General Announcement

28/04/1999

. PROPOSED DISPOSAL OF 3,850,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING AN EQUITY INTEREST OF 70 PER CENT IN PLASTIC CENTRE SDN BHD (PLASTIC CENTRE) ( hereinafter referred to as Proposed Disposal of Plastic Centre) · PROPOSED ACQUISITION OF 1,706,671 ORDINARY SHARES OF RM1.00 EACH REPRESENTING 49 PER CENT EQUITY INTEREST IN PC VENTURES SDN BHD (PCV) FROM PLASTIC CENTRE (hereinafter referred to as Proposed Acquisition of PCV) · PROPOSED ACQUISITION OF 2 ORDINARY SHARES OF USD1.00 EACH REPRESENTING THE ENTIRE EQUITY INTEREST IN CALMFORD INCORPORATED (CALMFORD) FROM PLASTIC CENTRE ( hereinafter referred to as Proposed Acquisition of Calmford)

ADVANCE SYNERGY BERHAD

TypeAnnouncement
Subject. PROPOSED DISPOSAL OF 3,850,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING AN EQUITY INTEREST OF 70 PER CENT IN PLASTIC CENTRE SDN BHD (PLASTIC CENTRE) ( hereinafter referred to as Proposed Disposal of Plastic Centre)

· PROPOSED ACQUISITION OF 1,706,671 ORDINARY SHARES OF RM1.00 EACH REPRESENTING 49 PER CENT EQUITY INTEREST IN PC VENTURES SDN BHD (PCV) FROM PLASTIC CENTRE (hereinafter referred to as Proposed Acquisition of PCV)

· PROPOSED ACQUISITION OF 2 ORDINARY SHARES OF USD1.00 EACH REPRESENTING THE ENTIRE EQUITY INTEREST IN CALMFORD INCORPORATED (CALMFORD) FROM PLASTIC CENTRE ( hereinafter referred to as Proposed Acquisition of Calmford)

Contents :

1.0 INTRODUCTION

      The Board of Directors of Advance Synergy Berhad (ASB) wishes to announce that ASB has entered into a Sale and Purchase Agreement with Inisiatif Ikhlas Sdn Bhd (IISB) for the disposal of its entire shareholding of 3,850,000 ordinary shares of RM1.00 each representing 70% equity interest in Plastic Centre for a cash consideration of RM28.0 million.

      In conjunction with the Proposed Disposal of Plastic Centre, ASB shall acquire 1,706,671 ordinary shares of RM1.00 each representing 49% equity interest in PCV and 2 ordinary shares of USD1.00 each representing 100% equity interest in Calmford from Plastic Centre for cash considerations of RM14,002,584.00 and RM1.00 respectively.

2.0 DETAILS OF THE PROPOSAL
      On 27 April 1999, ASB entered into a Sale and Purchase Agreement to dispose of its entire equity interest in Plastic Centre to IISB for a cash consideration of RM28.0 million. In conjunction with the Sale and Purchase Agreement, ASB shall acquire from Plastic Centre its entire equity interests in two companies namely, PCV (49%) and Calmford (100%) for a total cash consideration of RM14,002,585.00.

      The cash consideration for the Proposed Disposal of Plastic Centre shall be partly satisfied by IISB assuming the debts due from ASB to Plastic Centre amounting to a total of RM22.96 million which comprises RM14,002,584.00 being the consideration for the Proposed Acquisition of PCV and about RM8.96 million being settlement of inter-company advance due to Plastic Centre.

      The balance of the cash consideration shall be settled by IISB to ASB on or before 31 July 1999.

      The Proposed Disposal of Plastic Centre and Proposed Acquisition of PCV are subject to the relevant authorities approvals.

3.0 RATIONALE
      The Proposed Disposal of Plastic Centre is part of the ongoing rationalization exercise of ASB to divest investments which do not generate sufficient contribution to the Groups earnings. However, ASB will continue to retain its interest in PCV to maintain the ongoing agreement previously executed between Plastic Centre and Hirotako Holdings Berhad. Calmford will continue to be the investment holding company of ASB for all other future overseas manufacturing ventures.
4.0 FINANCIAL EFFECTS
    4.1 Share Capital
        The Proposed Disposal of Plastic Centre, Proposed Acquisition of PCV and Proposed Acquisition of Calmford (hereinafter referred to as Proposals) will not have any effect on the share capital of ASB as the consideration for these transactions shall be fully settled in cash.

    4.2 Net Tangible Assets
        The Proposals are not expected to have any material effect on the net tangible asset value of the Group.
      4.3 Earnings
          The Proposals are not expected to have any material effect on the financial results of the Group for the year ending 31 December 1999. However, with the consolidation of Group operations, the earnings of the Group is projected to improve in the long term.


      5.0 DIRECTORS AND SUBSTANTIAL STOCKHOLDERS INTERESTS
          Save for Mr Sng Chong Khian, a director of ASB, who has an indirect interest in Plastic Centre through Gedong Bakti Sdn Bhd which holds the remaining 30% equity interest in Plastic Centre, none of the directors or substantial stockholders of ASB has any interest, direct or indirect, in the Proposals.

      Announcement Info

      Company NameADVANCE SYNERGY BERHAD  
      Stock Name ASB
      Date Announced28 Apr 1999  
      CategoryGeneral Announcement
      Reference NoCU-990427-55240

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