Aseana Prop. Regulatory News (ASPL)

7 August 2015

Aseana Properties Limited

("Aseana" or the "Company")

Proposals regarding the introduction of a compulsory redemption mechanism to return cash to Shareholders, posting of circular and notice of EGM

Aseana Properties Limited (LSE: ASPL), a property developer in Malaysia and Vietnam, listed on the Main Market of the London Stock Exchange, announces that it has today posted to the Company's shareholders ("Shareholders") a circular (the "EGM Circular") putting forward recommended Proposals regarding the introduction of a compulsory redemption mechanism to return cash to Shareholders, to be considered at an Extraordinary General Meeting.

The Extraordinary General Meeting will be held at 12 Castle Street, St. Helier, Jersey, JE2 3RT, Channel Islands at 9.30 a.m. on Thursday, 27 August 2015.

1. Introduction and background to the Proposals

On 22 June 2015, Shareholders approved the adoption by the Company of a Divestment Investment Policy pursuant to which the Company will seek to realise the Company's assets in a controlled, orderly and timely manner with a view to achieving a balance between (i) returning cash to Shareholders at such times and from time to time and in such manner as the Board may (in its absolute discretion) determine; and (ii) maximising the realisation value of the Company's investments. The Board aims to complete the disposal of the Company's assets by June 2018.

Subject to any decision by the Board to make further investments into the RuMa Project or to incur capital expenditure on existing projects in line with the Divestment Investment Policy, the net proceeds of portfolio realisations will be returned to Shareholders at such times and from time to time and in such manner as the Board may determine in its absolute discretion. The Board will take into consideration the Company's working capital requirements (including debt servicing and repayments), the cost and tax efficiency of returns of capital and the requirements of Jersey law.

As highlighted in the Chairman's letter in the circular to Shareholders dated 22 May 2015, the Board and the Manager are committed to realising the Company's assets in a controlled, orderly and timely manner with a view to achieving a balance between returning cash to Shareholders and maximising the realisation value of the Company's investments. The Board intends to make distributions of not less than US$20 million in 2015. These anticipated distributions are based on the Board's analysis of the Company's current cash balances and expected receivables from investments that have been contractually sold.

The Company currently anticipates a first distribution in the third quarter of 2015, subject to lenders' consents, the receipt of confirmatory certificates from the Company's reporting accountants and/or auditors to support the Directors' statement of solvency and any necessary Shareholder authorities.

The Board is also targeting additional cash distributions of US$20 million in 2015, which are predicated on the completion of certain planned additional asset disposals before the end of the year. This additional targeted amount is also subject to lenders' consents, the receipt of confirmatory certificates from the Company's reporting accountants and/or auditors to support the Directors' statement of solvency and any necessary Shareholder authorities.

The Chairman has today written to Shareholders to outline details of proposals (the "Proposals"):

• to convert the Ordinary Shares into redeemable shares and amend the Articles to incorporate provisions specifying the manner in which the Ordinary Shares can be redeemed by the Company so as to facilitate the return of cash to Shareholders; and

• in order to comply with the Law, prior to the conversion of the Ordinary Shares into redeemable shares, to amend the Memorandum and the Articles to incorporate a non-redeemable Management Share class and to authorise the Directors to issue two such Management Shares.

The Proposals require the approval by Shareholders by special resolution. Accordingly the Resolutions will be proposed at an EGM to be held at 9.30 a.m. on Thursday, 27 August 2015. Further detail on the Proposals and expected timing are set out below.

2. The Proposals

As the Group's assets are realised over time in accordance with the Divestment Investment Policy, the Board shall consider with its advisers the most appropriate mechanism for returning surplus cash equitably to Shareholders. The Board intends to seek the most efficient method of returning cash to Shareholders over time.

The Board currently believes that converting the existing issued Ordinary Shares into shares which can be redeemed at the option of the Company, in order to facilitate the return of cash to Shareholders by way of a compulsory redemption mechanism, is the most efficient mechanism for returning cash to Shareholders.

Ordinary Shares would be redeemed from all Shareholders pro rata to their existing holdings of Ordinary Shares and at such times as the Directors resolve, in their absolute discretion, to return realised cash to Shareholders in that manner (so far as it is practicable to do so depending on the size of holdings). It is intended that all Shareholders would be treated equally under any compulsory redemptions.

The Company may also consider other methods of returning cash to Shareholders from time to time, if it is in Shareholders' best interests to do so, including making tender offers to purchase Ordinary Shares. It is intended that all Shareholders will be treated equally under any return of cash.

The introduction of a compulsory redemption mechanism, and any subsequent compulsory redemption of Ordinary Shares, or other return of cash to Shareholders may be subject, amongst other things, to lenders' consents.

Amendment to Articles and conversion of Ordinary Shares

It is proposed that the existing Articles be amended to include, inter alia, provisions to allow the Directors to compulsorily redeem the Ordinary Shares on an ongoing basis in their absolute discretion in order to return cash to Shareholders.

The proposed amended Articles will describe, inter alia, the mechanism for how the compulsory redemptions will be effected by the Directors. The full wording of the amendments is set out in Part 3C of the EGM Circular.

In order for the Board to effect compulsory redemptions of Ordinary Shares, Shareholders will also need to approve the conversion of the Ordinary Shares into redeemable shares on the terms of the amended Articles.

Resolution 2 (Adoption of Compulsory Redemption Mechanism) to be proposed at the EGM, approving the conversion of the Ordinary Shares to redeemable shares and the amendments to the current Articles, is conditional on the passing of Resolution 1 to be proposed at the EGM (Creation and issue of Management Shares) (see further below). If Resolution 2 is not passed at the EGM, the Company will be unable to effect compulsory redemptions of Ordinary Shares in order to return realised cash to Shareholders. In such circumstances, the Board will consider alternative methods to return capital to Shareholders.

