News

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

BackApr 18, 2007
General Announcement
Reference No MM-070418-66581
Submitting Merchant Bank : CIMB INVESTMENT BANK BERHAD
Company Name : ADVANCE SYNERGY BERHAD 
Stock Name : ASB
Date Announced : 18/04/2007


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

Contents :

? PROPOSED CAPITAL REDUCTION WHICH COMPRISES:
 
? PROPOSED REDUCTION OF THE ISSUED AND PAID-UP SHARE CAPITAL OF ASB 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 THE COMPANY ("PROPOSED PAR VALUE REDUCTION"); AND

? PROPOSED REDUCTION OF THE SHARE PREMIUM ACCOUNT OF ASB TO REDUCE THE ACCUMULATED LOSSES IN THE COMPANY ("PROPOSED SHARE PREMIUM ACCOUNT REDUCTION");
? PROPOSED RENOUNCEABLE 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 VALUE 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 HELD AFTER THE PROPOSED PAR VALUE REDUCTION, WHICH MAY BE IMPLEMENTED ON A TWO (2)-CALL BASIS 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 ASB 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, 22 June 2006, 19 September 2006, 22 February 2007 and 5 April 2007 in relation to the above. Unless denoted otherwise, all definitions used in this announcement shall be the same as those used in the announcement dated 20 February 2006.

On behalf of the Board of Directors of ASB ("Board"), CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad)("CIMB") is pleased to announce that the Securities Commission ("SC") has vide its letter dated 17 April 2007 (received on 18 April 2007) granted its approval for the following:

(i) The Proposed Rights Issue; and

(ii) The listing of and quotation for the ICULS and new ASB Stock Units to be issued pursuant to the conversion of ICULS on the Main Board of Bursa Securities.

The approval of the SC is conditional upon amongst others, the following:

(i) CIMB and ASB to obtain SC's prior approval should there be any changes to the terms and conditions of the proposed ICULS issue;

(ii) CIMB to submit, among others, the following information and documents to the SC prior to the issue date of the proposed ICULS:
(a) Issue date for the proposed ICULS;

(b) A certified true copy of the executed trust deed for the proposed ICULS; and

(c) The principal terms and conditions for the proposed ICULS;

(iii) CIMB to fully disclose to all prospective investors and relevant parties the following conflict and potential conflict of interest and also to include relevant mitigating measures thereto:
(a) CIMB Bank Berhad (formerly known as Bumiputra-Commerce Bank Berhad), a related company of CIMB, has granted various facilities with a total facilities limit and amount outstanding as at 31 December 2006 of RM14.299 million and RM11.460 million respectively to the ASB Group; and

(b) All other conflict and potential conflict of interest arising from the proposed ICULS.

CIMB is to also inform all prospective investors and relevant parties that the Board is fully informed of and aware of the conflict of interest situations and is agreeable to proceed with the present arrangement;

 

(iv) CIMB to make available any supplements to the trust deed for the proposed ICULS to the SC;

(v) CIMB to notify the SC pertaining to the appointment of the underwriter(s) and/or their underwriting commitments prior to the issue date of the proposed ICULS;

(vi) ASB shall obtain all necessary approvals from all relevant parties in relation to the proposed ICULS and CIMB is to submit a written confirmation on the same to the SC prior to the issue date of the proposed ICULS;

(vii) CIMB is required to remind all relevant parties including ASB and the trustee to the proposed ICULS of the need to observe and fully comply with all statutory requirements, in particular, those set out in Division 4 of Part IV of the Securities Commission Act, 1993; and

(viii) CIMB and ASB should fully comply with the relevant requirements pertaining to the implementation of the Proposed Rights Issue under SC's Policies and Guidelines on the Issue/Offer of Securities.

This announcement is dated 18 April 2007.