TIDMAAA
RNS Number : 4959P
All Asia Asset Capital Limited
10 October 2019
10 October 2019
All Asia Asset Capital Limited
("All Asia Asset Capital", "AAA" or the "Company")
Result of Extraordinary General Meeting
Change of Investing Policy
All Asia Asset Capital (AIM: AAA) is pleased to announce that
all resolutions proposed at the extraordinary general meeting of
the Company held earlier today ("Extraordinary General Meeting")
were duly passed.
The proxy voting results for the resolutions are included
below:
Resolution Votes % of Votes % of Total % of
For* votes Against votes votes issued
cast cast cast share
capital
voted
1. To authorise the
directors to allot shares
in the Company or grant
rights to subscribe
for or to convert any
security into shares
in the Company over
up to 74,785,322 ordinary
shares. 44,743,725 100% - - 44,743,725 18.3%
2. To authorise the
directors following
completion of the Placing
to allot shares in the
Company or grant rights
to subscribe for or
to convert any security
into shares in the Company
over up to 74,785,322
ordinary shares for
cash. 44,743,725 100% - - 44,743,725 18.3%
3. That the Company's
investing policy be
changed to the Proposed
Investing Policy, as
set out in the circular
to shareholders dated
19 September 2019. 44,743,725 100% - - 44,743,725 18.3%
4. That the name of
the Company be changed
to "All Active Asset
Capital Limited", the
Company's Amended and
Restated Memorandum
and Articles of Association
be amended, approved
and filed, and the Directors
be authorised to take
all such steps considered
necessary to implement
the change of name of
the Company and the
adoption of the second
amended and restated
memorandum and articles
of association. 44,743,725 100% - - 44,743,725 18.3%
*Votes "For" include votes giving the Chairman discretion.
Change of Investing Policy
Following the passing of resolution 3 at the Extraordinary
General Meeting, the Company's investing policy is now as
follows:
The Company intends to invest in companies with at least the
majority of their operations (or early stage companies that intend
to have at least the majority of their operations) in the Asia
Pacific or European regions. The Company intends to invest in a
portfolio of companies with an initial focus on companies that
operate (or early stage companies that intend to operate) in
industries with likely high growth potential including, but not
limited to: agriculture, forestry and plantation, mining, natural
resources, property and/or technology.
The Directors intend to source and identify potential
investments in line with the Investing Policy through their own
research and network of contacts and possibly strategic
partnerships with other companies or persons who can assist the
Company in sourcing and identifying potential investments.
Investments are expected to be mainly in the form of equity
although investments may be by way of debt, convertible securities
or investments in specific projects. In the case of equity
investments, the Directors intend typically to take minority
positions (with suitable minority protection rights), primarily in
unquoted companies. Investments will therefore typically be of a
passive nature. However, whilst the Directors intend that typical
investments will constitute minority positions in investee
companies, should the Company make majority investments, the
Company may seek participation in the management or board of
directors of such an entity with a view to seeking to improve the
performance and growth of the business.
There is no limit on the size of an investment in a project. The
Directors expect that each investment will typically yield a
targeted internal rate of return of at least 20 to 30 per cent. per
annum. It is likely that a substantial portion of the Company's
financial resources will be invested in a small number of
companies, however the Company has not excluded the possibility of
making just one investment. Depending on the size of investments,
they may be deemed to be reverse takeovers for the purposes of the
AIM Rules, which would require Shareholder approval and
re-admission of the Company, as enlarged by the acquisition, to
trading on AIM.
