News

Advance Synergy Berhad ("ASB" Or "Company")

BackJun 22, 2006
General Announcement
Reference No MM-060622-51683
Submitting Merchant Bank : COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD
Company Name : ADVANCE SYNERGY BERHAD
Stock Name : ASB
Date Announced : 22/06/2006


Type : Announcement
Subject : ADVANCE SYNERGY BERHAD ("ASB" OR "COMPANY")

Contents :

? PROPOSED CAPITAL REDUCTION WHICH INVOLVES:
? PROPOSED REDUCTION OF THE ISSUED AND PAID-UP SHARE CAPITAL OF OUR COMPANY FROM A MAXIMUM OF RM506,690,428 COMPRISING 506,690,428 ORDINARY STOCK UNITS IN ASB ("ASB STOCK UNITS") OF RM1.00 EACH (ASSUMING ALL ASB'S WARRANTS CONSTITUTED BY DEED POLL DATED 28 APRIL 2000 AND SUPPLEMENTAL DEED POLL DATED 24 JULY 2003 ("ASB WARRANTS") ARE EXERCISED AND THE NEW ASB STOCK UNITS ARISING THEREFROM ARE ISSUED BEFORE THE CUT-OFF DATE FOR THE PROPOSED CAPITAL REDUCTION) TO RM152,007,128 COMPRISING 506,690,428 ASB STOCK UNITS OF RM0.30 EACH, BY CANCELLING RM0.70 OF PAR VALUE FROM EVERY ASB STOCK UNIT OF RM1.00 EACH TO REDUCE THE ACCUMULATED LOSSES IN OUR COMPANY; AND

? PROPOSED REDUCTION OF THE SHARE PREMIUM ACCOUNT OF OUR COMPANY OF UP TO RM205,148,989 TO REDUCE THE ACCUMULATED LOSSES IN OUR COMPANY;

(COLLECTIVELY REFERRED TO AS THE "PROPOSED CAPITAL REDUCTION");

? PROPOSED RENOUNCEABLE TWO (2)-CALL RIGHTS ISSUE OF UP TO RM266,012,475 NOMINAL VALUE OF 2% 10-YEAR IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS ("ICULS") AT 100% OF THE NOMINAL AMOUNT OF RM0.15 EACH (OR EQUIVALENT OF UP TO 1,773,416,498 ICULS) ON THE BASIS OF RM0.525 NOMINAL VALUE OF ICULS (OR EQUIVALENT TO 3.5 ICULS) FOR EVERY ONE (1) ASB STOCK UNIT OF RM1.00 EACH HELD ON AN ENTITLEMENT DATE AND AT A CASH CALL AMOUNT TO BE DETERMINED AND ANNOUNCED LATER;

? PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF OUR COMPANY FROM RM800,000,000 DIVIDED INTO 800,000,000 ORDINARY SHARES OF RM1.00 EACH TO RM900,000,000 DIVIDED INTO 900,000,000 ORDINARY SHARES OF RM1.00 EACH; AND

? PROPOSED CONVERSION OF ASB STOCK UNITS TO ORDINARY SHARES

(COLLECTIVELY REFERRED TO AS "PROPOSALS")

Reference is made to the announcement dated 20 February 2006 in relation to the above. All definitions used in this announcement shall be the same as those used in the announcement dated 20 February 2006.

CIMB on behalf of ASB wishes to announce that, the proposed reduction of the share premium account of the Company under the Proposed Capital Reduction has been revised to up to RM205,148,989 from up to RM206,949,328 as announced on 20 February 2006. The change is a result of lower accumulated losses of the Company for the financial year ended 31 December 2005 as compared to the financial year ended 31 December 2004, in which the original amount was derived from.

In addition to the above, the Proposed Increase in Authorised Share Capital will be effected after the approval from the stockholders of ASB has been obtained, notwithstanding that the Proposed Capital Reduction and Proposed Rights Issue have yet to be implemented. As such, the Proposed Increase in Authorised Share Capital is not conditional upon the Proposed Capital Reduction and Proposed Rights Issue.

Save for the effects on the ASB Group NTA per ASB Stock Unit and the gearing of the ASB Group, as disclosed in Table 1 and Table 2 respectively, the above revisions do not have any material effect on the financials of the ASB Group.

This announcement is dated 22 June 2006.


d-edms_02(amended1)-tablenew.pdf

Attachments

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