All Asia Asset Capital : Placing to raise £125,000 and other matters

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

17 September 2019

All Asia Asset Capital Limited

("All Asia Asset Capital", "AAA" or the "Company")

Placing to raise £125,000

Proposed appointment of Director Proposed change of Investing Policy Proposed change of the Company's name and

Notice of Extraordinary General Meeting

All Asia Asset Capital (AIM: AAA) is pleased to announce that it has raised £125,000 (before expenses) by way of a Placing of 31,250,000 new Ordinary Shares in the Company at a Placing Price of 0.4 pence per share, conditional only upon Admission. It is intended that the net proceeds of the Placing will be used for additional working capital purposes. The Placing was arranged by Peterhouse Capital.

Further to the above, it is proposed that James Normand will join the Company's Board as an Executive Director upon Admission. Robert Berkeley will remain on the Board as the Company's Executive Chairman and Finance Director and Dominic Seah will remain as Independent Non-Executive Director.

The Company will also seek Shareholder approval to widen the geographic focus of the Company's Existing Investing Policy so that this includes investing in the European Region, via the adoption of the Proposed Investing Policy. It is also proposed that the Company change its name to All Active Asset Capital Limited, in order to align the Company's name with the Proposed Investing Policy.

A circular containing a Notice of General Meeting will be posted to shareholders in due course. The circular will contain a notice convening an Extraordinary General Meeting which is to be held at the offices of Allenby Capital Limited, 5 St. Helen's Place, London EC3A 6AB at 10.00 a.m. (UK time) on 10 October 2019.

An application will be made to London Stock Exchange for the Placing Shares to be admitted to trading on AIM and Admission is expected to occur at 8:00 am on or around 23 September 2019. Upon Admission, the Company's issued ordinary share capital will consist of 244,076,072 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 244,076,072. With effect from Admission, this figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company.

Upon Admission, Peterhouse Capital will be appointed as joint broker to the Company alongside Allenby Capital, the Company's existing nominated adviser and broker. Following Admission, the Company will grant a total of 1,562,500 warrants over new Ordinary Shares to Peterhouse Capital. Each warrant will entitle Peterhouse Capital to subscribe for one new Ordinary Share at an exercise price that is equal to the Placing Price, at any time until the date that is three years from Admission.

The above summary should be read in conjunction with the full text of this announcement and the circular, extracts from which are set out below. All capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section of this announcement and as defined in the Circular.

Extracts from the Circular

(References to pages or paragraphs below refer to the relevant pages or paragraphs of the circular. References to 'this document' refer to the circular.)

Placing to raise £125,000

Proposed appointment of Director Proposed change of Investing Policy

Proposed change of the Company's name to All Active Asset Capital Limited

and

Notice of Extraordinary General Meeting

Introduction

The Company announced on 17 September 2019 the Placing of a total of 31,250,000 Placing Shares to raise a total of £125,000 (before expenses). The Placing Shares are to be issued at the Placing Price, 0.4 pence per new Ordinary Share. The Placing Price is equal to the closing mid-market price of an ordinary share on AIM on 16 September 2019, being the last dealing day before the date of the announcement of the Placing.

Further to the above, it is proposed that James Normand will join the Board as an Executive Director upon Admission. Robert Berkeley will remain on the Board as the Company's Executive Chairman and Finance Director and Dominic Seah will remain as Independent Non-Executive Director.

The Company is seeking Shareholder approval to widen the geographic focus of the Existing Investing Policy so that this includes investing in the European Region, via the adoption of the Proposed Investing Policy. It is also proposed that the Company change its name to All Active Asset Capital Limited in order to align the Company's name with the Proposed Investing Policy. The Company's website address (www.aaacap.com) will remain unchanged, as will the Company's AIM symbol (AAA.L).

The purpose of this document is to explain the reasons for the Proposals, why the Board considers the Placing to be in the best interests of the Company and its Shareholders and why the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as they intend to do in respect of their beneficial interests amounting, in aggregate, to 14,914,575 Ordinary Shares representing 7.01 per cent. of the existing issued ordinary share capital of the Company at the date of this document.

Details of the Placing and Total Voting Rights

Through the Placing, the Company has raised a total of approximately £125,000 (before expenses) through the issue of 31,250,000 new Ordinary Shares, conditional only upon Admission. The Placing will be effected under the authority granted to the Board at the annual general meeting held on 30 July 2019 to allot and issue up to 31,923,910 Ordinary Shares on a non-pre-emptive basis.

The Placing Price of 0.4 pence is equivalent to the closing mid-market price of on 16 September 2019, being the latest practicable closing mid-market price prior to the announcement of the Placing on 17 September 2019. The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission. An application will be made to London Stock Exchange for the Placing Shares to be admitted to trading on AIM and Admission is expected to occur at 8:00 am on or around 23 September 2019. The Placing Shares will represent approximately 12.8 per cent. of the Company's enlarged share capital upon Admission.

Upon Admission, Peterhouse Capital will be appointed as joint broker to the Company alongside Allenby Capital, the Company's existing nominated adviser and broker. Following Admission, the Company will grant a total of 1,562,500 warrants over new Ordinary Shares to Peterhouse Capital. Each warrant will entitle Peterhouse Capital to subscribe for one new Ordinary Share at an exercise price that is equal to the Placing Price, at any time until the date that is three years from Admission.

Use of Proceeds of the Placing

It is intended that the proceeds of the Placing will be used for additional working capital purposes.

Proposed Board Change

On 14 May 2019 the Company announced that Wai Tak Jonathan Chu (Executive Director of the Company) had stepped down from the Board to focus on his other business interests. The Board stated that it intended to appoint a replacement director in due course. As such, it is proposed that James Normand will join the Board as an Executive Director upon Admission.

Further biographical details in respect of Mr Normand can be found below.

James Patrick Normand, aged 65, is, or has during the last five years been, a director of the following companies and partnerships:

Current directorships or partnerships	Past directorships or partnerships
Ubecorp Limited (formerly known as Nyota	Pathfinder Minerals plc
Minerals Limited)
	Central Rand Gold Limited
London Diocesan Fund (The)
	IM Minerals Limited
London Diocesan Board of Finance
	Micah Minerals Limited
Free Trade Barter (UK) Limited (formerly known
as Nyota Minerals (UK) Limited)
Global Resources Investment Trust PLC

Mr Normand is a member of the trustee board of the Parochial Church Council of the Ecclesiastical Parish of Holy Trinity with Saint Paul Onslow Square and Saint Augustine South Kensington, which is a body corporate under the terms of the Parochial Church Councils (Powers) Measure 1956 and a charity subject to the Charities Act 2011.

Mr Normand does not currently hold any Ordinary Shares in the Company.

Mr Normand has confirmed that there is no further information required to be disclosed pursuant to schedule 2(g) of the AIM Rules for Companies.

Proposed change of the Company's Existing Investing Policy

The Company is classified as an investing company under the AIM Rules. The Company's Existing Investing Policy is focused on investments 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 region. The Board and the Proposed Director believe that there are attractive opportunities for investment in European regions. The Board and the Proposed Director therefore believe that it is in the Shareholders' interests for the Company to continue as an investing company and that by amending the Company's Existing Investing Policy to include potential investments

in European regions, the Board and the Proposed Director consider that the Company is more likely to generate returns for Shareholders.

Resolution 3, which is to be proposed as an ordinary resolution, proposes the adoption of the Proposed Investing Policy by the Company. The Proposed Investing Policy is set out below with those parts being in bold and underlined showing the changes made from the Existing Investing Policy of the Company.

The Proposed Investing Policy is to be 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