On behalf of the Board of Directors of Icon, KAF Investment Bank Berhad wishes to announce that Icon’s wholly-owned subsidiary, Icon Fleet Sdn Bhd, had on 2 October 2020, entered into the following agreements and deed:

1. memorandum of agreement with Perisai Pacific 101 (L) Inc (as seller), Oversea-Chinese Banking Corporation Limited, Labuan Branch and Oversea-Chinese Banking Corporation Limited, Singapore Branch (acting as attorney of PP101) and Perisai Petroleum Teknologi Bhd (“PPTB”) (as warrantor) for the purchase of the Rig by the MOA Purchaser (as defined in this announcement);
2. share sale agreement with PPTB (as vendor) for the purchase of the 51,000 ordinary shares in Perisai Offshore Sdn Bhd (“POSB”) representing 51% of the issued share capital of POSB by the SSA Purchaser (as defined in this announcement); and
3. deed of purchase and assignment of intellectual property with Perisai Drilling Sdn Bhd (as assignor), Perisai Drilling Holdings Sdn Bhd and PPTB (collectively as warrantors) for the purchase and assignment of the Assigned Intellectual Property by the Assignee (as defined in this announcement)

(collectively, “Transaction Documents”),

for the Proposed Acquisitions for a total cash consideration of USD42,545,000.00 to be satisfied entirely in cash upon the terms and conditions as set out in the Transaction Documents.

In conjunction with the Proposed Acquisitions, the Company intends to seek its shareholders’ approval to vary the utilisation of proceeds arising from the Rights Issue of Shares with Warrants (as defined in this announcement) previously undertaken by Icon to facilitate the Proposed Acquisitions.

Please refer to the attachment for further details of the Proposals.

This announcement is dated 2 October 2020.