General Announcement
Reference No
O&-050623-59002
Submitting Merchant Bank
:
K & N KENANGA BHD
Company Name
:
ASIAEP BHD
(MESDAQ Market)
Stock Name
:
ASIAEP
Date Announced
:
23/06/2005
Type
:
Announcement
Subject
:
AsiaEP Berhad ("AsiaEP" or the "Company")
PROPOSED ACQUISITION AND SUBSCRIPTION OF UP TO APPROXIMATELY 80% IN THE ISSUED AND PAID-UP SHARE CAPITAL OF CIMTEK PTE LTD ("CIMTEK")
Contents :
1. Introduction
K&N Kenanga Bhd (
"Kenanga"
), on behalf of the Company, had on 24 March 2005 announced (the
"Announcement"
) that the Company had on the same date entered into:-
(i) a conditional sale of shares agreement with Dr. Wang Ming and Diana Wang (collectively, the
"Vendors"
), both of whom are Singapore nationals, for the proposed acquisition of 101,851 and 13,300 ordinary shares of SGD1.00 each in Cimtek (
"Cimtek Shares"
) respectively, representing an aggregate of approximately 76.77% of Cimtek's current issued and paid-up share capital for a total purchase consideration of RM16,500,273 or RM143.29 per Cimtek Share (hereinafter referred to as the
"Principal Agreement"
);
(ii) a conditional subscription agreement with Cimtek for the proposed subscription of 24,426 new Cimtek Shares for a subscription price of RM3,500,002 or RM143.29 each; and
(iii) as part of the Acquisition Agreement, a conditional call option to acquire the remaining 34,849 Cimtek Shares held by Dr. Wang Ming which are not already owned by AsiaEP (upon completion of (i) and (ii) above) for a total purchase consideration of RM4,993,600 or RM143.29 per Cimtek Share.
(hereinafter collectively referred to as the
"Proposals"
)
Pursuant to the abovementioned Proposals, Kenanga, on behalf of the Company, wishes to announce that the Company had on 23 June 2005 entered into a supplemental agreement to the Principal Agreement with the Vendors (hereinafter referred to as the
"Supplemental Agreement"
) to clarify and vary certain terms of the Principal Agreement, specifically in connection with the provisions of the profit warranty and profit guarantees provided by the Vendors as set out in the Announcement.
The salient variations to the Principal Agreement pursuant to the Supplemental Agreement are set out in the attached Appendix 1 of this announcement.
2. Revised Timing of Submission and Estimated Time Frame for Completion
In connection with the Announcement, which, amongst others, states that the submission to the Securities Commission (
"SC"
) in relation to the Proposals is expected to be made within three (3) months from the date of the Announcement, we hereby wish to advice that in view of on-going due diligence on Cimtek and its subsidiaries, the submission to the SC is not envisaged to be made by 23 June 2005.
In view of the above, the submission to the SC in relation to the Proposals is expected to be made within one (1) month from 24 June 2005. The Proposals are estimated to be completed within three (3) months thereafter.
3.
Directors' and Substantial Shareholders' Interests
The directors of the Company and its substantial shareholders do not have any interest, directly or indirectly, in the Proposals and/or the Supplemental Agreement. Insofar as the existing directors and the substantial shareholders of the Company are able to ascertain and are aware, no persons connected to them have any interest, directly or indirectly, in the Proposals and/or the Supplemental Agreement.
4. Documents for Inspection
The Supplemental Agreement is available for inspection at the registered office of AsiaEP at 18 & 20, Jalan TK 2/1C, Taman Kinrara, Seksyen 2, 47100 Puchong, Selangor Darul Ehsan, during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 23 June 2005.