General Announcement
Reference No
O&-050922-62662
Submitting Merchant Bank
:
K & N KENANGA BHD
Company Name
:
ASIAEP BHD
(MESDAQ Market)
Stock Name
:
ASIAEP
Date Announced
:
22/09/2005
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") ("PROPOSALS")
Contents :
We refer to the announcements dated 24 March 2005, 1 April 2005, 23 June 2005 and 22 July 2005 by K&N Kenanga Bhd (
"Kenanga"
), on behalf of the Company, in respect of the Proposals. The Company had on 24 March 2005 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
"Acquisition 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 (
"Subscription Agreement"
); 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.
The Acquisition Agreement and the Subscription Agreement (collectively referred to as the
"Agreements"
) provide for a Stop Date whereby in the event that any of the conditions precedent (as set out in the Company's announcement dated 24 March 2005) are not obtained within six (6) months from the date of the Agreements (being 23 September 2005), or such other later date as may be mutually agreed upon in writing, the Agreements shall then be terminated.
On behalf of the Company, Kenanga wishes to announce that the parties to the Agreements had mutually agreed not to extend the Stop Date and have via letters dated 20 September 2005 and 21 September 2005 terminated the Subscription Agreement and the Acquisition Agreement respectively.
As a result, the Agreements shall be deemed to be terminated from 20 September 2005 onwards and the Agreements shall cease to have any further effect and the parties to the Agreements shall have no claim against each other.
This announcement is dated 22 September 2005.