General Announcement
Reference No
O&-060323-62720
Submitting Merchant Bank
:
K & N KENANGA BHD
Company Name
:
ASIAEP BHD
(MESDAQ Market)
Stock Name
:
ASIAEP
Date Announced
:
23/03/2006
Type
:
Announcement
Subject
:
ASIAEP BERHAD ("ASIAEP" OR THE "COMPANY")
PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF CONVERSANT SOLUTIONS PTE LTD ("the Proposed Acquisition")
Contents :
We refer to the Company's announcement dated 7 October 2005 (defined hereon as the
"Announcement"
) whereby the Company had announced it had on even date entered into a conditional sale of shares agreement with Mr Cheong Kong Wai (
"Vendor"
) to acquire the entire issued and paid-up share capital of Conversant Solutions Pte Ltd (
"Conversant"
) from the Vendor for a purchase consideration of up to RM9,900,000 (
"Purchase Consideration"
). Pursuant to the terms of the Proposed Acquisition, the settlement of the Purchase Consideration is based on the meeting of an irrevocable profit guarantee provided by the Vendor of an aggregate of RM5,700,000 in respect of Conversant's audited profit after tax attributable to shareholders over three (3) consecutive financial years beginning from the financial year ended 31 December 2005. Further details in respect of the terms and conditions of the Proposed Acquisition is more particularised in the Announcement.
Following from the Announcement, K&N Kenanga Berhad (
"Kenanga"
), on behalf of the Board of Directors of asiaEP, is pleased to announce that the Securities Commission
(
"
SC"
) had vide its letter dated 22 March 2006 (
"Approval Letter"
), which was received by Kenanga on 23 March 2006, given its approval for the Proposed Acquisition, subject to the following terms:-
(i)
that the Proposed Acquisition for a total purchase consideration of up to RM9,900,000 shall be satisfied in the following manner:-
(a)
Up to RM4,950,000 in the form of up to 18,333,334 new asiaEP ordinary shares of par value RM0.10 each (
"asiaEP Shares"
) at an issue price of RM0.27 each to be allotted and issued to the existing shareholder of Conversant; and
(b)
Up to RM4,950,000 in cash payable to the Vendor; and
(ii)
the listing and quotation for the new asiaEP Shares to be issued and allotted to the Vendor as part of the Purchase Consideration on the MESDAQ Market of Bursa Malaysia Securities Berhad.
Further to the above, the Approval Letter also sets out the conditions to the SC's approval for the Proposed Acquisition as follows:-
(i) Kenanga/asiaEP should fully comply with the relevant requirements pertaining to the implementation of the Proposed Acquisition as stipulated in the Listing Requirements for MESDAQ Market; and
(ii)
Kenanga/asiaEP should inform the SC of the completion of the Proposed Acquisition.
This announcement is dated 23 March 2006.