As to acceptance of the Offer, we have considered the
information mentioned above as well as the following factors.
While the Offer is open to all Independent AGP Shareholders, we
note that the purpose of the Offer was to allow SEA Shareholders
who received AGP Shares pursuant to the Distribution in Specie, but
do not wish to hold AGP Shares, an option to exchange their AGP
Shares for SEA Shares (apart from retaining their AGP Shares or
selling those AGP Shares either on-market or off-market).
We also note that, although AGP's investment focus is
unrestricted, following completion of the Assets Redistribution and
the AGP Special Dividend Payment, AGP's near term strategy is to
focus on property developments and investments in the PRC. On the
other hand, SEA has no investment in the PRC following the Assets
Redistribution and the Distribution in Specie and has not currently
expressly indicated any intention to make material investments in
PRC assets. Following the Assets Redistribution and the
Distribution in Specie, SEA's property assets are located in Hong
Kong, the United Kingdom and Australia. Accordingly, we believe
Independent AGP Shareholders' decision whether to exchange their
AGP Shares for SEA Shares should be guided by whether or not they
wish to retain an investment in a company that is principally
engaged in property development and investment in the PRC.
Therefore, as to acceptance of the Offer, we recommend that:
(a) Independent AGP Shareholders who wish to retain an
investment in a company that is principally engaged in property
development and investment in the PRC should not accept the Offer;
or
(b) Independent AGP Shareholders who do not wish to retain an
investment in a company that is principally engaged in property
development and investment in the PRC should exchange their AGP
Shares for SEA Shares by accepting the Offer.
APPIX III
LETTER FROM THE AGP IBC
Notwithstanding our recommendation, Independent AGP Shareholders
are strongly advised that the decision whether to exchange their
AGP Shares for SEA Shares is subject to each Independent AGP
Shareholder's individual circumstances and investment objectives
and they should consider carefully the terms of the Offer. If in
doubt, Independent AGP Shareholders should consult their own
professional advisers for professional advice. Furthermore,
Independent AGP Shareholders who wish to accept the Offer are
recommended to read carefully the procedures for accepting the
Offer as detailed in this Composite Document.
The Independent AGP Shareholders are reminded that their
decision to participate in the Offer or to hold their investment in
AGP Shares depends on their own individual circumstances and
investment objectives. In any event, Independent AGP Shareholders
should note that there is no certainty that the current trading
volumes and/or current trading price levels of either the AGP
Shares or SEA Shares will be sustainable during or after the Offer
Period, and also that the information set out in this Composite
Document is not an indicator of the future performance of either
the AGP Shares or SEA Shares.
Any Independent AGP Shareholder who may require advice in
relation to any aspect of the Composite Document, or as to the
action to be taken, is recommended to consult a licensed securities
dealer, bank manager, solicitor, professional accountant, tax
adviser or other professional adviser before making the decision
whether or not to accept the Offer.
Yours faithfully,
AGP IBC
Richard Ă–ther Prickett John David Orchard Fulton Lam Sing Tai
Non-executive Chairman Independent Non-executive Director
and Independent Non-executive Director
Non-executive Director
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
The following is extracted from the section headed "Letter from
the Independent Financial Adviser" of the Composite Document:
The following is the full text of a letter of advice from
Independent Financial Adviser to the AGP IBC in relation to the
Offer, which has been prepared for the purpose of inclusion in this
Composite Document.
Veda Capital Limited
Room 1106, 11/F
Wing On Centre
111 Connaught Road Central
Hong Kong
28 July 2017
To the AGP IBC
Dear Sir/Madam,
UNCONDITIONAL VOLUNTARY OFFER
FOR ALL THE ISSUED SHARES IN
ASIAN GROWTH PROPERTIES LIMITED
(OTHER THAN THOSE ALREADY OWNED BY
NAN LUEN INTERNATIONAL LIMITED AND S E A HOLDINGS LIMITED)
IN EXCHANGE FOR SHARES IN S E A HOLDINGS LIMITED BY
AMPLE CAPITAL LIMITED
ON BEHALF OF NAN LUEN INTERNATIONAL LIMITED
INTRODUCTION
We refer to our appointment to advise the AGP IBC in connection
with the Offer. Details of the Offer are contained in this
Composite Document of which this letter forms part. Capitalised
terms used in this letter shall have the same meanings as those
defined in this Composite Document unless the context otherwise
requires.
According to the Joint Announcement and AGP's announcement dated
15 May 2017, pursuant to the Distribution in Specie, AGP Shares
held by SEA have been distributed to the SEA Shareholders
(including the Offeror) by way of a special dividend in specie.
Following completion of the sale of AGP Non-PRC Assets to SEA under
the SP Agreement, the AGP Group continues to hold the AGP PRC
Assets.
In view of the fact that the AGP Shares are admitted to trading
on AIM, and recognising that some SEA Shareholders who received AGP
Shares pursuant to the Distribution in Specie may not wish to hold
AGP Shares (given that they may not wish to hold/trade shares
admitted to trading on AIM), the Offeror, as a means to provide
Independent AGP Shareholders (both existing and arising as a result
of the Distribution in Specie) with a potential liquidity option
for the AGP Shares (apart from selling those AGP Shares either
on-market or off-market), has made an unconditional voluntary share
exchange offer and cash offer to Independent AGP Shareholders to
exchange their AGP Shares for SEA Shares held by the Offeror and
also receive cash.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Under the original timetable in the Joint Announcement, the
original closing date of the share exchange offer was expected to
be 26 May 2017, and the payment date of the SEA Special Cash
Dividend was 21 June 2017. Based on those dates, as the Independent
AGP Shareholders who accepting the share exchange offer would have
acquired the Consideration Shares from the Offeror together with
all rights accruing or attaching thereto (including the SEA Special
Cash Dividend), they would have been paid such dividend on 21 June
2017. As disclosed in the joint announcements of the Offeror and
AGP dated 5 May 2017, 17 May 2017, 5 June 2017, 16 June and 7 July
2017, additional time was needed to finalise this Composite
Document; meanwhile the SEA Special Cash Dividend was already paid
out on 21 June 2017, in accordance with the timetable disclosed in
the joint announcement of the Offeror and SEA dated 18 April 2017.
To enable accepting Independent AGP Shareholders to retain the same
entitlements as under the original proposed timetable, the Offeror
revised the terms of the Offer to include the Cash Portion of the
Offer, which is an amount equivalent to the SEA Special Cash
Dividend.
On 4 May 2017, the resolution in respect of, among other things,
the Distribution in Specie was approved at the special meeting of
SEA. On 15 May 2017, the completion of the Distribution in Specie
took place. As a result of the Distribution in Specie, AGP ceased
to be a subsidiary of SEA.
As at the Latest Practicable Date, the Assets Redistribution,
the AGP Special Dividend Payment and the payment of the SEA Special
Cash Dividend have completed.
Rule 2.8 of the Takeovers Code requires that the AGP IBC should
comprise all the non-executive directors who have no direct or
indirect interest in the Offer other than as an AGP Shareholder.
Accordingly, the AGP IBC, comprising the non-executive director
(being Mr. Lam Sing Tai) and all the independent non-executive
directors of AGP (being Mr. Richard Ă–ther Prickett and Mr. John
David Orchard Futon), has been formed to advise the Independent AGP
Shareholders in relation to the Offer. Mr. Lambert Lu, a
non-executive director of AGP, was excluded from the AGP IBC to
avoid any conflict of interest in advising the AGP IBC on the terms
of the Offer as he is a member of the concert party of the Offeror
and the chief executive of SEA.
We, Veda Capital Limited, have been appointed by AGP IBC as the
independent financial adviser to advise the AGP IBC in respect of
the Offer. Our appointment has been approved by the AGP IBC. Our
role as the independent financial adviser is to give our
recommendation to the AGP IBC as to whether the terms of the Offer
are fair and reasonable so far as the Independent AGP Shareholders
are concerned.
We are not associated or connected with AGP, SEA, the Offeror,
their respective substantial shareholders or any party acting, or
presumed to be acting, in concert with any of them and,
accordingly, are considered eligible to give independent advice on
the Offer. Apart from normal professional fees payable to us in
connection with this appointment, no other arrangement exists
whereby we will receive any fees or benefits from AGP, SEA, the
Offeror, their respective substantial shareholders or any party
acting, or presumed to be acting, in concert with any of them.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
BASIS OF OUR ADVICE
In formulating our opinion to the AGP IBC, we have relied on the
statements, information, opinions and representations contained or
referred to in this Composite Document and the representations made
to us by the AGP Directors and the management of AGP. We have
assumed that all statements, information and representations
provided by the AGP Directors and the management of AGP, for which
they are solely responsible, are true and accurate at the time when
they were provided and continue to be so as at the Latest
Practicable Date. We have also assumed that all statements of
belief, opinion, expectation and intention made by the AGP
Directors in this Composite Document were reasonably made after due
enquiry and careful consideration. We have no reason to suspect
that any material facts or information have been withheld or to
doubt the truth, accuracy and completeness of the information and
facts contained in this Composite Document, or the reasonableness
of the opinions expressed by AGP, its advisers, the AGP Directors
and/or the management of AGP, which have been provided to us.
We consider that we have been provided with sufficient
information to reach an informed view and to provide a reasonable
basis for our opinion. We have not, however, carried out any
independent verification of the information provided, nor have we
conducted any independent investigation into the business and
affairs of the AGP Group and the SEA Group other than for the
purpose of preparation of this letter. We have also assumed that
all representations contained or referred to in this Composite
Document are true as at the Latest Practicable Date, and that the
Independent AGP Shareholders will be notified of any material
changes to such representations as soon as reasonably practicable
in accordance with Rule 9.1 of the Takeovers Code.
We have not considered the tax consequences on the Independent
AGP Shareholders in respect of their acceptance or non-acceptance
of the Offer since they vary depending on respective individual
circumstances. The Independent AGP Shareholders who are overseas
(i.e. the place outside Hong Kong) residents or subject to overseas
(i.e. the place outside Hong Kong) taxes or Hong Kong taxation on
securities dealings should consider their own tax positions and, if
in any doubt, should consult their own professional advisers. In
addition, tax laws and its treatment and interpretation may be
subject to change.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
PRINCIPAL FACTORS AND REASONS CONSIDERED
In arriving at our opinion and recommendation to the AGP IBC in
relation to the Offer, we have considered the principal factors and
reasons as set out below:
1. Background information of AGP Group
(a) Principal Business
AGP is an investment holding company incorporated in the BVI
with limited liability on 17 February 2004 and redomiciled to
Bermuda on 5 December 2016. Prior to the Distribution in Specie,
AGP was a 97.17%-owned subsidiary of SEA. AGP ceased to be a
subsidiary of SEA immediately after the Distribution in Specie
(although SEA continues to hold 34,598 AGP Shares which were left
undistributed due to fractional entitlements of Qualifying SEA
Shareholders).
After completion of the Assets Redistribution and the
Distribution in Specie, the AGP Group is principally engaged in
property development and investment in the PRC.
