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11 Sep 2017

Stephenson Harwood advises on reorganisation of S E A Holdings Limited and Asian Growth Properties Limited

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Law firm Stephenson Harwood has advised S E A Holdings Limited (SEA), Asian Growth Properties Limited (AGP) and Nan Luen International Limited (NLI), on their reorganisation.

As part of the deal, assets were redistributed between SEA and AGP, and SEA distributed its shares in AGP to its shareholders. The reorganisation also saw NLI make an unconditional voluntary share exchange and cash offer for all of the issued shares of AGP, other than those already owned by NLI and SEA. Prior to the reorganisation, AGP was a 97.17%-owned subsidiary of SEA, which in turn was a subsidiary of NLI. Following the completion of the reorganisation, SEA and AGP are now two defined groups held directly by NLI.

SEA is a Hong Kong based property and investment holding company, listed on the Main Board of The Stock Exchange of Hong Kong Limited. AGP is a property investor and developer, whose shares are traded on the AIM Market of the London Stock Exchange plc. "This was a particularly complex transaction which required an innovative legal framework," said Voon Keat Lai, managing partner of Stephenson Harwood in Greater China. "By drawing on the cross-border expertise of our international corporate team, which has extensive experience advising on such matters, we were able to offer holistic, commercially pragmatic advice."

The Stephenson Harwood team was led by Voon Keat Lai, who was assisted by senior associates Ivy Wong and Michelle Chung, and associates Sherman Wong and Diana Lo. English law advice was provided by London corporate partner Tony Edwards and senior associate Tom Page.

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