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Aseana Properties Limited Proxy Solicitation & Information Statement 2025
10430_rns_2025-01-22_68778682-90b2-4ce3-8972-0109a5bd47f3.pdf
Proxy Solicitation & Information Statement
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NOT FOR ONWARD RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should consult immediately your stockbroker, bank manager, solicitor, accountant or other financial adviser, authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are not in the United Kingdom, another appropriately authorised professional adviser.
If you have sold or transferred all of your holding of Shares, please forward this document and the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
ASEANA PROPERTIES LIMITED
(Incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 94592)
Proposals to grant authority to allot and issue Fundraise Shares on a non-pre-emptive basis in connection with the proposed Fundraise
and
Notice of General Meeting
Financial Adviser
Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 10 to 14 of this document and the recommendations made by the Board in connection with the Fundraise and the Resolution.
The Directors, whose names appear on page 3 of this document, and the Company accept responsibility, collectively and individually, for the information contained in this document. To the best of the knowledge and belief of the Directors and the Company (each of whom have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
This document does not constitute or form part of any offer or instruction to purchase, subscribe for or sell any Shares or other securities in the Company 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 therefor. Accordingly, this document is not an approved prospectus for the purposes of, and as defined in, section 85 of the Financial Services and Markets Act 2000 (as amended) and has not been prepared in accordance with the Prospectus Rules, nor has it been approved by, or filed with, the FCA or by any other authority which could be a competent authority for the purpose of the Prospectus Rules.
Allenby Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to the Company in connection with the matters described in this document. Persons receiving this document should note that Allenby Capital Limited will not be responsible to anyone other than the Company for providing the protections afforded to customers of Allenby Capital Limited or for advising any other person on the arrangements described in this document. Allenby Capital Limited has not authorised the contents of, or any part of, this document and makes no representation or warranty, express or implied, as to the contents of this document and Allenby Capital Limited does not accept any liability whatsoever for the accuracy of any information or opinions contained in this document or for the omission of any information.
Allenby Capital Limited has given and not withdrawn its consent to the inclusion in this document of the references to its name in the form and context in which they appear.
Notice of the General Meeting of the Company to be held at Level 6M Boardroom, The RuMa Hotel and Residences, 7 Jalan Kia Peng, 50450 Kuala Lumpur, Malaysia at 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) on 24 February 2025 is set out at the end of this document. Shareholders are requested to complete and return the enclosed Form of Proxy as soon as possible. To be valid, Forms of Proxy for use at the General Meeting must be completed and returned, in accordance with the instructions printed thereon, to the registered office of the Company at 1st Floor, Osprey House, 5-7 Old Street, St. Helier, Jersey, JE2 3RG, Channel Islands by post as soon as possible and, in any event, so as to arrive no later than 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) on 21 February 2025 (or, in the case of an adjournment, not later than 24 hours (excluding weekends and public holidays) before the time fixed for the holding of the adjourned meeting).
FORWARD-LOOKING STATEMENTS
This document includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or "similar" expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless it is required to do so by applicable law.
NOTICE TO OVERSEAS PERSONS
The distribution of this document and/or the Form of Proxy in certain jurisdictions may be restricted by law and therefore persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Fundraise Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered, sold or delivered in, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Subject to certain exemptions, this document does not constitute an offer of Fundraise Shares to any person with a registered address, or who is resident in, the United States. There will be no public offer in the United States. The Fundraise Shares will not qualify for distribution under the relevant securities laws of Australia, Russia, Canada, the Republic of Ireland, the Republic of South Africa or Japan, nor has any prospectus in relation to the Fundraise Shares been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, the Fundraise Shares may not be offered, sold, taken up, delivered or transferred in, into or from any Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen of a Restricted Jurisdiction. This document does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any Fundraise Shares to any person in a Restricted Jurisdiction and is not for distribution in, into or from a Restricted Jurisdiction. The Fundraise Shares have not been approved or disapproved by the US Securities and Exchange Commission, or any other securities commission or regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Fundraise Shares nor have they approved this document or confirmed the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the US.