In addition to paying the costs of the Company's ongoing
expenses, the Company's cash resources will primarily be used to
identify, evaluate and select suitable investment opportunities and
to make investments, either in part or in full, as applicable. The
Directors consider that as investments are made, or promising new
investment opportunities arise, further funding of the Company will
be required and they anticipate further equity fundraisings by the
Company. Subject to prevailing authorities to issue new Ordinary
Shares or, if required, with Shareholder approval, new Ordinary
Shares may be used as consideration, in whole or in part, for
investments. The Company will not be subject to any borrowing or
leverage limits. In order to mitigate investment risk, the
Directors intend to carry out a thorough due diligence process in
evaluating each potential investment including: site visits,
analysis of financial, legal and operational aspects of each
investment opportunity, meetings with management, risk analysis,
review of corporate governance and anti-corruption procedures and
the seeking of third party expert opinions and valuation reports
where the Directors see fit.
The Directors will apply investment criteria including: the
potential for capital growth and/or the potential for profit
generation with a view to receiving dividend income over time, high
attractiveness to potential buyers of the company in question in
order to facilitate exits and a strong and experienced management
team.
Given the time frame to fully maximise the value of an
investment, the Board expects that investments will be held for the
medium to long term, although short-term disposals of assets cannot
be ruled out in exceptional or opportunistic circumstances. The
Directors intend to re-invest the proceeds of disposals in
accordance with the Company's Investing Policy unless, at the
relevant time, the Directors believe that there are no suitable
investment opportunities in which case the Directors will consider
returning the proceeds to Shareholders in a tax efficient
manner.
Cash held by the Company pending investment, reinvestment or
distribution will be managed by the Company and placed in bank
deposits or in capital guaranteed schemes offered by major global
financial institutions, in order to protect the capital value of
the Company's cash assets. The Company may, where appropriate, also
enter into agreements or contracts in order to hedge against
interest rate or currency risks. Investments are expected to be
held by the Company or a subsidiary to be incorporated for the
purpose of holding an investment.
Any material change to the Company's Investing Policy will only
be made following the approval by ordinary resolution of
Shareholders in general meeting. In addition, if the Company has
not substantially implemented its Investing Policy within 18 months
of Admission, the Company will seek the approval of Shareholders at
its next annual general meeting for its Investing Policy and on
annual bases thereafter until such time that its Investing Policy
has been substantially implemented. If it appears unlikely that the
Company's Investing Policy can be implemented at any time, the
Directors will consider returning remaining funds to
Shareholders.
The Directors will review the Investing Policy on an annual
basis and will implement any non-material changes or variations as
they consider fit. Details of any such non-material changes or
variations will be announced as appropriate. Any material change or
variation of the Investing Policy will be subject to the prior
approval of Shareholders.
Proposed change of the Company's name
Following the passing of resolution 4 at the Extraordinary
General Meeting, the Company will, in due course, make a further
announcement regarding the timing of the completion of the change
of the Company's name to All Active Asset Capital Limited. The
Company's second amended and restated memorandum and articles of
association are available for download from the Company's website
(www.aaacap.com).
For further information:
All Asia Asset Capital Limited
Robert Berkeley, Executive Chairman and
Finance Director
James Normand, Executive Director
Tel: +44 (0) 207 621 8910
www.aaacap.com
Allenby Capital Limited (Nominated Adviser
and Joint Broker)
Nick Athanas / Alex Brearley
Tel: +44 (0) 203 328 5656
www.allenbycapital.com
Peterhouse Capital Limited (Joint Broker)
Lucy Williams / Duncan Vasey / Eran Zucker
Tel: +44 (0) 20 7469 0930
www.peterhousecap.com
About AAA
AAA is an investment company that has been established as a
platform for investors looking to access growing markets in the
Asia-Pacific and European regions. The Company invests in a
portfolio of companies with at least a majority of operations (or
early-stage companies that intend to have at least a majority of
their operations) in the Asia-Pacific or European regions in
industries with high growth potential including, but not limited
to: agriculture, forestry and plantations, mining, natural
resources, property, and/or technology. AAA is publicly quoted and
its shares are traded on the AIM Market, which is operated by the
London Stock Exchange.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMGMMMGGGNGLZM
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October 10, 2019 06:09 ET (10:09 GMT)
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