Archive | Asian Growth Properties

Published 4 November 2005

Trans Tasman Properties Ltd’s 64.64% shareholder, SEA Holdings Ltd of Hong Kong, said yesterday it hasn’t yet decided what size stake it will take in the proposed new company, Asian Growth Properties Ltd, except that it will exceed 50%.

SEA told the Hong Kong Stock Exchange it intended to maintain more than 50% of both the new AGP group & the remaining Trans Tasman group, either directly or indirectly.

Depending on the level of acceptances from Trans Tasman shareholders in the proposed reconstruction, various possible outcomes open up for SEA:

Its interest in Trans Tasman may fall from 64.64% to 50.1%
Trans Tasman’s interest in the new Asian company may fall from 100% to 61.2%, and
SEA may take a director 38.8% interest in the new company.

Accordingly, SEA’s effective interest in Trans Tasman’s remaining Australasian assets may fall from 64.64% to 50.1% while its effective interest in the Asian assets may increase from 64.64% to 69.45%.

Earlier stories:

23 October 2005: Trans Tasman sets course for Asian split

29 September 2005: Trans Tasman proposes splitting Asian assets into new company

If you want to comment on this story, write to the BD Central Discussion forum or send an email to [email protected].

Published 22 October 2005

Trans Tasman Properties Ltd has set up a new AGP, this time for its Asian assets.

It’s proposing to float Asian Growth Properties Ltd on the London Stock Exchange Alternative Investment Market (AIM). It would hold about 75% of existing group assets – net assets of about $307.5 million versus $102.5 million in New Zealand & Australia, according to Trans Tasman’s 30 September accounts.

The proposal will be put to Trans Tasman shareholders in a mailout at the end of November containing the notice of meeting, resolutions, an election form & prospectus. The date of the meeting to decide the group’s future hasn’t been set yet.

The company made its initial announcement of the proposed split on 28 September and released more detail on Friday. Its previous split of this nature was for its Australian assets, which were held by Australian Growth Properties Ltd and listed on the ASX until German fund manager Deka bought 80% of its portfolio in 2003.

In the proposal for the new AGP, Trans Tasman will offer existing shareholders a stake in the new company in an exchange on a pro rata buyback basis. The proportion of Asian Growth shares to be offered to them will be determined by Trans Tasman shareholders’ resolutions and the ratio for the exchange determined by net asset values.

Shareholders will be able to choose their preferred weighting in Trans Tasman or Asian Growth. The actual asset allocation & net asset values will be set out in the shareholder information package.

The first of 2 resolutions to be put to Trans Tasman shareholders will be a special resolution for the offer to them of all the shares in Asian Growth on a voluntary basis by way of an off-market share buyback, where shareholders will be entitled to exchange some or, depending on uptake, all of their Trans Tasman shares for Asian Growth shares. Secondly, an ordinary resolution for the offer of about 65% of the Asian Growth shares on the same basis.

If shareholders don’t pass either resolution, the proposed reconstruction won’t occur.

Shareholders will also be asked to elect, individually, what proportion of their shareholding they want to exchange for Asian Growth shares. The company’s board said the reconstruction would simplify Trans Tasman into 2 focused & identifiable investment vehicles. The Asian business would be listed on the AIM market, where Asian assets are desirable, and Trans Tasman would remain listed on the NZX.

“The board believes the reconstruction will reduce the share price discount to net asset value for both the Asian & Australasian assets of Trans Tasman and deliver benefits to all shareholders. Subject to final review, the board will recommend that shareholders elect to convert their pro-rata entitlement of Trans Tasman shares to Asian Growth shares to ensure that all shareholders enjoy the benefit of the reconstruction on a pari passu basis.”

Earlier story:

29 September 2005: Trans Tasman proposes splitting Asian assets into new company

If you want to comment on this story, write to the BD Central Discussion forum or send an email to [email protected].

Published 28 September 2005

Trans Tasman Properties Ltd wants to restructure the group by separating its Australasian & Asian assets, leaving only about 25% in the Australasian business.

Although I haven’t seen the detail yet, it’s conceivable that New Zealand investors will stay out of the Asian venture in sufficient numbers to enable controlling shareholder Jesse Lu to fold that part of Trans Tasman into his much larger Hong Kong-listed company, SEA Holdings Ltd, and the residual New Zealand assets could be acquired by any of a number of listed entities here, or the portfolio dismantled for sale of the parts.

Shareholders would have the right under the proposal to a pro rata exchange of shares in Trans Tasman & the new company (called Newco for the moment), leaving their proportional shareholding position in Trans Tasman unchanged.

Alternatively, they will be able to increase their weighting in one or the other.

“The separation will provide a clearer focus for each company & the respective management teams. Newco’s direct exposure to the deeper & potentially more liquid London market should also provide better opportunities for capital-raising to fund existing & future Asian projects,” Trans Tasman said.

It’s proposing that Newco, holder of the Asian assets, be domiciled in Bermuda & listed on the London Stock Exchange Alternative Investment Market (AIM).Trans Tasman said its proposal was to offer all or some of Newco’s shares to Trans Tasman shareholders in exchange for Trans Tasman shares on a pro rata buyback basis. The proportion of Newco shares to be offered would be determined on the basis of shareholders’ resolutions to be put to Trans Tasman shareholders. The values of the 2 companies would be determined by the current net asset value of the assets in each one. “As a guide, the board advises that the asset split will be approximately 75% to Newco & 25% to Trans Tasman, subject to final valuation.”The company said it would release more details in November.

Hong Kong-listed SEA Holdings Ltd, headed by Jesse Lu, increased its stake in Trans Tasman to almost 65% this year and it moved Trans Tasman’s head office to Singapore on 1 January 2005, saying management would be closer to significant investments and the shift would be tax-efficient.”

Earlier stories:

13 September 2005: SEA has 64.64% of Trans Tasman after deal with Powell completed

22 February 2005: Trans Tasman – Scary Mary or trim, taut & terrific?

10 November 2004: Trans Tasman to shift head office to Singapore

10 November 2004: Trans Tasman buys 3rd Hong Kong property

14 May 2004: Trans Tasman has a bloodletting session

29 April 2004: SEA offer for Trans Tasman “neither fair nor reasonable”

31 March 2004: Trans Tasman price hits 43c after SEA makes full bid

7 March 2004: Trans Tasman quick to act on investment policy switch

21 February 2004: 21 February 2004: Trans Tasman asset split 45% in each of HK & NZ, profit down, outlook positive

17 February 2004: Trans Tasman’s eye on Asia no surprise, but upsets institutions

23 May 2003: Trans Tasman & Australian Growth could disappear

If you want to comment on this story, write to the BD Central Discussion forum or send an email to [email protected].