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Ancom Berhad ("Ancom" Or "the Company") - Proposed Reorganisation (as Defined Below)

BackJul 09, 2003
General Announcement
Reference No CU-030708-50989
Submitting Merchant Bank : ASEAMBANKERS MALAYSIA BERHAD
Company Name : ANCOM BERHAD 
Stock Name : ANCOM
Date Announced : 09/07/2003

Type : Announcement
Subject : Ancom Berhad ("Ancom" or "the Company")
- Proposed Reorganisation (as defined below)

Contents :

EXECUTIVE SUMMARY

Aseambankers Malaysia Berhad ("Aseambankers") on behalf of the Board of Directors of Ancom ("Board") is pleased to announce that the Company proposes to undertake a reorganisation of the subsidiaries of Ancom involving the following:-
 
(i) proposed acquisition by SM Integrated Transware Pte Ltd ("SMIT"), a 50.96%-owned subsidiary of Ancom, of 300,000 ordinary shares of RM1.00 each representing 30% of the issued and paid-up share capital of Pengangkutan Cogent Sdn Bhd ("PCSB"), a 70%-owned subsidiary of SMIT, from Lim Eng Poh and Mooi Ngan Cheng for a purchase consideration of RM2,166,808 to be satisfied by the issuance of 739,651 new ordinary shares of S$1.00 each in SMIT at an issue price of S$1.35 per share ("Proposed PCSB Acquisition");
 
(ii) Proposed disposal by Ancom to Synergy Trans-Link Sdn Bhd ("Synergy Trans-Link") of the following:-

(a) 5,000,000 ordinary shares and 24,470 8% non-cumulative redeemable preference shares ("RPS") preference shares of RM1.00 each, representing the entire issued and paid-up share capital of Synergy Concepts Sdn Bhd ("Synergy Concepts"), a wholly-owned subsidiary of Ancom, for a sale consideration of RM9,767,437 to be satisfied by issuance of 78,139,496 new ordinary shares of RM0.10 each in Synergy Trans-Link at par value and 19,534,874 zero-coupon 2003/2008 nominal value of irredeemable convertible unsecured loan stocks ("ICULS") of Synergy Trans-Link ("Proposed Synergy Concepts Disposal");

(b) 1,300,000 ordinary shares and 11,500 RPS of RM1.00 each, representing the entire issued and paid-up share capital of Synergy Point Sdn Bhd ("Synergy Point"), a wholly-owned subsidiary of Ancom, for a sale consideration of RM2,450,000 to be satisfied by issuance of 16,954,840 new ordinary shares of RM0.10 each in Synergy Trans-Link at an issue price of approximately RM0.12 per share and 4,900,000 ICULS of Synergy Trans-Link ("Proposed Synergy Point Disposal");

(c) 2 ordinary shares of RM1.00 each, representing the entire issued and paid-up share capital of Ancom Ship Management Sdn Bhd ("ASM"), a wholly-owned subsidiary of Ancom, for a sale consideration of RM28,898 to be satisfied by issuance of 231,184 new ordinary shares of RM0.10 each in Synergy Trans-Link at par value and 57,796 ICULS of Synergy Trans-Link ("Proposed ASM Disposal");

(d) 6,120,000 ordinary shares of RM1.00 each, representing 51% of the issued and paid-up share capital of Ancom-ChemQuest Terminals Sdn Bhd ("ACQT"), a 51%-owned subsidiary of Ancom, for a sale consideration of RM7,362,282 to be satisfied by issuance of 58,898,256 new ordinary shares of RM0.10 each in Synergy Trans-Link at par value and 14,724,564 ICULS of Synergy Trans-Link ("Proposed ACQT Disposal"); and

(e) proposed disposal by Synergy Tanker Sdn Bhd ("Synergy Tanker"), a wholly-owned subsidiary of Ancom, of 3,210,815 ordinary shares of S$1.00 each representing approximately 45.61% of the issued and paid-up share capital of SMIT after the Proposed PCSB Acquisition, for a sale consideration of RM13,303,771 to be satisfied by issuance of 67,167,648 new ordinary shares of RM0.10 each in Synergy Trans-Link at an issue price of approximately RM0.16 per share and 26,607,542 ICULS of Synergy Trans-Link ("Proposed SMIT Disposal");
 
(Hereinafter the Proposed Synergy Concepts Disposal, the Proposed Synergy Point Disposal, the Proposed ASM Disposal, the Proposed ACQT Disposal and the Proposed SMIT Disposal shall collectively be referred to as the "Proposed Disposals" and Synergy Concepts, Synergy Point, ASM, ACQT and SMIT shall collectively be referred to as "Transportation & Logistics Companies".)
 
(iii) proposed capitalisation of the net inter-company debts owing by Synergy Point and ASM to Elderberry Sdn Bhd ("ESB"), a wholly-owned subsidiary of Ancom, and Synergy Tanker and the inter-company debts owing by ESB to Synergy Concepts amounting to RM1,985,223 to be satisfied by the issuance of 19,852,230 zero-coupon 2003/2008 nominal value of ICULS in Synergy Trans-Link to Ancom ("Proposed Capitalisation of Debt");

(Hereinafter the Proposed PCSB Acquisition, the Proposed Disposals and the Proposed Capitalisation of Debts shall collectively be referred to as "Proposed Reorganisation").

The Proposed Disposals, the Proposed SMIT Acquisition (as defined in the attachment) and the Proposed Capitalisation of Debts form part of the rationalisation exercise undertaken by Ancom to reorganize the existing diverse business activities of the Ancom and its subsidiaries. Pursuant to the Proposed Disposals, the Transportation & Logistics Companies of Ancom will be housed under Synergy Trans-Link to facilitate accountability and enhance operational efficiency. It will enable Synergy Trans-Link to place greater focus on business activities to tap opportunities and to face challenges and competition in the marketplace.

The Proposed Reorganisation is subject to the approvals of the Securities Commission for the issuance of the ICULS, the Foreign Investment Committee for the Proposed Disposals and Bank Negara Malaysia for the issuance of the ICULS to Lim Hock Heng. The Proposed PCSB Acquisition, the Proposed Disposals and the Proposed SMIT Acquisition are inter-conditional.

The proforma financial effects of the Proposed Reorganisation are set out in the attachment of this announcement.

None of the Directors, major shareholders of Ancom, and persons connected to the Directors and/or major shareholders of Ancom, have any interest, either direct or indirect, in the Proposed Reorganisation. Lim Hock Heng is a common director of SMIT and PCSB and is also a major shareholder of SMIT. Lim Eng Poh is a director of PCSB and a major shareholder of PCSB. Accordingly, they are deemed interested in the Proposed PCSB Acquisition.

Shareholders are requested to read the attachment of this announcement for further details on the Proposed Reorganisation.

This announcement is dated 9 July 2003.




ancom-090703ann.doc

Attachments

  1. ancom-090703ann.doc (Size: 175,616 bytes)