TIDMASPL
RNS Number : 7088C
Aseana Properties Limited
24 January 2018
Aseana Properties Limited
("Aseana" or the "Company")
Update on shareholder consultation process and publication of
Shareholder Consultation Presentation
Aseana Properties Limited (LSE: ASPL), a property developer in
Malaysia and Vietnam listed on the Main Market of the London Stock
Exchange, announces, that further to the announcement made on 24
November 2017, it has today published a Shareholder's Consultation
Presentation, a copy of which can be obtained from the Company's
website at:
http://www.aseanaproperties.com/corporatepresentation.htm. The
presentation provides an update on the Company's progress in
executing its divestment policy, and details the alternative
proposals to the discontinuation resolution, on which the Board is
seeking feedback from shareholders ahead of the 2018 AGM.
Introduction and Background
At an extraordinary general meeting held on 22 June 2015,
shareholders voted in favour of the Board's proposals to amend the
Company's investment policy to enable a realisation of the
Company's assets in a controlled, orderly and timely manner, with
the objective of achieving a balance between periodically returning
cash to Shareholders and maximising the realisation value of the
Company's investments. As part of that vote, the Company committed
to dispose of all its assets by June 2018 and to propose an
ordinary resolution for it to cease trading as presently
constituted (the "Discontinuation Resolution") at its 2018 AGM
("2018 AGM"). If the Discontinuation Resolution is passed, the
Board is required, within 4 months, to convene an EGM of the
Company at which a special resolution shall be proposed requiring
the Company to be re-organised, re-constructed or wound up
voluntarily.
Whilst discussions continue to be held on the sale of most of
the Company's remaining assets, the Directors do not expect that
these discussions will be successfully concluded by June 2018. The
Company therefore announced on 24 November 2017 that the Directors
would consult with Shareholders to establish whether alternative
proposals to the discontinuation resolution should also be put
forward at the next AGM, in the interests of maximising value for
Shareholders.
Progress since 2015 extraordinary general meeting
Since the extraordinary general meeting held on 22 June 2015,
significant progress has been made by the Company in realising
assets in an orderly manner and in paying down project debts.
Highlights include:
-- disposal of assets generating gross proceeds of US$203 million;
-- borrowings have been reduced from US$204.6 million (as at 30
June 2015) to US$79.5 million (as at 30 September 2017). A further
repayment of medium term notes of US$4.7 million was made in
December 2017; and
-- the first capital distribution of US$10 million was made via
a tender offer to buy back shares at NAV in January 2017.
In addition, the Company has made significant operational
improvements at a number of assets which have driven increases in
the NAV and RNAV of the remaining assets:
NAV as NAV as RNAV as RNAV as
at 31 at 30 at 31 at 30
Dec 2015 Sept 2017 Dec 2015 Sept 2017
US$ million US$ million US$ million US$ million
----------------------- ------------- ------------- ------------- -------------
The RuMa Hotel
and Residences 20.79 30.9 32.71 44.83
----------------------- ------------- ------------- ------------- -------------
Four Points by
Sheraton Sandakan
Hotel 14.65 28.93 16.45 32.31
----------------------- ------------- ------------- ------------- -------------
Harbour Mall Sandakan 14.11 28.83 15.84 32.2
----------------------- ------------- ------------- ------------- -------------
SENI Mont' Kiara 21.57 13.2 24.36 14.22
----------------------- ------------- ------------- ------------- -------------
Seafront Resort
and Residential
Development, Kota
Kinabalu, Sabah 9.4 9.57 12.61 12.83
----------------------- ------------- ------------- ------------- -------------
City International
Hospital 23.45 28.27 25.49 30.43
----------------------- ------------- ------------- ------------- -------------
International
Healthcare Park -1.6 -4.2 17.43 12.79
----------------------- ------------- ------------- ------------- -------------
Total 102.37 135.5 144.89 179.61
----------------------- ------------- ------------- ------------- -------------
Expectations for the remaining realisation of assets
The Company expects to make significant progress selling assets
by the end of Q2 2018, and expects all remaining assets to have
been sold by 31 December 2020. The expected schedule of disposals
is as follows:
Expected
disposal
date
----------------------------------- ----------
The RuMa Hotel and Residences - Q2 2018
8% of units
----------------------------------- ----------
The RuMa Hotel and Residences - Q4 2019
35% of units
----------------------------------- ----------
Four Points by Sheraton Sandakan Q1 2020
Hotel
----------------------------------- ----------
Harbour Mall Sandakan Q4 2018
----------------------------------- ----------
SENI Mont' Kiara Q2 2018
----------------------------------- ----------
Seafront Resort and Residential Q2 2018
Development, Kota Kinabalu, Sabah
----------------------------------- ----------
City International Hospital Q2 2018
----------------------------------- ----------
International Healthcare Park - Q2 2018
1 unit
----------------------------------- ----------
International Healthcare Park - Q2 2019
11 units
----------------------------------- ----------
Alternative Proposals
Whilst the Board is obliged to put forward the Discontinuation
Resolution at the 2018 AGM, it is also seeking to identify
proposals that will be in the interests of all Shareholders of the
Company. The Board firmly believes that ceasing to trade and
placing the Company in liquidation at this time, which is what
would happen if the Discontinuation Realisation is passed, would
have a significant adverse impact upon shareholder value, which
could include:
-- the triggering of an Event of Default under the lending
covenants of some of the facility agreements, requiring immediate
repayment of loans;
-- depressed asset prices for all future asset sales;
-- reclassification of accounts on a "break-up basis"; and
-- operational disruption of the operating assets.
The Company therefore intends to consult with key shareholders
to collect their views on the alternative proposals to the
discontinuation resolutions, which may include:
-- shareholders rejecting the Discontinuation Resolution and for
the Company to continue in its current manner for a further two
years until the 2020 annual general meeting, where by an ordinary
resolution for the Company to cease trading will be put
forward;
-- the Company continuing the current realisation policy of
continuous asset disposals at prices at or close to their RNAV;
-- the Company using the asset's disposal proceeds to repay all
outstanding project debts, with a target to pay back all loans by
Q2 2019, and thereafter use disposal proceeds to make capital
distributions to shareholders;
-- the Development Management Agreement with Ireka Development Management Sdn Bhd ("IDM") to be renegotiated; and
-- further cost reductions in the Company's cost base as the
gross assets decline, including a decrease in the size of the Board
with effect from the 2018 AGM.
Further announcements will be made summarising the feedback from
the shareholder meeting and to detail any alternative proposals
that will be presented to shareholders at the 2018 AGM.
For further information:
Aseana Properties Limited Tel: +603 6411 6388
Chan Chee Kian Email: cheekian.chan@ireka.com.my
N+1 Singer Tel: 020 7496 3000
James Maxwell / Liz Yong (Corporate
Finance)
Sam Greatrex (Sales)
Tavistock Communications Tel: 020 7920 3150
Jeremy Carey / James Verstringhe Email: jeremy.carey@tavistock.co.uk
Notes to Editors:
London-listed Aseana Properties Limited (LSE: ASPL) is a
property developer investing in Malaysia and Vietnam.
Ireka Development Management Sdn Bhd ("IDM") is the exclusive
Development Manager for Aseana. It is a wholly-owned subsidiary of
Ireka Corporation Berhad, a company listed on the Bursa Malaysia
since 1993, which has over 50 years of experience in construction
and property development. IDM is responsible for the day-to-day
management of Aseana's property portfolio and the divestment of
existing properties.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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