News
Disposal Of 72,000 Shares Of Us Dollars 100.00 Each Representing An Equity Interest Of 30 Per Cent In Gulf Petroleum Company (Sudan) Limited ("GPCL") (Hereinafter Referred To As "Disposal")
BackMar 08, 2000
| General Announcement Reference No CU-000308-62087 |
| Company Name | : | ADVANCE SYNERGY BERHAD |
| Stock Name | : | ASB |
| Date Announced | : | 08/03/2000 |
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| Type | : | Reply to query |
| Reply to Query Letter by KLSE reference ID | : | KM-000307-61994 |
| Subject | : | DISPOSAL OF 72,000 SHARES OF US DOLLARS 100.00 EACH REPRESENTING AN EQUITY INTEREST OF 30 PER CENT IN GULF PETROLEUM COMPANY (SUDAN) LIMITED ("GPCL") (hereinafter referred to as "Disposal") |
Contents :
We refer to your letter dated 7 March 2000 in respect of the abovementioned Disposal by our wholly-owned subsidiary, Synergy Petroleum Incorporated ("SPI").
As requested, we hereby furnish the Exchange with the additional information for public release.
On 2 May 1999, SPI entered into a Sale and Purchase Agreement ("SPA") with Mr Salah Idris ("Purchaser"), a Sudanese businessman, for the sale of its entire equity interest of 30 per cent comprising 72,000 shares of USD100.00 each in GPCL for a total cash consideration of USD8.2 million (Malaysian Ringgit equivalent of RM31.16 million ).
A copy of the SPA is available for inspection during normal office hours on any business day (Monday to Friday) at the registered office of Advance Synergy Berhad ("ASB") at Level 29, Menara Shahzan Insas, Jalan Sultan Ismail, 50250 Kuala Lumpur for a period of three (3) months from the date of this announcement.
Under the terms of the SPA, the Purchaser was required to make an initial non-refundable payment of USD4.1 million (RM15.58 million equivalent) in cash representing 50 per cent of the consideration within fifteen (15) days from the date of the SPA. The second payment of USD4.1 million representing the 50 per cent balance of the consideration was to be paid six (6) months from the date of the SPA. However, if the Purchaser defaults in the payment of the remaining 50 per cent of the consideration, the Purchaser is deemed to have purchased only 15 per cent of the equity interest in GPCL comprising 36,000 shares of USD100.00 each.
The sale consideration for the Disposal was arrived at on a willing buyer-willing seller basis after taking into consideration the net tangible assets of GPCL.
The principal activities of GPCL is oil and gas development and production. GPCL has been awarded the rights by the Government of the Republic of Sudan to develop the Adar-Yale oilfield in Block 3 of Melut Basin, Sudan, under a Petroleum Production Sharing Agreement ("PSA") dated 17 August 1995. The PSA for the development and production of hydrocarbon is for a term of 25 years with an option to renew for an additional 5 years.
There were no liabilities assumed by the Purchaser arising from the Disposal as the GPCL shares were disposed free from all liens, charges and encumbrances.
Approval of the stockholders of ASB is not required for the Disposal.
The investment in GPCL by SPI was made in June 1996 and the total cost of this investment amounted to USD8.8 million (RM33.44 million equivalent).
The Disposal is expected to result in a total loss of approximately RM2.3 million presenting of total loss of 0.68 sen per ASB stock unit for the two financial years 1999 and 2000.
GPCL has yet to commence commercial operations and the audited net tangible assets of GPCL based on its latest available audited accounts as at 31 December 1997 was USD20.40 million (RM77.52 million equivalent).
None of the persons connected to the directors or substantial stockholders of ASB have any interest, direct or indirect, in the Disposal.
Having considered all aspects of the Disposal, the Board of Directors of ASB is of the opinion that the Disposal is in the best interest of ASB Group.
The market capitalisation of ASB based on the weighted average market price of 81 sen per ASB stock unit for the five (5) market days prior to the date of the SPA was RM273.61 million.
Query Letter content :
We refer to your announcement on 25 February 2000 in respect of the above
mentioned Disposal.
In this connection, kindly furnish the Exchange with the following additional
information for public release:-
Sale consideration in RM equivalent;
Basis of arriving at the sale consideration and the terms of payment thereof;
Date of the sale of shares agreement ("SSA") between Advance Synergy Berhad
("ASB") and the purchaser for the entire 30% interest in GPCL, the salient
features of the SSA and the place, date and time the SSA can be inspected;
Details of the purchaser;
Particulars and description of business of GPCL;
Whether the Disposal requires the approval of shareholders of ASB;
Particulars of liabilities to be assumed by the purchaser arising from the
Disposal;
Original cost and date of investment to ASB for the entire 30% interest in
GPCL;
Effect on earnings per share of ASB Group;
Net tangible assets and net profits of GPCL based on its latest audited
accounts and state the financial year end of such audited accounts;
Whether any persons connected to the directors and/ or substantial shareholders
have any interest, direct or indirect, in the Disposal;
A statement by the entire Board of Directors of ASB stating whether the
Disposal is in the best interest of the Company, and where a director disagrees
with such statement, a statement by the director setting out the reasons and
factors taken into considerations in forming such opinion; and
Market capitalisation of ASB based on the weighted average market price of the
Company's shares for the five (5) market days prior to the date on which the
terms of the agreement were agreed upon.
Please furnish the Exchange with your reply within two (2) market days from the
date hereof.
Yours faithfully
KUALA LUMPUR STOCK EXCHANGE
LISA LAM
Senior Manager, Listing Operations
LL/CKM
Copy : Securities Commission