ICON-WA - Notice of Book Closure

ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2020 / 2028 OF ICON OFFSHORE BERHAD ("ICON" OR THE "COMPANY") ("WARRANTS A") IN ACCORDANCE WITH THE PROVISIONS OF THE DEED POLL DATED 9 JANUARY 2020 CONSTITUTING THE WARRANTS A ("DEED POLL A") PURSUANT TO THE CONSOLIDATION OF EVERY 5 EXISTING ORDINARY SHARES IN ICON ("ICON SHARES" OR "SHARES") HELD AT 5.00 P.M. ON 28 NOVEMBER 2023 ("ENTITLEMENT DATE") INTO 1 ICON SHARE ("CONSOLIDATED SHARE") ("SHARE CONSOLIDATION") ("ADJUSTMENTS")

Kindly be advised of the following :

1) The above Company's securities will be traded and quoted "Ex - Adjustment” as from: 27 Nov 2023
2) The last date of lodgment : 28 Nov 2023

Remarks 1: 

Participating Organisations are to take note of the following Share Consolidation exercise by ICON OFFSHORE BERHAD - WARRANTS A 2020/2028.

The Share Consolidation comprises the following: -

ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2020 / 2028 OF ICON OFFSHORE BERHAD ("ICON" OR THE "COMPANY") ("WARRANTS A") IN ACCORDANCE WITH THE PROVISIONS OF THE DEED POLL DATED 9 JANUARY 2020 CONSTITUTING THE WARRANTS A ("DEED POLL A") PURSUANT TO THE CONSOLIDATION OF EVERY 5 EXISTING ORDINARY SHARES IN ICON ("ICON SHARES" OR "SHARES") HELD AT 5.00 P.M. ON 28 NOVEMBER 2023 ("ENTITLEMENT DATE") INTO 1 ICON SHARE ("CONSOLIDATED SHARE") ("SHARE CONSOLIDATION") ("ADJUSTMENTS")

In relation to the warrants adjustment undertaken by ICON-WA as a SPEEDS Corporate Exercise, Bursa Malaysia Securities Berhad would like to highlight that:

(a) on or after the Ex-date on 27 Nov 2023, trading of ICON-WA shares will be based on the newly adjusted warrants arising from warrants adjustments,

(b) on the basis of settlement taking place after 28 Nov 2023 with adjusted ICON-WA shares, an entitled warrants holder who owns ICON-WA shares as at Ex-date may sell only up to the maximum ICON-WA shares he expects to receive after the adjustment, i.e. the reduced amount, on or after the Ex-date 27 Nov 2023.

With the warrants adjustments pursuant to the Share Consolidation effected on ICON-WA shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled ICON-WA shareholder may use the following basis to estimate the maximum number of ICON-WA shares that he may sell from the Ex-date until the Book Closing Date which is from 27 Nov 2023 until 28 Nov 2023.

Number of ICON-WA shares                                                               Number of shares held/5
that may be sold from 27 Nov 2023                              =                                       
until 28 Nov 2023                                                                 (All fractional shares computed should be disregarded)

Illustration:

For example, if Mr X owns or purchases 500 ICON-WA shares on cum basis on 24 Nov 2023, his CDS account would still show 500 ICON-WA shares until 28 Nov 2023. However, as a result of the above Share Consolidation exercise, Mr X’s 500 ICON-WA shares in his CDS account will be adjusted to 100 ICON-WA shares on the night of 28 Nov 2023 which is the Book Closing Date. Therefore, Mr X may, if he so wishes, sells only up to 100 ICON-WA shares on or after the Ex-date i.e. from 27 Nov 2023 onwards.

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 27 Nov 2023 until 28 Nov 2023, they are only entitled to sell the maximum of 1/5 of the shares owned before the Ex-date. Participants Organisations are reminded that it is important to caution all dealers and remisiers on the above to prevent the dealers and remisiers from overselling of their client’s position

Remarks 2:

Pursuant to the Share Consolidation, the exercise price and number of outstanding Warrants A which are not exercised prior to the Entitlement Date will be adjusted in accordance with the provisions of the Deed Poll A.

The Warrants A will be consolidated on the basis of every 5 Warrants A held by the entitled holders of Warrants A (whose names appear in the Record of Depositors for the Warrants A at 5.00 p.m. on the Entitlement Date) into 1 Warrant A ("Consolidated Warrant A"). 

Fractional entitlements arising from the Adjustments, if any, shall be disregarded and/or dealt with by the Board of Directors of the Company in such manner at its absolute discretion as it may deem fit or expedient and in the best interest of the Company.

Pursuant to the Adjustments, the existing number of 654,513,210 Warrants A will be adjusted into a maximum number of 130,902,642 Consolidated Warrants A. The actual number of Consolidated Warrants A to be issued and allotted would depend on the number of outstanding Warrants A which have yet to be exercised into new Shares as at the Entitlement Date.

Further, the existing exercise price of Warrants A of RM0.165 each will be revised to RM0.825 each pursuant to the Adjustments.

The Consolidated Warrants A will be listed and quoted on the Main Market of Bursa Malaysia Securities Berhad ("Bursa Securities") 29 November 2023 ("Listing Date"), being the next market day following the Entitlement Date.

The notices of allotment for the Consolidated Warrants A will be issued and despatched to the entitled holders within 4 market days after the Listing Date. The notice to the holders of Warrants A (setting out the details of the Adjustments) will be despatched in due course.

The Adjustments will result in a reduction in the number of Warrants A available in the market and the trading price of the Warrants A will be adjusted accordingly in proportion to the basis of the Share Consolidation. The entitled holders of Warrants A are strongly advised to trade cautiously to prevent overselling of their position in respect of the Warrants A held.