CIRCULAR TO SHAREHOLDERS IN RELATION TO

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) has not perused this circular prior to its issuance as it is an exempted Circular. Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. ICON OFFSHORE BERHAD (Company No.: D) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO PROPOSED SHARE BUY-BACK OF UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP ORDINARY SHARE CAPITAL OF ICON OFFSHORE BERHAD The resolution pertaining to the Proposed Share Buy-Back will be tabled under Special Business at the Third Annual General Meeting ( AGM ) to be held at The Royale Chulan Hotel, 5, Jalan Conlay, Kuala Lumpur on Wednesday, 27 May 2015 at a.m., or at any adjournment thereof. The Notice of AGM and Form of Proxy are set out in ICON s Annual Report 2014 dispatched on 5 May The AGM will be held as follows:- Date and time of Annual General Meeting : Wednesday, 27 May 2015 at a.m. Last date and time for lodging the Form of Proxy : Monday, 25 May 2015 at a.m. This Circular is dated 12 May 2015

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular Act : Companies Act, 1965, as amended from time to time and any reenactment thereof AGM : Annual General Meeting Board : Board of Directors of the Company Bursa Securities : Bursa Malaysia Securities Berhad ( W) Circular : This Circular dated 12 May 2015 which sets out details of the Proposed Share Buy-Back Code : Malaysian Code on Takeovers and Mergers 2010, and any amendment made thereto from time to time EPS : Earnings per Share : FYE : Financial year ended ICON or Company Icon Offshore Berhad ( D) ICON Group or Group Collectively, ICON and its subsidiaries ICON Share(s) or Share(s) Ordinary shares of RM0.50 each in ICON Listing Requirements : Main Market Listing Requirements of Bursa Securities, as amended from time to time LPD : 7 May 2015, being the last practicable date prior to printing of this Circular NTA : Net tangible assets Proposed Share Buy-Back : Proposed authority to enable the Company to purchase ICON Shares of up to 10% of the issued and paid-up ordinary share capital of ICON RM and sen : Ringgit Malaysia and sen, respectively WAP : Weighted average market price Words denoting the singular only shall include the plural and vice versa and words denoting the masculine gender shall, where applicable include the feminine and neuter genders and vice versa. References to persons shall include a corporation, unless otherwise specified. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. All references to the time of day in this Circular are references to Malaysian time, unless otherwise stated. All references to our Company in this Circular are to ICON, references to our Group are to our Company and our subsidiaries and references to we, us, our and ourselves are to our Company, and save where the context otherwise requires shall include our subsidiaries. All references to you in this Circular are to our shareholders. (i)

3 TABLE OF CONTENTS LETTER TO SHAREHOLDERS CONTAINING: 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED SHARE BUY-BACK 1 3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK 3 4. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE 3 BUY-BACK 5. EFECTS OF THE PROPOSED SHARE BUY-BACK 4 6. PUBLIC SHAREHOLDINGS SPREAD 8 7. PURCHASE, RESALE AND CANCELLATION OF ICON SHARES MADE IN THE 8 PREVIOUS TWELVE (12) MONTHS 8. SHARE PRICE PERFORMANCE 8 9. MAJOR SHAREHOLDERS' AND/OR DIRECTORS INTERESTS APPROVAL REQUIRED DIRECTORS' RECOMMENDATION AGM 9 APPENDICES FURTHER INFORMATION 10 EXTRACT OF RESOLUTION 7 11 (ii)

