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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")

BackApr 02, 2009
General Announcement
Reference No MI-090402-61942

Submitting Merchant Bank
:
MAYBANK INVESTMENT BANK BERHAD 
Company Name
:
ADVANCE SYNERGY BERHAD 
Stock Name
:
ASB
Date Announced
:
02/04/2009


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, 10 March 2009, 24 March 2009 and 27 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 ASB does not intend to extend the closing date of the Exit Offer beyond 2 April 2009. As such, the Exit Offer has closed as at 5.00 p.m. on 2 April 2009 and ASB has received acceptances for 2,770,408 ASCAP Shares (including acceptances subject to verification) and acquired 1,066,000 ASCAP Shares from the open market during the period commencing 27 February 2009 up to 2 April 2009 ("Exit Offer Period") resulting in ASB holding a total of 129,758,360 ASCAP Shares representing 91.41% 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 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.

ASB has further notified that they can only invoke Section 34 of the Securities Commission Act, 1993 ("SCA") in the event that they receive acceptances and acquire ASCAP Shares during the Exit Offer Period of not less than 14,420,114 ASCAP Shares, which is equivalent to not less than ninety percent (90%) in nominal value of the ASCAP Shares under the Exit 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 2 April 2009, 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 2 April 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 2 April 2009
    1,916,648
    1.35
    In respect of acceptances for the Exit Offer which have been received after the Posting Date up to 5.00 p.m. on 2 April 2009 and still pending verification
    853,760
    0.60
    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 2 April 2009
    1,066,000
    0.75
    TOTAL
    129,758,360
    91.41
Note:
* Based on the issued and paid-up share capital of ASCAP after excluding 14,916,535 ASCAP Shares held as treasury shares as at 2 April 2009.