BASIS ON WHICH INFORMATION IS PRESENTED
Various figures and percentages in this document, including financial information, have been rounded and accordingly may not total. As a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data.
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DIRECTORS AND ADVISERS
Directors
Tian Huat Lim Independent Non-Executive Chairman
Dr Thong Kok Cheong Non-Executive Director
Registered Office
1st Floor Osprey House
Old Street
St. Helier
Jersey JE2 3RG
Channel Islands
Financial Adviser
Allenby Capital Limited
5 St Helen's Place
London EC3A 6AB
United Kingdom
Solicitors to the Company as to English Law
Howard Kennedy LLP
1 London Bridge
London SE1 9BG
United Kingdom
Solicitors to the Company as to Jersey Law
Walkers (Jersey) LLP
Walker House
28-34 Hill Street
St. Helier
Jersey JE4 8PN
Channel Islands
Solicitors to the Company as to Malaysia Law
Foong & Partners
13-1 Menara 1MK
Kompleks 1 Mont' Kiara
No 1 Jalan Kiara, Mont' Kiara
50480 Kuala Lumpur
Malaysia
Reporting Accountants and Auditors
PKF Littlejohn LLP
15 Westferry Circus
London E14 4HD
United Kingdom
Registrar
Computershare Investor Services (Jersey) Limited
13 Castle Street
St Helier
Jersey JE1 1ES
Channel Islands
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CONTENTS
| Page | |
|---|---|
| Key Statistics | 5 |
| Expected timetable of principal events | 6 |
| Definitions | 7 |
| Letter from the Chairman of Aseana Properties Limited | 10 |
| Notice of General Meeting | 15 |
KEY STATISTICS
Issue Price US$ 0.08
Number of Existing Shares at the date of this document* 173,187,498
Number of Ordinary Shares at the date of this document** 159,853,496
Number of Ordinary Shares in treasury at the date of this document 13,334,000
Number of Management Shares at the date of this document 2
Total number of voting rights in the Company at the date of this document 159,853,498
Number of Ordinary Shares following the Subscription** 228,043,496
Total number of voting rights in the Company following the Subscription 228,043,498
Total number of Shares admitted to trading following First Admission* 207,824,997
Total number of Shares admitted to trading following Second Admission* 241,377,498
Estimated gross proceeds of the Subscription c.US$5.45 million
Number of Fundraise Shares 68,190,000
ISIN of the Ordinary Shares JE00B1RZDJ41
SEDOL B1RZDJ4
*Includes the 13,334,000 Ordinary Shares held in treasury as at the date of the Circular.
**Excludes the 13,334,000 Ordinary Shares held in treasury as at the date of the Circular.
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6
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the proposed Fundraise 7 January 2025
Posting of this Circular and the Notice of General Meeting 21 January 2025
Date of this document 21 January 2025
Latest time and date for receipt of Forms of Proxy 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) on 21 February 2025
General Meeting 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) on 24 February 2025
Announcement of the results of the General Meeting through a Regulatory Information Service 24 February 2025
Expected admission and commencement of dealings in the First Admission Shares 8.00 a.m. on 27 February 2025
CREST accounts credited with uncertificated Subscription Shares 27 February 2025
Where applicable, definitive share certificates in respect of the Subscription Shares despatched by post within two months of proposed allotment and issuance
Expected publication of the Prospectus before 22 February 2026
Expected admission and commencement of dealings in the Second Admission Shares before 23 February 2026
Notes
1. If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
2. All events listed in the above timetable following the General Meeting are conditional on the passing, at the General Meeting, of the Resolution contained in the Notice of General Meeting.
