News
- Proposed Disposal Of 3,850,000 Ordinary Shares Of RM1.00 Each Representing 70% Equity Interest In Plastic Centre Sdn Bhd ("PCSB") to Inisiatif Ikhlas Sdn Bhd ("IISB") (Hereinafter Referred To As "Proposed Disposal Of PCSB") - Proposed Acquisition Of 1,706,671 Ordinary Shares Of RM1.00 Each Representing 49% Equity Interest In Pc Ventures Sdn Bhd ("PCV") From PCSB (Hereinafter Referred To As "Proposed Acquisition Of PCV") - Proposed Acquisition Of 2 Ordinary Shares Of USD1.00 Each Representing 100% Equity Interest In Calmford Incorporated ("Calmford") From PCSB (Hereinafter Referred To As "Proposed Acquisition Of Calmford") (Collectively Referred To As The "Proposals")
BackSep 14, 2001
| General Announcement Reference No CU-010830-34635 |
| Submitting Merchant Bank | : | Not Applicable |
| Company Name | : | ADVANCE SYNERGY BERHAD |
| Stock Name | : | ASB |
| Date Announced | : | 14/09/2001 |
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| Type | : | Announcement |
| Subject | : | - Proposed disposal of 3,850,000 ordinary shares of RM1.00 each representing 70% equity interest in Plastic Centre Sdn Bhd ("PCSB") to Inisiatif Ikhlas Sdn Bhd ("IISB") (hereinafter referred to as "Proposed Disposal of PCSB") - Proposed acquisition of 1,706,671 ordinary shares of RM1.00 each representing 49% equity interest in PC Ventures Sdn Bhd ("PCV") from PCSB (hereinafter referred to as "Proposed Acquisition of PCV") - Proposed acquisition of 2 ordinary shares of USD1.00 each representing 100% equity interest in Calmford Incorporated ("Calmford") from PCSB (hereinafter referred to as "Proposed Acquisition of Calmford") (collectively referred to as the "Proposals") |
Contents :
We refer to the announcement made by Advance Synergy Berhad ("ASB") on 28 April 1999 in respect of the Proposals and in the subsequent quarterly financial result announcements to the Exchange on the status of the Proposals.
The Board of Directors of ASB wishes to announce that ASB has on 14 September 2001 entered into the following agreements :-
i. A Supplemental Agreement with IISB to complete the Proposed Disposal of PCSB on the same date ; and
ii. A Supplementary Agreement with PCSB to complete the Proposed Acquisition of Calmford on the same date and the parties have also mutually agreed to abort the Proposed Acquisition of PCV on the same date.
In conjunction with the above, the parties have also agreed that the proceeds amounting to RM20.09 million arising from the outstanding Share Purchase Agreement dated 19 October 1999 entered into by ASB, PCSB and Hirotako Holdings Berhad ("HHB") ("Share Purchase Agreement") on the proposed acquisition by HHB of the said 49% equity interest in PCV, which has been novated to IISB through a Deed of Revocation and Novation dated 14 September 2001 ("Deed of Revocation and Novation"), will be assigned absolutely to ASB as settlement of the balance sum of the purchase consideration due to ASB in respect of the Proposed Disposal of PCSB.
The salient terms of the Deed of Revocation and Novation which were entered into by ASB, PCSB, IISB and HHB are as follows :-
1. ASB, PCSB and HHB mutually agreed to revoke and rescind the Deed of Novation dated 3 August 1999 in relation to the sale of 49% equity interest in PCV to HHB ;
2. IISB shall substitute ASB and assume ASB's obligations under the Share Purchase Agreement and HHB shall release ASB from all obligations and liability under the Share Purchase Agreement and accept IISB's assumption of obligations as though IISB had been the original contracting party in the Share Purchase Agreement in place of ASB ; and
3. IISB and HHB agreed to extend the completion date for the proposed acquisition of 49% equity interest in PCV by HHB to a date that is not later than 31 July 2002.
(This announcement is dated 14 September 2001).