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Advance Synergy Berhad ("ASB") Voluntary Take-over Offer By Maybank Investment Bank Berhad (Formerly Known As Aseambankers Malaysia Berhad) ("Maybank IB") On Behalf Of ASB To Acquire All The Remaining Ordinary Shares Of RM1.00 Each In Advance Synergy Capital Berhad ("ASCAP Shares") At A Cash Offer Price of RM0.60 Per ASCAP Share Pursuant To the De-listing Of Advance Synergy Capital Berhad ("ASCAP") From The Official List Of bursa Malaysia securities Berhad ("Bursa Securities") In Accordance With Paragraph 16.04 Of The Listing Requirements Of Bursa Securities ("Exit Offer")

BackMar 24, 2009
General Announcement
Reference No MI-090324-62449

Submitting Merchant Bank
:
MAYBANK INVESTMENT BANK BERHAD 
Company Name
:
ADVANCE SYNERGY BERHAD 
Stock Name
:
ASB
Date Announced
:
24/03/2009


Type
:
Announcement
Subject
:
ADVANCE SYNERGY BERHAD ("ASB")

VOLUNTARY TAKE-OVER OFFER BY MAYBANK INVESTMENT BANK BERHAD (FORMERLY KNOWN AS ASEAMBANKERS MALAYSIA BERHAD) ("MAYBANK IB") ON BEHALF OF ASB TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN ADVANCE SYNERGY CAPITAL BERHAD ("ASCAP SHARES") AT A CASH OFFER PRICE OF RM0.60 PER ASCAP SHARE PURSUANT TO THE DE-LISTING OF ADVANCE SYNERGY CAPITAL BERHAD ("ASCAP") FROM THE OFFICIAL LIST OF BURSA MALAYSIA SECURITIES BERHAD ("BURSA SECURITIES") IN ACCORDANCE WITH PARAGRAPH 16.04 OF THE LISTING REQUIREMENTS OF BURSA SECURITIES ("EXIT OFFER")

Contents
:
Reference is made to our announcements dated 27 February 2009 and 10 March 2009 and the offer document dated 12 March 2009 ("Offer Document") in relation to the Exit Offer.

On behalf of the Board of Directors of ASB, Maybank IB wishes to announce that as at 5.00 p.m. on 24 March 2009, ASB has received acceptances for 1,529,505 ASCAP Shares representing 1.08% 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 1,529,505 ASCAP Shares received by ASB and the 584,800 ASCAP Shares acquired by ASB from the open market during the period commencing 27 February 2009 up to 24 March 2009 will result in ASB holding a total of 128,036,257 ASCAP Shares representing 90.20% of the total issued and paid-up share capital of ASCAP (excluding ASCAP Shares held as treasury shares).

In view that more than ninety percent (90%) of ASCAP Shares are held by ASB and pursuant to Paragraph 8.15(5) and Practice Note 19/2006 of the Listing Requirements of Bursa Securities, the trading of ASCAP Shares will be suspended immediately upon the expiry of five (5) market days from the date of the announcement to be made by ASCAP in relation to the above.

As set out in Section 9.1 of the Offer Document, ASCAP obtained approval from Bursa Securities on 10 March 2009 for the de-listing of ASCAP from the Official List of the Main Board of Bursa Securities pursuant to Paragraph 16.04 of the Listing Requirements of Bursa Securities. As such, ASCAP will be de-listed from the Official List of Bursa Securities upon fulfilment of all the approval conditions imposed by Bursa Securities. Consequently, all the ASCAP Shares will be de-listed from the Official List of Bursa Securities and become unquoted securities.

Shareholders of ASCAP who have yet to accept the Exit Offer are advised to refer to the Offer Document for the terms, conditions and procedures for acceptance and the independent advice circular dated 20 March 2009 detailing the recommendations of the independent adviser. Unless extended in accordance with the Malaysian Code on Take-Overs and Mergers 1998, the Exit Offer shall remain open for acceptances up to 5.00 p.m. on 2 April 2009, being the first closing date of the Exit Offer.

This announcement is dated 24 March 2009.

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 12 March 2009, being the date of despatch of the Offer Document ("Posting Date")
    125,921,952
    88.71
    In respect of valid acceptances of the Exit Offer which have been received after the Posting Date up to 5.00 p.m. on 24 March 2009
    336,220
    0.24
    In respect of acceptances for the Exit Offer which have been received after the Posting Date up to 5.00 p.m. on 24 March 2009 and still pending verification
    1,193,285
    0.84
    Acquired or agreed to be acquired by ASB during the period commencing from 27 February 2009 being the date of serving of the notice of Exit Offer up to 5.00 p.m. on 24 March 2009
    584,800
    0.41
    TOTAL
    128,036,257
    90.20
Note: