ICP Limited&rsquo s delisting offer has turned unconditional after its shareholders holding 87.59% of the shares in the company voted for the delisting resolution at its extraordinary general meeting (EGM) on June 9.

 

ICP needed shareholders holding at least 75% of the company&rsquo s shares to approve the delisting at the EGM. Once the approval is sought, ICP will delist from the Catalist board, irrespective of the number of acceptances received.

 

The company&rsquo s controlling shareholder, Aw Cheok Huat, had presented a formal proposal to its board to seek the voluntary delisting of the company on April 19. Aw&rsquo s proposed exit cash offer of 0.9 cents per share represented a premium of 16.88% over the volume weighted average price (VWAP) of 0.77 cents for the one-period up to and including April 1.

 

As at 6pm on June 9, Aw received valid acceptances of 116.5 million shares representing a 3.49% stake in the company.

 

As at April 19, Aw and his concert parties collectively owned or controlled some 2.01 billion shares or 60.2% of ICP&rsquo s total issued shares.

 

The exit offer will remain open till 5.30pm on June 23 and the deadline will not be extended.

 

THE substantial shareholder of Catalist-listed ICP : 5I4 0%, Aw Cheok Huat, has amassed more than 50 per cent of the total number of shares in the company, turning his offer unconditional in all respects.

 

ICP on Friday (Aug 18) announced that he received valid acceptances amounting to over 178.1 million offer shares, or 5.34 per cent of the total number of shares, as at 6 pm on Thursday.

 

This brought the shares that he and his concert parties owned, controlled or agreed to be acquired to 50.98 per cent.

 

Aw launched a mandatory conditional cash offer for ICP shares at S$0.007 apiece on Jul 11, after acquiring an additional 773.2 million shares.

 

Before the offer was announced, the shares he already owned and controlled, including those which were agreed to be acquired by him and his concert parties, made up 45.64 per cent of the total number of shares.

 

Despite the offer turning unconditional, the offeror does not intend to extend it beyond 5.30 pm on Aug 29.

 

The offer will not be open for acceptances beyond that time on that day, said the filing.

 

CATALIST-LISTED ICP will not proceed with its proposed placement of about 570.8 million shares at S$0.00876 apiece, for an approximate consideration of up to S$5 million, it announced on Thursday (Jul 13).

 

This follows the mandatory conditional cash offer by controlling shareholder Aw Cheok Huat on Jul 11 to acquire all the issued and paid-up ordinary shares of the company at S$0.007 per share.

 

The general offer constitutes a material adverse change which is likely to make it impracticable or inadvisable to market the placement shares or to enforce contracts for their purchase, the placement agent told ICP on Jul 12. It will likely also prejudice materially the success of the proposed placement.

 

The counter closed at S$0.008 on Thursday, up S$0.001 or 14.3 per cent.

 

The share price for ICP has fallen since the share placement was first announced. The proposed placement had been one rationale behind shareholder and board director Ang Kong Meng&rsquo s requisition for an extraordinary general meeting (EGM).

 

Shares of ICP closed at S$0.01 on Jun 7, before a trading halt was called ahead of the share placement announcement on Jun 8. After the halt was lifted following the announcement, the counter was unchanged.

 

On Jun 16, the company announced that it had received a requisition notice from Ang to convene an EGM to pass seven resolutions.

 

Ang said in his requisition notice that ICP&rsquo s recently proposed share placement &ldquo does not seem to be a true fundraising, as the company has not disclosed any potential acquisitions&rdquo . Instead, the company intends to &ldquo dilute shareholders&rsquo interest&rdquo , he alleged. He also sought the removal of three directors, including Aw.

 

ICP closed unchanged at S$0.01 on Jun 16.

 

The company called for a trading halt on Jul 11 afternoon, before the announcement that Aw had become ICP&rsquo s controlling shareholder that night, with a 42.63 per cent stake in the company.

 

A bourse filing on Jul 12 also announced that Ang had on Jul 11 sold 536 million of his shares in ICP, for S$3.75 million via a married deal. His stake in ICP fell to 5.26 per cent, from 21.34 per cent.

SUBSTANTIAL shareholder of Catalist-listed ICP : 5I4 +12.5% Aw Cheok Huat has launched a mandatory conditional cash offer for shares of the company at S$0.007 apiece, after acquiring an additional 773.2 million shares on Tuesday (Jul 11).

 

The offer was triggered after he acquired a 23.2 per cent stake in a S$5.4 million married deal, bringing his total deemed interest in ICP to 42.63 per cent, amounting to over 1.42 billion shares.

 

He was previously deemed to have a 19.43 per cent stake, comprising 647.6 million shares.

 

This change in shareholding comes ahead of ICP&rsquo s extraordinary general meeting (EGM) on Jul 26, requisitioned by shareholder Ang Kong Meng to pass seven resolutions.

 

Ang currently holds a direct interest of 10.99 per cent and indirect interest of 10.35 per cent in ICP.

 

The offer is made solely to comply with the Singapore Code on Take-overs and Mergers due to the acquisition, with no intention to introduce any major changes to the group&rsquo s existing businesses.

 

The offer consideration is 12.5 per cent lower than the counter&rsquo s last transacted price of S$0.008 on Jul 10, ahead of the trading halt called on Jul 11.

 

It represents a 24.7 per cent discount over the volume-weighted average price (VWAP) for the shares traded in ICP over the past one month. It also represents a 29.3 per cent, 28.6 per cent and 28.6 per cent premium over VWAP per share for the three-month, six-month and 12-month period respectively.

 

The offer is conditional upon the offeror receiving valid acceptances, which will result in the offeror and concert parties holding more than 50 per cent of ICP at the close of the offer.

 

Ang cited related-party transactions between ICP and Datapulse Technology as one rationale for his requisition notice. Aw Cheok Huat, who is also chairman of Datapulse, is the father of ICP executive director Aw Ming-Yao Marcus.

 

In its requisition circular regarding the matter, ICP&rsquo s board said that the familial relationship and the companies&rsquo related-party transactions &ldquo do not appear to be relevant nor a meritorious reason&rdquo to replace the directors.

 

The resolutions to be considered at the EGM include the removal of three directors and the appointment of two directors, including Ang himself.

 

Ang also called for the removal of any directors appointed between the date of the requisition letter and the EGM date, and for the company to cease any diversification or capital or fund-raising activities beyond its businesses from the date of the requisition letter.