Reference is also made to AGP's shareholder circular dated 31
March 2017 (the "AGP Circular"), AGP will enter into a new cost
sharing agreement with SEA and it is AGP's intention that it will
enter into a lease agreement directly with the third party landlord
for its own office premise upon completion of the
Restructuring.
(b) Historical financial information
(i) For the year ended 31 December 2016
Set out below are the financial information extracted from the
consolidated financial information of the AGP Group, and the
unaudited pro forma information (the "Unaudited AGP Pro Forma
Financial Information") of the AGP Group upon completion of the
Assets Redistribution and the AGP Special Dividend Payment (the
"AGP Remaining Group") for the year ended 31 December 2016 as set
out in Appendix II and IV to this Composite Document
respectively.
For the year ended
31 December 2016
AGP
AGP Group Remaining Group
(audited) (unaudited)
HK$ million HK$ million
Revenue 539.64 131.65
Profit before taxation 220.94 2,199.81
Profit after taxation 300.97 2,291.88
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
As at 31 December 2016
AGP
AGP Group Remaining Group
(audited) (unaudited)
HK$ million HK$ million
Current assets 10,939.12 4,692.49
Current liabilities 1,717.74 220.43
Net assets 12,709.27 6,173.88
In accordance with (i) the financial information of the AGP
Group contained in Appendix II to this Composite Document and (ii)
the annual report of the AGP Group for the year ended 31 December
2016, the AGP Group recorded turnover of approximately HK$539.64
million for the year ended 31 December 2016 which included the
impact of the disposal of certain assets including Chengdu Nova
City, Kaifeng Nova City, Huangshan development assets, and Dah Sing
Financial Centre in the year 2016, representing a decrease of
approximately 24.61% as compared to approximately HK$715.77 million
for the corresponding period in 2015. The revenue was attributable
to the recognition of rental income from investment properties,
hotel operation, financial investment and sales of properties. The
profit attributable to the AGP Shareholders for the year ended 31
December 2016 decreased approximately 77.31% to approximately
HK$300.97 million mainly due to the fair value changes on the
investment properties from a gain of approximately HK$949.11
million for the year ended 31 December 2015 compared to the loss of
approximately HK$100.67 million for the year ended 31 December
2016.
As at 31 December 2016, the AGP Group's equity attributable to
the AGP Shareholders amounted to HK$12,789.51 million (2015:
HK$14,218.76 million). The net asset value per AGP Share as at 31
December 2016 was HK$14.34.
As shown in the table above, (i) the revenue of AGP Group for
the year ended 31 December 2016 was approximately HK$539.64 million
while the unaudited pro forma revenue of the AGP Remaining Group
would be approximately HK$131.65 million upon completion of the
Restructuring; (ii) the AGP Group recorded a net profit of
approximately HK$300.97 million for the year ended 31 December
2016, and the AGP Remaining Group would record a net profit of
approximately HK$2,291.88 million upon completion of the
Restructuring which was mainly due to the effect of one-off gain on
disposal of the AGP Non-PRC Assets of approximately HK$2,580.31
million, however, if the effect of one-off gain on disposal of the
AGP Non-PRC Assets was excluded, the AGP Remaining Group would
record a net loss of approximately HK$288.43 million upon
completion of the Restructuring; and (iii) the net asset value of
AGP Group amounted to approximately HK$12,709.27 million as at 31
December 2016 while the unaudited pro forma net asset value of the
AGP Remaining Group would be approximately HK$6,173.88 million upon
completion of the Restructuring taking into account of completion
of the AGP Special Dividend Payment and the Assets Redistribution
but excluding the HK$2.25 dividend declared by AGP on 17 March
2017.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
For avoidance of doubt, these figures do not take into account
the HK$2.25 dividend per AGP Share announced on 17 March 2017.
(ii) For the year ended 31 December 2015
As set out in the annual report of AGP for the year ended 31
December 2015 ("AGP AR 2015"), the turnover for the year ended 31
December 2015 amounted to approximately HK$715.77 million,
representing an increase of approximately 10.34% from that for the
year ended 31 December 2014 of approximately HK$648.69 million. As
stated in the AGP AR 2015, the turnover was principally
attributable to the recognition of rental income from investment
properties, revenue from hotel operation and the sales of
residential units in Kaifeng Nova City.
AGP recorded a profit attributable to the AGP Shareholders for
the year ended 31 December 2015 amounted to approximately
HK$1,336.73 million, representing an increase of approximately
90.01% from that for the year ended 31 December 2014 of
approximately HK$703.10 million. As stated in the AGP AR 2015, the
reported profit included a revaluation surplus on investment
properties net of deferred taxation of approximately HK$980.80
million compared to approximately HK$600.30 million for the year
ended 31 December 2014. By excluding the net effect of such
surplus, the AGP Group's net profit attributable to the AGP
Shareholders was HK$355.90 million as compared to that of
approximately HK$102.80 million for the year ended 31 December
2014.
As at 31 December 2015, the AGP Group's equity attributable to
the AGP Shareholders amounted to HK$14,218.80 million (2014:
HK$13,148.10 million). The net asset value per AGP Share
attributable to the AGP Shareholders as at
31 December 2015 was approximately HK$16.
2. Background information of SEA Group
(a) Principal Business
SEA is an investment holding company incorporated in Bermuda on
25 April 1989 and is a company listed on the main board of the
Stock Exchange. As at the Latest Practicable Date, the Offeror (i)
is a controlling shareholder of SEA and holds 443,486,289 SEA
Shares, representing approximately 65.06% of the issued SEA Shares;
and (ii) is interested in 562,340,612 AGP Shares, representing
approximately 63.44% of the issued AGP Shares. After completion of
the Assets Redistribution and Distribution in Specie, The principal
business activities of SEA and its subsidiaries are investment
holding, hotel operation, property and asset management as well as
property investment and development in Hong Kong, Australia and the
United Kingdom.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
(b) Historical financial information
(i) For the year ended 31 December 2016
Set out below are the financial information extracted from the
consolidated financial information of the SEA Group and the
unaudited pro forma information (the "Unaudited SEA Pro Forma
Financial Information") of the SEA Group upon completion of the AGP
Special Dividend Payment and the Distribution in Specie (the "SEA
Remaining Group") for the year ended 31 December 2016, as set out
in Appendix III and Appendix V to this Composite Document
respectively. For the avoidance of doubt, the financial information
of SEA Group includes the consolidation of AGP as a subsidiary of
SEA Group.
For the year ended
31 December 2016
SEA
SEA Group Remaining Group
(audited) (unaudited)
HK$ million HK$ million
Revenue 565.98 434.33
Profit before taxation 496.58 846.43
Profit after taxation 571.92 829.70
As at 31 December 2016
SEA
SEA Group Remaining Group
(audited) (unaudited)
HK$ million HK$ million
Current assets 11,469.11 8,742.40
Current liabilities 2,471.95 2,251.52
Net assets 12,332.70 8,256.83
As set out in the annual report of SEA for the year ended 31
December 2016 (the "SEA AR 2016"), the turnover of the SEA Group
for the year ended 31 December 2016 was approximately HK$565.98
million, representing a decrease of approximately of 22.75% as
compared to HK$732.70 million for the corresponding period in 2015.
The turnover was principally generated from the recognition of
rental income from the investment properties (approximately
HK$261.84 million), hotel operation (approximately HK$228.91
million), the sales of residential units in Kaifeng Nova City
(approximately HK$900.0 million) and income from financial
investments (approximately HK$65.95 million).
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
The profit attributable to the SEA Shareholders for the year
ended 31 December 2016 decreased from HK$1,435.93 million to
HK$684.29 million mainly due to the fair value changes on the
investment properties from the gain of approximately HK$953.08
million for the year ended 31 December 2015 to the loss of
approximately HK$104.63 million for the year ended 31 December
2016. The 2016 reported profit attributable to SEA Shareholders
included a revaluation deficit on investment properties net of
deferred taxation of approximately HK$80.10 million (2015:
revaluation surplus HK$984.20 million). By excluding the effect of
the revaluation deficit, the SEA Group's net profit attributable to
the SEA Shareholders was HK$762.30 million (2015: HK$479.50
million).
As at 31 December 2016, the SEA Group's equity attributable to
the SEA Shareholders amounted to approximately HK$12,051 million
(2015: HK$13,074.40 million). The net asset value per SEA Share
attributable to the SEA Shareholders as at 31 December 2016 was
HK$17.81 as compared with HK$19.29 as at 31 December 2015.
As shown in the table above, (i) the revenue of SEA Group for
the year ended 31 December 2016 was approximately HK$565.98 million
while the unaudited pro forma revenue for the year ended 31
December 2016 of the SEA Remaining Group was approximately
HK$434.33 million; (ii) the net profit of SEA Group for the year
ended 31 December 2016 was approximately HK$571.92 million while
the unaudited pro forma net profit of the SEA Remaining Group would
be approximately HK$829.70 million; and (iii) the net asset value
of SEA Group as at 31 December 2016 was approximately HK$12,332.70
million while the unaudited pro forma net asset value of the SEA
Remaining Group was approximately HK$8,256.83 million upon
completion of the Restructuring.
For the avoidance of doubt, these figures do not include the
impact of HK$2.25 dividend declared by AGP on 17 March 2017 nor the
final dividend of HK6 cents declared by SEA on 27 March 2017 nor
the SEA Special Cash Dividend.
(ii) For the year ended 31 December 2015
As set out in the annual report of SEA for the year ended 31
December 2015 (the "SEA AR 2015"), the turnover of the SEA Group
for the year ended 31 December 2015 was HK$732.70 million,
representing 9.60% increase as compared to that of HK$668.52
million for the year ended 31 December 2014. The turnover was
principally attributable to the recognition of rental income from
investment properties, revenue from hotel operation and the sales
of residential units in Kaifeng Nova City.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
The profit attributable to the SEA Shareholders for the year
ended 31 December 2015 amounted to approximately HK$1,435.93
million, representing an increase of approximately 1.10 times of
approximately HK$684.46 million for the year ended 31 December
2014. The reported profit attributable to the SEA Shareholders
included a revaluation surplus on investment properties net of
deferred taxation of approximately HK$984.20 million (2014:
approximately HK$598.70 million). By excluding the effect of such
surplus, the SEA Group's net profit attributable to the SEA
Shareholders increased approximately 3.67 times to approximately
HK$479.50 million as compared to that of approximately HK$102.7
million for the year ended 31 December 2014.
As at 31 December 2015, the SEA Group's equity attributable to
the SEA Shareholders amounted to approximately HK$13,074.40 million
(2014: approximately HK$12,197.05 million). The net asset value per
SEA Share attributable to the SEA Shareholders as at 31 December
2015 was HK$19.29 as compared with HK$17.69 as at 31 December
2014.
