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Reference is made to our announcements dated 26 September 2008, 14 October 2008, 15 October 2008, 22 October 2008, 23 October 2008, 10 November 2008, 14 November 2008 and 24 November 2008 and the offer document dated 16 October 2008 ("Offer Document") in relation to the Offer.
On behalf of the Board of Directors of ASB, Aseambankers wishes to announce that the Minister of Finance ("MoF") had via Bank Negara Malaysia's letter dated 27 November 2008 approved ASB's application to acquire up to 100% shareholding in Advance Synergy Capital Berhad ("ASCAP") via open market acquisitions and the Offer pursuant to Section 67(2) of the Insurance Act, 1996.
In view that all required approvals for the Offer as set out in Section 2.2 of the Offer Document have been obtained, the Offer is hereby declared unconditional as at 27 November 2008.
In accordance with the Malaysian Code on Take-Overs and Mergers, 1998 ("Code"), if ASB receives complete and valid acceptances from the shareholders of ASCAP on or before the date of this announcement, payment will be made within twenty-one (21) days from the date of this announcement (i.e. the Offer becomes or is declared unconditional). If complete and valid acceptances are received by ASB after the date of this announcement, payment will be made within twenty-one (21) days from the date the valid acceptances are received from the shareholders of ASCAP.
As at 5.00 p.m. on 27 November 2008, ASB has received acceptances for 24,749,207 ASCAP Shares representing 17.44% of the total issued and paid-up share capital of ASCAP (excluding ASCAP Shares held as treasury shares), details of which are set out in Table 1.
The abovementioned acceptances for 24,749,207 ASCAP Shares received by ASB will result in ASB holding a total of 119,503,807 ASCAP Shares representing 84.19% of the total issued and paid-up share capital of ASCAP (excluding ASCAP Shares held as treasury shares).
Pursuant to paragraph 8.15(1) of the Listing Requirements of Bursa Malaysia Securities Berhad, a listed issuer must ensure that at least 25% of its total listed shares are in the hands of a minimum of 1,000 public shareholders holding not less than 100 shares each.
In this connection, Section 8.1 of the Offer Document states that ASB has no intention to maintain the listing status of ASCAP or to request for an extension of time from Bursa Securities to rectify the situation in the event ASCAP fails to fulfill the shareholding spread requirement of Bursa Securities resulting from the valid acceptances received by ASB under the Offer.
Shareholders of ASCAP who have yet to accept the Offer are advised to refer to the Offer Document for the terms, conditions and procedures for acceptance and the independent advice circular dated 24 October 2008 detailing the recommendations of the independent adviser. Unless extended in accordance with the Code, the Offer shall remain open for acceptances up to 5.00 p.m. on 1 December 2008, being the closing date.
This announcement is dated 27 November 2008. |
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Announcement Details :
Table 1 - Level of Acceptances
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No. of ASCAP Shares held
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% of issued and paid-up share capital of ASCAP*
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| Held by ASB as at 16 October 2008, being the date of despatch of the Offer Document ("Posting Date") |
94,754,600 (1)
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66.75
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| In respect of valid acceptances of the Offer which have been received after the Posting Date up to 5.00 p.m. on 27 November 2008 |
22,729,287
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16.02
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| In respect of acceptances of the Offer which have been received and transferred into the Central Depository System account of ASB after the Posting Date up to 5.00 p.m. on 27 November 2008 and still pending verification |
2,019,920
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1.42
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| Acquired or agreed to be acquired by the ASB during the period commencing from 26 September 2008 being the date of the announcement and the serving of the notice for the Offer up to 5.00 p.m. on 27 November 2008 |
-
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-
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| TOTAL |
119,503,807
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84.19
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Notes:
(1) Including 11,116,300 ASCAP Shares acquired on 25 September 2008 and 4,023,100 ASCAP Shares acquired by ASB during the period commencing from 26 September 2008 until the Posting Date.
* Based on the issued and paid-up share capital of ASCAP of 141,944,300 ASCAP Shares (excluding treasury shares of 14,916,535) as at 27 November 2008.
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