News

Advance Synergy Berhad ("ASB" Or "Company") Notice Of Extraordinary General Meeting

BackJun 04, 2007
General Announcement
Reference No MM-070604-57642
Submitting Merchant Bank : CIMB INVESTMENT BANK BERHAD
Company Name : ADVANCE SYNERGY BERHAD 
Stock Name : ASB
Date Announced : 04/06/2007


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

NOTICE OF EXTRAORDINARY GENERAL MEETING

Contents :

NOTICE IS HEREBY GIVENthat an Extraordinary General Meeting of Advance Synergy Berhad ("ASB" or the "Company") will be held at Mezzanine Floor, Synergy Com Centre, No. 72, Pesiaran Jubli Perak, Seksyen 22, 40000 Shah Alam, Selangor Darul Ehsan on Friday, 29 June 2007 at 10.30 am or immediately following the conclusion or adjournment of the Eighty-Third Annual General Meeting of the Company, which will be held at the same venue and on the same day at 10.00 am, whichever is later, for the purpose of considering, and if thought fit, passing with or without any modifications, the following resolutions:


SPECIAL RESOLUTION 1

PROPOSED REDUCTION OF THE ISSUED AND PAID-UP SHARE CAPITAL OF ADVANCE SYNERGY BERHAD ("ASB" OR "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 THAT ALL OF THE 168,896,809 ASB WARRANTS OUTSTANDING AS AT 7 MAY 2007 CONSTITUTED BY DEED POLL DATED 28 APRIL 2000 AND SUPPLEMENTAL DEED POLL DATED 24 JULY 2003 ("ASB WARRANTS") ARE EXERCISED AND 168,896,809 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")

"THATsubject to passing of Special Resolutions 2 and 3 below and the confirmation by the High Court of Malaya, the issued and paid-up share capital of the Company as at the cut-off date to be determined by the Directors of the Company will be reduced from:

(i) a maximum of RM506,690,428 comprising 506,690,428 ASB Stock Units of RM1.00 each (assuming all 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 ("Maximum Scenario"); or

(ii) RM337,793,619 comprising 337,793,619 ASB Stock Units of RM1.00 each (assuming that none of the ASB Warrants are exercised before the cut-off date for the Proposed Capital Reduction) to RM101,338,086 comprising 337,793,619 ASB Stock Units at RM0.30 each ("Minimum Scenario");

as set out in Section 2.1.1 of the Circular to Stockholders dated 5 June 2007, by way of cancelling RM0.70 of the par value from every ASB Stock Unit and the credit of up to RM354,683,300 (under the Maximum Scenario) and RM236,455,533 (under the Minimum Scenario) arising therefrom shall be utilised to reduce the accumulated losses in the Company;

THATthe par value of the ASB Stock Units be reduced from RM1.00 each to RM0.30 each;

AND THATthe Directors of the Company be and are hereby authorised to do all acts and things that may be necessary to give effect to the Proposed Par Value Reduction and with full power to assent to any conditions, modifications, variations and/or amendments as may be required by any relevant authorities."


SPECIAL RESOLUTION 2

PROPOSED REDUCTION OF UP TO THE ENTIRE AMOUNT IN THE SHARE PREMIUM ACCOUNT OF THE COMPANY IN THE MANNER AS SET OUT IN THE CIRCULAR DATED 5 JUNE 2007 TO REDUCE THE ACCUMULATED LOSSES IN THE COMPANY ("PROPOSED SHARE PREMIUM ACCOUNT REDUCTION")

"THAT subject to passing of Special Resolutions 1 above and 3 below and the confirmation by the High Court of Malaya, forthwith upon the Proposed Par Value Reduction taking effect, the share premium account of the Company be reduced and that the credit arising therefrom be utilised to set-off against the accumulated losses of the Company, as set out in Section 2.1.2 of the Circular to Stockholders dated 5 June 2007;

AND THATthe Directors of the Company be and are hereby authorised to do all acts and things that may be necessary to give effect to the Proposed Share Premium Account Reduction and with full power to assent to any conditions, modifications, variations and/or amendments as may be required by any relevant authorities."


