INVESTOR RELATIONS

FORM OF NOTICE OF CONVERSION OF 5-YEAR 3.5% REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS ("RCULS" OR "BARAKAH-LA")

BURSA ANNOUNCEMENTS
Date : 09 March 2000

PROPOSED ACQUISITION BY ANCOM BERHAD OF 1,002,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING 50.1% EQUITY INTEREST IN MALAY SINO TECHNOLOGIES SDN BHD FOR A TOTAL CASH CONSIDERATION OF RM9,680,000

ANCOM BERHAD

TypeReply to query
Reply to Query Letter by KLSE reference IDKM-000307-60320
SubjectPROPOSED ACQUISITION BY ANCOM BERHAD OF 1,002,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING 50.1% EQUITY INTEREST IN MALAY SINO TECHNOLOGIES SDN BHD FOR A TOTAL CASH CONSIDERATION OF RM9,680,000

Contents :

We refer to the Kuala Lumpur Stock Exchange’s (“KLSE”) letter dated 7 March 2000 and are pleased to provide the following information on behalf of the Board of Directors of Ancom Berhad (“Ancom”) for public release:


1. Whether the Proposals require the approval of shareholders of Ancom

The Proposals do not require the approval of the shareholders of Ancom.

2. Direct and indirect shareholdings of interested Directors in Ancom

The shareholdings of the interested Directors in Ancom as at 29 February 2000 are provided in Table 1 below.

3. Net tangible assets (“NTA”) of MST

The audited NTA of MST as at 31 December 1999 is RM2,156,989.

4. Statement by the Board of Directors of Ancom

The Board of Directors of Ancom is of the opinion that the terms of the Proposals are fair and reasonable and in the best interests of the Company and its shareholders.

5. The Put Option

(a) Salient Features of the Put Option

The salient features of the Put Option, other than those disclosed in the announcement dated 29 February 2000, are:

      Upon receipt of a notice from the Vendors of the exercise of the Put Option, Ancom is required to obtain approvals from the relevant authorities within 120 days of the receipt of the notice and complete the purchase of the option shares on the 30th day falling after the date on which Ancom obtains the last approval from the relevant authorities. On the completion date, Ancom shall pay to the Vendors the price for the option shares.
      The option shares in MST shall be acquired by Ancom free from all liens, charges or any other encumbrances thereto and with all rights attaching thereto, including all dividends and distributions declared in respect thereof with effect from the completion date.

(b) Number of MST shares held by the Vendors

      Upon the completion of the Proposed Acquisition, the Vendors will hold 978,000 ordinary shares of RM1.00 each representing 48.9% of the issued and paid-up capital of MST.
(c) Estimated Option Price

      Based on the audited accounts of MST as at 31 December 1999, the estimated option price is approximately RM1.73 per MST share.

6. Market Capitalisation

Based on the five (5)-day weighted average market price of Ancom shares to 28 February 2000 (being a day before the share sale and purchase agreement was signed) of RM4.66, the market capitalistion of Ancom shares is approximately RM556 million.

Table 1 - Shareholdings of Interested Directors in Ancom as at 29 February 2000

Direct
Indirect
No. of shares held
%
No. of shares held
%
YABM Raja Tun Mohar bin Raja Badiozaman
20,791
0.02
598,947(a)
0.50
Siew Ka Wei
4,928,000
4.13
11,165,853(b)
9.36
Y Bhg Dato' Siew Nim Chee
464,000
0.39
15,943,427(c)
13.36
Notes:

(a) Represents shares held by Toh Puan Norella bte Talib.

(b) Represents shares held by Silver Dollars Sdn Bhd, Siew Nim Chee & Sons Sdn Bhd, Dato' Siew Nim Chee and Young Ka Mun.

(c) Represents shares held by Silver Dollars Sdn Bhd, Siew Nim Chee & Sons Sdn Bhd, Siew Ka Wei, Siew Ka Kheong and Young Ka Mun.

Query Letter Contents :


We refer to your announcement on 29 February 2000 in respect of the above
mentioned Proposals.
In this connection, kindly furnish the Exchange with the following additional
information for public release:-
Whether the Proposals require the approval of shareholders of Ancom.
Direct and indirect shareholdings in the Company of interested directors and
substantial shareholders of Ancom.
Net tangible assets of MST based on its latest audited accounts and state the
financial year end of such audited accounts.
A statement by the entire Board of Directors of Ancom stating whether the
Proposals are in the best interest of the Company, and where a director
disagrees with such statement, a statement by the director setting out the
reasons and factors taken into considerations in forming such opinion.
In respect of the Put Option:-
The salient features/ terms;
The number of shares in MST held by the vendors; and
The estimated option exercise price based on the current latest audited
accounts of MST.
6. Market capitalisation of Ancom based on the weighted average market price
of the Company’s shares for the five (5) market days prior to the date on which
the terms of the Proposals were agreed upon.
Please furnish the Exchange with your reply within two (2) market days from the
date hereof.

Yours faithfully
KUALA LUMPUR STOCK EXCHANGE

LISA LAM
Senior Manager, Listing Operations

LL/CKM

Copy : Securities Commission


Announcement Info

Company NameANCOM BERHAD  
Stock Name ANCOM    
Date Announced9 Mar 2000  
CategoryGeneral Announcement
Reference NoMM-000309-63015

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