News

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

BackSep 19, 2006
General Announcement
Reference No MM-060919-55028
Submitting Merchant Bank : CIMB INVESTMENT BANK BERHAD
Company Name : ADVANCE SYNERGY BERHAD 
Stock Name : ASB
Date Announced : 19/09/2006


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 RIGHTS ISSUE");
     
  • 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 announcements dated 20 February 2006 and 22 June 2006 in relation to the above.

CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad), on behalf of ASB wishes to announce that the Securities Commission ("SC"), vide its letter dated 14 September 2006 (which was received on 18 September 2006), in its review of the application made for the Proposed Rights Issue ("Application") found that Advance Synergy Capital Berhad ("ASC"), a listed subsidiary of ASB, had not fulfilled a condition imposed earlier by the SC in its letter dated 18 October 2005 in relation to a corporate proposal by ASC involving the proposed acquisition of ACE Synergy Insurance Berhad and Konsortium Bas Ekspress Semenanjung (M) Sdn Bhd by ASC. The condition imposed was for ASC to immediately liquidate or dispose of its entire equity interest in ASC Credit Sdn Bhd.

As the SC views the above non-compliance of the said condition by ASC as a serious corporate governance matter for ASC and also ASB, being the holding company of ASC, since both companies are listed on Bursa Malaysia Securities Berhad, the SC is unable to consider the Application at this juncture.

The Board of Directors of ASB will deliberate on the SC's decision and an appropriate announcement will be made in due course.

This announcement is dated 19 September 2006.