News

Announcement of Notice Of Extraordinary General Meeting

BackApr 10, 2000
General Announcement
Reference No MM-000410-64286
Submitting Merchant Bank : PERDANA MERCHANT BANKERS BERHAD
Company Name : ADVANCE SYNERGY BERHAD 
Stock Name : ASB
Date Announced : 10/04/2000

Type : Announcement
Subject : Announcement of Notice of Extraordinary General Meeting

Contents :

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 By Way Of An Issue Of Redeemable Loan Stocks And Convertible Loan Stocks 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")

Please be informed that an Extraordinary General Meeting of the Company will be held at Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara Off Jalan Damansara, 60000 Kuala Lumpur on Friday, 28 April 2000 at 10.30 a.m. in respect of the Proposals. The Notice of Extraordinary General Meeting is attached for your reference.
ADVANCE SYNERGY BERHAD
(Company No: 1225-D)
(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara Off Jalan Damansara, 60000 Kuala Lumpur on Friday, 28 April 2000 at 10.30 a.m. for the purpose of considering and, if thought fit, passing the following ordinary resolutions:-


ORDINARY RESOLUTION NO. 1
Proposed Restructuring of Bank Borrowings

"THAT, subject to the approvals being obtained from the relevant authorities, the Company do hereby approve the implementation of a proposed restructuring of bank borrowings of approximately RM371,221,654 equivalent calculated up to 30 April 2000 or such adjusted equivalent amount ("Restructured Bank Borrowings") due by the Company and five (5) of its subsidiaries, namely, Hotel Golden Dragon Sdn Bhd, Alangka-Suka International Limited, Synergy Petroleum Incorporated, Calmford Incorporated and Synergy Gold Incorporated to certain financial institutions ("Identified FIs") in the manner as follows:-

i) creation, allotment and issuance of approximately RM126,544,751, AUD1,041,917 and USD14,946,753 nominal value (or such adjusted nominal value) equivalent to a total of approximately RM185,874,269 (or such adjusted equivalent amount) nominal value of 5-year 7% Redeemable Loan Stocks ("RLS") at 100% of its nominal value to the Identified FIs by the Company for the conversion of the bank borrowings amounting to an approximate sum of RM185,874,269 equivalent (or such adjusted equivalent amount) and that the RLS be issued in registered form and in denominations of RM1.00, AUD1.00 or USD1.00 and multiples thereof as the case may be and on such other terms and conditions as the Directors of the Company may determine and to be set out in the deed poll constituting the RLS to be executed by the Company ("RLS Deed Poll");

ii) creation, allotment and issuance of approximately RM98,278,428, AUD7,527,788 and USD18,099,061 nominal value (or such adjusted nominal value) equivalent to a total of approximately RM185,347,385 (or such adjusted equivalent amount) nominal value of 5-year 7% Convertible Loan Stocks ("CLS") at 100% of its nominal value to the Identified FIs by the Company for the conversion of the balance of the bank borrowings amounting to an approximate sum of RM185,347,385 equivalent (or such adjusted equivalent amount) and that the CLS be issued in registered form and in denominations of RM1.00, AUD1.00 or USD1.00 and multiples thereof as the case may be and on such other terms and conditions as the Directors of the Company may determine and to be set out in the deed poll constituting the CLS to be executed by the Company ("CLS Deed Poll"); and

iii) creation, allotment and issuance of up to 168,896,809 detachable warrants together with the RLS and CLS ("Warrants") to the Identified FIs by the Company on a basis which reflects the proportionate outstanding amount due to each Identified FI as compared to the Restructured Bank Borrowings and that the Warrants be issued in registered form for a tenure of three (3) years commencing from the date of issue of the Warrants and on such other terms and conditions as the Directors of the Company may determine and to be set out in the deed poll constituting the Warrants to be executed by the Company ("Warrants Deed Poll");

(hereinafter collectively referred to as the "Proposed Restructuring of Bank Borrowings");

AND THAT the Directors of the Company be and are hereby authorised to create, allot and issue such RLS, CLS and Warrants in the aforesaid manner and be further authorised with full power to assent to any conditions, modifications, revaluations, variations and/or amendments as they may deem fit or expedient including compliance with any conditions imposed by the relevant authorities and generally to enter into all agreements and to do all acts, deeds and things which are necessary to give full effect to the Proposed Restructuring of Bank Borrowings."