SPECIAL RESOLUTION 3

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, WHICH MAY BE IMPLEMENTED ON A TWO (2)-CALL BASIS (WHERE THE FIRST CALL WILL BE SETTLED VIA CASH PAYMENT WHILE THE SECOND CALL WILL BE SETTLED VIA CAPITALISATION OF ASB'S SHARE PREMIUM ACCOUNT) ON AN ENTITLEMENT DATE AND AT A CASH CALL AMOUNT TO BE DETERMINED AND ANNOUNCED LATER ("PROPOSED RIGHTS ISSUE")

"THATsubject to passing of Special Resolutions 1 and 2 above, the confirmation from the High Court of Malaya on the utilisation of the share premium account of the Company to pay up the second call of the Proposed Rights Issue (if the Proposed Rights Issue is implemented on a two-call basis), and the approval-in-principle being received from Bursa Malaysia Securities Berhad ("Bursa Securities") for the listing of and quotation for the ICULS and new ordinary shares of RM0.30 each to be issued pursuant to the conversion of the ICULS, approval be and is hereby given to the Directors of the Company:

(i) to allot and issue up to RM266,012,475 nominal value of 2% 10-year ICULS at 100% of the nominal value of RM0.15 each (or equivalent of up to 1,773,416,498 ICULS) by way of renounceable rights to the stockholders of the Company whose names appear in the Record of Depositors at the close of business on a date to be determined and announced later by the Company, including to any person entitled on renunciation of a provisional allotment, on the basis of RM0.525 nominal value of ICULS (or equivalent to 3.5 ICULS) for every one (1) ASB Stock Unit held on an entitlement date and at a cash call amount to be determined and announced at a later date subject to the Company achieving a minimum subscription level which will enable the Company to raise a minimum level of gross proceeds of RM40 million, as set out in Section 2.2.3 of the Circular to Stockholders dated 5 June 2007;

(ii) to deal with fractional ICULS and any ICULS not accepted by the stockholders of the Company for any reason on such terms and conditions and at such times as the Directors may at their discretion deem fit and expedient and in the interest of the Company. In respect of the ICULS to be allotted pursuant to the aforementioned rights entitlement which are not validly taken up for any reason whatsoever or where in the opinion of the Directors, the allotment of the said ICULS may be prohibited by any relevant law or so prohibited except after compliance with conditions which the Directors regard as onerous for any reason whatsoever, the said ICULS shall first be made available for excess ICULS applications and if still undersubscribed thereafter, the ICULS will be subscribed by the stockholder(s) of the Company who has given written irrevocable undertakings to subscribe or procure the subscription for the additional ICULS not subscribed for and/or the underwriter(s) for the Proposed Rights Issue to enable the Company to raise a minimum level of gross proceeds of RM40 million, the details of which are set out in Section 2.2.3 of the Circular to Stockholders dated 5 June 2007;

(iii) to allot and issue such number of new ordinary shares of RM0.30 each (after the Proposed Par Value Reduction) credited as fully paid-up in the Company pursuant to the conversion of the ICULS (including new ordinary shares of RM0.30 each issued as a consequence of adjustments under the provisions of the trust deed to be executed by the Company ("Trust Deed") at a conversion price in accordance with the provisions of the Trust Deed) and fractional entitlement arising from the conversion of the ICULS shall be disregarded and that such ordinary shares of RM0.30 each shall, upon allotment and issuance, rank pari passuin all respects with the then existing ordinary shares of the Company, save and except that they shall not be entitled to any rights and/or distributions, the entitlement date of which is before the date of allotment of the new ordinary shares of RM0.30 each pursuant to the conversion of the ICULS; and