4 ICON OFFSHORE BERHAD (Company No.: D) (Incorporated in Malaysia under the Act) Registered Office: Level 21, Suite The Gardens South Tower, Mid Valley City Lingkaran Syed Putra Kuala Lumpur Malaysia 12 May 2015 Board of Directors Raja Tan Sri Dato' Seri Arshad bin Raja Tun Uda (Chairman & Non-Independent Non-Executive Director) Dato' Abdul Rahman bin Ahmad (Non-Independent Non-Executive Director) Syed Yasir Arafat bin Syed Abd Kadir (Non-Independent Non-Executive Director) Dr. Jamal bin Gordon Duclos (Chief Executive Officer & Non-Independent Executive Director) Datuk Wira Azhar bin Abdul Hamid (Senior Independent Non-Executive Director) Edwanee Cheah bin Abdullah (Independent Non-Executive Director) Madeline Lee May Ming (Independent Non-Executive Director) Datuk Abdullah bin Ahmad (Independent Non-Executive Director) James William Iler (Independent Non-Executive Director) To: Our shareholders Dear Sir / Madam, 1. INTRODUCTION On 11 May 2015, the Company had announced that it proposes to undertake a proposed share buy-back of up to ten percent (10%) of its issued and paid-up ordinary share capital. The purpose of this Circular is to provide you with information on the Proposed Share Buy-Back and to seek your approval for the ordinary resolution relating to the Proposed Share Buy-Back to be tabled at the forthcoming AGM of the Company to be convened. The Notice of the AGM together with the Form of Proxy is set out in ICON s Annual Report You are advised to read the contents of this Circular carefully before voting on the resolution pertaining to the Proposed Share Buy-Back. SHAREHOLDERS OF ICON ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE ORDINARY RESOLUTION TO GIVE EFFECT TO THE PROPOSED SHARE BUY-BACK AT THE FORTHCOMING AGM. 2. DETAILS OF THE PROPOSED SHARE BUY-BACK ICON is proposing to seek authority from the shareholders to purchase up to ten percent (10%) of its issued and paid-up ordinary share capital. Based on the issued and paid-up capital of the Company as at LPD of RM588,592, comprising 1,177,185,100 ICON Shares, the maximum number of ICON Shares that may be purchased by the Company pursuant to the Proposed Share Buy-Back amounts to 117,718,510 ICON Shares. Such purchase is subject to compliance under Section 67A of the Act, orders, guidelines, prevailing laws, rules, regulations, orders and requirements issued by the relevant authorities at the time of purchase. (1)

5 2.1 Effective Period The Proposed Share Buy-Back shall be effective upon the passing of the ordinary resolution authorising the Proposed Share Buy Back, until: (c) the conclusion of the next annual general meeting of ICON following the AGM at which this shareholders mandate will lapse unless by a resolution passed at the said annual general meeting, such authority is renewed, either unconditionally or subject with conditions; the expiration of the period within which the next annual general meeting of the Company is by law required to be held; or revoked or varied by an ordinary resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier. The Proposed Share Buy-Back will allow the Board to exercise the power of the Company to purchase its own Shares at any time within the abovementioned time period. 2.2 Quantum and Funding The number of shares to be purchased and timing of the purchase will depend on, interalia, market conditions, the availability of the retained profits/share premium and financial resources of ICON as well as Bursa Securities s requirement to maintain the necessary shareholding spread and minimum issued and paid-up share capital. The Proposed Share Buy-Back will be financed through internally generated funds and/or borrowings and will be made wholly out of the retained profits and/or the share premium account of ICON. Notwithstanding the above, the maximum amount of funds to be allocated for the ICON Shares under the Proposed Share Buy-Back will be subject to the amount of the retained earnings and/or share premium account of ICON. Based on the latest audited financial statements of ICON for the financial year ended 31 December 2014, the share premium account of the Company were RM311,210, There is no retained profit as at 31 December In the event ICON purchases its own shares using existing borrowings, ICON s Board will ensure that there are sufficient funds to repay the borrowings that the effect on ICON s cashflow arising from such payment will not jeopardise ICON Group s business operations. 2.3 Status and Treatment of Shares Purchased Subject to the compliance with Section 67A of the Act, the Listing Requirements and other relevant statutory and regulatory requirements, the Company will deal with the Shares purchased, in the following manner: (c) (d) (e) retain the Shares purchased as treasury shares; or cancel the Shares purchased; or combination of item 2.3 and ; and/or resell the treasury shares on Bursa Securities; and/or distribute treasury shares as share dividends. (2)

