Announcement: Proposal for the Voluntary Winding-Up of the Company through the Disposal of Assets to Asian Growth Properties Co. Limited; The Payment of substantially all the Company??s Assets to AGP ...

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RNS Number: 2472W 13 November 2017

ASIAN GROWTH PROPERTIES LIMITED

(Incorporated in the British Virgin Islands and continued in Bermuda with limited liability)

Asian Growth Properties Limited ("AGP" or the "Company") PROPOSAL FOR THE VOLUNTARY WINDING-UP OF THE COMPANY THROUGH THE DISPOSAL OF ASSETS TO ASIAN GROWTH PROPERTIES CO. LIMITED THE PAYMENT OF SUBSTANTIALLY ALL THE COMPANY'S ASSETS TO AGP SHAREHOLDERS BY WAY OF A SPECIAL DISTRIBUTION THE CANCELLATION OF THE ADMISSION OF AGP SHARES TO TRADING ON AIM THE APPOINTMENT OF THE LIQUIDATORS AND THE VOLUNTARY WINDING-UP OF THE COMPANY AND AMENDMENT TO THE BYE-LAWS OF THE COMPANY

The Company is pleased to announce today the Proposed Disposal, Distribution and Winding-Up, which means the proposal for the voluntary winding-up of AGP through:

1. The disposal of assets to AGPCL,

2. The payment of substantially all AGP's assets to the AGP Shareholders by way of a special distribution,

3. The cancellation of the admission of AGP Shares to trading on AIM,

4. The appointment of the Liquidators, and

5. The winding-up of AGP.

A circular to AGP Shareholders will shortly be available on the Company's website at www.asiangrowth.com and has been posted to AGP Shareholders.

Extracts from the circular to AGP Shareholders are set out below.

The capitalised terms used in this announcement have the meaning set out in Appendix III to this announcement.

Sterling Pound and Hong Kong Dollar conversions throughout this announcement are based on the exchange rate of £1: HK$10.253.

This announcement contains inside information.

For more information, please contact:

Lincoln Lu Tel: [phone]

Chief Executive Officer and Executive Director Asian Growth Properties Limited

Angela Hallett / James Spinney Tel: [phone] Strand Hanson Limited

(Nominated adviser and broker)

APPENDIX I PROPOSAL FOR THE VOLUNTARY WINDING-UP OF THE COMPANY THROUGH THE DISPOSAL OF ASSETS TO ASIAN GROWTH PROPERTIES CO. LIMITED THE PAYMENT OF SUBSTANTIALLY ALL THE COMPANY'S ASSETS TO AGP SHAREHOLDERS BY WAY OF A SPECIAL DISTRIBUTION THE CANCELLATION OF THE ADMISSION OF AGP SHARES TO TRADING ON AIM THE APPOINTMENT OF THE LIQUIDATORS AND THE VOLUNTARY WINDING-UP OF THE COMPANY AND AMENDMENT TO THE BYE-LAWS OF THE COMPANY

1. INTRODUCTION

   Between March and September 2017, AGP, SEA and NLI completed the Original Reorganisation pursuant to which:

   • AGP disposed of all its entire Non-PRC Assets to SEA.

   • AGP made a special dividend payment to the AGP Shareholders in the amount of HK$10.35 (£1.06) per AGP Share.

   • SEA made a distribution in specie of all the AGP Shares then held by SEA to the qualifying SEA Shareholders.

   • NLI made the NLI Share Exchange Offer to the qualifying AGP Shareholders whereby the AGP Shareholders were given the opportunity to exchange their AGP Shares for SEA Shares and cash.

     The intentions of the Original Reorganisation were:

   • To create a clear division between the operation, management and sphere of activities of the AGP Group and the SEA Group; with the AGP Group's property assets being solely located within the PRC and the SEA Group's property assets being solely located outside the PRC.

   • To increase the number of AGP Shares in public hands.

   • To distribute cash surplus to its then current and anticipated future requirements to the AGP Shareholders.

Unfortunately, following the completion of the NLI Share Exchange Offer, the percentage of AGP Shares in public hands fell to approximately 2.23 per cent.

Due to limited liquidity in the AGP Shares and, in practical terms, a small free float, continued admission to trading on AIM no longer sufficiently provides AGP with the advantages of providing access to capital or enabling the AGP Shares to be used to effect acquisitions. In addition, with little trading volume, the AGP Share price is susceptible to volatility even where relatively low volumes of AGP Shares are traded.

The AGP Board believes that the prospect of raising significant new equity at AGP's existing valuation is remote given the limited liquidity in the AGP Shares and apparently limited investor appetite. In addition, the AGP Board does not believe it is in the interests of existing AGP Shareholders as a whole to issue a large number of AGP Shares at a discount simply to increase the free float.

Having considered the available options, the AGP Board considers that it would be in the best interests of AGP and AGP Shareholders as a whole for AGP to be wound-up and its assets distributed back to the AGP Shareholders.

In order to minimise the time it will take for the AGP Shareholders to receive their return of capital upon a winding-up, the AGP Board proposes that:

• All the AGP Existing Assets shall be sold (by way of disposal of the entire issued share capital of GT) from AGP to AGPCL at a fair value supported by a third party valuation report, and in return AGPCL shall transfer the entire issued share capital of the Swap Company to AGP. AGPCL is an indirect wholly-owned subsidiary of JCS and an associate of NLI, the controlling Shareholder of AGP, whereas the Swap Company is a direct wholly-owned subsidiary of AGPCL, as at the date of this announcement.

• Following the Disposal, AGP shall retain an amount of HK$0.50 million (£0.05 million) as winding-up expenses and distribute the remaining assets (comprising (i) cash of approximately HK$97.59 million (£9.53 million) and (ii) the entire issued share capital of the Swap Company (with a value of approximately HK$4,297.27 million (£419.12 million)) to the AGP Shareholders by way of a special distribution (the AGP Special Distribution Payment). It is proposed that NLI will receive the AGP Special Distribution Payment in a combination of issued shares of the Swap Company and cash, whereas all AGP Shareholders other than NLI will receive the AGP Special Distribution Payment in cash, in each case pro-rata to their respective AGP shareholding. Based on the current proposal, the AGP Shareholders other than NLI will receive cash of HK$4.9584 (£0.4836) per AGP Share held, whereas NLI shall receive a distribution of HK$4.9584 (£0.4836) per AGP Share held, which in aggregate comprises the entire issued share capital of the Swap Company and cash.

• A reduction in AGP capital shall be undertaken to provide sufficient distributable reserves to fund the AGP Special Distribution Payment.

• After completion of the AGP Special Distribution Payment, (i) the admission of AGP Shares to trading on AIM shall be cancelled; and (ii) the Winding-Up Resolution shall be approved to wind up AGP and appoint the Liquidators to undertake the orderly winding-up of AGP.

• To facilitate the winding-up of AGP, the Bye-laws Amendments approved by the Board are being put forward for approval by the AGP Shareholders at the SGM.

In addition, given the size of the Disposal, the Disposal is treated in accordance with the requirements of Rule 15 of the AIM Rules for Companies as a fundamental change of business of AGP. The Disposal is therefore conditional upon, inter alia, the passing by the AGP Shareholders of the Disposal Resolution at the SGM.

Given that the intention of the Proposed Disposal, Distribution and Winding-Up is