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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, 27 November 2008, 1 December 2008 and 12 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 the Offer has closed as at 5.00 p.m. on 15 December 2008 and ASB has received acceptances for 29,057,952 ASCAP Shares representing 20.47% 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 29,057,952 ASCAP Shares received by ASB and 6,062,500 ASCAP Shares acquired by ASB during the period commencing 26 September 2008 up to 15 December 2008 ("Offer Period") will result in ASB holding a total of 125,851,952 ASCAP Shares representing 88.66% of the total issued and paid-up share capital of ASCAP (excluding ASCAP Shares held as treasury shares). Consequently, the public shareholding spread of ASCAP as at 15 December 2008 is 11.34%. As a result, ASCAP is no longer in compliance with public spread requirements pursuant to paragraph 8.15(1) of the Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities").
As expressly stated in the Offer Document, ASB does not intend to comply with the required shareholding spread for ASCAP and intends to procure that ASCAP undertakes the necessary procedures to withdraw ASCAP's listing status from the Official List of Bursa Securities pursuant to paragraph 16.04 of the Listing Requirements of Bursa Securities within 6 months from the completion of the Offer.
ASB further notified that they could only invoke Section 34 of the Securities Commission Act, 1993 ("SCA") in the event that they receive acceptances and acquire ASCAP Shares during the Offer Period for not less than 46,091,520 ASCAP Shares, which is equivalent to not less than 90% in nominal value of the ASCAP Shares under the Offer (other than the ASCAP Shares which are already held by ASB or by a nominee for or a related corporation of ASB). Based on the level of acceptances received and ASCAP Shares acquired by ASB up to 5.00 p.m. on 15 December 2008, ASB is not able to invoke Section 34 of the SCA to compulsorily acquire any remaining ASCAP Shares for which acceptances have not been received.
This announcement is dated 15 December 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 15 December 2008 |
28,849,827
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20.32
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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 15 December 2008 and still pending verification |
208,125
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0.15
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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 15 December 2008 |
2,039,400
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1.44
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| TOTAL |
125,851,952
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88.66
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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 15 December 2008.
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