Procedure

Assuming the proposed amended Articles are adopted and the Ordinary Shares converted into redeemable Ordinary Shares, and if the Directors exercise their discretion to compulsorily redeem any given percentage of Ordinary Share capital on a relevant occasion, the Company will make an announcement in advance of the proposed date of redemption. The announcement to redeem will include the following details:

• the percentage of Ordinary Share capital to be redeemed by the Company on the Redemption Date (the "Relevant Percentage");

• a timetable for the redemption of the Relevant Percentage and distribution of redemption proceeds, including the Redemption Date;

• the Redemption Price per Ordinary Share (see below);

• the aggregate amount to be distributed to Shareholders;

• the new ISIN in respect of the balance of Ordinary Shares which will continue to be listed after the relevant Redemption Date; and

• any additional information that the Board considers necessary to advise Shareholders of in connection with the redemption.

Redemptions of Ordinary Shares will become effective at close of business on each Redemption Date, being a date chosen at the Directors' absolute discretion, as determined by the Directors to be in the best interests of Shareholders as a whole. In determining the timing of any Redemption Date, the Directors will take into account the amount of cash available for payment of redemption proceeds and the costs associated with such redemption.

Shareholders will receive the proceeds of redemption within 14 Business Days of the relevant Redemption Date, or as soon as practicable thereafter, at the Redemption Price, which will be based on the Directors' unaudited estimate of the Net Asset Value, taking into account the costs associated with the redemption. The actual percentage of the Net Asset Value per Ordinary Share attributable to costs will depend, inter alia, on the proportion of the Ordinary Shares remaining in issue.

Settlement

In the case of Ordinary Shares held in uncertificated form (that is, in CREST), redemptions will take effect automatically on each Redemption Date. Ordinary Shares held in CREST under the existing ISIN will be disabled and a new ISIN will on the next Business Day be applied to the remaining Ordinary Shares that have not been compulsorily redeemed.

In the case of Ordinary Shares held in certificated form (that is, not in CREST), redemptions will also take effect automatically on each Redemption Date. Since the Ordinary Shares will be compulsorily redeemed, certificated Shareholders do not need to return their share certificates to the Company in order to claim their redemption monies. Shareholders' existing share certificates will be cancelled automatically. New share certificates will be issued to each such Shareholder for the balance of their shareholding after each Redemption Date, and will be sent (at the recipient's risk) to the address entered on the register for the Shareholder at close of business on the relevant Redemption Date.

Shareholders will be paid their redemption proceeds in US Dollars. It is currently expected that the proceeds of redemption will be paid through CREST, where enabled, or otherwise by cheque (at the recipient's risk) within 14 Business Days of the relevant Redemption Date or as soon as practicable thereafter. The Directors reserve the right to pay proceeds of redemption by alternative means with costs related to such transfer being borne by the recipient. All Ordinary Shares that are redeemed will be cancelled with effect from close of business on the relevant Redemption Date. Accordingly, once redeemed, the relevant Ordinary Shares will be incapable of transfer.

Creation and issue of Management Shares

Pursuant to Article 55(3) of the Law, a Jersey registered company may not convert existing issued non-redeemable shares into redeemable shares if as a result there would be no issued shares of the company that are not redeemable.

Accordingly, the Board is proposing to amend the Memorandum and Articles of the Company to create a new, non-redeemable, class of Management Shares. Two Management Shares will be issued, one to each of the Manager and Legacy Essence Limited, following which the Board does not intend to issue any further Management Shares. Legacy Essence Limited is a significant shareholder of the Company and a related party of the Manager. The Management Shares will have voting rights at general meetings of the Company on the same basis as Ordinary Shares but will have limited rights on a return of capital and will not be entitled to dividends declared by the Company.

On the basis of the current issued Ordinary Share capital of 212,025,000 Ordinary Shares of US$0.05 each, following adoption of the Proposals, the two issued Management Shares of US$0.05 each will represent only 0.0000009 per cent. of the total voting rights of the Company exercisable at a general meeting. Accordingly, the Board believes that the effect on Shareholders by the creation and issue of the Management Shares will be negligible.

Resolution 1 to be proposed at the EGM relates to the creation and issue of the Management Shares. The proposed amendments to the Memorandum for the creation of the Management Shares are set out in Part 3A of the EGM Circular and the rights attached to the Management Shares are detailed in the proposed amendments to the Articles as set out in Part 3B of the EGM Circular.

3. Extraordinary General Meeting

The Proposals are subject to Shareholder approval at an Extraordinary General Meeting of the Company, which is to be held at 9.30 a.m. on Thursday, 27 August 2015. Under the Companies (Jersey) Law 1991, as amended, the Resolutions require a vote in favour by Shareholders holding at least two-thirds of the Ordinary Shares represented at the EGM, either in person or by proxy, and voting on the resolution, to be validly passed.

4. Directors' voting intentions and recommendation

The Directors consider that the Proposals are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting as they intend to do in respect of their own beneficial holdings which amount, in aggregate, to 2,483,000 Ordinary Shares representing 1.2 per cent. of the total voting rights of the Company.

5. Expected timetable of principal events

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

Words and expressions defined in the EGM Circular have the same meanings when used in this announcement unless the context requires otherwise. The EGM Circular and Notice of EGM have been submitted to the National Storage Mechanism and will shortly be available for public inspection at http://www.morningstar.co.uk/uk/nsm.

For further information:

 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 45 years of 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.