3. Reasons for the Offer and intention of the Offeror in relation to the AGP Group
(A) Reasons for the Offer
Pursuant to completion of the Distribution in Specie, AGP Shares
held by SEA have been distributed to the SEA Shareholders by way of
the Distribution in Specie. In view of the fact that the AGP Shares
are admitted to trading on AIM, and recognising that the some SEA
Shareholders who receive AGP Shares pursuant to the Distribution in
Specie may not wish to hold the AGP Shares (given that they may not
wish to hold/trade shares admitted to trading on AIM), the Offeror
as a means to provide Independent AGP Shareholders (both existing
and arising as a result of the Distribution in Specie) with a
potential liquidity option for the AGP Shares (apart from selling
those AGP Shares either on-market or off-market) has made a
voluntary Offer to the Independent AGP Shareholders to exchange
their AGP Shares for the SEA Shares held by the Offeror.
As noted from the section headed "Intention of the Offeror in
relation to the AGP Group" set out in the "Letter from the AGP
Board", following completion of the Restructuring, the AGP Group
will focus on the business in the PRC, and will continue to own two
investment properties that are located in Guangzhou and two
investment properties that are located in Chengdu, detailed
information of which has been set out in the Appendix II to the
Circular. Meanwhile the SEA Group will continue to focus on the
non-PRC business, which consists of an office in the United
Kingdom, a resort hotel in Australia and a hotel in Hong Kong.
Reference is made to the AGP Circular, the AGP Board believes
that the Restructuring would provide an opportunity to AGP to focus
on the business in the PRC upon completion of the Restructuring and
the PRC strategy to be in the best interests of AGP and AGP
Shareholders. For more information in relation to the view of the
AGP Board on the future business strategy of AGP, please refer to
the AGP Circular.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
It should also be noted that, although it is the AGP Board's
current intention to focus on operations in the PRC, and its
property assets following the Restructuring are located solely in
Chengdu and Guangzhou in the PRC, the AGP Board does not believe
that AGP should be restricted in its sphere of activities. Hence,
the AGP Board has not committed to limit its sphere of activities
solely to the PRC or to property related development and
investments. The strategy of AGP will be determined by the AGP
Board itself taking into consideration market opportunities, AGP's
financial resources and its core competencies. As at the Latest
Practicable Date, the Offeror (i) had no definitive plans in
relation to the business of the AGP Group other than continuing its
existing principal businesses; and (ii) had no plan to terminate
the employment of the employees or to redeploy assets of the AGP
Group other than those in its ordinary and usual course of
business, and had no present intention to voluntarily seek to
delist AGP from AIM without making a separate offer.
As mentioned in the above section, after completion of the
Assets Redistribution and the Distribution in Specie, the AGP Group
is principally engaged in property development and investment in
the PRC. Regarding the business prospect of the AGP Group, we have
conducted the following research:
(i) China macroeconomic condition
As noted from a research report, namely "China's Economic and
Financial Outlook" issued by the Bank of China on 31 March 2017,
the Chinese economy showed apparently more positive factors, and
the expected economic growth rate may stand at around 7% in the
first quarter of 2017, which is increased 0.3 percentage points as
compared with the same period of the previous year. It was expected
that the unstable and uncertain factors that influenced the
external environment will still abound in the second quarter of
2017.
According to the International Monetary Fund ("IMF"), the
expected gross domestic product ("GDP") growth of the PRC in 2017
and 2018 are forecasted as 6.7% and 6.4% respectively while the GDP
growth in 2016 and 2015 was 6.7% and 6.9% respectively. These show
a decreasing trend of the GDP growth rate in the PRC.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
In addition, according to a research report, which is named as
"China Economic Quarterly Q1 2017", published in May 2017 by PwC,
the PRC maintained its expansionary monetary policy in the first
quarter of 2017. The report stated that "while the RMB still faces
pressure to depreciate against the US dollar in 2017, the
expectation has become much weaker after US President Donald Trump
indicated in April that a strong dollar was not in the interest of
the US economy and the US government would not encourage further
appreciation of the dollar. As a result, this cycle of US dollar
exchange rate hikes could end soon. Therefore, for the rest of
2017, it is likely the exchange rate between the RMB and US dollar
may switch from nearly one-way depreciation to bilateral
fluctuations".
Although there may not be a significant depreciation of RMB
against US dollar during 2017 according to the above research
report, we believe that the RMB exchange rate is likely to continue
to face pressure due to the expansionary monetary policy of the PRC
government.
(ii) Rental environment in Guangzhou and Chengdu
The AGP PRC Assets comprise of both long term leases and short
term leases and are located in Guangzhou and Chengdu in the PRC, of
which detailed information has been included in the Circular
including the lease terms for each property. We have accordingly
conducted certain research on the overview of the office market in
Guangzhou and Chengdu.
a) Guangzhou
According to a research report on the office market in
Guangzhou, namely "Vacancy up, rent down", issued in February 2017
by Colliers International Group Inc. ("Colliers"), which is a
global commercial real estate services organisation providing a
range of services to commercial real estate users, owners,
investors and developers worldwide, we noted that the demand in
Guangzhou's office property market softened in the fourth quarter
in 2016, with net absorption, which is the change in occupied space
during a period, down by 24% quarter on quarter. The average
vacancy rate of the Guangzhou office property market grew by 0.5
percentage points quarter on quarter to 16.3%. Furthermore, as
stated in this research report, there will be an additional 951,000
sq.m. of office property scheduled in the Guangzhou office market
in the following three years from 2018 to 2020. Therefore, it is
expected that such fast expansion poses strong challenges for
landlords and places a strong downward pressure on occupancy rates
in the short to medium term in the Guangzhou office market.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
However, the average high rent declined as landlords offered
rental discounts amidst strong competition. In the future, even
though the new projects will have high standards and command above
average rents, the numerous landlords would like to offer rental
concessions and other benefits in order to compete, and the average
rent is expected to stay at the current level.
Therefore, the oversupply in office property market in Guangzhou
is expected to place pressure on the rental price, however, the
promotional actions that may be taken by landlords would decrease
certain negative impacts raised by the oversupply.
b) Chengdu
We noted from a research report on the office market in Chengdu,
namely "Service sector underpins stable leasing demand" issued by
Colliers on 26 April 2017 that the tertiary industry of Chengdu
grew by 9.0% year-over-year in 2016 and the output of the finance
sector increased by 8.7% year-over-year during the same period,
which supports the leasing demand of high-quality office property
in Chengdu. Therefore, the demand of office leasing was stable in
the first quarter in 2017, and the average vacancy rate declined.
However, it is believed that 560,000 sq.m. (6.03 million sq ft) of
new office property is scheduled to be completed in Chengdu's prime
office market in 2017, and the oversupply will continue to be a
major challenge for landlords and vacancy and it should rise again
with rents declining.
Prospects of the SEA Group
After completion of the Restructuring, the principal business
activities of SEA and its subsidiaries are investment holding,
hotel operation, property and asset management as well as property
investment and development in Hong Kong, Australia and the United
Kingdom, of which detailed information has been set out in the
Appendix VI to this Composite Document. Regarding the business
prospects of the SEA Group, we have conducted following
researches:
(i) Hong Kong Government supports local hospitality industry
As stated in the SEA AR 2016, the performance of the hotel
property of the SEA Group (i.e. the Crowne Plaza Hong Kong Causeway
Bay) steadied compared to 2015, which was a result in line with the
weakening hotel business market. Crowne Plaza Hong Kong Causeway
Bay will strive to gain further market share and look for cost
saving measures in the challenging market conditions.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
As further noted in the SEA AR 2016, the Hong Kong economy
picked up slightly in the third quarter of 2016 with GDP up by 1.9%
year-on-year, an improvement relative to the 1.7% year-on-year
growth in the preceding quarter. As being one of the international
financial centers in the world, Hong Kong will inevitably be
affected by global economic factors. The growth of the Hong Kong
economy will be dominated by the PRC's policy and performance and
the pace of interest rate hikes in the United States.
In addition, as stated in the "Hong Kong Tourism Board Work Plan
for 2017-18" and the relevant supplementary information submitted
by the Hong Kong Tourism Board to the Hong Kong Legislative Council
Panel on Economic Development in February 2017, "the Government
will support the tourism industry by allocating an additional sum
of HK$243 million in 2017-2018, of which HK$238 million will be
allocated to the Hong Kong Tourism Board for taking forward various
initiatives for the development of the tourism industry". We noted
that such various initiatives include but are not limited to,
further promoting the diversification of tourism products,
attracting more high-spending visitors and enhancing Hong Kong's
appeal as a tourist destination.
We also noted that although the overnight visitors arrivals from
the PRC market has declined in 2016, the overnight visitors
arrivals from international markets, particularly the short-haul
markets, have increased due to the Hong Kong Tourism Board stepping
up its promotion in the short-haul markets in 2016.
Furthermore, according to the Hong Kong Tourism Board's work
plan as mentioned above, the Hong Kong government's investment in
transportation and infrastructure will also enhance Hong Kong's
connectivity with neighbouring cities and thereby expand source
markets. In addition, the connectivity between Hong Kong and the
PRC will facilitate the overseas visitors' travel to the PRC via
Hong Kong. It is expected that the hotel room supply will continue
to increase and the total number of hotel rooms will reach 85,000
by 2019, approximately 10,000 more than that in 2016, in order to
fulfill the increasing demand of hotel room in the coming
years.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
(ii) Stable property market in the United Kingdom
As noted from a research report, namely "London Offices
Snapshot" published by Colliers in April 2017, regarding the London
office market, in the first three months of 2017, the London office
market has been restored to some equilibrium although for 2016 as a
whole, there was a sharp fall in annual take-up, which is 15% down
on the ten-year average. Furthermore, as referred to a report,
namely "Spotlight - Regional Office Market Review & Outlook",
published by Savills plc on 28 March 2017, "Regional office markets
are structurally under-supplied, and with occupational demand
remaining resilient, we continue to see great opportunities in 2017
and beyond", we noted that the supplies of original office market
in the United Kingdom are lower than the demand.
As further stated in the report published by Savills plc as
mentioned above, for the fourth consecutive year, total take-up in
the United Kingdom regions, excluding London, surpassed the
long-term average of 9.1m sq ft, reaching an impressive 9.6m sq ft,
despite a year of political uncertainty in the regional office
market in the United Kingdom.
