Aseana Prop. Regulatory News (ASPL)

28 October 2011

Aseana Properties Limited ("Aseana" or "the Company")

Posting of Circular and Notice of Extraordinary General Meeting

Declaration of Interim Dividend

Aseana Properties Limited (LSE: ASPL), a property developer investing in Malaysia and Vietnam, listed on the Main Market of the London Stock Exchange, announces that a circular containing a notice of Extraordinary General Meeting will be sent to Shareholders today convening an Extraordinary General Meeting to be held at 10 a.m. (Singapore time) on 15 November 2011 at 20 Cecil Street, #21-02 Equity Plaza, Singapore 049705.

The purpose of the EGM is to seek Shareholder approval to:

·; authorise the Company to continue to reinvest capital realised from Existing Projects into other Existing Projects following 5 April 2012, as the Board may direct;

·; authorise the Directors to allot up to 63,757,500 Ordinary Shares, an amount equal to 30 per cent. of the Company's Issued Share Capital; and

·; adopt new articles of association of the Company to, amongst other things, add provisions to allow for all lawful distributions to be capitalised.

Reinvestment of Capital Returns - Resolution 1

As Shareholders will already be aware, since Admission, the Company's investment objective has been, and remains, to provide Shareholders with an attractive overall total return achieved primarily through capital appreciation by investing in property in Vietnam and Malaysia. The following statement was set out in the Prospectus in relation to reinvestment of capital by the Company:

"…To the extent that the Company has realisable profits, the Directors intend to achieve an appropriate balance between re-investing capital for future growth in accordance with the Company's investment strategy, and paying dividends to Shareholders. Notwithstanding, following the fifth anniversary of Admission, the Company will only reinvest capital with the sanction of an ordinary resolution in general meeting of the Company."

The Company was admitted to trading on 5 April 2007. At that time it was intended that the Company would have a five year investment window up to the fifth anniversary of Admission (5 April 2012) during which it would deploy its equity capital in projects. However, the global financial crisis and its aftermath has given rise to a more conservative investment environment in which projects have generally taken longer to identify, evaluate, obtain investment approvals for, develop and ultimately realise. As a result, based on the current portfolio and the expected completion dates of the Projects, the Company and the Manager anticipate that realised Invested Capital will continue to be required to fund Existing Projects after 5 April 2012 (the fifth anniversary of Admission).

Accordingly, the Board and the Manager are seeking authority from Shareholders to continue to reinvest realised Invested Capital into Existing Projects, in such manner as the Board may direct, until the earlier of the date of the annual general meeting of the Company in 2015 or such other date as the Shareholders may subsequently approve by ordinary resolution.

The Company's policy on New Projects remains unchanged from that set out in the Prospectus, in that, following the fifth anniversary of Admission, the Company will only reinvest Invested Capital in New Projects with the sanction of an ordinary resolution in general meeting of the Company.

In order to give Shareholders an opportunity to review the future of the Company, it remains the intention of the Board to propose an ordinary resolution at the annual general meeting of the Company in 2015 that the Company cease to continue as presently constituted, in line with the Prospectus.

Authority to Allot - Resolution 2

Article 2.4(c) of the Company's articles of association provides that the Company may give a general authority to the Directors to allot shares up to an aggregate of 30 per cent. of the then existing issued share capital of the Company. Under the existing articles of association, any authority given in accordance with article 2.4(c) is subject to renewal by Shareholders at the conclusion of the fifth annual general meeting of the Company following the granting of such authority. 

The Company is proposing a resolution authorising the Directors to allot up to 63,757,500 Ordinary Shares, an amount equal to 30 per cent. of the Company's Issued Share Capital, in accordance with article 2.4(c) of the Company's articles of association.

In accordance with the principles of good corporate governance, the authority conferred by this resolution will lapse on the date of the next annual general meeting, unless and to the extent that such authority is revoked, varied, renewed or extended prior to such date.

As set out in the Prospectus, unless authorised by Shareholders, the Directors do not intend to issue further Ordinary Shares for cash at a price that is below the prevailing Net Asset Value per Ordinary Share unless the Ordinary Shares are first offered pro rata to existing Shareholders.

Adoption of new Articles of Association - Resolution 3

The Company is proposing the adoption of new articles of association to allow for the lawful capitalisation of any amounts standing to the credit of the Company's reserve accounts (including capital or revenue reserves), the profit and loss account, or which is otherwise available for distribution to Shareholders. This amendment will facilitate distributions to Shareholders.

In addition, for ease of reference, the New Articles incorporate the changes which have previously been approved by special resolution of the Company on 19 March 2008 and 17 October 2008 and which have been in effect respectively since these dates. 

The proposed New Articles incorporate some other changes which are of a minor, technical or clarifying nature.

A copy of the New Articles will be available for inspection during usual business hours (Saturday and Sunday excepted) until the close of the EGM at the offices of Stephenson Harwood at 1 Finsbury Circus, London EC2M 7SH, at the Company's registered office at 12 Castle Street, St. Helier, Jersey JE2 3RT, Channel Islands or are available online at the website www.aseanaproperties.com. A copy of the New Articles will also be available fifteen minutes before the start of, and during, the EGM.

Declaration of Interim Dividend

Following the completion and disposal of certain of our property development projects, the Directors believe that it is appropriate to return some capital to Shareholders.

Accordingly, and conditional on the passing of Resolution 3 (Adoption of new Articles of Association), the Board recommends an interim dividend for the six months ended 30 June 2011 of US$0.01 per Ordinary Share. The dividend will be paid on 15 December 2011 to Shareholders on the register at the close of business on 25 November 2011. The Ordinary Shares will trade ex-dividend from 23 November 2011.

Voting requirements

Under the Companies Law, Resolutions 1 and 2 require a vote in favour by Shareholders holding a majority of the shares represented at the EGM, either in person or by proxy, and voting on the resolution.

Under the Companies Law, Resolution 3 requires a two thirds majority of the votes cast by Shareholders represented at the meeting, either in person or by proxy, and voting on the resolution in order for the resolution to be validly passed.

Recommendation

The Board believes that the adoption of the Resolutions to be proposed at the EGM to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the EGMas the Directors intend to do in respect of their own beneficial holdings, which amount in aggregate to 758,000 Ordinary Shares representing approximately 0.36 per cent. of the Issued Share Capital of the Company.

Terms defined in the circular published by the Company and dated 28 October 2011 shall be given the same meaning in this announcement unless otherwise stated.

The Circular will be available to view on the Company's website: www.aseanaproperties.com and has also been submitted to the UK Listing Authority and will shortly be available for inspection on the National Storage Mechanism at www.hemscott.com/nsm.do

For further information:

Notes to Editors:

London-listed Aseana Properties Limited (LSE: ASPL) ("Aseana" or "the Company"), is a property developer investing in Malaysia and Vietnam.

Aseana typically invests in development projects at pre-construction stage. Investment is made in projects where it is believed there will be a minimum 30% annualised return on equity ("ROE") on investments in Vietnam and a minimum 20% ROE on investments in Malaysia.

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 40 years experience in construction and property development. IDM is responsible for the day-to-day management of Aseana's property portfolio and the introduction and facilitation of new investment opportunities.