3. All references to times in this document are to London times.
DEFINITIONS
The following definitions apply throughout this document, unless the context requires otherwise:
"Admission" together First Admission and Second Admission;
"Allenby Capital" Allenby Capital Limited, the Company's financial adviser;
"Articles" or "Articles of Association" the articles of association of the Company, as amended from time to time;
"Auditor" the auditor of the Company;
"Board" or "Directors" the directors of the Company as at the date of this document;
"Business Day" a day (excluding Saturdays and Sundays and public holidays in England and Wales) on which the banks are generally open for business in London for the transaction of normal banking business;
"Chairman" Tian Huat Lim, the Independent Non-Executive Chairman of the Company;
"this document" or "Circular" this circular to Shareholders incorporating the Notice of General Meeting;
"Company" or "Aseana" Aseana Properties Limited;
"CREST" the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & International Limited which facilitates the transfer of title to shares in uncertificated form;
"Disclosure Guidance and Transparency Rules" the UK disclosure guidance and transparency rules made by the UK Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000, as amended from time to time;
"Existing Ordinary Shares" the 159,853,496 Ordinary Shares in issue as at the date of this document;
"Existing Shares" the 173,187,498 Shares in issue as at the date of this document being the Existing Ordinary Shares, the Management Shares and the Treasury Shares;
"FCA" the United Kingdom Financial Conduct Authority;
"First Admission" admission of the First Admission Shares to the Official List Equity Shares (transition) category under Chapter 22 of the UK Listing Rules and to trading on the Main Market;
"First Admission Shares" the 34,637,499 new Ordinary Shares to be issued pursuant to the Subscription and subject to First Admission;
"Form of Proxy" the form of proxy for use by Shareholders in connection with the General Meeting;
"Fundraise" or "Subscription" the issue of the Subscription Shares at the Issue Price by the Company to the Subscriber pursuant to the terms of the Subscription Agreement and conditional on the passing of the Resolution;
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"Fundraise Shares" or "Subscription Shares"
up to 68,190,000 new Ordinary Shares to be issued pursuant to the Subscription;
"GBP" or "£" or "Sterling"
pounds sterling, the lawful currency of the United Kingdom;
"General Meeting" or "GM"
the general meeting of the Company to be held on 24 February 2025 at 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) (or any adjournment thereof), notice of which is set out at the end of this Circular;
"Group"
the Company and its subsidiaries from time to time;
"ICSD Ventures"
ICSD Ventures Sdn. Bhd., a wholly owned subsidiary of the Company;
"ISIN"
International Securities Identification Number;
"Issue Price"
US$ 0.08 per Ordinary Share;
"Listing Rules" or "UKLR"
the UK listing rules made by the UK Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000, as amended from time to time;
"London Stock Exchange"
the London Stock Exchange Group plc;
"Main Market"
the market of that name operated by the London Stock Exchange;
"Malaysian Ringgit" or "RM"
the Malaysian Ringgit is the currency of Malaysia;
"Management Shares"
The 2 management shares of US$0.05 each in the capital of the Company in issue as at the date of this document;
"MAR" or "UK MAR"
Market Abuse Regulation (EU) No 596/2014 of the European Parliament and the Council of 16 April 2014 which has effect in English law by virtue of the European Union (Withdrawal) Act 2018;
"Medium-Term Note"
the loan note entered into by Silver Sparrow, 100 per cent. subsidiary of the Company in 2011 amounting to RM 61 million plus accrued interest of RM 4.74 million as of 22 October 2024, guaranteed by OCBC Bank (Malaysia), Malayan Bank Bhd and Bank Pembangunan Malaysia Bhd, which Silver Sparrow defaulted on 19 December 2023;
"Notice of General Meeting" or "Notice of GM"
the notice convening the General Meeting set out on pages 15 to 16 of this Circular;
"Ordinary Shares"
ordinary shares of US$0.05 each in the capital of the Company from time to time;
"Prospectus"
means the approved prospectus to be published as soon as possible following the Subscription and no later than 22 February 2026 by the Company in connection with the Second Admission;
"Prospectus Rules"
the Prospectus Regulation Rules issued by the FCA;
"Register of Members"
the register of members of the Company;
"Registrar" or "Computershare"
Computershare Investor Services (Jersey) Limited;
