News

Advance Synergy Berhad ("ASB") Proposed Acquisition By ASB Of The Remaining 3,000,000 Ordinary Shares Of RM1.00 Each In Diversified Gain Sdn Bhd ("DG") From Berjaya Group Berhad ("BGB") For A Cash Consideration Of RM300,000.00 ("The Proposed Acquisition")

BackDec 09, 2003
General Announcement
Reference No AS-031209-63049
Company Name : ADVANCE SYNERGY BERHAD 
Stock Name : ASB
Date Announced : 09/12/2003

Type : Announcement
Subject : ADVANCE SYNERGY BERHAD ("ASB")
Proposed Acquisition by ASB of the remaining 3,000,000 ordinary shares of RM1.00 each in Diversified Gain Sdn Bhd ("DG") from Berjaya Group Berhad ("BGB") for a cash consideration of RM300,000.00 ("the Proposed Acquisition")

Contents :

We wish to inform the Exchange that ASB had on 9 December 2003 entered into an agreement with BGB for the acquisition of 3,000,000 ordinary shares of RM1.00 each ("the Acquisition Shares"), representing 50% of the total issued and paid-up share capital of DG not already owned by ASB from BGB for a cash consideration of RM300,000.00 ("the Purchase Price") to be funded from internal funds.

DG is currently a 50%-owned associated company of ASB, with the balance of 50% equity interest in DG held by BGB.

DG is a private limited company incorporated in Malaysia on 7 January 1997 and has an authorised share capital of RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00 each, of which 6,000,000 ordinary shares have been issued and fully paid-up. DG is principally engaged in investment holding. The subsidiaries are principally engaged in the business as travel and tour agent as well as licensed moneychanger, to provide travel related services and to conduct motorsports adventure and related activities.

BGB is a public limited company incorporated in Malaysia and listed on the Kuala Lumpur Stock Exchange and has an authorised share capital of RM5,000,000,000.00 comprising 5,000,000,000 ordinary shares of RM1.00 each, of which 1,498,171,069 ordinary shares have been issued and fully paid-up. BGB is principally engaged in investment holding and provision of management services.
 
The Acquisition Shares are to be acquired free from all liens, pledges, charges, mortgages and other encumbrances whatsoever and with all rights attached thereto including any dividend, bonus or rights issue that may be declared as from the date of completion of the Proposed Acquisition.

The Purchase Price was arrived at on a willing buyer and willing seller basis.

The Proposed Acquisition is conditional upon obtaining the approvals of the following authorities, if required:-

1. Foreign Investment Committee for the purchase of the Acquisition Shares;

2. Bank Negara Malaysia for the change in shareholdings and board of DG and/or the licencee in respect of the Moneychanger Licence held by its wholly-owned subsidiary, Inter-Pacific Travel & Tours Sdn Bhd ("IPTT");

3. Minister of Arts, Culture & Tourism for the change in shareholdings and board of DG and/or the licencee in respect of the Inbound/Outbound/Travel Agent Licence held by IPTT and its subsidiaries; and

4. the approval of any other relevant authority(ies).

Upon completion of the Proposed Acquisition, DG would become a wholly-owned subsidiary of ASB.

None of the directors, major stockholders and/or persons connected with the directors and major stockholders of ASB has any interest, direct or indirect, in the Proposed Acquisition.

[This announcement is dated 9 December 2003]