6 In the event that the Shares purchased are held as treasury shares, the rights attached to them as to voting, dividends and participation in any other distribution and otherwise are suspended and the treasury shares shall not be taken into account in calculating the number or percentage of Shares or of a class of shares in the Company for any purposes including the determination of substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for meetings and the result of a vote on resolution at meetings. 2.4 Pricing In accordance with the Listing Requirements, ICON may only purchase its own Shares at a price not more than 15% above the weighted average market price of ICON Shares for the past five (5) market days immediately preceding the date of purchase(s). Should ICON decide to retain the Shares purchased as treasury shares, ICON may only resell the said shares at a price which is: not less than the weighted average market price for the Shares for the 5 market days immediately prior to the resale; or not less than 5% below the weighted average market price for the Shares for the 5 market days immediately prior to the resale provided that : (i) (ii) the resale takes place no earlier than 30 days from the date of purchase; and the resale price is not less than the cost of purchase of the Shares being resold. 3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK The Proposed Share Buy-Back is intended to enable the Company to utilise any of its surplus financial resources which is not immediately required for other uses, to purchase its own shares from the market. The Company will be able to purchase its own shares when the Shares are being traded at values that are grossly below what the Board believes to be their intrinsic value. This will enable the prices of ICON Shares traded on the Bursa Securities to be stabilised and therefore better reflect its fundamentals. If the Shares purchased are subsequently cancelled, the EPS of ICON may strengthen and if so, it is expected to benefit the shareholders of the Company. If the purchased Shares are held as treasury shares, such Shares may potentially be resold on Bursa Securities at a higher price and therefore realising a potential gain in reserves. Should the treasury shares be distributed as share dividends, this would serve to reward the shareholders of the Company. 4. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY- BACK 4.1 Potential Advantages The potential advantages of the Proposed Share Buy-Back to ICON and its shareholders are as follows: allows the Company the flexibility to achieve its desired capital structure; and rewards the shareholders in the event the treasury shares are distributed as share dividends. (3)

7 4.2 Potential Disadvantages The potential disadvantages of the Proposed Share Buy-Back to ICON and its shareholders are as follows: any purchase by the Company of its own Shares will reduce its financial resources and may result in ICON foregoing better investment opportunities that may emerge in future; and as any purchase of its own Shares can only be made out of its retained profits and share premium account, it may result in the reduction of financial resources available for distribution to ICON s shareholders in the immediate future. Nevertheless, the Board of ICON will be mindful of the interest of the Company and its shareholders in undertaking any purchase of its own Shares and in the subsequent resale of treasury shares on Bursa Securities, if any. 5. EFFECTS OF THE PROPOSED SHARE BUY-BACK The financial effects of the Proposed Share Buy-Back are illustrated below based on the following assumptions: the purchase of ICON Shares of up to 10% of the issued and paid-up ordinary share capital of ICON is carried out in full; and ICON Shares so purchased are cancelled or alternatively retained as treasury shares or both. 5.1 Share Capital As at LPD the issued and paid up share capital of ICON is RM588,592, comprising 1,177,185,100 ICON Shares. In the event that all ICON Shares to be purchased are cancelled, the issued and paid-up share capital of ICON will be reduced to RM529,733, comprising 1,059,466,590 ICON Shares. The effects of the Proposed Share Buy-Back on the issued and paid-up ordinary share capital of ICON are set out below: No. of Shares Issued and paid-up share capital as 1,177,185,100 at LPD 1,177,185,100 Less: Maximum number of Shares that may be purchased pursuant to the Proposed Share Buy-Back 117,718,510 Issued and paid-up share capital after Proposed Share Buy-Back and cancellation 1,059,466,590 However, the Proposed Share Buy-Back is not expected to have any effect on the issued and paid-up share capital if all ICON Shares purchased are retained as treasury shares. (4)