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“Regulatory Information Service” a service approved by the London Stock Exchange plc for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange plc's website;
“Resolution” The ordinary resolution to be proposed at the General Meeting set out in the Notice of General Meeting;
“Restricted Jurisdictions” each and any of the United States of America, Australia, Belarus, Canada, Japan, New Zealand, Russia, the Republic of Ireland and the Republic of South Africa and any other jurisdiction where any offer of the Ordinary Shares or the distribution of this document would breach any applicable law or regulations;
“Rule 9 Threshold” such number of Subscription Shares (rounded down to the nearest Ordinary Share) as is equal to 29.9 per cent. of the Company's Ordinary Share and Management Share capital as at the date of their allotment;
“Second Admission” admission of the Second Admission Shares to the Official List Equity Shares (transition) category under Chapter 22 of the UK Listing Rules and to trading on the Main Market conditional on the publication by the Company of the Prospectus;
“Second Admission Shares” the up to 33,552,501 new Ordinary Shares to be issued pursuant to the Subscription and subject to Second Admission;
“Shares” Ordinary Shares and/or Management Shares as the context requires or permits;
“Shareholders” persons whose names are included on the Register of Members as holders of Shares from time to time;
“Subscriber” Neuchatel Investment Holdings Limited (BVI Company No.: 1782612), with address at 24 Leedon Heights, #11-33 Leedon Residence, Singapore 266220;
“Subscription Agreement” the conditional subscription agreement between the Company and the Subscriber dated 6 January 2025;
“Treasury Shares” the 13,334,000 Ordinary Shares held in treasury;
“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland;
“US” or “United States” the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction; and
“US$” or “$” United States Dollars, the lawful currency of the United States.
Letter from the Chairman
ASEANA PROPERTIES LIMITED
(Incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended)
with registered number 94592)
Directors:
Tian Huat Lim
Dr Thong Kok Cheong
Registered office:
1st Floor
Osprey House
Old Street
St. Helier
Jersey
JE2 3RG
Channel Islands
21 January 2025
Dear Shareholder,
Proposals to grant authority to allot Fundraise Shares on a non-pre-emptive basis in connection with the proposed Fundraise
and
Notice of General Meeting
- INTRODUCTION
On 7 January 2025, the Company announced a proposed Fundraise pursuant to the Subscription Agreement to raise approximately $5.45 million (before expenses), through the issue of the Subscription Shares to the Subscriber at the Issue Price of $0.08 per Ordinary Share.
Allotment of the Subscription Shares is conditional upon the passing of the Resolution. Admission of the Subscription Shares will take place in two tranches, it being expected that:
- 34,637,499 Subscription Shares (being the First Admission Shares) will be admitted to the Official List Equity Shares (transition) category under Chapter 22 of the UKLR and to trading on the Main Market on or around 27 February 2025; and
- conditional on the publication of the Prospectus, an estimated 33,552,501 Subscription Shares (being the Second Admission Shares) will be admitted to the Official List Equity Shares (transition) category under Chapter 22 of the UKLR and to trading on the Main Market on as soon as possible following the Subscription and no later than 23 February 2026.
The purpose of this document is, amongst other things, to explain the background to and reasons for the Fundraise and to explain why the Directors believe that the Fundraise will promote the growth and success of the Company for the benefit of the Shareholders as a whole, and seek Shareholders' approval to the passing of the Resolution at the General Meeting.
This document also contains the Directors' recommendation that Shareholders vote in favour of the Resolution. Notice of the General Meeting, at which the Resolution will be proposed, is set out at the end of this document. A Form of Proxy is also enclosed with this document for use at the General Meeting.
The Directors intend to vote in favour of the Resolution in respect of their own beneficial holdings in the Company which amounts in aggregate to 11,959,608 Ordinary Shares and represent approximately 7.5 per cent. of the Company's current voting rights.
The Directors believe that the Fundraise is the most appropriate way to raise funds for the Company. The Directors consider that the Fundraise provides greater certainty than other available means of raising additional funds in a timely fashion and minimises transaction costs.
