AGP.L Regulatory News (AGP)

27 Feb 2007 17:49

Asian Growth Properties Limited27 February 2007 27th February, 2007 Asian Growth Properties Limited Related Party Transaction - ACQUISITION OF PROPERTY AT 4 LEIGHTON ROAD, CAUSEWAYBAY, HONG KONG The Board of Asian Growth Properties Limited (the "Company") (AIM Stock Code:AGP), the Hong Kong based property development and investment company, announcesthat on 27th February, 2007, the Company entered into the Agreement with SEAHwhereby SEAH has procured the sale of, and the Company has purchased, the entireissued share capital of the Sale Company upon the terms and conditions of theAgreement. Consideration and Completion The Consideration for the Acquisition of HK$7,058,924 (equivalent to aboutGBP460,765) was the actual unaudited net asset value (after making certainadjustments) of the Sale Company as at 31st December, 2006 as adjusted for thevaluation of the Property as at the same date. The Consideration was paid by theCompany to SEAH in cash on the date of Completion which took place on 27thFebruary, 2007. Immediately after Completion, the Group Companies have become indirectwholly-owned subsidiaries of the Company. Underlying Asset Acquired The Sale Company is an investment holding company which has no fixed asset otherthan the Property owned by Shine Concord, its sole wholly-owned subsidiary,which is the legal and beneficial owner of the Property and has good titlethereto. With a saleable area of about 761 square feet, the Property is the entire secondfloor of a 5-storey residential building in Causeway Bay, Hong Kong and iscurrently vacant. The Property is free from any Encumbrance and is not subjectto any option, right of pre-emption or right of first refusal. The Property hasbeen valued by an independent professional property valuer at an amount ofHK$7,000,000 (equivalent to about GBP456,919) as at 31st December, 2006. Reason for the Acquisition The Company is currently developing a 30-storey hotel with 206 guest-rooms onthe Leighton Road Site, scheduled for completion by the end of 2008. BeforeCompletion, the Company through its subsidiary owned the whole of the building(except for the Property) at 4 Leighton Road, Hong Kong which adjoins theLeighton Road Site. Upon Completion, the Company owns the whole building at 4 Leighton Road. It isintended that the building (of which the Property forms part) at 4 Leighton Roadwill be demolished and the site will be consolidated with the Leighton Road Siteto expand the development of the hotel with more guest rooms. General Information The Sale Company is an indirect wholly-owned subsidiary of SEAH which in turnholds an effective 96.43% shareholding interest in the Company. Accordingly,SEAH is a substantial shareholder of the Company and the Sale Company is anassociate of the substantial shareholder of the Company and the Acquisition, thesubject of the Agreement constitutes a related party transaction of the Companyunder the AIM Rules. The terms of the Agreement were negotiated and arrived at on an arm's lengthbasis. Messrs. David Carr Mathewson, David Andrew Runciman and Richard OtherPrickett, being directors of the Company who remain independent and have notbeen involved in the Acquisition as related parties (as defined in the AIMRules) consider, having consulted with Panmure Gordon (Broking) Limited, thenominated adviser of the Company, that the terms of the Agreement are fair andreasonable insofar as the shareholders of the Company are concerned. Note: An exchange rate of GBP1.00 = HK$15.32 has been used for the purpose of thisannouncement. Definitions In this announcement, unless the context clearly indicates a contrary intention,the following expressions shall bear the following meanings: "Acquisition" the acquisition by the Company and/or its nominated subsidiary of the Sale Share and the Group Loans; "Agreement" the Sale and Purchase Agreement relating to the Sale Company dated 27th February, 2007 and entered into between SEAH and the Company; "AIM" AIM, the market of that name operated by the London Stock Exchange; "AIM Rules" the rules of the AIM, published from time to time by the London Stock Exchange, governing the admission to and operation of AIM; "Board" the board of Directors; "Completion" completion of the Acquisition; "Consideration" the aggregate consideration payable by the Company in respect of the Acquisition; "Directors" the directors of the Company; "Encumbrance" any claim, charge, mortgage, security, lien, option, equity, power of sale, hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind;"GBP" British pounds, the lawful currency of the United Kingdom; "Group Companies" collectively, the Sale Company and its sole wholly-owned subsidiary Shine Concord; "Group Loans" all loans and other advances made by SEAH and/or its subsidiaries (other than the Group Companies) to the Group Companies as at the date of Completion; "HK$" Hong Kong dollars, the lawful currency of Hong Kong; "Hong Kong" the Hong Kong Special Administrative Region of The People's Republic of China; "Leighton Road the site owned by the Company at Nos. 6-20 Leighton Road,Site" Hong Kong; "London Stock London Stock Exchange plc.;Exchange" "Property" second floor of No. 4 Leighton Road, Hong Kong; "Sale Company" Perfect Records Investment Limited, a company incorporated in the British Virgin Islands with limited liability; "Sale Share" the one issued share in the Sale Company with a par value of US$1.00, being the entire issued share capital of the Sale Company; "SEAH" S E A Holdings Limited, an exempted company incorporated in Bermuda and its shares and warrants are listed and traded on the main board of The Stock Exchange of Hong Kong Limited; "Shine Concord" Shine Concord Investments Limited, a company incorporated in Hong Kong with limited liability; and "US$" United States dollars, the lawful currency of the United States of America. For more information: Don Fletcher Tel: +61 414 693 968Asian Growth Properties Limited Richard Gray Tel: +44 207 459 3600Andrew PottsPanmure Gordon & Co Leesa Peters Tel: +44 207 429 6666Conduit PRleesa@conduitpr.com This information is provided by RNS The company news service from the London Stock Exchange