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ADVANCE SYNERGY BERHAD ("ASB")
Acquisition by ASB of an additional 11,116,300 ordinary shares of RM1.00 each in Advance Synergy Capital Berhad ("ASC"), a subsidiary of ASB, for a cash consideration of RM5,057,916.50 ("Acquisition") |
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ASB had on 25 September 2008 acquired 11,116,300 ordinary shares of RM1.00 each in ASC representing approximately 7.83% of the issued and paid-up of ASC (after excluding 14,912,535 ASC shares held as treasury shares as at 19 September 2008) for a total cash consideration of RM5,057,916.50 or RM0.455 per ASC share thus increasing ASB's equity interest in ASC to 63.92%. The purchase consideration was arrived at on a willing buyer and willing seller basis and was funded by group internal resources. The Acquisition was effected as direct business transactions in accordance with the rules, procedures and regulations of Bursa Malaysia Securities Berhad ("Bursa Securities"). As such, the information on the original cost of investment and the date of investment of the vendors are not publicly available. With the Acquisition, ASB now holds 90,731,500 ASC shares. The Acquisition enables ASB to increase its shareholding in ASC.
ASC was incorporated in Malaysia as a private limited company under the Companies Act, 1965 under the name of United Merchant Group Sdn Bhd on 10 January 1994. It subsequently converted into a public listed company on 4 April 1994 and assumed its former name of United Merchant Group Berhad and was listed on the Main Board of Bursa Securities on 18 August 1994. It changed its name to Advance Synergy Capital Berhad on 19 July 2002. ASC has an authorised share capital of RM1,000,000,000.00 comprising 1,000,000,000 ordinary shares of RM1.00 each, of which 156, 860,835 ordinary shares have been issued and fully paid-up. As at 24 September 2008, ASC held 14,916,535 ASC shares as treasury shares.
The principal activities of ASC are investment holding and provision of management services. The principal activities of the subsidiaries are investment holding, property investment and management services, design, building and fabrication of coaches and provision of bus transportation services and related management and other services. ASC also has investment in associated companies which are principally involved in general insurance, merchant banking, card and payment services, manufacturing of warp-knitted fabrics and manufacturing and trading of lingerie materials and accessories.
Based on the audited financial statements for the financial year ended 31 December 2007, the consolidated net loss and net assets of ASC Group are RM0.6 million and RM324.3 million respectively.
As ASB has more than 51% equity interest in ASC and ASC is a controller of Ace Synergy Insurance Berhad pursuant to the Insurance Act, 1996, ASB has proceeded to obtain prior approval from the Ministry of Finance through Bank Negara Malaysia to increase its shareholding in ASC, via an approval-in-principle letter dated 26 September 2008.
The Acquisition has no effect on the share capital and substantial shareholders' shareholdings of ASB as it does not involve any issuance of securities. The Acquisition is not expected to have any material impact on the earnings per share and net assets per share of ASB Group for the financial year ending 31 December 2008.
None of the directors, major shareholders and/or persons connected with the directors and major shareholders of ASB has any interest, direct or indirect, in the Acquisition.
[This announcement is dated 26 September 2008] |
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