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Should the Resolution not be passed at the General Meeting, the Subscription would not be capable of being implemented in accordance with the terms of the Subscription Agreement and the Company would remain in a precarious financial position. In the absence of any alternative funding proposals the Directors of the Company would need to consider taking steps to protect the interests of creditors.
2. REASONS FOR THE FUNDRAISE AND USE OF PROCEEDS
2.1 Background to and reasons for the Fundraise
The Company has been actively seeking to execute its strategic plan to divest its remaining assets, which include the RuMa Residences, the Sandakan Hotel and Harbour Mall, and the Kota Kinabalu Seafront Resort, with the objective of returning the net proceeds, after repaying all the Company's bank debt and other liabilities, to Shareholders.
On 30 April 2024, the Company published its full-year results for the year ended 31 December 2023, which was prepared on a non-going concern basis. This approach was necessitated by the Company's default under the Medium-Term Note programme, which financed the Company's assets, as the principal amount remained unpaid upon the Medium-Term Note's maturity date of 8 December 2023. In addition to this, the Company has faced other significant working capital challenges including funding its day-to-day operations whilst it seeks to dispose of its assets, which resulted in the Company raising $1 million through loans provided by a former director of the Company, an associate of a former director of the Company and RSMC Investment Inc. In addition to this, several changes were made to the composition of the Board during 2024, which included the departures of Robert Minty, Hock Chye Tan, Nicholas Paris, Thomas Holland, Helen Wong Siu Ming and Clare Muhiudeen as well as the appointments of the current board members, Dr Thong Kok Cheong and Tian Huat Lim.
Following the completion of various block disposals of the RuMa Residences, 20 residences remain available for sale. The Company is also engaged in discussions regarding the sale of the remaining plot of land in Kota Kinabalu. Efforts to manage the sale of the Sandakan Hotel asset included the execution of a supplemental sale and purchase agreement on 30 June 2023, with proceeds valued at RM 165 million. As part of this agreement, the Company sought an initial redemption amount of RM 61 million, intended to be paid towards redeeming the Medium-Term Note, with the remaining balance due 45 days after receipt of the redemption amount. However, following significant delays, the Company announced on 9 October 2024 that the transaction had been terminated due to the lack of progress with the purchaser. The requirement to recapitalise the Group's balance sheet has compelled the Company to undertake the Fundraise while continuing to aggressively pursue its asset disposal strategy.
2.2 Current trading and prospects
On 5 November 2024 the Company received notice from Maybank Investment Bank Berhad regarding the appointment of KPMG Corporate Restructuring PLT as receivers and managers for ICSD Ventures Sdn Bhd, a wholly owned subsidiary of the Company. This appointment pertains to a debenture dated 10 November 2011, which grants the debenture holder a fixed and floating charge over the entirety of ICSD Ventures' undertaking and assets, which includes the Sandakan Mall.
On 17 December 2024 Aseana announced that OSK Capital Sdn Bhd and Amatir Resources Sdn Bhd, a wholly owned subsidiary of the Company, agreed an extension to the repayment date of a RM 6.5 million credit facility provided to by OSK Capital Sdn Bhd and a rescheduling of the principal repayment. The credit facility was due for repayment on 30 November 2024.
As announced on 27 December 2024, the Company and its ultimate operating subsidiary, Urban DNA Sdn Bhd on 19 December 2024 filed legal action at the Kuala Lumpur High Court in Malaysia (Commercial Division) against the following persons: (i) Helen Siu Ming Wong (a former director of the Company and Urban DNA Sdn Bhd); (ii) Nicholas John Paris (a former director of the Company); (iii) Tan Hok Chye (a former director of the Company and Urban DNA Sdn Bhd); (iv) Thomas Patrick Holland (a former director of the Company and Urban DNA Sdn Bhd); (v) Jenny Lee Gyn Li (spouse of Thomas Patrick Holland); and (vi) RSMC Investment Inc. The Company will provide further updates on these matters at the appropriate time.