(iv) (if the Proposed Rights Issue is implemented on a two-call basis) to fix the second call amount of each ICULS depending on, amongst others, and subject to the balance in the share premium account available at the relevant time of determination and to reduce the share premium account of the Company with the credit arising therefrom to be utilised for purposes of paying up the second call amount which is to be determined by the Directors;

AND THATthe Directors of the Company be and are hereby authorised with full power to assent to any condition, modifications and/or amendments as may be imposed by the relevant authorities or as may be deemed necessary by the Directors, including but not limited to, entering into underwriting agreement(s) for the underwriting of the ICULS with such parties and upon such terms and conditions as the Directors of the Company may decide ANDto enter into the Trust Deed with full powers to assent to any condition, modifications and/or amendments as may be imposed by the authorities or as may be deemed necessary by the Directors ANDto assent to any modifications/amendments to the conversion price, conversion period and number of the ICULS as may be required or permitted to be revised as a consequence of the adjustments under the provisions of the Trust Deed AND THATthe Directors of the Company be and are hereby authorised to allot and issue such further ICULS as may be required or permitted as a consequence of the adjustments under the provisions of the Trust Deed constituting the ICULS AND THATthe Directors of the Company be and are hereby authorised to do all acts and things necessary as may be required in order to implement, finalise and to give effect to the Proposed Rights Issue including the listing of and quotation for the ICULS on the Main Board of Bursa Securities and with full power to assent to any conditions, modifications, variations and/or amendments as may be required by the relevant authorities or as may be deemed necessary by the Directors and to enter into all such trust deed, agreement(s), arrangements, undertakings, indemnities, transfers, assignments and guarantees with any party or parties."

ORDINARY RESOLUTION 1

PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE 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 ("PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL")

"THAT approval be and is hereby given to the Directors of the Company to increase the authorised share capital of the Company from RM800,000,000 comprising 800,000,000 ordinary shares of RM1.00 each to RM900,000,000 divided into 900,000,000 ordinary shares of RM1.00 each in the manner as set out in Section 2.3 of the Circular to Stockholders dated 5 June 2007 AND THAT the Directors of the Company be and are hereby authorised to do all acts and things that may be necessary to give full effect to the Proposed Increase in Authorised Share Capital and with full power to assent to any conditions, modifications, variations and/or amendments as may be required by any relevant authorities."


ORDINARY RESOLUTION 2

PROPOSED CONVERSION OF ASB STOCK UNITS TO ORDINARY SHARES ("PROPOSED CONVERSION")

"THAT, approval be and is hereby given for the Company to convert all ASB Stock Units in the issued and paid-up share capital of ASB back to ordinary shares of RM1.00 each or ordinary shares of RM0.30 each (if the Proposed Capital Reduction as set out in Section 2.1 of the Circular to Stockholders dated 5 June 2007 is implemented) without any changes to the rights and obligations of the stockholders of ASB;

AND THATthe Directors of the Company be and are hereby authorised to do all acts and things that may be necessary to give effect to the Proposed Conversion and with full power to assent to any conditions, modifications, variations and/or amendments as may be required by any relevant authorities."


By Order of the Board,
ADVANCE SYNERGY BERHAD



Ho Tsae Feng (Membership No. MAICSA 7028522)
Company Secretary

Selangor Darul Ehsan
5 June 2007


Notes:
i. A member of the Company entitled to attend and vote at the general meeting is entitled to appoint a proxy to attend and to vote in his/her stead. A proxy need not be a member of the Company.

ii. A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 may appoint one (1) proxy in respect of each securities account it holds with stock units of the Company standing to the credit of the said securities account.

iii. The instrument appointing a proxy in the case of an individual shall be signed by the appointer or his/her attorney duly authorised and in the case of a corporation, the instrument appointing a proxy must be under its common seal or under the hand of an officer duly authorised.

iv. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Level 3, Wisma ASCAP - QBC, No. 72, Pesiaran Jubli Perak, Seksyen 22, 40000 Shah Alam, Selangor Darul Ehsan not less than 48 hours before the time appointed for holding the meeting or any other adjournment thereof.