(iii) Strong tourism market in Queensland, Australia
We noted from SEA AR 2016 that SEA holds an investment property,
which is located in Queensland, Australia. According to an official
report, namely "Domestic Tourism Snapshot" issued on 28 June 2017
by Tourism and Events Queensland, which is a statutory body of the
government of Queensland. As stated in this report, "domestic
overnight visitor expenditure in Queensland grew approximately 5.8%
to a record AUD15.3 billion (equivalent to approximately HK$90.73
million) in the year ending March 2017 with Queensland's share of
total expenditure relatively stable at 24.7%." As further stated in
a report namely "2016 State of the Industry" issued by Destination
Q, which is a partnership between the government of Queensland and
the tourism industry, for the year ended 30 June 2016, the number
of international visitors to Queensland increased approximately
11.3% and the international visitor expenditure in Queensland
increased approximately 10.6% as compared to the same period in
2015. Meanwhile, the number of domestic visitors to Queensland and
the amount of domestic visitor expenditure in Queensland increased
5.7% and 7% for the year ended 30 June 2016 as compared to the same
period in 2015.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Conclusion
Having considered that (i) the AGP Group is focused on the PRC
operations, and the SEA Group is focused on non-PRC operations;
(ii) the business prospects of the AGP Group are uncertain given
the decelerating economic growth in the PRC(1) , the weakening
trend in RMB(2) , the challenging rental environment in Guangzhou
and Chengdu(3) and the declining GDP growth rate(4) ; (iii) the
relatively positive business prospects of SEA Group due to (a) the
supporting policies on the local hospitality industry by the Hong
Kong government(5) ; (b) stable property market in the United
Kingdom(6) ; and (c) strong tourism market in Queensland,
Australia(7) ; (iv) according to the Unaudited SEA Pro Forma
Financial Information and Unaudited AGP Pro Forma Financial
Information (as set out in Appendix IV and Appendix V of this
Composite Document, respectively), the SEA Group shows better
financial performance than that of the AGP Group after the
Restructuring (which excludes the one-off gain on the disposal of
AGP Non-PRC Assets); and (v) the detailed analysis on (a) share
price performance; and (b) comparable analysis, detailed
information on which has been set out in the below section headed
"Analysis of the Offer", we are of the view that the Offer provides
the Independent AGP Shareholders with a potential liquidity option
to exchange AGP Shares for SEA Shares.
(1) according to the Bank of China's report
(2) according to PwC's report
(3) according to Colliers' reports
(4) according to IMF's report
(5) according to Hong Kong Tourism Board
(6) according to Colliers' and Savills' reports
(7) according to Tourism and Events Queensland
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
4. Principal terms of the Offer
Ample Capital, on behalf of the Offeror and pursuant to the
Takeovers Code, is making the Offer to the Independent AGP
Shareholders to acquire all the AGP Shares (other than those
already owned by the Offeror and SEA) on the following basis:
For every 4 AGP
Shares.................................................1
Consideration Share
(being an issued SEA
Share held
by the Offeror)
and HK$3.0
(being an amount
equivalent to the SEA
Special Cash Dividend)
As at the Latest Practicable Date, there were 886,347,812 AGP
Shares in issue. As a result of the Distribution in Specie, all
861,278,857 AGP Shares held by SEA (other than 34,598 AGP Shares
left undistributed due to fractional entitlements) have been
distributed to all the Qualifying SEA Shareholders (including the
Offeror) in proportion to their respective shareholding in SEA on
the basis of 1,268 AGP Shares for every 1,000 SEA Shares held by
them. Accordingly, upon completion of the Distribution in Specie on
15 May 2017, 562,340,612 AGP Shares were held by the Offeror,
13,792,397 AGP Shares were held by Mr. Lu Wing Chi, 5,237,854 AGP
Shares were directly held by NYH Limited, 22,390,346 AGP Shares
were held by Mr. Lambert Lu, 4,092,442 AGP Shares were held by Mr.
Lam Sing Tai and his spouse, 23,432,642 AGP Shares were held by Mr.
Lincoln Lu, 34,598 AGP Shares were held by SEA through its
wholly-owned subsidiary, 229,957,966 AGP Shares were held by SEA
Shareholders who received AGP Shares due to the Distribution in
Specie (other than
the Offeror, Mr. Lu Wing Chi, Mr. Lambert Lu, Mr. Lam Sing Tai
and his spouse, Mr. Lincoln Lu, and NYH Limited), and 25,068,955
AGP Shares were held by other AGP Shareholders, representing
approximately 63.44%, 1.56%, 0.59%, 2.53%, 0.46%, 2.64%, 0.004%,
25.946% and 2.83% of the issued share capital of AGP,
respectively.
Based on an exchange ratio of 1 Consideration Share for every 4
AGP Shares (not taking into account the Cash Portion of the Offer
for the purpose of this paragraph) and 323,972,602 AGP Shares
subject to the Offer, being all of the AGP Shares in issue other
than the AGP Shares owned by the Offeror and SEA, and assuming that
(i) all Independent AGP Shareholders validly accept the Offer; and
(ii) there will be no change in the issued share capital of AGP
since the Latest Practicable Date and up to the Closing Date, the
maximum number of Consideration Shares which may be exchanged for
AGP Shares is 80,993,150. This represents approximately 11.88% of
the 681,666,726 existing issued SEA Shares as at the Latest
Practicable Date. If no AGP Shares are validly accepted under the
Offer, then the Offeror will continue to hold 562,340,612 AGP
Shares, which is equivalent to approximately 63.44% of the total
issued share capital of AGP as at the Latest Practicable Date.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
As noted from the "Letter from AGP Board" in the Composite
Document, the exchange ratio of 1 Consideration Share for every 4
AGP Shares was determined by the Offeror based on Offeror's
estimate of (i) the fair market value per AGP Share following
completion of the Restructuring; and (ii) the fair market value per
SEA Share following completion of the Restructuring. The fair
market values of the AGP Shares and the SEA Shares were calculated
based by the Offeror on the following:
(1) In respect of the AGP Shares, (i) the unaudited net asset
value (attributable to AGP Shareholders) extracted from the
Unaudited AGP Pro Forma Financial Information of approximately
HK$6,258 million (as set out on page IV-4 of the Appendix IV to
this Composite Document) (ii) less the Offeror's assumption as to
the potential PRC tax liabilities of approximately HK$601 million
(the "Potential Tax Liabilities") were the AGP properties sold at
their fair market values on 28 February 2017 (for the avoidance of
doubt this amount is not included in AGP's financial statements as
it does not meet the requirement of a deferred tax liability under
International Financial Reporting Standards); (iii) less the
special dividend of approximately HK$1,994 million (equivalent to
HK$2.25 per AGP Share) declared by AGP on 17 March 2017; and (iv)
plus the difference between the fair value of the PRC properties
held by AGP as at 28 February 2017 and the carrying value of the
properties held by AGP as at 31 December 2016, equating to HK$65
million (the "Fair Value Difference in AGP Properties") and
relating to Westmin Plaza shopping arcade. For the avoidance of
doubt, the revaluation of the AGP Non-PRC Assets was reflected in
the consideration payable in accordance with the SP Agreement as
set out on page IV-9 of the Appendix IV to this Composite Document.
Taking these adjustments into consideration, the pro forma net
asset value per AGP Share is calculated by the Offeror as HK$4.21.
Excluding the Offeror's approximately HK$601 million adjustment
referred to in (ii) above, the pro forma net asset value per AGP
Share is calculated as HK$4.88.
(2) In respect of the SEA Shares, (i) the unaudited net asset
value (attributable to SEA Shareholders) extracted from the
Unaudited SEA Pro Forma Financial Information of HK$8,253 million
(as set out on page V-5 of the Appendix V to this Composite
Document); (ii) plus the difference between the fair value of the
properties held by SEA and the AGP Non-PRC Assets acquired from AGP
as at 28 February 2017 and the carrying value of the properties
held by SEA as at 31 December 2016, equating to HK$2,854 million
(the "Fair Value Difference in SEA Properties") and relating to
Crowne Plaza Hong Kong Causeway Bay. The Offeror considers that no
tax is payable in respect of the properties of SEA if the
properties were sold on 28 February 2017 at their fair market
value, and as such no deferred tax liability has been included in
the Offeror's calculations. Taking these adjustments into
consideration, the pro forma net asset value per SEA Share is
calculated as HK$16.37 as at the date of the Joint Announcement.
SEA declared the SEA Special Cash Dividend, which was paid to SEA
Shareholders on 21 June 2017, which would reduce the pro forma net
asset value per SEA Share to HK$13.37. For the avoidance of doubt,
when the Offeror determined the exchange ratio above, such SEA
Special Cash Dividend had not yet been declared by SEA, and
therefore was not included in the Offeror's calculations. Please
also refer to page 12 of this Composite Document for background
details of the relationship between the SEA Special Cash Dividend
and the Cash Portion of the Offer.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Under the Offer, an Independent AGP Shareholder who accepts the
Offer is entitled to receive the Cash Portion of the Offer of
HK$3.0 per Consideration Share he/she/it receives, and such amount
is equivalent to the SEA Special Cash Dividend.
Save for the 886,347,812 AGP Shares in issue, as at the Latest
Practicable Date, AGP had no outstanding securities, options,
warrants or derivatives which are convertible into or which confer
rights to require the issue of AGP Shares and AGP had no other
relevant securities (as defined in Note 4 to the Rule 22 of the
Takeovers Code).
As at the Latest Practicable Date, save for Mr. Lu Wing Chi, Mr.
Lambert Lu, Mr. Lam Sing Tai and his spouse, Mr. Lincoln Lu, Mr.
Walujo Santoso, Wally, Mr. Leung Hok Lim, Mr. Chung Pui Lam and Mr.
David Andrew Runciman (who have given irrevocable undertakings to
accept the Offer in respect of the AGP Shares directly or
indirectly held by them), the Offeror has not received any
indication or irrevocable commitment from any Independent AGP
Shareholder that he/she/it will accept or reject the Offer.
5. Analysis of the Offer
(a) Share price performance
We noted from the "Letter from Ample Capital" that, the exchange
ratio of 1 Consideration Share for every 4 AGP Shares (not taking
into account the Cash Portion of the Offer) was determined by the
Offeror based on the Offeror's estimate of the fair market value
per AGP Share and/or SEA Share following the Restructuring. The
historical share prices of AGP and SEA prior to 17 March 2017 have
not taken into account the various cash dividends announced by AGP
and SEA since 17 March 2017.
Having further considered that, (i) under the Offer, in
substance, the AGP Shareholders are able to acquire 1 SEA Share by
disposing 4 AGP Shares to Offeror; (ii) the closing prices of SEA
Shares have been adjusted to reflect the SEA Special Cash Dividend
Payment since 12 May 2017; and (iii) the Assets Redistribution and
Distribution in Specie were completed on 15 May 2017, in order to
assess the fairness and reasonableness of the exchange ratio of the
Offer, we have made reference to (i) the closing price of SEA
Shares of HK$11.76 (equivalent to approximately GBP1.20) on 15 May
2017 and (ii) the closing price of AGP Shares of GBP0.285
(equivalent to approximately HK$2.79) on 15 May 2017.
In order to calculate the ascribed price for 1 AGP Share, we
have made reference to the ascribed value per AGP Share of HK$3.69
(equivalent to approximately GBP0.38) (the "Ascribed Price"), which
is equivalent to the closing price of SEA Share of HK$11.76 on 15
May 2017 plus the Cash Portion of the Offer, and divided by 4 for
each AGP Share.
In order to calculate the implied consideration share price for
1 SEA Share, we have also made reference to the implied
consideration share price for per SEA Share of approximately
HK$11.16 (equivalent to approximately GBP1.14) (the "Implied
Consideration Share Price"), which is equivalent to the closing
price per AGP Share of GBP0.285 (equivalent to approximately
HK$2.79) on 15 May 2017 multiplied by 4 for each SEA Share.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Share price performance of AGP
The chart below illustrates the daily closing prices of AGP
Shares (in HK$) during the period from 15 May 2017 up to and
including the Latest Practicable Date (the "Review Period"). We
have reviewed the movements in the closing prices of the AGP Shares
during the Review Period and considered that the Review Period is
reasonable enough to illustrate the relationship between the trend
of the closing prices of the AGP Shares and the Ascribed Price.