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Effective from 1 January 2025, Leong Kheng Cheong was appointed as non-board CEO of the Company. Leong Kheng Cheong, a fellow member of the CPA Australia, brings with him over 28 years of finance and strategic leadership experience across diversified industries in FMCG & luxury retailing, commercial property development & management, automotive distribution and financial institutions across Hong Kong, Mainland China and Southeast Asia. He has held senior positions in reputable multinational corporations prior to the appointment, most recently the Finance Director, Group Planning & Reporting of the DFI Retail Group (a pan-Asian retail conglomerate of the Jardines Group) in Hong Kong, as well as the Financial Planning & Analysis Director of Tesco Property Limited (a subsidiary of Tesco Plc) in China.
2.3 Use of proceeds
The Fundraise is anticipated to raise proceeds of approximately c.US$5.45 million (before expenses). It is intended for the net proceeds of the Fundraise, in addition to the Company's existing available cash, to be utilised to address the critical financial challenges affecting its operations.
Repayment of Bank Facilities
A significant portion of the Subscription proceeds will be utilised to repay outstanding bank facilities to forestall foreclosure actions initiated by the receivers and managers of ICSD Ventures, the owner of the Sandakan Hotel asset, which is currently in receivership. The remaining balance of the repayment on the facilities is expected to be sourced through new debt financing. The success of the sourcing of this debt financing will be dependent on the outcome of the Subscription.
Operating Capital
To sustain the Company's ongoing operations, a portion of the Fundraise proceeds will be utilised towards working capital to cover essential operating expenses including: (i) payment of fees to advisers and consultants engaged in the financial and operational restructuring of the Company, including legal action to safeguard some of Aseana's assets; and (ii) payment of salaries and related benefits to employees to ensure continuity of operations.
This allocation is essential to stabilise the Group's financial position, maintain operations, and ensure the long-term viability of the Company. The Board believes these measures are in the best interests of Shareholders and will support the Company's efforts to restore shareholder value.
3. DETAILS OF THE FUNDRAISE
Pursuant to the terms of the Subscription Agreement the Subscriber conditionally applies for the allotment and issue to it of such number of new Ordinary Shares as is equal to the Rule 9 Threshold at the Issue Price of US$0.08 cents per Ordinary Share. The Subscription is conditional, inter alia, on:
i. the Resolution having been passed without material amendment;
ii. First Admission; and
iii. there having been no material adverse change in the business, operations, financial condition, assets, or prospects of the Company from the date of the Subscription Agreement until the passing of the Resolution without material amendment.
The Company and Subscriber intend that on allotment and issuance, the Subscriber's aggregate interest in Shares will not exceed the Rule 9 Threshold. In the event that the number of Subscription Shares on allotment and issuance would result in the Subscriber's aggregate interest in the Shares exceeding the Rule 9 Threshold, the Company, in consultation with the Subscriber, shall determine the number of Subscription Shares as shall result in the Subscriber's aggregate interest in the Shares not exceeding the Rule 9 Threshold.
Under UKLR 22.2.1 it is a continuing obligation of the Company's listing that all of the Ordinary Shares are admitted to trading. In order to meet this obligation, under the Subscription Agreement the Subscription is conditional on First Admission and, in accordance with UKLR 22.2.5, the Company undertakes to take all such steps as are required in order to ensure Second Admission occurs as soon as possible and by not later than 23 February 2026. In the event that Second Admission does not occur by 23 February 2026 the Company would be in breach of its obligation under UKLR 22.2.1 and the admission of its Ordinary Shares could be cancelled.
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Save for Shareholder approval at the General Meeting, the conditions pursuant to the Subscription Agreement may be waived in whole or in part by the Subscriber in its absolute discretion by notice in writing to the Company. The Subscriber may agree in writing to extend the time for satisfaction of any or all of these conditions.
4. BACKGROUND ON THE SUBSCRIBER
Neuchatel Investment Holdings Limited is wholly owned by Mr. Lim Kian Onn, a highly regarded Malaysian banker, businessman, and investor with an extensive track record in the financial services, aviation and the hospitality sectors amongst others.
