All Asia Asset Capital : Proposed Disposal & Notice of EGM

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). 6 March 2017 All Asia Asset Capital Limited ("All Asia Asset Capital", "AAA" or the "Company") Proposed disposal of Energy Central Limited And Notice of Extraordinary General Meeting

Further to the announcements of 15 December 2016 and 2 February 2017, the Board of AAA (AIM: AAA) announces that, on 3 March 2017, the Company entered into a conditional sale and purchase agreement (the "Sale & Purchase Agreement") with Chakris Kajkumjohndej (the "Purchaser") regarding the proposed disposal by the Company (the "Disposal") of AAA's entire interest in 100% of the issued share capital of Energy Central Limited ("Energy Central"), for a cash consideration equivalent to Thai Baht 34,889,000 (equivalent to approximately £810,000 based on current exchange rates). Energy Central's sole asset is the Company's interest in Andaman Power & Utilities Co., Ltd. ("APU"). Further information regarding Energy Central and recent events relevant to Energy Central can be found further below.

Completion of the Disposal is subject, inter alia, to the approval of AAA's shareholders ("Shareholders") at an extraordinary general meeting of the Company (the "EGM") which will be held at the offices of Buisson & Associes, 18 rue de Marignan 75008 Paris, France at 11:00 am on 24 March 2017.

A circular setting out the details of and the background to the proposed Disposal (the "Circular") and a notice to convene the EGM will shortly be posted on the Company's website (http://www.aaacap.com/).The Circular will be sent to Shareholders in the coming days.

The above summary should be read in conjunction with the full text of this announcement below and the Circular. Extracts from the Circular are set out below.

For further information:

All Asia Asset Capital Limited

Paniti Junhasavasdikul, General Counsel

Robert Berkeley, Executive Chairman and Finance Director Tel: [phone]

Tel: [phone]

www.aaacap.com

Allenby Capital Limited (Nomad & Broker) Nick Athanas / Nick Naylor / Alex Brearley Tel: [phone]

www.allenbycapital.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 region. 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 region 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.

Extracts from the Circular

(references to pages or paragraphs below refer to the relevant pages or paragraphs of the Circular)

ALL ASIA ASSET CAPITAL LIMITED (THE "COMPANY" OR "AAA") DISPOSAL OF 100% OF THE ISSUED SHARE CAPITAL OF ENERGY CENTRAL LIMITED AND NOTICE OF EXTRAORDINARY GENERAL MEETING INTRODUCTION

On 6 February 2017, the board of directors of the Company (the "Board" or the "Directors") received an initial approach regarding the purchase of 100% of the issued share capital of Energy Central Limited ("Energy Central") owned by the Company. Further information regarding Energy Central and recent events that are relevant to Energy Central can be found in the section titled 'Assets to be disposed of' further below. Energy Central's sole asset is the Company's interest in Andaman Power & Utilities Co., Ltd. ("APU").

The purpose of the Circular is to provide you with, among other things, (i) details of the proposed conditional disposal by the Company (the "Disposal") of 100% of the issued share capital of Energy Central for a cash consideration of Thai Baht 34,889,000 (equivalent to approximately £810,000 based on current exchange rates); and (ii) notice of an extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve the Disposal (the "EGM").

THE SALE & PURCHASE AGREEMENT

The Company has entered into a conditional sale and purchase agreement ("Sale & Purchase Agreement") with Chakris Kajkumjohndej (the "Purchaser"), pursuant to which the Company will sell, and the Purchaser will purchase, all of the shares of Energy Central (the "Sale Shares") owned by the Company on the terms and subject to the conditions set out in the Sale & Purchase Agreement. Completion of the Sale & Purchase Agreement is conditional on, inter alia, approval of Shareholders at the EGM. The principal terms of the Sale & Purchase Agreement are summarised below:

Parties

1. the Purchaser; and

2. the Company (as vendor).

Assets to be disposed of

The Company has conditionally agreed to sell, and the Purchaser conditionally agreed to acquire, all of the shares of Energy Central (the "Sale Shares") owned by the Company, on the terms and subject to the conditions set out in the Sale & Purchase Agreement.

