TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : COMBINATION OF TRANSACTIONS ICON OFFSHORE BERHAD ("ICON" OR "COMPANY") (I) PROPOSED ACQUISITION OF LIANNEX FLEET; (II) PROPOSED ACQUISITION OF YINSON POWER MARINE; (III) PROPOSED ACQUISITION OF REGULUS OFFSHORE; (IV) PROPOSED ACQUISITION OF YINSON CAMELLIA; (V) PROPOSED ACQUISITION OF YPVPL; (VI) PROPOSED ACQUISITION OF YPL; (VII) PROPOSED ACQUISITION OF ICON BAHTERA; AND (VIII) PROPOSED ACQUISITION OF ICON WAJA

ICON OFFSHORE BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
COMBINATION OF TRANSACTIONS
Description 
ICON OFFSHORE BERHAD ("ICON" OR "COMPANY")

(I)	PROPOSED ACQUISITION OF LIANNEX FLEET;
(II)	PROPOSED ACQUISITION OF YINSON POWER MARINE;
(III)	PROPOSED ACQUISITION OF REGULUS OFFSHORE;
(IV)	PROPOSED ACQUISITION OF YINSON CAMELLIA;
(V)	PROPOSED ACQUISITION OF YPVPL;
(VI)	PROPOSED ACQUISITION OF YPL;
(VII)	PROPOSED ACQUISITION OF ICON BAHTERA; AND
(VIII) PROPOSED ACQUISITION OF ICON WAJA

Reference is made to the announcement in relation to the execution of the binding term sheets in relation to the Proposed Acquisitions dated 30 August 2024 ("Term Sheet Announcement"). Unless otherwise defined, all abbreviations and definitions used herein shall have the same meanings as the words and expressions defined in the Term Sheet Announcement. 

On behalf of the Board, Maybank IB wishes to announce that the Company has, on 22 November 2024, entered into the conditional share sale and purchase agreements ("SSPA") in relation to the following:

  1. Proposed acquisition of 100 ordinary shares in Liannex Fleet, representing 100% of the issued and paid-up share capital of Liannex Fleet by ICON from Liannex Corporation for a purchase consideration of RM182.0 million to be wholly satisfied via the issuance of 206,818,182 Consideration Shares at the Issue Price; 
  2. Proposed acquisition of 5,324,400 ordinary shares in Yinson Power Marine, representing 51% ordinary shares in Yinson Power Marine, being one of the subsidiaries of Liannex Fleet, by ICON from Mr. LHW for a purchase consideration f RM18.0 million to be wholly satisfied via the issuance of 20,454,545 Consideration Shares at the Issue Price;      
  3. Proposed acquisition of 525,000 ordinary shares in Regulus Offshore, representing 70% ordinary shares in Regulus Offshore, and 25,000,000 non-convertible redeemable preference shares (“RPS”) in Regulus Offshore, by ICON from Yinson Offshore for a purchase consideration of RM136.0 million to be wholly satisfied via the issuance of 154,545,455 Consideration Shares at the Issue Price;
  4. Proposed acquisition of 1 ordinary share in Yinson Camellia, representing 100% of the issued share capital of Yinson Camellia, by ICON from Yinson Offshore for a purchase consideration of RM24.0 million to be wholly satisfied via the issuance of 27,272,727 Consideration Shares at the Issue Price; 
  5. Proposed acquisition of 1 ordinary share in YPVPL, representing 100% of the issued and paid-up share capital of YPVPL and 10,289,000 redeemable convertible preference shares (“RCPS”) in YPVPL, by ICON from Yinson Capital for a purchase consideration of RM16.9 million to be wholly satisfied via the issuance of 19,204,545 Consideration Shares at the Issue Price; 
  6. Proposed acquisition of 1 ordinary share in YPL, representing 100% of the issued and paid-up share capital of YPL, and 1,700,000 RCPS in YPL, by ICON from Yinson Capital for a purchase consideration of RM8.7 million to be wholly satisfied via the issuance of 9,886,364 Consideration Shares at the Issue Price; 
  7. Proposed acquisition of 49,000 ordinary shares in ICON Bahtera, representing 49% of the issued share capital of ICON Bahtera, and 3,011,000 non-convertible RPS in ICON Bahtera, by ICON from Zell Transportation for a purchase consideration of RM33.7 million to be wholly satisfied via the issuance of 38,295,455 Consideration Shares at the Issue Price; and 
  8. Proposed acquisition of 450,000 ordinary shares in ICON Waja, representing 15% of the issued and paid-up share capital in ICON Waja, by ICON from Zell Transportation for a purchase consideration of RM9.8 million to be wholly satisfied via the issuance of 11,136,364 Consideration Shares at the Issue Price. 

Please refer to the attachment for further details.

This announcement is dated 22 November 2024.



Announcement Info

Company Name ICON OFFSHORE BERHAD
Stock Name ICON
Date Announced 22 Nov 2024
Category General Announcement for PLC
Reference Number GA1-22112024-00065