Mr. Lim is a member of the Institute of Chartered Accountants in England and Wales (ICAEW) and is recognised as a prominent figure in the Malaysian business community. His notable achievements include: (i) co-founding ECM Libra Investment Bank; (ii) being a founding shareholder in prominent ventures, amongst them AirAsia X, Tune Hotels, Tune Insurance, and Epsom College Malaysia, the Asian campus of Epsom College UK; (iii) serving as the Chairman of Plato Capital Limited, a Singapore-listed company, and the ECM Libra Group, listed on the Kuala Lumpur Stock Exchange; and (iv) co-founding the Ormond Hotel Group, an award-winning hospitality group with several accolades, including Asia's best airport hotel and Malaysia's best boutique hotel. Mr. Lim is currently Executive Chairman of the Ormond Hotel Group.
Mr. Lim played the lead role as Deputy Chairman of AirAsia X from 2020 to 2022 where he was instrumental in navigating AirAsia X through financial difficulties and implementing strategies to stabilise and revitalise the airline. Mr. Lim's leadership was pivotal in restructuring initiatives aimed at ensuring the airline's survival and positioning it for recovery and growth in the competitive aviation industry.
The Subscription with Neuchatel Investment Holdings Limited represents a strategic alignment for the Company with a seasoned and respected investor whose experience in financial restructuring, corporate governance and business development, particularly in the hospitality industry, coupled with extensive Malaysian banking relationships is expected to potentially bring significant value to the Company.
5. GENERAL MEETING
Notice of the General Meeting of the Company to be held at Level 6M Boardroom, The RuMa Hotel and Residences, 7 Jalan Kia Peng, 50450 Kuala Lumpur, Malaysia at 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) on 24 February 2025 is set out at the end of this document.
At the General Meeting, Shareholders will consider the resolution outlined in the notice of meeting, below.
6. ACTION TO BE TAKEN
Shareholders will find enclosed with this Circular a Form of Proxy for use in connection with the General Meeting. Shareholders are requested to complete and return the enclosed Form of Proxy as soon as possible.
To be valid, Forms of Proxy for use at the General Meeting must be completed and returned in accordance with the instructions printed thereon to the registered office of the Company at 1st Floor, Osprey House, 5-7 Old Street, St. Helier, Jersey, JE2 3RG, Channel Islands by post as soon as possible and, in any event, so as to arrive no later than 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) on 21 February 2025 (or, in the case of an adjournment, not later than 24 hours (excluding weekends and public holidays) before the time fixed for the holding of the adjourned meeting). CREST members can also vote by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice. The completion and return of a Form of Proxy will not preclude a Shareholder from attending the GM and voting in person should he subsequently wish to do so.
The results of the votes cast at the General Meeting will be announced as soon as possible, once known, through a Regulatory Information Service.
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- RECOMMENDATION
The Board considers the Fundraise to be in the best interests of the Company and its Shareholders as a whole and therefore the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as they intend to do in respect of their own and associated holdings of 11,959,608 Ordinary Shares (representing approximately 7.5 per cent. of the Company's current voting rights).
Shareholders should note that in the event that the Resolution is not be passed at the General Meeting, the Subscription would not be capable of being implemented in accordance with the terms of the Subscription Agreement and the Company would remain in a precarious financial position. In the absence of any alternative funding proposals, the Directors of the Company would need to consider taking steps to protect the interests of creditors.
Yours faithfully,
Tian Huat Lim
Independent Non-Executive Chairman
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Notice of General Meeting
ASEANA PROPERTIES LIMITED
(Incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended)
with registered number 94592)
NOTICE IS HEREBY GIVEN that a General Meeting of the Shareholders of Aseana Properties Limited (the "Company") will be held at Level 6M Boardroom, The RuMa Hotel and Residences, 7 Jalan Kia Peng, 50450 Kuala Lumpur, Malaysia 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) at 24 February 2025 to consider and, if thought fit, pass the following resolution.