Please refer to page 66 of the Composite Document for the
relevant chart.
During the Review Period, the closing prices of AGP Shares
ranged from the lowest of GBP0.23 (equivalent to approximately
HK$2.25) on 19 June 2017 to the highest of GBP0.285 (equivalent to
approximately HK$2.79) on 15 May 2017, 19 May 2017, 22 May 2017 and
23 May 2017 respectively. The average daily closing price of AGP
Shares during the Review Period was approximately GBP0.26
(equivalent to approximately HK$2.56).
In short, as noted from the AGP share performance graph
illustrated above, the Ascribed Price of HK$3.69 were higher than
the closing prices of AGP Shares throughout the Review Period.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Share price performance of SEA
The chart below illustrates the daily closing prices of SEA
Shares plus the Cash Portion of the Offer of HK$3.0 per
Consideration Share during the Review Period.
We consider that the Review Period is reasonable enough to
illustrate the relationship between the trend of the closing prices
of the SEA Shares and the Implied Consideration Share Price.
Please refer to page 67 of the Composite Document for the
relevant chart.
During the Review Period, the sum of (a) the closing price of
SEA Shares and (b) the Cash Portion of the Offer ranged from the
lowest of HK$12.22 on 19 July 2017 to the highest of HK$14.76 on 15
May 2017. The sum of the (a) average daily closing price of the SEA
Shares and (b) the Cash Portion of the Offer for the period was
approximately HK$13.35.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
The Implied Consideration Share Price of HK$11.16 represents a
discount of approximately 8.67% as compared to the sum of the (a)
lowest closing price of SEA Shares and (b) the Cash Portion of the
Offer of HK$12.22 on 19 July 2017 and discount of approximately
24.39% as compared to sum of the (a) the highest closing price of
SEA Shares and (b) the Cash Portion of the Offer of HK$14.76 on 15
May 2017. The Implied Consideration Share Price is lower than the
sum of the (a) average closing price of SEA Shares and (b) the Cash
Portion of the Offer of approximately HK$13.35.
In short, as shown in the analysis above, the Implied
Consideration Share Price of HK$11.16 is lower than the sum of (a)
closing prices of SEA Shares and (b) the Cash Portion of the Offer
throughout the Review Period.
Comparison between Implied Consideration Share Price and AGP
Share Price
In terms of the comparison set out in this paragraph, which
excludes the impact of the Cash Portion of the Offer, the Implied
Consideration Share Price of HK$11.16 also represents a premium of
approximately 23.91% as compared to the lowest closing price of AGP
Shares of GBP0.23 (equivalent to approximately HK$2.25) on 19 June
2017 multiplied by 4 and is equivalent to the highest closing price
of AGP Shares of GBP0.285 (equivalent to approximately HK$2.79) on
15 May 2017, 19 May 2017, 22 May 2017, and 23 May 2017 multiplied
by 4. The Implied Consideration Share Price is higher than the
average closing price of AGP Shares of approximately GBP0.26
(equivalent to approximately HK$2.56) multiplied by 4.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Share price performance of the daily ascribed value per AGP
Share
Based on the exchange ratio of 4 AGP Shares for 1 Consideration
Share plus the Cash Portion of the Offer of HK$3.0 per
Consideration Share, the daily ascribed value per AGP Share is
equivalent to the sum of the daily closing prices of SEA Share plus
the Cash Portion of the Offer of HK$3.0 and then, divided by 4
during the Review Period (the "Daily Ascribed Value per AGP Share")
as compared to the daily closing prices of AGP Shares during the
Review Period (the "Daily Value for AGP Shares"). The chart below
depicts the premium for the Ascribed Value per AGP Share over/to
the Daily Value for AGP Shares.
Please refer to page 69 of the Composite Document for the
relevant chart.
As illustrated on the above chart, it is noted that the Daily
Ascribed Value per AGP Share represented a premium to the Daily
Value for AGP Shares during the Review Period. The maximum premium
of Daily Ascribed Value per AGP Share over Daily Value for AGP
Shares of approximately 45.45% was recorded on 19 June 2017, the
minimum premium of Daily Ascribed Value per AGP Share over the
Daily Value for AGP Shares of approximately 19.49% was recorded on
5 July 2017.
Based on the closing price of AGP Shares on the Latest
Practicable Date of GBP0.25 (equivalent to approximately HK$2.45),
the ascribed value per Consideration Share is approximately HK$9.80
(equivalent to approximately GBP1, which is equivalent to the
closing price per AGP Share on the Latest Practicable Date
multiplied by 4).
The sum of the closing price of the SEA Share of HK$9.30 on the
Latest Practicable Date and the Cash Portion of the Offer of HK$3.0
per Consideration Share (i.e. HK$12.30 per SEA Share, equivalent to
approximately GBP1.26) represents a premium of approximately 25.51%
over the ascribed value per Consideration Share of approximately
HK$9.80 (equivalent to approximately GBP1).
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Conclusion
Having considered that (i) as shown in the graph above, the
Implied Consideration Share Price lies below the daily closing
price of the SEA Shares plus HK$3.0 during the Review Period; (ii)
the Implied Consideration Share Price is below the sum of the
average closing price of SEA Shares plus HK$3.0 of approximately
HK$13.35 during the Review Period; (iii) as shown in the graph
above, the Ascribed Price lies over the daily closing prices of the
AGP Shares during the Review Period; (iv) the Ascribed Price
represents a premium of approximately 44.10% as compared to the
average closing price of the AGP Shares of approximately HK$2.56
during the Review Period; (v) the Daily Ascribed Value per AGP
Share represents premium to the Daily Value for AGP Shares during
the Review Period; and (vi) the sum of the closing price of the SEA
Share of HK$9.30 on the Latest Practicable Date and the Cash
Portion of the Offer of HK$3.0 per Consideration Share (i.e.
HK$12.30 per SEA Share) represents a premium of approximately
25.51% over the ascribed value per Consideration Share of HK$9.80
on the Latest Practicable Date, we are of the view that the
exchange ratio of 4 AGP Shares for 1 Consideration Share plus the
Cash Portion of the Offer of HK$3.0 per Consideration Share under
the Offer is fair and reasonable so far as the Independent AGP
Shareholders are concerned.
(b) Liquidity of the shares
Trading volume of AGP Shares
The following table sets out the historical monthly trading
volume of the AGP Shares and the percentage of the number of the
AGP Shares traded during the Review Period compared to the total
number of the AGP Shares in issue as at the Latest Practicable
Date.
Approximately %
Total trading of average daily Number of trading
volume of each Average daily trading volume to days of AGP Shares
month/period trading volume the total number of in the relevant
Month/Period (AGP Shares) (AGP Shares) issued AGP Shares
months (days)
(note 1)
2017
15 May-31 May 291,002 24,250 0.00274% 12
June 105,243 4,784 0.00054% 22
July (up to and including
the Latest Practicable Date) 108,321 6,372 0.00072% 17
Source: Bloomberg
Note:
(1) The percentage is calculated based on 886,347,812 AGP Shares
in issue as at the Latest Practicable Date.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
As illustrated above, the percentage of the average trading
volume of the AGP Shares ranged from approximately 0.00054% to
approximately 0.00274% with an average of approximately 0.00133%.
Therefore, the trading volume of the AGP Shares was relatively thin
during the Review Period and very illiquid in the open market.
Trading volume of SEA Shares
The following table sets out the historical monthly trading
volume of the SEA Shares and the percentage of the number of SEA
Shares traded during the Review Period compared to the total number
of the SEA Shares in issue as at the Latest Practicable Date.
Approximately %
Total trading of average daily Number of trading
volume of each Average daily trading volume to days of SEA Shares
month/period trading volume the total number of in the relevant
Month/Period (SEA Shares) (SEA Shares) issued SEA Shares
months (days)
(note 1)
2017
15 May-31 May 2,036,000 169,667 0.025% 12
June 840,180 38,190 0.006% 22
July (up to and including
the Latest Practicable Date) 627,846 36,932 0.005% 17
Source: Stock Exchange
Note:
(1) The percentage is calculated based on 681,666,726 SEA Shares
in issue as at the Latest Practicable Date.
As noted from the above table, the percentage of the average
trading volume of the SEA Shares ranged from approximately 0.005%
to approximately 0.025% with an average of approximately 0.012%.
The trading volume of the SEA Shares was relatively thin during the
Review Period and illiquid in the open market.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
As a result of the Distribution in Specie, the Offeror and SEA
are interested in approximately 63.44% and approximately 0.004% of
the issued share capital of AGP respectively and the Independent
AGP Shareholders are interested in approximately 36.56% of the
issued share capital of AGP as at the Latest Practicable Date,
which was higher than the percentage of public SEA Shareholders of
approximately 26.50% of the issued SEA Shares as at Latest
Practicable Date.
However, as referred to the "Letter from AGP Board", the AGP
Directors note that: (i) as disclosed in the Joint Announcement,
SEA considered that a distribution of AGP Shares to SEA
Shareholders would enhance liquidity of the AGP Shares held by SEA
by improving the shareholder base of AGP without being dilutive to
SEA and SEA Shareholders; (ii) as disclosed in the Circular, the
latest date of posting the AGP Share certificates (pursuant to the
Distribution in Specie) to AGP Shareholders who do not accept the
Offer was expected to be on 15 June 2017; (iii) due to the reasons
set out above this date of posting of the AGP Share certificates
has been postponed to 14 September 2017; and (iv) as disclosed on
page I-5 of this Composite Document, the relevant Independent AGP
Shareholders cannot dematerialise their AGP Shares into depositary
interests and trade them before receiving the relevant AGP Share
certificates. As such, we noted from the Composite Document that
"the AGP Directors believe that the Distribution in Specie has had
negligible impact on liquidity of AGP Shares between the date of
the Distribution in Specie and the Latest Practicable Date".
In accordance with above analysis, which factually shows the
historical performances of the liquidity of SEA Shares and AGP
Shares respectively, the average trading volume of AGP Shares is
still relatively thinner than the average trading volume of SEA
Shares during the Review Period.
As the actual effect of the Distribution in Specie on the
trading volume of AGP Shares has not been reflected as at the
Latest Practicable Date, the actual level of trading volume of AGP
Shares in the future is uncertain. The above analysis is for
reference only, which aims to illustrate the historical liquidity
of SEA Shares and AGP Shares.
The Independent AGP Shareholders should note that there is no
guarantee that the trading volume of AGP Shares will be higher than
the trading volume of SEA Shares during and/or after the Offer
Period.
