AGP.L Regulatory News (AGP)

JOINT SUPPLEMENTAL ANNOUNCEMENT

RELATING TO COMPLETION OF DISTRIBUTION IN SPECIE

SATISFACTION OF THE PRE-CONDITION FOR THE SHARE EXCHANGE OFFER

AND

FURTHER DELAY IN DESPATCH OF COMPOSITE DOCUMENT 

Financial adviser to Nan Luen International Limited

Reference is made to the joint announcement of S E A Holdings Limited ("SEA") and Nan Luen International Limited (the "Offeror") dated 31 March 2017 in relation to, among other things, the Share Exchange Offer (the "Joint Announcement"), the joint announcement of SEA and the Offeror dated 18 April 2017 in relation to the revised timetable and the joint announcement of the Offeror and Asian Growth Properties Limited ("AGP") dated 5 May 2017 in relation to the delay in despatch of the Composite Document (the "Delay in Despatch Announcement"), and the announcements of SEA and AGP dated 15 May 2017 in relation to, among other things, completion of the SP Agreement and the Distribution in Specie (the "Completion of Distribution Announcement"). Unless the context otherwise requires, capitalised terms used herein shall bear the same meanings as defined in the Joint Announcement.

SATISFACTION OF THE PRE-CONDITION

As disclosed in the Completion of Distribution Announcement, completion of the Distribution in Specie took place on 15 May 2017. The Pre-condition to the making of the Share Exchange Offer by the Offeror has therefore been satisfied.

FURTHER DELAY IN DESPATCH OF COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document, together with the accompanying form of acceptance and transfer regarding the Share Exchange Offer, are required to be despatched to the AGP Qualifying Shareholders (both existing and arising as a result of the Distribution in Specie) within 35 days of the date of the Joint Announcement, i.e. on or before 5 May 2017, unless consent is granted by the Executive to extend the deadline for the despatch of the Composite Document. As disclosed in the Delay in Despatch Announcement, the Executive has granted its consent and extended the latest time for the despatch of the Composite Document to 16 May 2017.

As additional time is required to finalise the information to be included in the Composite Document, an application has been made to the Executive pursuant to Rule 8.2 of the Takeovers Code for its consent to further extend the latest time for the despatch of the Composite Document and the accompanying form of acceptance and transfer regarding the Share Exchange Offer to no later than 5 June 2017, and the Executive has indicated that it is minded to grant such consent.

Further announcement(s) will be jointly made by the Offeror and AGP as and when appropriate.

Hong Kong, 17 May 2017

The directors of the Offeror as at the date of this joint announcement are:

The AGP Directors as at the date of this joint announcement are:

Richard Öther 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 6363

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)