ORDINARY RESOLUTION
THAT, in accordance with Article 2.3 of the articles of association of the Company (the "Articles"), the board of directors (the "Board") be authorised to exercise all powers of the Company and the Board to allot and/or issue up to an aggregate of 68,190,000 Ordinary Shares, at the Issue Price of US$0.08 each, in order to effect the subscription pursuant to the subscription agreement dated 6 January 2025 between the Company and Neuchatel Investment Holdings Limited PROVIDED that this authority, unless duly renewed, varied or revoked prior to its expiry date, shall expire on the conclusion of the next annual general meeting of the Company following the passing of this resolution. Such authority shall be in substitution for any authorities conferred upon the Board in accordance with article 2.3 of the Articles, which authorities (to the extent they remain in force and unexercised) are hereby revoked.
Dated: 21 January 2025
By Order of the Board
Registered Office
1st Floor
Osprey House
5-7 Old Street
St. Helier
Jersey
JE2 3RG
Channel Islands
Notes:
(a) A member of the Company entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy to attend and, on a poll, to vote in his or her place. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion, provided each proxy is appointed to exercise rights attached to different shares.
(b) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be deposited with the Company's registered office at 1st Floor, Osprey House, 5-7 Old Street, St. Helier, Jersey, JE2 3RG, Channel Islands, or at such other place as is specified for that purpose in the notice of the meeting or in the instrument of proxy issued by the Company, so as to be received as soon as possible and, in any event, by no later than 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) on 21 February 2025 or, in the case of a poll, at least 24 hours (excluding weekends and public holidays) before the time appointed for taking the poll and, in default the instrument of proxy shall not be treated as valid.
(c) Details of how to appoint a proxy are set out in the notes to the Form of Proxy.
(d) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Computershare Investor Services PLC (ID 3RA50) no later than 5.30 p.m. Malaysia time (9.30 a.m. Greenwich Mean Time) on 21 February 2025 or, in the event of an adjournment of the Meeting, 24 hours (excluding weekends and public holidays) before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
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After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
(e) Unless a poll is demanded a declaration by the chairman of the General Meeting that a resolution has been carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A resolution put to vote of a meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands, a poll is duly demanded. A proxy may demand, or join in demanding, a poll. At the General Meeting, and as is the usual practice of the Company, resolutions will be put to vote on a poll by the chairman of the General Meeting.
(f) On a poll every member present in person or by proxy shall have one vote for every share of which he is the holder. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members of the Company.
(g) A corporation (whether or not a company within the meaning of the Companies (Jersey) Law 1991 (as amended)) which is a member would, by resolution of its Directors or other governing body, be able to authorise such person as it thinks fit to act as its representative at any meeting of the Company.
(h) As permitted by Article 40(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999, only persons entered on the register of members of the Company not later than 24 hours before the time appointed for the meeting (or any adjournment thereof) are entitled to attend and/or vote at the meeting (or any adjournment thereof) in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time will be disregarded in determining the rights of any person to attend and/or vote at the meeting (or any adjournment thereof).
(i) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given in the Form of Proxy, a proxy may vote or abstain from voting at his or her discretion. If a member selects two or more voting preferences, the member's vote will be discontinued. If members wish to vote differently in respect of different shares, they will need to complete additional Forms of Proxy. A proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matters which are put before the meeting.
(j) To change instructions relating to a proxy, members must submit a new proxy appointment. Any amended proxy appointment received after the time for holding the meeting or any adjourned meeting will be disregarded. If a member submits more than one valid proxy appointment, the latest appointment received prior to the deadline for the receipt of proxies will take precedence.
(k) In order to revoke a proxy instruction, members will need to inform the Company by sending a signed hard copy notice clearly stating their intention to revoke their proxy appointment to the Company. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed by a duly authorised officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy of such power of attorney) must be included with the revocation notice. The revocation notice must be received by the Company no later than the commencement of the meeting or adjourned meeting at which the vote is given or, in the case of a poll taken more than 24 hours after it has been demanded, before the time appointed for taking the poll. If a member attempts to revoke a proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly before, the member's proxy appointment will remain valid.
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