Meanwhile, the Independent AGP Shareholders should also note
that since the average trading volume of SEA is also thin, they
might not be able to dispose of the SEA Shares in the market
without exerting a downward pressure on the market price of the SEA
Shares.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
(c) Comparable analysis
Comparable analysis of the AGP Group
In order to further assess the fairness and reasonableness of
the Ascribed Price, we have considered two commonly adopted
approaches in evaluation of a company, namely price-to-earnings
ratio (the "PER") and price-to-book ratio (the "PBR"), which are
commonly adopted trading multiple analyses. According to the AGP
Pro Forma Financial Information, we are given to know the adjusted
results of the AGP Group would record a net profit upon completion
of the Restructuring, which was mainly due to the gain on disposal
of the AGP Non-PRC Assets.
As noticed from the section headed "Intention of the Offeror in
relation to the AGP Group" set out in the "Letter from the AGP
Board" in this Composite Document, following completion of the
Restructuring, AGP Group will focus on the business in the PRC,
while SEA Group will continue to focus on the non-PRC business, in
addition, as further advised by the management of the AGP Group,
they have no intention to operate the business in the areas other
than PRC as at the Latest Practicable Date, we are of the view that
the gain on disposal is a one-off gain and the effect of the gain
on disposal shall be accordingly excluded in the unaudited pro
forma income statement. As the AGP Remaining Group would record a
loss of approximately HK$288.43 million and thus PER is not
applicable.
Based on the Ascribed Price of HK$3.69 per AGP Share (equivalent
to approximately GBP0.38) and the total number of issued AGP Shares
of 886,347,812 as at the Latest Practicable Date, AGP is valued at
approximately HK$3,207.62 million (equivalent to approximately
GBP327.64 million). The price to book ratio of AGP implied by the
Ascribed Price is approximately 0.74 times (the "Implied AGP P/B
Ratio"), calculated based on the Adjusted NAV of AGP (defined in
the section below) of approximately HK$4,329 million (equivalent to
approximately GBP442.19 million).
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
We have attempted to identify the comparable companies which are
listed on AIM and principally engaged in similar business as AGP
Group (i.e. property investment and development). We have performed
searches on the websites of the LSE and Bloomberg, and four
comparable companies (the "AGP Business Comparables") were
identified, which formed the exhaustive list under our selection
criteria. Details of our analysis are listed below:
Market
capitalisation Net asset value
as at the Latest attributable
Company Principal businesses Practicable Date to owners PBR
(GBP million) (GBP million) (times)
(note 1) (note 2) (Note 3)
Conygar Investment Invests in real estate and other asset-backed
121.3
141.8 0.86
Co. PLC investments in the United Kingdom
(CIC LN Equity)
Globalworth Real Estate The company is a real estate investment
company 569.7
606.2 0.94
Investments Ltd. invests in a diversified portfolio of properties
(GWI LN Equity) located primarily in Romania
Vinaland Ltd. The objective of the company's fund is investing
in 197.5
347.1 0.57
(VNL LN Equity) a diversified portfolio of mainly Vietnamese
property and development projects
Pacific Alliance China A closed-ended, exempted company
established 110.4
138.0 0.80
Land Ltd. to invest in a portfolio of investments in
(PACL LN Equity) existing properties and new developments in
Greater China
Minimum 0.57
Maximum 0.94
Average/mean 0.79
Implied AGP P/B 0.74
Ratio
AGP Invest in the property sector within the Asia GBP221.60
HK$6,173.88 0.35
(AGP LN Equity) Pacific region and development projects
million
million
in the PRC (equivalent to (equivalent to
approximately approximately
HK$2,169.46 GBP630.63
million) million)
(note 4)
Source: the Bloomberg
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Notes:
1. The market capitalisation of the AGP Business Comparables are
calculated on the basis of their respective closing prices of the
shares and the total number of issued shares as at Latest
Practicable Date.
2. The respective net asset values attributable to shareholders
as disclosed in the latest published annual/interim reports and/or
annual/interim results announcements on or before the Latest
Practicable Date.
3. The PBR of the AGP Business Comparables are calculated on the
basis of their respective market capitalisation and net asset
values attributable to shareholders as disclosed in the latest
published annual/interim reports and/or annual/interim results
announcements on or before the Latest Practicable Date.
4. The net asset value of AGP is from AGP Pro forma Financial
Information set out in Appendix IV to this Composite Document.
As illustrated in the table above, the PBR of the AGP Business
Comparables ranges from approximately 0.57 times to approximately
0.94 times with an average of approximately 0.79 times. The Implied
AGP P/B Ratio lies within the range of the PBR of the AGP Business
Comparables.
Comparable analysis of the SEA Group
In order to further assess the fairness and reasonableness of
the Implied Consideration Share Price, we have considered two
commonly adopted approaches in evaluation of a company, namely the
PER and the PBR, which are commonly adopted trading multiple
analyses.
Based on the Implied Consideration Share Price of HK$11.16 per
SEA Share and the total number of issued SEA Shares of 681,666,726
as at the Latest Practicable Date, SEA is valued at approximately
HK$7,607.40 million. Assuming that all the SEA Share Options
(defined in the section below) are exercised in full, the number of
issued SEA Shares would be 688,616,726, SEA is valued at
approximately HK$7,684.96 million. Based on the Adjusted NAV of SEA
(defined in the section below) of approximately HK$11,107 million
as set out in the above section, the PBR of SEA implied by the
Implied Consideration Share Price is (i) approximately 0.68 times
(the "Implied SEA P/B Ratio I"), based on the number of issued SEA
Shares as at the Latest Practicable Date; and (ii) approximately
0.69 times (the "Implied SEA P/B Ratio II"), based on the number of
issued SEA Shares as at the Latest Practicable Date and assuming
that all the SEA Share Options are exercised in full.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Based on the unaudited pro forma profit for the year ended 31
December 2016 of approximately HK$829.70 million as set out in the
SEA Pro Forma Financial Information in the Appendix V to this
Composite Document, the PER of SEA implied by the Implied
Consideration Share Price is (i) approximately 9.17 times (the
"Implied SEA P/E Ratio I") based on the number of issued SEA Shares
as at the Latest Practicable Date; and (ii) approximately 9.26
times (the "Implied SEA
P/E Ratio II"), based on the number of issued SEA Shares as at
the Latest Practicable Date and assuming that all the SEA Share
Options are exercised in full.
As the market capitalisation of the SEA was approximately
HK$6,339.50 million as at the Latest Practicable Date, in order to
substantiate our assessment on the fairness and reasonableness of
the terms under the Offer, we considered the comparable companies
with the market capitalisation of over HK$5,000 million but not
more than HK$10,000 million as at the Latest Practicable Date. In
addition, we have further attempted to identify comparable
companies which are principally engaged in hotel operation,
property and asset management as well as property investment and
development with at least 50% of the total revenue being
attributable to such business, being the principal business of SEA.
Under such selection criteria, six comparable companies (the "SEA
Business Comparables") are identified, which are exhaustive under
our selection criteria. Detail of our analysis is listed below:
Market
Capitalisation Net asset value
Company as at the Latest Profit/(Loss) attributable
(Stock Code) Principal businesses Practicable Date for the year
to owners PER PBR
(HK$ million) (HK$ million) (HK$ million) (times) (times)
(note 1) (note 2) (note 3) (note 4) (note 7)
Lai Sun Garment Property development for sale; 6,283.35 683
16,453 9.20 0.38
International Ltd. property investment; investment
(0191.HK) in and operation of hotels and
restaurants and investment holding
Regal Hotels Hotel operation and management, 5,540.03 214 11,828
25.92 0.47
International hotel ownership through its
Holdings Ltd. investment in Regal Real Estate
(0078.HK) Investment Trust (Regal REIT),
asset management of Regal REIT,
property development and
investment, and other investments
Lai Sun Development Property development for sale, 8,924.13
1,148 24,358 7.77 0.37
Co. Ltd. property investment, investment
(0488.HK) in and operations of hotels and
restaurants and investment holding
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Market
Capitalisation Net asset value
Company as at the Latest Profit/(Loss) attributable
(Stock Code) Principal business Practicable Date for the year to
owners PER PBR
(HK$ million) (HK$ million) (HK$ million) (times) (times)
(note 1) (note 2) (note 3) (note 4) (note 7)
Jinmao Hotel and Own and operate hotels 9,180.00 422 7,370 21.73
1.25
Jinmao China Hotel
Investments and
Management Ltd.
(6139.HK)
Greenland Hong Kong Property development, property and 7,961.98
1,255 9,957 6.35 0.80
Holdings Ltd. hotel investment, property
(0337.HK) management and education
Far East Consortium Property development, property 9,787.42
1,118 10,792 8.76 0.91
International Ltd. investment, hotel operations and
(0035.HK) management, car park operations
and securities and financial
product investments
Max 25.92 1.25
Min 6.35 0.37
Average 13.29 0.69
Implied SEA Implied SEA
P/E Ratio I P/B Ratio I
9.17 0.68
Implied SEA Implied SEA
P/E Ratio II P/B Ratio II
9.26 0.69
SEA Investment holding, hotel operation, 6,339.50 571.92
8,256.83 11.08 0.77
(0251.HK) property and asset management (Note 5) (Note 6)
as well as property investment
and development in Hong Kong,
Mainland China, Australia
and the United Kingdom.
Source: the Stock Exchange
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
Notes:
1. The market capitalisation of the SEA Business Comparables are
calculated on the basis of their respective closing prices of the
shares and the total number of issued shares as at Latest
Practicable Date.
2. The respective net asset values attributable to shareholders
as disclosed in the latest published annual/interim reports and/or
annual/interim results announcements on or before the Latest
Practicable Date.
3. The respective profit/(loss) for the year as disclosed in the
latest published annual reports and/or annual results announcements
on or before the Latest Practicable Date.
4. The PER of the SEA Business Comparables are calculated on the
basis of their respective market capitalisation and profit/(loss)
as mention in the above note 2.
5. The profit of SEA is from the audited consolidated financial
statement of the SEA Group for the year ended 31 December 2016.
6. The net asset value of SEA is from SEA Pro forma Financial
Information as set out in the Appendix V to this Composite
Document.
7. The PBR of the SEA Business Comparables are calculated on the
basis of their respective market capitalisation and net asset
values attributable to shareholders as mention in the above note
3.
As illustrated in the table above, the PER of the SEA Business
Comparables ranges from approximately 6.35 times to approximately
25.92 times with an average of approximately 13.29 times. The
Implied SEA P/E Ratio I of 9.17 times and the Implied SEA P/E Ratio
II of 9.26 times lie within the said range.
The PBR of the SEA Business Comparables ranges from
approximately 0.37 times to approximately 1.25 times with an
average of approximately 0.69 times. The Implied SEA P/B Ratio I of
0.68 times and the Implied SEA P/B Ratio II of 0.69 times lie
within the said range and close/equivalent to the average.