Energy Central is an investment holding company which is incorporated in the British Virgin Islands and is wholly owned by the Company. Energy Central's sole asset is a 7 per cent stake in APU, a company that was originally intended to construct and operate a gas powered 200 megawatt electricity generation plant in southern Myanmar (the "Proposed Power Plant Project").

Between October 2013 and July 2014 the Company invested a total of US$1,800,000 in cash to acquire the Company's stake in APU (equivalent to approximately US$1,470,000 at current exchange rates). In addition in July 2014 the Company issued 11,000,000 new shares in AAA to the Purchaser as part consideration for the acquisition of shares in APU.

In September 2016, AAA announced that APU had become majority owned by United Power of Asia Public Company Limited ("UPA"), a public listed company in Thailand, and that APU was moving forward to further developments of 200 Megawatt plants in the region and was seeking financing for the project development.

On 15 December 2016, the Company announced that it had become apparent that, due to the actions of third parties, APU's effective economic interest in the project company which intends to construct and operate the Proposed Power Plant Project was likely to be substantially diluted and consequently be lower than originally anticipated by the Board. At that point in time, the Board estimated that it was likely that AAA's effective interest in the Proposed Power Plant Project would be reduced to a level in the region of 0.07% (assuming that no other events occur that could lead to further dilution of AAA's effective interest and assuming that a power purchase agreement between third parties became unconditional).

The Company's announcement of 15 December 2016 highlighted that the events (as described in summary above) would likely to lead to a very substantial decrease in the value of the Company's seven per cent. interest in APU. The value attributed to AAA's investment in APU in the Company's interim results for the period ended 30 June 2016, announced by the Company on 16 September 2016, was £4,338,000, which was based on an independent valuation report that was commissioned by the Company.

Despite making a number of enquiries, the Company has not been provided with any material or reliable update regarding the position with APU, as described above. The Board is doubtful as to whether any reliable update, information or explanation regarding the apparent difficulties concerning the Company's investment in APU will be forthcoming. As described in more detail in the the section titled 'The merits of the Disposal' further below, under the circumstances the Board believes that pursing the Disposal represents the most realistic available option for preserving value for Shareholders.

For the six months to 30 June 2016, as a non-trading holding company, Energy Central did not record any profits or revenues (on an unaudited basis). The aggregate unaudited current and non-current assets of Energy Central as at 30 June 2016 were £4,337,955. However, given that Energy Central's sole asset is the Company's interest in APU, these results should be considered in light of the apparent difficulties concerning the Company's investment in APU has experienced during 2016 (as described above and in the Company's announcement of 15 December 2016). In particular, Shareholders should be aware that the Company's announcement of 15 December 2016 highlighted that the difficulties concerning the Company's investment in APU would likely to lead to a very substantial decrease in the value of the Company's interest in APU.

The Consideration and the basis of its determination

The consideration for the Disposal is Thai Baht 34,889,000 payable in cash in US$ (equivalent to approximately £810,000 based on current exchange rates) (the "Consideration") upon Completion (as defined further below). The Consideration was determined after arm's length negotiations between the Company and the Purchaser.

Other terms of the Sale & Purchase Agreement

Upon the payment of Consideration by the Purchaser at Completion, the Company shall release the Purchaser and Mr. Upakit Pachariyangkun (the "Released Persons") from any and all claims, demands, obligations, liabilities, or causes of action which the Company has or shall have in relation to the purchase of APU's shares and potential damage to the Company due to the action(s) of the Released Persons or the majority shareholder(s) of APU. Mr. Upakit Pachariyangkun is the Chairman and founder of APU.

The merits of the Disposal

When evaluating the Consideration and the merits of the Disposal, the Directors have been mindful of the apparent difficulties concerning the Company's investment in APU, as outlined above and as announced by the Company on 15 December 2016. As such, in the context of these difficulties, the Directors consider that the Consideration is fair and reasonable and that pursing the Disposal is in the best interests of the Company and its Shareholders as a whole. The Directors believe that this is especially the case when compared with alternative courses of action, such as pursuing formal legal claims against the original sellers of the shares in APU, given the likely timeframe for the pursuit of any such legal claims and the uncertainly regarding the likelihood of a superior outcome from any such litigation.