News
Advance Synergy Berhad (ASB Or Company) Proposed Listing Of Unified Communications Sdn Bhd (UCSB) And Unified Communications Pte Ltd (UCPL) On The Singapore Exchange Securities Trading Limited (Proposed Listing) Proposed Stockholders' Mandate For Recurrent Related Party Transactions
BackMay 08, 2003
| General Announcement Reference No MI-030507-61157 |
| Submitting Merchant Bank | : | SOUTHERN INVESTMENT BANK BERHAD |
| Company Name | : | ADVANCE SYNERGY BERHAD |
| Stock Name | : | ASB |
| Date Announced | : | 08/05/2003 |
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| Type | : | Announcement |
| Subject | : | Advance Synergy Berhad (ASB or Company) Proposed listing of Unified Communications Sdn Bhd (UCSB) and Unified Communications Pte Ltd (UCPL) on the Singapore Exchange Securities Trading Limited (Proposed Listing) Proposed Stockholders' Mandate for recurrent related party transactions |
Contents :
1. INTRODUCTION
On behalf of the Board of Directors of ASB, Southern Investment Bank Berhad (SIBB) wishes to announce that ASB proposes to list UCSB and UCPL via a newly incorporated company (Listco) on the Singapore Exchange Securities Trading Limited (SGX). ASB currently owns 70% equity interest in UCSB and UCPL via Worldwide Matrix Sdn Bhd (WMSB), a wholly-owned subsidiary of ASB.
2. THE PROPOSED LISTING
ASB is still in consultation with the other shareholders of UCSB and UCPL, namely Primeace Holdings Sdn Bhd (a wholly owned subsidiary of Linear Corporation Berhad) and Mr Wong Tze Leng to finalise the structure for the Proposed Listing. However, it is envisaged that the current shareholders will hold direct equity interests in Listco, which in turn will hold UCSB and UCPL.
The Proposed Listing will involve, amongst others, an offer for sale of Listco shares by ASB to the Singaporean public. However, it is the intention of ASB to maintain its shareholding in Listco at above 50% such that the Listco will remain as a subsidiary company of ASB.
3. RATIONALE FOR THE PROPOSED LISTING
The Proposed Listing would enable ASB to realise part of its investment in UCSB and UCPL. The proceeds from the offer for sale in conjunction with the Proposed Listing would be utilised for, inter-alia, working capital and redemption/repurchase of some of the outstanding 5-year 7% Redeemable Loan Stocks 2000/2005 / 5-year 7% Convertible Loan Stocks 2000/2005 of the Company.
In addition, the Proposed Listing would enable UCSB and UCPL via Listco to have access to the equity capital market in Singapore for additional funds to cater for their future expansion and growth as well as to generate a public market for Listco shares.
4. INFORMATION ON UCSB AND UCPL
UCSB was incorporated as a private limited company in Malaysia on 24 March 1998 under the Companies Act, 1965. It has an authorised share capital of RM5,000,000 comprising 5,000,000 UCSB ordinary shares of RM1.00 each (Shares), of which RM1,000,200 comprising 1,000,200 UCSB Shares have been issued and fully paid-up as at 31 March 2003. It is currently a 70% owned subsidiary of ASB via WMSB. The remaining 30% interests are held by Primeace Holdings Sdn Bhd and Wong Tze Leng, with their respective shareholdings of 25% and 5%.
UCSB is principally involved in research and development, software engineering, system integration, project management as well as maintenance and support for the telecommunications industry. UCSB has one (1) subsidiary, the information of which is set out below:
For the financial year ended 31 December 2002, the UCSB Group generated an audited profit after tax of RM15.25 million. Based on the UCSB Group's audited accounts as at 31 December 2002, its net tangible assets (NTA) is RM31.09 million or RM31.09 per UCSB Share. A summary of the financial performance of UCSB/UCSB Group since incorporation up to the financial year ended 31 December 2002 is set out in Table 1.
The cost of investment in UCSB is RM54.273 million, which was made by WMSB on 29 August 2002.
4.2 UCPL
UCPL was incorporated as a private limited company under the Companies Act, Cap 50 of Singapore in the Republic of Singapore on 28 May 1998. The authorised share capital of UCPL is SGD5,000,000 comprising 5,000,000 ordinary shares of SGD1.00 each of which SGD1,000,000 comprising 1,000,000 ordinary shares of SGD1.00 each have been issued and fully paid-up as at 31 March 2003. It is currently a 70% owned subsidiary of ASB via WMSB. The remaining 30% interests are held by Primeace Holdings Sdn Bhd and Wong Tze Leng, with their respective shareholdings of 25% and 5%.
UCPL is principally involved in design and development of telecommunications software as well as trading of telecommunications products. UCPL has two (2) subsidiaries, the information of which is set out below:
For the financial year ended 31 December 2002, the UCPL Group generated an audited profit after tax of SGD1.86 million. The UCPL Group's audited NTA is SGD5.03 million or SGD5.03 per ordinary share of SGD1.00 each. A summary of financial performance of UCPL/UCPL Group since incorporation up to the financial year ended 31 December 2002 is set out in Table 2.
The cost of investment in UCPL is RM45.269 million, which was made by WMSB on 29 August 2002.
5. CIRCULAR TO STOCKHOLDERS
A circular to stockholders of ASB setting out information on the Proposed Listing together with the notice of extraordinary general meeting (EGM) will be despatched in due course.
6. PROPOSED STOCKHOLDERS' MANDATE ON RECURRENT RELATED PARTY TRANSACTIONS (MANDATE)
On 29 June 2002, ASB obtained a general mandate from its stockholders for ASB and/or its unlisted subsidiaries to enter into recurrent related party transactions of revenue or trading nature which are necessary for the ASB Group's day-to-day operations and such stockholders' mandate so obtained will expire at the conclusion of the forthcoming Annual General Meeting of ASB.
ASB now proposes to seek the necessary approval from its stockholders in respect of the Mandate at an EGM to be duly convened.
A circular to stockholders of ASB setting out information on the Mandate together with the notice of EGM will be despatched in due course.
Table 1 - Financial summary of UCSB/UCSB Group since incorporation up to the financial year ended 31 December 2002
1 Annualised
2 Proposed final gross dividend of 20 sen per share
Table 2 - Financial summary of UCPL/UCPL Group since incorporation up to the financial year ended 31 December 2002
1 Gain on disposal of a subsidiary company
2 Annualised
3 Proposed final gross dividend of 20 cent per ordinary share