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Ancom Berhad ("Ancom" Or "the Company") - Proposed capital distribution by Nylex (Malaysia) Berhad ("Nylex"), a 51.94%-owned subsidiary of Rhodemark Development sdn Bhd Which in Turn Is a 50.10%-owned Subsidiary of Ancom; and - Proposed Disposals of the Entire Issued and paid-up share capital of Four (4) Wholly-owned Subsidiaries of Ancom, Namely Perusahaan Kimia Gemilang Sdn bhd, Fermpro Sdn Bhd, Kumpulan Kesuma sdn Bhd And Wedon Sdn Bhd, to Nylex For A Total Sale Consideration of Rm64,427,000 to Be Satisfied By the Issuance of 64,427,000 New Ordinary Shares of RM1.00 In Nylex At An Issue Price Of RM1.00 Per Share Credited as Fully Paid-up After The Proposed Capital Distribution ("Proposed Disposal") (Hereinafter Referred To As "The Proposals")
BackFeb 20, 2003
| General Announcement Reference No CU-030220-62827 |
| Submitting Merchant Bank | : | ASEAMBANKERS MALAYSIA BERHAD |
| Company Name | : | ANCOM BERHAD |
| Stock Name | : | ANCOM |
| Date Announced | : | 20/02/2003 |
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| Type | : | Announcement |
| Subject | : | Ancom Berhad ("Ancom" or "the Company") - Proposed Capital Distribution By Nylex (Malaysia) Berhad ("Nylex"), A 51.94%-Owned Subsidiary of Rhodemark Development Sdn Bhd Which In Turn Is A 50.10%-Owned Subsidiary Of Ancom; And - Proposed Disposals Of The Entire Issued And Paid-Up Share Capital Of Four (4) Wholly-Owned Subsidiaries Of Ancom, Namely Perusahaan Kimia Gemilang Sdn Bhd, Fermpro Sdn Bhd, Kumpulan Kesuma Sdn Bhd And Wedon Sdn Bhd, To Nylex For A Total Sale Consideration Of RM64,427,000 To Be Satisfied By The Issuance Of 64,427,000 New Ordinary Shares Of RM1.00 In Nylex At An Issue Price Of RM1.00 Per Share Credited As Fully Paid-Up After The Proposed Capital Distribution ("Proposed Disposal") (hereinafter referred to as "the Proposals") |
Contents :
1. INTRODUCTION
Further to the announcements made on 3 September 2002, 4 December 2002 and 18 February 2003 in relation to the Proposals, Aseambankers Malaysia Berhad ("Aseambankers") on behalf of the Board of Directors of Ancom ("Board"), is pleased to announce that Ancom and Nylex had entered into a supplemental agreement ("Supplemental Agreement") on 20 February 2003 to revise the Proposals as follows:-
(i) Nylex proposed to undertake a revised capital distribution of Nylex's investment to the shareholders of Nylex as follows:-
(a) proposed cancellation of fifty (50) sen from the entire issued and paid-up share capital of Nylex comprising 224,487,720 ordinary shares of RM1.00 each to be undertaken under Section 64 of the Companies Act, 1965 ("Proposed Revised Capital Reduction");
(b) consolidation of 224,487,720 ordinary shares of RM0.50 each in Nylex into 112,243,860 ordinary shares of RM1.00 each after the Proposed Capital Reduction ("Proposed Share Consolidation") and
(c) the resultant credit arising therefrom of RM112,243,860 is to be applied to distribute Nylex's entire investment in Tamco Corporate Holdings Berhad ("Tamco") of RM112,243,860 comprising of 224,487,720 ordinary shares of RM0.50 to entitled shareholders of Nylex on the basis of two (2) ordinary share of RM0.50 each in Tamco for every one (1) ordinary share of RM1.00 each in Nylex on a date to be determined later ("Proposed Revised Capital Distribution").
(The Proposed Revised Capital Reduction, the Proposed Share Consolidation and the Proposed Revised Capital Distribution are hereafter collectively known as the "Revised Nylex Proposals")
(ii) Ancom proposes to dispose the entire equity interest in four (4) of its wholly-owned subsidiaries, namely Perusahaan Kimia Gemilang Sdn Bhd, Fermpro Sdn Bhd, Kumpulan Kesuma Sdn Bhd and Wedon Sdn Bhd for a total sale consideration of RM64,427,000 to be satisfied by the issuance of 64,427,000 new ordinary shares at a proposed par value of RM1.00 each in Nylex at an issue price of RM1.00 per share credited as fully paid-up after the Proposed Revised Capital Distribution.(b) consolidation of 224,487,720 ordinary shares of RM0.50 each in Nylex into 112,243,860 ordinary shares of RM1.00 each after the Proposed Capital Reduction ("Proposed Share Consolidation") and
(c) the resultant credit arising therefrom of RM112,243,860 is to be applied to distribute Nylex's entire investment in Tamco Corporate Holdings Berhad ("Tamco") of RM112,243,860 comprising of 224,487,720 ordinary shares of RM0.50 to entitled shareholders of Nylex on the basis of two (2) ordinary share of RM0.50 each in Tamco for every one (1) ordinary share of RM1.00 each in Nylex on a date to be determined later ("Proposed Revised Capital Distribution").
(The Proposed Revised Capital Reduction, the Proposed Share Consolidation and the Proposed Revised Capital Distribution are hereafter collectively known as the "Revised Nylex Proposals")
2. SALIENT TERMS OF THE SUPPLEMENTAL AGREEMENT
Nylex and Ancom have entered into a Supplemental Agreement on 20 February 2003 to vary certain terms and conditions of the conditional sale and purchase agreement dated 3 September 2002 ("Conditional SPA"). The salient terms of the Supplemental Agreement are as follows:-
(i) the number of consideration shares is revised to 64,427,000 ordinary shares of RM1.00 each in Nylex; and
(ii) the Supplemental Agreement shall be conditional upon the conditions precedent being fulfilled within twelve months from the date of the Conditional SPA or by such later date(s) as Nylex and Ancom may mutually agree in writing.
(i) the number of consideration shares is revised to 64,427,000 ordinary shares of RM1.00 each in Nylex; and
(ii) the Supplemental Agreement shall be conditional upon the conditions precedent being fulfilled within twelve months from the date of the Conditional SPA or by such later date(s) as Nylex and Ancom may mutually agree in writing.
3. SUMMARY OF THE VARIATIONS IN THE REVISED NYLEX PROPOSALS
A summary of the variations in the Proposals compared to the Revised Nylex Proposals is detailed as follows:-
The Revised Nylex Proposals will not result in changes in the effects of the Proposals to the share capital, earnings, net tangible assets and major shareholders structure of Ancom as per the announcement dated 3 September 2002 and 4 December 2002.
After due consideration of the terms of the Supplemental Agreement, the Board is of the opinion that the Revised Nylex Proposals are in the best interest of Ancom.
The Supplemental Agreement dated 20 February 2003 will be available for inspection at the registered office of Ancom at Suite 1005, 10th Floor, Wisma Hamzah-Kwong Hing, No 1. Leboh Ampang 50100 Kuala Lumpur, during normal business hours of any working day during the period from the date of this announcement to the date of the EGM.