News

Disclosure Of Dealings During The Offer Period In Relation To The Voluntary Take-Over Offer By Advance Synergy Berhad ("ASB" Or "The Company") To Acquire All the Remaining Securities Of Advance Synergy Capital Berhad ("ASCAP") Not Held By ASB Under The Malaysian Code On Take-Overs And Mergers, 1998 ("Code")

BackDec 10, 2008
General Announcement
Reference No CU-081212-59961

Submitting Merchant Bank
:
ASEAMBANKERS MALAYSIA BERHAD 
Company Name
:
ADVANCE SYNERGY BERHAD 
Stock Name
:
ASB
Date Announced
:
12/12/2008


Type
:
Announcement
Subject
:
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")

Contents
:
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, 27 November 2008 and 1 December 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 ("Board"), Aseambankers wishes to announce that as at 5.00 p.m. on 12 December 2008, ASB has received acceptances for 29,018,792 ASCAP Shares representing 20.44% of the total issued and paid-up share capital of Advance Synergy Capital Berhad ("ASCAP") (excluding ASCAP Shares held as treasury shares), details of which are set out in Table 1.

The abovementioned acceptances for 29,018,792 ASCAP Shares received by ASB and 5,891,000 ASCAP Shares acquired by ASB during the period commencing 26 September 2008 up to 12 December 2008 will result in ASB holding a total of 125,641,292 ASCAP Shares representing 88.51% 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 ("Bursa Securities"), 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.

In accordance with paragraph 8.15(5) of the Listing Requirements of Bursa Securities, in the event that ASB holds more than 90% of ASCAP Shares (excluding ASCAP Shares held as treasury shares), an immediate announcement will be made by ASCAP. Upon such announcement, ASCAP Shares may be suspended from trading and/or removed from the Official List of Bursa Securities.

The Offer shall remain open for acceptances up to 5.00 p.m. on 15 December 2008, being the final closing date of 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 12 December 2008.

Announcement Details :



Table 1 - Level of Acceptances


No. of ASCAP Shares held
% of issued and paid-up share capital of ASCAP*
Held by ASB as at 16 October 2008, being the date of despatch of the Offer Document ("Posting Date")
94,754,600(1)
66.75
In respect of valid acceptances of the Offer which have been received after the Posting Date up to 5.00 p.m. on 12 December 2008
28,313,162
19.95
In respect of acceptances for the Offer which have been received after the Posting Date up to 5.00 p.m. on 12 December 2008 and still pending verification
705,630
0.49
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 12 December 2008
1,867,900
1.32
TOTAL
125,641,292
88.51

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 12 December 2008.