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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, 24 November 2008 and 27 November 2008 and the offer document dated 16 October 2008 ("Offer Document") in relation to the Offer.
In view of the Offer being declared unconditional upon obtaining all the required approvals for the Offer as set out in Section 2.2 of the Offer Document on 27 November 2008, which is three (3) market days prior to the first closing date of the Offer on 1 December 2008, Aseambankers, on behalf of the Board of Directors of ASB ("Board") wishes to announce that the closing date for the Offer has been extended for a further period of 14 days from 5.00 p.m. on Monday, 1 December 2008 to 5.00 p.m. on Monday, 15 December 2008, in accordance with the Malaysian Code on Take-Overs and Mergers 1998 ("Code"), to enable the shareholders of Advance Synergy Capital Berhad ("ASCAP") to have sufficient time to accept the Offer.
In accordance with the Code, if ASB receives complete and valid acceptances from the shareholders of ASCAP on or before 27 November 2008, payment will be made within twenty-one (21) days from 27 November 2008 (i.e. the date the Offer being declared unconditional). If complete and valid acceptances are received by ASB after 27 November 2008, 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 1 December 2008, ASB has received acceptances for 26,714,612 ASCAP Shares representing 18.83% 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 26,714,612 ASCAP Shares received by ASB and 484,200 ASCAP Shares acquired by ASB during the period commencing from 26 September 2008 up to 1 December 2008 will result in ASB holding a total of 121,953,412 ASCAP Shares representing 85.92% 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.
This announcement is dated 1 December 2008. |
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Announcement Details :
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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 1 December 2008 |
24,759,137
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17.45
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| In respect of acceptances for the Offer which have been received after the Posting Date up to 5.00 p.m. on 1 December 2008 and still pending verification |
1,955,475
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1.38
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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 1 December 2008
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484,200
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0.34
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| TOTAL |
121,953,412
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85.92
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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 1 December 2008.
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