Conclusion
Having considered (i) the Implied AGP P/B Ratio lies within the
range and above the average of the PBR of the AGP Business
Comparables; (ii) the Implied SEA P/E Ratio I and Implied SEA P/E
Ratio II lie within the range of the P/E Ratio of the SEA Business
Comparables; (iii) the Implied SEA P/B Ratio I and the Implied SEA
P/B Ratio II lie within the range and are close/equivalent to the
average of the PBR of the SEA Business Comparables, we are of the
view that the terms of the Offer are fair and reasonable so far as
the Independent AGP Shareholders are concerned.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
(d) Net asset value comparison
According to the Unaudited SEA Pro Forma Financial Information,
which has not deducted the payment of SEA Special Cash Dividend,
the unaudited net asset value (attributable to SEA Shareholders) of
SEA Remaining Group was approximately HK$8,253 million. By adding
the Fair Value Difference in SEA Properties of approximately
HK$2,854 million, the adjusted net assets value of SEA Remaining
Group is approximately HK$11,107 million (the "Adjusted NAV of
SEA"). We noticed from the Stock Exchange website that 222,000
share options of SEA and 2,230,000 share options of SEA were
exercised on 5 June 2017 and 12 June 2017, respectively, and we
have therefore calculated the adjusted net asset value per SEA
Share based on the total number of issued SEA Shares of 681,666,726
shares as at Latest Practicable Date, which would be approximately
HK$16.29 per SEA Share (the "Adjusted NAV per SEA Share").
We note that SEA has 6,950,000 share options (the "SEA Share
Options") as at the Latest Practicable Date, assuming that all the
SEA Share Options are exercised in full, the number of issued SEA
Shares would be 688,616,726, the Adjusted NAV per SEA Share upon
exercise of the SEA Share Options would be approximately
HK$16.13.
As SEA declared the SEA Special Cash Dividend which was paid to
the SEA Shareholders on 21 June 2017, the Adjusted NAV per SEA
Share would be reduced to approximately HK$13.29 prior to full
exercise of SEA Share Options and approximately HK$13.13 upon full
exercise of the SEA Share Options (the "Current Adjusted NAV per
SEA Share").
Pursuant to the exchange ratio of 4 AGP Shares for 1
Consideration Share and the Cash Portion of the Offer of HK$3.0 per
Consideration Share, the Offer is in substance an option for the
AGP Shareholders to acquire 1 Consideration Share plus HK$3.0 for
every 4 AGP Shares disposed to the Offeror.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
According to the Unaudited AGP Pro Forma Financial Information,
the unaudited net asset value (attributable to AGP Shareholders) of
the AGP Remaining Group was approximately HK$6,258 million. By (i)
deducting the special dividend of approximately HK$1,994 million
(equivalent to HK$2.25 per AGP Share) declared by AGP on 17 March
2017; and (ii) adding the Fair Value Difference in AGP Properties
of approximately HK$65 million, the adjusted net assets value of
AGP Remaining Group is approximately HK$4,329 million (the
"Adjusted NAV of AGP"). Based on the total number of issued AGP
Shares of 886,347,812 shares as at the Latest Practicable Date, the
adjusted net asset value per AGP Share would be approximately
HK$4.88 (the "Adjusted NAV per AGP Share"). In our analysis, we
have excluded the Potential Tax Liabilities of approximately HK$601
million. We are given to understand that taking into account the
Potential Tax Liabilities is the Offeror's commercial decision when
determining the share exchange ratio of the Offer. The Potential
Tax Liabilities will only be crystallised in the event of disposal
of AGP properties. Given that disposals of AGP properties may or
may not occur and hence the Potential Tax Liabilities may or may
not be crystallised, for prudent sake and also to give a fairer
view from the Independent AGP Shareholders' perspective, we have
excluded the Potential Tax Liabilities from our analysis.
Nevertheless, in order to provide more information to the AGP
IBC and the Independent AGP Shareholders, we also set out below the
comparison of the net asset value of SEA and AGP, which is from the
Offeror's perspective, after taking into account of the Potential
Tax Liabilities for reference only.
From the Offeror's perspective, including the Potential Tax
Liabilities (for reference only)
In terms of the net asset value comparison and taking into
account the Potential Tax Liabilities, the Adjusted NAV per AGP
Share would be approximately HK$4.21. Pursuant to the terms under
the Offer, 4 AGP Shares with an aggregate Adjusted NAV of AGP
Shares of approximately HK$16.84 (equivalent to Adjusted NAV per
AGP Share multiplied by 4):
(i) is exchangeable into 1 Consideration Share with the Current
Adjusted NAV per SEA Share of approximately HK$13.29 plus the Cash
Portion of the Offer of HK$3.0 per Consideration Share, i.e.
representing a total value of HK$16.29; and
(ii) upon the full exercise of the SEA Share Options, is
exchangeable into 1 Consideration Share with the Current Adjusted
NAV per SEA Share of approximately HK$13.13 plus the Cash Portion
of the Offer of HK$3.0 per Consideration Share, i.e. representing a
total value of HK$16.13.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
From the Independent AGP Shareholders' perspective, excluding
the Potential Tax Liabilities
In terms of the net asset value comparison and excluding the
Potential Tax Liabilities, the Adjusted NAV per AGP Share would be
approximately HK$4.88. Pursuant to the terms under the Offer, 4 AGP
Shares with an aggregate Adjusted NAV of AGP of approximately
HK$19.52 (equivalent to Adjusted NAV per AGP Share multiplied by
4):
(i) is exchangeable into 1 Consideration Share with the Current
Adjusted NAV per SEA Share of approximately HK$13.29 plus the Cash
Portion of the Offer of HK$3.0 per Consideration Share, i.e.
representing a total value of HK$16.29; and
(ii) upon the full exercise of the SEA Share Options, is
exchangeable into 1 Consideration Share with the Current Adjusted
NAV per SEA Share of approximately HK$13.13 plus the Cash Portion
of the Offer of HK$3.0 per Consideration Share, i.e. representing a
total value of HK$16.13.
We note from the above analysis (excluding the Potential Tax
Liabilities) that the sum of the Current Adjusted NAV per SEA Share
and the Cash Portion of the Offer of approximately HK$16.29 and
HK$16.13 prior to and after full exercise of the SEA Share Options,
represents discount of approximately 16.55% and approximately
17.34% to an aggregate Adjusted NAV of AGP Shares for 4 AGP Shares
of approximately HK$19.52, respectively. However, having considered
that (i) both AGP Shares and SEA Shares are trading on AIM and the
Stock Exchange respectively, and the shareholders who would like to
realise their investments on market will be traded at the market
price instead of net asset value; (ii) our analysis and conclusion
as set out in subsection headed "(a) Share price performance" in
this letter; and (iii) our analysis and conclusion as set out in
subsection headed "(c) Comparable analysis", in this letter, we are
of the view that the terms of the Offer are fair and reasonable so
far as the Independent AGP Shareholders are concerned.
RECOMMATION
Having considered the abovementioned principal factors,
including but not limited to the following:
(i) we are of the view that the business prospects of the AGP
Group are uncertain due to (a) the decelerating economic growth in
the PRC according to the Bank of China; (b) the RMB is still facing
pressure according to PwC; (c) the challenging rental environment
in Guangzhou and Chengdu according to Colliers; and (d) the
declining PRC GDP growth rate according to IMF;
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
(ii) we are of the view that the business prospects of the SEA
Group are more positive than the AGP Group's business prospects,
due to (a) the supportive policies on the local hospitality
industry by the Hong Kong government according to the Hong Kong
Tourism Board; (b) the stable property market in the United Kingdom
according to Colliers; and (c) strong tourism market in Queensland,
Australia according to Tourism and Events Queensland;
(iii) the Ascribed Price of approximately HK$3.69 per AGP Share
and the Daily Ascribed Value per AGP Share, which is calculated on
the sum of the daily closing price of SEA Shares and the Cash
Portion of the Offer, then divided by 4 lies over the daily closing
price of the AGP Shares during the Review Period;
(iv) the Implied Consideration Share Price lies below the daily
closing price of the SEA Shares during the Review Period;
(v) pursuant to the terms of the Offer, the aggregate value for
1 Consideration Share and the Cash Portion of the Offer is
approximately HK$12.30, which is equivalent to the closing price
per SEA Share of HK$9.30 on the Latest Practicable Date plus
HK$3.0, which represents a premium of approximately 25.51% to an
aggregate value of 4 AGP Shares of approximately HK$9.80, which is
calculated by the closing price per AGP Share of GBP0.25
(equivalent to approximately HK$2.45) on the Last Practicable Date
multiplied by 4;
(vi) Implied AGP P/B Ratio lies within the range of the PBR of the AGP Business Comparables;
(vii) the Implied SEA P/E Ratio I and the Implied SEA P/E Ratio
II lie within the range of the PER of the SEA Business Comparables;
and
(viii) the Implied SEA P/B Ratio I and the Implied SEA P/B Ratio II lie within the range and are close/equivalent to the average of the PBR of the SEA Business Comparables,
we are of the opinion that the terms of the Offer including the
Cash Portion of the Offer are fair and reasonable so far as the
Independent AGP Shareholders are concerned.
Accordingly, we recommend the AGP IBC to advise the Independent
AGP Shareholders to accept the Offer.
APPIX IV
LETTER FROM THE INDEPENT FINANCIAL ADVISER
The Independent AGP Shareholders should note that the ascribed
value of the AGP Shares under the Offer will change from time to
time according to the fluctuations in the price of SEA Shares
during the Offer Period, and it is uncertain whether the market
prices of AGP Shares and/or SEA Shares will rise or not and whether
the ascribed value of AGP Shares under the Offer will represent a
discount or premium to its market prices of AGP Shares and whether
the implied value of SEA Shares under the Offer will represent a
discount or premium to its market prices of SEA Shares during and
after the Offer. The Independent AGP Shareholders, in particular
those who intend to hold their interest as a short-term investment,
should monitor closely the trading of the AGP Shares and SEA Shares
during the Offer Period. In addition, the Independent AGP
Shareholders should note that the figures that refer to the past
performance of the AGP Shares and SEA Shares in this letter, is not
a reliable indicator of future performance of AGP Shares or SEA
Shares.
Yours faithfully,
For and on behalf of
Veda Capital Limited
Julisa Fong
Managing Director
Notes:
Ms. Julisa Fong is a responsible officer under the SFO who is
licensed to engage in Type 6 (advising on corporate finance)
regulated activity and has over 20 years of experience in
investment banking and corporate finance.
In this letter, amounts denominated in GBP have been converted
into HK$ at the rate of GBP1 = HK$9.79 for the purpose of
illustration only. No representation is made to the effect that any
amounts in GBP or HK$ have been, could have been or will be
converted at the above rate or at any other rates or at all.