ORDINARY RESOLUTION NO. 2
Proposed Renounceable Offer for Sale of Warrants

"THAT, contingent upon the passing of the above Ordinary Resolution No. 1 and the approvals of the relevant authorities, the Company do hereby approve the undertaking by the Identified FIs as defined in the above Ordinary Resolution No. 1, of an offer for sale, on a renounceable basis, of the 168,896,809 Warrants as defined in the above Ordinary Resolution No. 1 to the stockholders of the Company as at a date to be determined by the Directors of the Company at an offer price of RM0.20 per Warrant on the basis of one (1) Warrant for every two (2) existing stock units of RM1.00 each held in the Company and any fractional entitlements shall be disregarded and shall be dealt with by the Directors of the Company as they may deem fit and that each Warrant will carry the right to subscribe for one (1) new stock unit of RM1.00 each in the Company at an exercise price of RM1.00, and such exercise price and the number of Warrants outstanding shall be subject to the provisions and adjustments contained in the Warrants Deed Poll as defined in the above Ordinary Resolution No. 1 ("Proposed Renounceable Offer for Sale of Warrants");

AND THAT the Directors of the Company be and are hereby authorised with full power to assent to any conditions, modifications, revaluations, variations and/or amendments as they may deem fit or expedient including compliance with any conditions imposed by the relevant authorities and generally to enter into all agreements and to do all acts, deeds and things which are necessary to give full effect to the Proposed Renounceable Offer for Sale of Warrants."


ORDINARY RESOLUTION NO. 3
Authority to allot and issue new warrants pursuant to the adjustments under the provisions in the Warrants Deed Poll and to allot and issue new stock units in accordance with the terms of the CLS Deed Poll and the Warrants Deed Poll

"THAT, contingent upon the passing of the above Ordinary Resolutions No. 1 and 2 and approvals of the relevant authorities, the Directors of the Company be and are hereby authorised:-

a) to create, allot and issue such new warrants as may be required or permitted to be issued as a consequence of the adjustments under the provisions in the Warrants Deed Poll as defined in the above Ordinary Resolution No. 1 ("Additional Warrants");

b) to allot and issue such number of new stock units of RM1.00 each in the Company in accordance with the terms of the CLS Deed Poll as defined in the above Ordinary Resolution No. 1 and arising from the conversion of the CLS as defined in the above Ordinary Resolution No. 1 at the conversion price of RM1.20 or such adjusted conversion price for each new stock unit in the Company upon and subject to the provisions and adjustments as set forth in the CLS Deed Poll; and

c) to allot and issue such number of new stock units of RM1.00 each in the Company in accordance with the terms of the Warrants Deed Poll in the manner as follows:-

(i) up to 168,896,809 new stock units of RM1.00 each in the Company on the exercise of the subscription rights represented by the Warrants as defined in the above Ordinary Resolution No. 1 at the exercise price of RM1.00 for each new stock unit upon and subject to the provisions and adjustments as set forth in the Warrants Deed Poll; and

(ii) by that number of such new stock units of RM1.00 each in the Company on the exercise of the subscription rights represented by such Additional Warrants;


AND THAT the Directors of the Company be and are hereby authorised to allot and issue such new shares of RM1.00 each in the capital of the Company and to convert such new shares into new stock units of RM1.00 each and that such new stock units shall, upon allotment and issue, rank pari passu in all respects with the then existing issued stock units of the Company except that such new stock units shall not be entitled to any rights, allotments, dividends or other distributions declared or to be declared in respect of the financial period prior to the financial period in which such new stock units are issued or for any interim dividends or distributions that may be declared prior to the date of allotment of such new stock units."


BY ORDER OF THE BOARD


Sng Ngiap Koon
Secretary

Kuala Lumpur
11 April 2000


Notes :--

1. A member of the Company entitled to attend and vote at the general meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. The instrument appointing a proxy in the case of an individual shall be signed by the appointer or his/her attorney duly authorised and in the case of a corporation, the instrument appointing a proxy must be under its common seal or under the hand of an officer or attorney duly authorised.

3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Level 29, Menara Shahzan Insas, 30 Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or any other adjournment thereof.