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Announcement |
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ADVANCE SYNERGY BERHAD ("ASB" OR THE "COMPANY")
Voluntary take-over offer by Aseambankers Malaysia Berhad ("Aseambankers") on behalf of ASB to acquire all the remaining ordinary shares of RM1.00 each in Advance Synergy Capital Berhad ("ASCAP Shares") which are not already owned by ASB at a cash offer price of RM0.60 per ASCAP Share ("Offer") |
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Reference is made to our announcements dated 26 September 2008, 14 October 2008, 15 October 2008, 22 October 2008 and 23 October 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 as at 5.00 p.m. 10 November 2008, ASB has received acceptances of 12,478,737 ASCAP Shares representing 8.79% 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.
As at the date of this announcement, the Offer is still conditional upon the approvals from the Minister of Finance via Bank Negara Malaysia and the ASB shareholders at an Extraordinary General Meeting to be convened on 14 November 2008.
Upon the Offer becoming or being declared unconditional to the conditions above, the abovesaid acceptances of 12,478,737 ASCAP Shares received by ASB upon verification would have resulted in ASB holding a total of 107,233,337 ASCAP Shares representing 75.54% 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 Malaysian Code on Take-Overs and Mergers 1998, 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 10 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 10 November 2008^ |
11,436,898
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8.06
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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 10 November 2008 and still pending verification ^ |
1,041,839
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0.73
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Acquired or agreed to be acquired by 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 10 November 2008^
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-
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-
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| TOTAL |
107,233,337
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75.54
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Notes:
(1) Including 11,116,300^ ASCAP Shares acquired on 25 September 2008 ("Acquisition") 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 10 November 2008.
^ The Acquisition, valid acceptances received, acceptances received pending verification and ASCAP Shares acquired during the period commencing 26 September 2008 up to 10 November 2008 above are subject to the approvals from the Minister of Finance via Bank Negara Malaysia and the ASB shareholders at an Extraordinary General Meeting to be convened on 14 November 2008.
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