APPIX V
DEFINITIONS
The following is extracted from the section headed "Definitions"
of the Composite Document:
In this Composite Document, unless otherwise defined or the
context otherwise requires, the following expressions shall have
the following meanings. Also, where terms are defined and used in
only one section of this Composite Document, these defined terms
are not included in the table below:
"acting in concert" having the meaning ascribed to it under the
Takeovers Code
"Alternative Arrangement" an unsolicited offer made to the AGP
New Zealand Shareholders, as more particularly described in the
paragraph headed "Alternative Arrangement for AGP New Zealand
Shareholders" in "Letter from Ample Capital" and Appendix I to this
Composite Document
"AFM" Dutch Authority for the Financial Markets
"AGP" Asian Growth Properties Limited, a company incorporated in
the BVI and re-domiciled to Bermuda with limited liability whose
shares are traded on AIM (Stock code: AGP), and a direct subsidiary
of the Offeror
"AGP Board" the board of directors of AGP
"AGP Director(s)" the director(s) of AGP
"AGP IBC" the independent board committee of AGP formed to
approve the appointment of the Independent Financial Adviser and to
make recommendations to the Independent AGP Shareholders in respect
of the Offer
"AGP Group" AGP and its subsidiaries
"AGP New Zealand Shareholders" the AGP Overseas Shareholders
holding AGP Shares, if any, whose address(es) as shown on the
register of members of AGP is/are located in New Zealand
"AGP Non-PRC Assets" certain part of the assets owned by AGP,
namely (i) bank balances and cash of approximately HK$5,800
million, (ii) a commercial property in the United Kingdom and a
hotel in Hong Kong, and (iii) certain short-term treasury
investments of approximately HK$1,400 million, as more particularly
described in the paragraph headed "Further information regarding
the Target Group and the AGP Non-PRC Assets" in the Joint
Announcement
APPIX V
DEFINITIONS
"AGP Overseas Shareholders" AGP Shareholders with his/her/its
address in places other than Hong Kong in the register of members
of AGP
"AGP PRC Assets" all the assets and liabilities of the AGP Group
that are located within the PRC as more particularly described in
section (B)1 of Appendix VI to this Composite Document
"AGP Remaining Group" AGP and its subsidiaries after the Assets
Redistribution and AGP Special Dividend Payment
"AGP Shareholder(s)" holder(s) of the AGP Shares from time to time
"AGP Share Registrar" Computershare Investor Services (Bermuda) Limited
"AGP Share(s)" common share(s) of par value of US$0.05 each in
the share capital of AGP
"AGP Special Dividend Payment" the special dividend of HK$10.35
(GBP1.06) per AGP Share declared by AGP and approved at the special
general meeting of AGP held on 21 April 2017, which was paid on 15
May 2017
"AIM" the AIM Market of the LSE
"AIM Rules" the AIM Rules for Companies published by the LSE
"Ample Capital" Ample Capital Limited, a corporation licensed to
carry out type 4 (advising on securities), type 6 (advising on
corporate finance) and type 9 (asset management) regulated
activities under the SFO, being the agent making the Offer on
behalf of the Offeror and the financial adviser to the Offeror in
respect of the Offer
"Assets Redistribution" the redistribution of the AGP Non-PRC
Assets from AGP to SEA pursuant to the SP Agreement
"Business Day(s)" a day on which the Stock Exchange is open for
the transaction of business
"BVI" the British Virgin Islands
"Cash Portion of the Offer" the cash portion of HK$3.0 per
Consideration Share payable to each Independent AGP Shareholder who
accepts the Offer, being an amount equivalent to the SEA Special
Cash Dividend
APPIX V
DEFINITIONS
"Circular" the circular of SEA dated 18 April 2017 which
contains, among other things, details of the Distribution in Specie
and the declaration of the SEA Special Cash Dividend
"Closing Date" 28 August 2017, or if the Offer is extended or
revised, any subsequent closing date of the Offer as extended and
announced by the Offeror and AGP in accordance with the Takeovers
Code
"Composite Document" this composite offer and response document
issued by the Offeror and AGP under the Takeovers Code containing
details of the Offer and attaching therewith the Form of
Acceptance
"Consideration Shares" a maximum of 80,993,150 SEA Shares held
by the Offeror for the settlement of the consideration for the
Offer
"Cooling-off Period" an optional cooling-off period of 10
Business Days after the date when the AGP Share Registrar/SEA Hong
Kong Branch Share Registrar (as the case may be) receives an
acceptance of the Offer from an Independent AGP Shareholder, during
which such Independent AGP Shareholder can choose to withdraw such
acceptance if he/she/it has previously elected for a Cooling-off
Period in his/her/its Form(s) of Acceptance
"CREST" the system for the paperless settlement of trades in
securities and the holding of uncertificated securities in
accordance with the CREST Regulations operated by Euroclear UK
& Ireland Limited
"Distribution in Specie" the distribution of a special dividend
by SEA in the form of distribution in specie of the AGP Shares held
by SEA to the Qualifying SEA Shareholders in proportion to their
respective shareholdings in SEA, which was completed on 15 May
2017
"Executive" Executive Director of the Corporate Finance Division
of the SFC, or any delegate of the Executive Director
"Form(s) of Acceptance" the form of acceptance and transfer of
the AGP Shares in respect of the Offer accompanying the Composite
Document
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Independent AGP Shareholders" AGP Shareholders other than SEA and the Offeror
APPENDIX V
DEFINITIONS
"Independent Financial Adviser" Veda Capital Limited, a
corporation licensed to carry out type 6 (advising on corporate
finance) regulated activity under the SFO and the independent
financial adviser to advise the AGP IBC on the Offer
"Joint Announcement" the joint announcement issued by the
Offeror and SEA dated 31 March 2017 in relation to, among other
things, the Distribution in Specie, the Offer and the SEA Special
Cash Dividend
"Last AGP Trading Day" 30 March 2017, being the last trading day
of AGP Shares on the LSE before the release of the Joint
Announcement
"Last SEA Trading Day" 29 March 2017, being the last trading day
of SEA Shares on the Stock Exchange before the release of the Joint
Announcement
"Latest Practicable Date" 25 July 2017, being the latest
practicable date prior to the despatch date of this Composite
Document for the purpose of ascertaining certain information
contained in this Composite Document
"Listing Rules" the Rules Governing the Listing of Securities on
the Stock Exchange
"LSE" the London Stock Exchange plc.
"Non-Qualifying SEA the SEA Shareholders whose respective addresses as
Shareholders" shown on the register of members of SEA as at 4:00
p.m. on the record date on 15 May 2017 were in places outside Hong
Kong and located in a jurisdiction the laws of which may prohibit
the making of the Distribution in Specie to such SEA Shareholders
or otherwise require SEA to comply with additional requirements
which are (in the opinion of the SEA Directors, subject to legal
advice) unduly onerous or burdensome, having regard to the number
of SEA Shareholders involved in that jurisdiction and their
shareholdings in SEA
"NZ Alternative Arrangement China Rise Securities Asset Management Company
Offeror" Limited, a corporation licensed to carry out type 1
(dealing in securities), type 4 (advising on securities) and type 9
(asset management) regulated activities under the SFO and the
independent buyer/seller of AGP Shares relating to the Alternative
Arrangement
APPENDIX V
DEFINITIONS
"Offer" an unconditional voluntary offer by Ample Capital on
behalf of the Offeror to acquire all the issued shares in AGP
(other than those AGP Shares already owned by the Offeror and SEA),
in exchange for (i) the Consideration Shares and (ii) the Cash
Portion of the Offer
"Offer Period" the period from 31 March 2017, being the date of
the Joint Announcement, to the Closing Date, or such later time
and/or date to which the Offeror may decide to extend or revise the
Offer in accordance with the Takeovers Code
"Offeror" Nan Luen International Limited, an exempted company
incorporated in Bermuda with limited liability, is the controlling
shareholder of SEA
"Panmure Gordon" Panmure Gordon (UK) Limited, a company
incorporated in England and Wales with company number 4915201 and
whose registered office address is One New Change, London EC4M 94F,
and AGP's nominated adviser and broker for the purposes of the AIM
Rules for Companies published by the LSE, a member of the LSE and
regulated by the UK Financial Conduct Authority
"PRC" the People's Republic of China, which for the purpose of
this Composite Document, excluding Hong Kong, Taiwan and Macau
Special Administrative Region of the People's Republic of China
"Qualifying SEA Shareholders" the SEA Shareholders whose names
appeared on the register of members of SEA as at 4:00 p.m. on 15
May 2017, other than the Non-Qualifying SEA Shareholders
"Relevant Period" the period commencing on 30 September 2016,
being the date falling six months prior to the date of publication
of the Joint Announcement on 31 March 2017 and ending on the Latest
Practicable Date
"Restructuring" the corporate restructuring which involves,
among other things, the Assets Redistribution, the AGP Special
Dividend Payment, the Distribution in Specie and the Offer, and all
matters respectively relating thereto
"RMB" Renminbi, the lawful currency of the PRC
"SEA" S E A Holdings Limited, an exempted company incorporated
in Bermuda with limited liability, the shares of which are listed
and traded on the Main Board of the Stock Exchange (Stock code:
251)
APPENDIX V
DEFINITIONS
"SEA Board" the board of SEA Directors
"SEA Director(s)" the director(s) of SEA
"SEA Group" SEA and its subsidiaries
"SEA Share(s)" ordinary share(s) of HK$0.10 each in the capital
of SEA
"SEA Hong Kong Branch Tricor Standard Limited, being SEA's branch share
Share Registrar" registrar in Hong Kong
"SEA Remaining Group" SEA and its subsidiaries after the
Distribution in Specie
"SEA Shareholder(s)" holders of SEA Shares from time to time
"SEA Special Cash Dividend" the special dividend of HK$3.0 per
SEA Share as declared by SEA and approved at the special general
meeting of SEA held on 4 May 2017 which was paid on 21 June
2017
"SFC" the Securities and Futures Commission of Hong Kong
"SFO" the Securities and Futures Ordinance (Cap. 571, Laws of
Hong Kong)
"SP Agreement" a sale and purchase agreement entered into
between SEA and AGP on 31 March 2017 in relation to the sale and
purchase of the AGP Non-PRC Assets
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Subsidiary(ies)" having the meaning ascribed to it under the
Companies Ordinance (Cap. 622, Laws of Hong Kong)
"Takeovers Code" the Code on Takeovers and Mergers as in force
in Hong Kong from time to time
"Transfer Agent" the transfer agent for the AGP Shares in
respect of the Distribution in Specie, being DBS Vickers (Hong
Kong) Limited
"UK" the United Kingdom
"UK Takeovers Code" The City Code on Takeovers and Mergers as in
force in the United Kingdom from time to time
"US$" United States dollars, the lawful currency of the United
States of America
APPENDIX V
DEFINITIONS
"GBP" pound sterling, the lawful currency of the United
Kingdom
"%" per cent
The English text of this Composite Document and the Form of
Acceptance shall prevail over the Chinese text in case of any
inconsistency.
Hong Kong dollars has been used as the default currency
throughout this Composite Document unless otherwise stated.
Shareholder returns may increase or decrease due to currency
fluctuations.
For the purposes of this Composite Document, unless otherwise
stated the exchange rate of GBP1.00 = HK$9.7559 has been used where
applicable, for illustration purposes only, and does not constitute
a representation that any amount has been, could have been or may
be exchanged at such rates or any other rates or at all on any
date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRPGUCWMUPMUBR
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July 28, 2017 05:47 ET (09:47 GMT)
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