On behalf of the Board of Directors of Iconic (“Board”), M&A Securities Sdn Bhd (“M&A Securities”) wishes to announce that the Company had on 14 September 2022 entered into a conditional share purchase agreement (“SPA”) with Dato’ Seri Tan Kean Tet and Tan Seok Ying (collectively, the “Vendors”) to acquire a total of 200,000 ordinary shares in Goldenluck Development Sdn Bhd (“Goldenluck”) (“Sale Shares”), representing 100% equity interest in Goldenluck for a purchase consideration of approximately RM39.80 million (“Purchase Consideration”) (“Proposed Acquisition”).

The Proposed Acquisition is deemed as a related-party transaction pursuant to Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”). Dato’ Seri Tan Kean Tet (Group Managing Director) and Tan Seok Ying (Executive Director) are the Vendors of the Sale Shares under the Proposed Acquisition. In this regard, Iconic has appointed MainStreet Advisers Sdn Bhd (“Mainstreet”) to act as the Independent Adviser to advise the non-interested Directors and non-interested shareholders of Iconic as to whether the Proposed Acquisition is fair and reasonable insofar as the non-interested shareholders are concerned, and whether the Proposed Acquisition is to the detriment of the minority shareholders of Iconic.

Further, the Company intends to undertake the following proposals:

(i) proposed renounceable rights issue of up to 1,124,706,544 new ordinary shares in Iconic (“Iconic Shares” or “Shares”) (“Rights Shares”) on the basis of 2 Rights Shares for every 1 existing Share held (“Rights Shares Entitlement Basis”), together with up to 749,804,362 free detachable warrants in Iconic (“Warrants”) on the basis of 2 Warrants for every 3 Rights Shares subscribed by the entitled shareholders (“Warrants Entitlement Basis”) of the Company on an entitlement date to be determined (“Entitlement Date”) (“Entitled Shareholders”) (“Proposed Rights Issue with Warrants”);

(ii) proposed exemption under Paragraphs 4.08(1)(b) and 4.08(1)(c) of the Rules on Take-Overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia (“SC”) (“Rules”) to Dato’ Seri Tan Kean Tet and persons acting in concert with him (“PACs”), from the obligation to undertake a mandatory offer for all the remaining Iconic Shares not already owned by him and the PACs (“Mandatory Offer”) pursuant to:

• the subscription of the Rights Shares (including the excess Rights Shares) by Dato’ Seri Tan Kean Tet pursuant to the Undertakings (as defined under Section 3.6 of this announcement) and the PACs; and
• the exercise of the Warrants held by Dato’ Seri Tan Kean Tet and the PACs into new Iconic Shares during the tenure of the Warrants. ("Proposed Exemption").
   

Pursuant to Paragraph 4.08(3) of the Rules, the Company has appointed Mainstreet as the Independent Adviser to advise the non-interested Directors and non-interested shareholders of Iconic on the Proposed Exemption; and

(iii) proposed set-off of the Purchase Consideration against the subscription monies payable by Dato Seri Tan Kean Tet and Modern Rewards Sdn Bhd (“Modern Rewards”) pursuant to their irrevocable undertaking to subscribe up to the minimum subscription level for the Proposed Rights Issue with Warrants (“Proposed Set-Off”).

The Proposed Acquisition, Proposed Rights Issue with Warrants, Proposed Exemption and Proposed Set-Off are collectively referred to as the “Proposals”.

Further details of the Proposals are set out in the attachement.

This announcement is dated 19 September 2022.