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Ancom Berhad ("Ancom" Or "the Company") - Proposed capital distribution by Nylex (Malaysia) Berhad ("Nylex"), a Subsidiary of the Company; 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 128,854,000 New Ordinary Shares of RM0.50 In Nylex At An Issue Price Of RM0.50 Per Share Credited As Fully Paid-up After The Proposed Capital Distribution ("Proposed Disposal")
BackFeb 18, 2003
| General Announcement Reference No CU-030218-59825 |
| Submitting Merchant Bank | : | ASEAMBANKERS MALAYSIA BERHAD |
| Company Name | : | ANCOM BERHAD |
| Stock Name | : | ANCOM |
| Date Announced | : | 18/02/2003 |
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| Type | : | Announcement |
| Subject | : | Ancom Berhad ("Ancom" or "the Company") - Proposed Capital Distribution By Nylex (Malaysia) Berhad ("Nylex"), A Subsidiary Of The Company; 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 128,854,000 New Ordinary Shares Of RM0.50 In Nylex At An Issue Price Of RM0.50 Per Share Credited As Fully Paid-Up After The Proposed Capital Distribution ("Proposed Disposal") |
Contents :
We refer to the announcements made by Aseambankers Malaysia Berhad ("Aseambankers") on behalf of Ancom on 3 September 2002 and 4 December 2002 in relation to, amongst others, the following:-
Nylex, a 51.94%-owned subsidiary of Rhodemark Development Sdn Bhd which in turn is a 50.10%-owned subsidiary of Ancom, proposed to undertake a capital distribution of Nylex's investment to the shareholders of Nylex as follows:-
(a) the 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 Capital Reduction"); and
(b) the resultant credit arising therefrom of RM112,243,860 is to be applied to distribute Nylex's entire investment in Tamco Corporate Holdings Sdn 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 one (1) ordinary share of RM0.50 each in Tamco for every one (1) ordinary share at a proposed par value of RM0.50 each in Nylex on a date to be determined later.
The Proposed Capital Reduction, without consolidating into ordinary shares of RM1.00 each, would effectively result in splitting the par value of Nylex's ordinary shares from existing RM1.00 per share to RM0.50 per share. This does not conform to the existing Policies and Guidelines on Issue/Offer of Securities of the Securities Commission ("SC's Guidelines"). In this regard, an application was made by Nylex to the SC for a waiver for the departure of the SC's Guidelines.
On behalf of the Company, Aseambankers wishes to announce that Nylex's application for the above waiver was not approved by the SC as announced by Nylex on 17 February 2003. In this regard, Nylex is required to furnish a revised Proposed Reorganisation Scheme to the SC for their further consideration. The Company will make an announcement in relation to the revised Proposed Restructuring Scheme by Nylex in due course.
In addition, we would like to announce on behalf of Ancom that the Proposed Disposal does not require the approval of the SC.
This announcement is dated 18 February 2003.
Nylex, a 51.94%-owned subsidiary of Rhodemark Development Sdn Bhd which in turn is a 50.10%-owned subsidiary of Ancom, proposed to undertake a capital distribution of Nylex's investment to the shareholders of Nylex as follows:-
(a) the 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 Capital Reduction"); and
(b) the resultant credit arising therefrom of RM112,243,860 is to be applied to distribute Nylex's entire investment in Tamco Corporate Holdings Sdn 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 one (1) ordinary share of RM0.50 each in Tamco for every one (1) ordinary share at a proposed par value of RM0.50 each in Nylex on a date to be determined later.
The Proposed Capital Reduction, without consolidating into ordinary shares of RM1.00 each, would effectively result in splitting the par value of Nylex's ordinary shares from existing RM1.00 per share to RM0.50 per share. This does not conform to the existing Policies and Guidelines on Issue/Offer of Securities of the Securities Commission ("SC's Guidelines"). In this regard, an application was made by Nylex to the SC for a waiver for the departure of the SC's Guidelines.
On behalf of the Company, Aseambankers wishes to announce that Nylex's application for the above waiver was not approved by the SC as announced by Nylex on 17 February 2003. In this regard, Nylex is required to furnish a revised Proposed Reorganisation Scheme to the SC for their further consideration. The Company will make an announcement in relation to the revised Proposed Restructuring Scheme by Nylex in due course.
In addition, we would like to announce on behalf of Ancom that the Proposed Disposal does not require the approval of the SC.
This announcement is dated 18 February 2003.