ICON

0.760

+0.015 (+2%)

TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))

ICON OFFSHORE BERHAD

Type Announcement
Subject TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description
Icon Offshore Berhad ("Icon" or "the Company") - Receipt of Notice of Unconditional Mandatory Take-Over Offer from AmInvestment Bank Berhad on behalf of Liannex Maritime Sdn Bhd ("Offeror")
The Board of Directors of Icon (“Board”) wishes to announce that the Board had on 26 March 2024 received a notice of unconditional mandatory take-over offer (“Notice”) from AmInvestment Bank Berhad on behalf of the Offeror, to acquire all the following remaining securities which are not already held by the Offeror, the ultimate offeror i.e. Liannex Corporation (S) Pte Ltd and the persons acting in concert ("Offer"):-

(i) 269,637,488 Icon Shares ("Offer Share(s)"), representing approximately 49.8% shareholdings in Icon, for a cash offer price of RM0.635 per Offer Share ("Shares Offer Price") and such number of new Icon Shares that may be issued prior to the Closing Date pursuant to (a) the exercise/conversion of the outstanding warrants 2020/2028 issued by Icon ("Warrants"); (b) existing employee's share option scheme of Icon ("ESOS Options") (Warrants and ESOS Options are collectively referred to as the "Convertible Securities"); (c) restructured term loans under the debt restructuting exercise undertaken by Icon where the debt owing will be automatically exchanged to Icon Shares in the event of a formal approval of a take-over offer ("RTL3") and (d) Icon Shares allocated and to be issued and/or transferred pursuant to the existing employees' share grant plant ("ESGP"); and

(ii) 130,902,600 Warrants ("Offer Warrant(s)"), representing approximately 100.0% Warrants, for a cash offer price of RM0.001 per Offer Warrant.

(The Offer Shares and Offer Warrants are collectively referred to as "Offer Securities").

In accordance with the Rules on Take-Overs, Mergers and Compulsory Acquisitions, the Board will appoint an independent adviser to advise the Company and the holders of the Offer Securities on the fairness and reasonableness of the Offer. The announcement of the appointed independent adviser will be made in due course.

A copy of the Notice is enclosed in this announcement and the same will be posted to all holders of the Offer Securities within 7 days from the date of this announcement.

This announcement is dated 26 March 2024.



Please refer attachment below.



Announcement Info

Company Name ICON OFFSHORE BERHAD
Stock Name ICON
Date Announced 26 Mar 2024
Category General Announcement for PLC
Reference Number GA1-26032024-00044