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Advance Synergy Berhad ("ASB" Or "The Company") - Proposed Restructuring Involving The Bank Borrowings In Us Dollars, Australian Dollars And Ringgit Malaysia Of ASB And Five (5) Of Its Subsidiaries Equivalent To An Amount Estimated At Approximately RM369.159 Million Calculated Up To 29 February 2000 By Way Of An Issue Of Redeemable Loan Stocks ("RLS") And Convertible Loan Stocks ("CLS") With Detachable Warrants ("Warrants"); And - Proposed Renounceable Restricted Offer For Sale Of The Rights To Allotment Of Up To A Maximum Of Approximately 168.897 Million Warrants After The Proposed Restructuring Of Bank Borrowings By The Lenders To The Entitled Stockholders Of ASB (Collectively Referred To As "The Proposals")

BackJan 05, 2000
General Announcement
Reference No MM-000105-59023
Submitting Merchant Bank : PERDANA MERCHANT BANKERS BERHAD
Company Name : ADVANCE SYNERGY BERHAD 
Stock Name : ASB
Date Announced : 05/01/2000

Type : Announcement
Subject : ADVANCE SYNERGY BERHAD ("ASB" or "the Company")
- Proposed Restructuring Involving The Bank Borrowings in US Dollars, Australian Dollars And Ringgit Malaysia Of ASB And Five (5) Of Its Subsidiaries Equivalent To An Amount Estimated At Approximately RM369.159 Million Calculated Up To 29 February 2000 By Way Of An Issue Of Redeemable Loan Stocks ("RLS") And Convertible Loan Stocks ("CLS") With Detachable Warrants ("Warrants"); And
- Proposed Renounceable Restricted Offer For Sale Of The Rights To Allotment Of Up To A Maximum Of Approximately 168.897 Million Warrants After The Proposed Restructuring Of Bank Borrowings By The Lenders To The Entitled Stockholders Of ASB
(collectively referred to as "the Proposals")

Contents :

We refer to our announcement dated 1 October 1999 in respect of the Proposals. Applications have subsequently been made by Perdana Merchant Bankers Berhad ("Perdana Bankers"), on behalf of ASB, to the Securities Commission ("SC"), Foreign Investment Committee ("FIC") and Bank Negara Malaysia ("BNM").

On behalf of ASB, Perdana Bankers is pleased to announce that it has on 4 January 2000 received a letter from the SC dated 3 January 2000 approving the Proposals, subject to the following conditions:-
  • ASB is required to establish a sinking fund for purposes of redemption of the RLS and conversion of the CLS. In this connection, the proceeds from the exercise of the Warrants are to be deposited in the said sinking fund;
  • A moratorium is to be imposed on the sale of 50% of the Warrants held by the directors and persons connected to them. They will also have to provide undertakings that the Warrants will be exercised if the Warrants are "in-the-money";

  • ASB is required to appoint an independent adviser to advise the stockholders of the Company as ASB holds an effective equity interest of 35.58% in Perdana Bankers;
  • ASB is required to comply fully with any terms and conditions imposed by BNM and FIC; and
  • Perdana Bankers and ASB are required to comply fully with the requirements as set out in SC's Policies and Guidelines on Issue/Offer of Securities in connection with the Proposals.

BNM has approved the Proposals vide their letters dated 15 December 1999 and 23 December 1999 respectively. The Proposals are currently pending the approval of the FIC and the stockholders of ASB.