8 5.2 NTA The effects of the Proposed Share Buy-Back on the NTA per share of ICON Group is dependent on whether or not the Shares purchased are cancelled or retained as treasury shares, the number of Shares purchased, the timing, the purchase price and the eventual treatment of any treasury shares arising therefrom. The Proposed Share Buy-Back will reduce the NTA per share when the purchase price exceeds the NTA per share at the relevant point in time. On the contrary, the NTA per share will be increased when the purchase price is less than the NTA per share at the relevant point in time. If the purchased Shares were held as treasury shares and subsequently resold on Bursa Securities, the Company s NTA per share would increase if the Company realise a gain from the resale and vice-versa. In addition to the purchase price of the Shares, the effective cost of funds or any loss in interest income to the Group may also have an impact on the NTA per share. The Proposed Share Buy-Back will reduce the working capital of the Group, the quantum being dependent on the amount of financial resources to be utilised for the purchase of ICON Shares. 5.3 Earnings The effect of the Proposed Share Buy-Back on the EPS of the Group is dependent on the purchase prices of ICON Shares and the effective funding cost or loss in interest income to the Group. Similarly, on the assumption that the Shares so purchased are treated as treasury shares, the extent of the effect on the earnings of the Group will depend on the actual selling price, the number of treasury shares resold and the gain from disposal. 5.4 Gearing The effect of the Proposed Share Buy-Back on the gearing of the Group will depend on the proportion of borrowing used to fund the Purchase Shares. The utilisation of any borrowings to fund the Proposed Share Buy-back will serve to increase the gearing of the Group. 5.5 Dividend The Proposed Share Buy-Back is not expected to have any material effect on the dividend policy of the Company. The dividend to be declared by our Company in the future, if any, shall depend on, amongst others, the profitability and cashflow position of the Group and Company. (5)

9 5.6 Shareholdings The following table shows the effects of the Proposed Share Buy-Back on the major shareholders and Directors shareholdings (if any) as at LPD assuming that: (c) the purchase of own shares of up to 10% of the issued and paid-up ordinary share capital of ICON; the ICON Shares so purchased are cancelled; and the major shareholders and/or Directors do not sell down their shareholdings. As at LPD, none of the Directors hold any Shares in ICON, save for the following Directors: (c) Raja Tan Sri Dato Seri Arshad Bin Raja Tun Uda, the Chairman and the Non- Independent Non-Executive Director; Dr Jamal Bin Gordon Duclos, the Chief Executive Officer and the Non- Independent Executive Director; and Madeline Lee May Ming, the Independent Non-Executive Director. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK (6)

10 The proforma effects of the Proposed Share Buy-back on the shareholdings structure of the major shareholders and Directors (if any) are set out below: (I) No. of Shares as at LPD (II) After (I) and assuming full cancellation of Shares purchased Major shareholders Hallmark Odyssey Sdn Bhd Direct (%) Indirect (%) Direct (%) Indirect (%) 497,768, ,768, Director Raja Tan Sri Dato Seri Arshad Bin Raja Tun Uda 150, , Dr Jamal Bin Yusof@Gordon Duclos 51,882, ,882, Madeline Lee May Ming 60, , (7)

11 5.7 Implementation Relating to the Code Based on the existing shareholding structure as at LPD, the Proposed Share Buy-Back is not expected to trigger any obligation to undertake a mandatory offer under the Code as a result of its implementation. 6. PUBLIC SHAREHOLDINGS SPREAD As at LPD, the public shareholding spread of the Company was 44.83%. The Board will be mindful of the public shareholding spread requirement before making any purchase of its own Shares. 7. PURCHASE, RESALE AND CANCELLATION OF ICON SHARES MADE IN THE PREVIOUS TWELVE (12) MONTHS ICON does not have any treasury shares and neither have the Company made any purchase of or cancelled our own shares in the twelve (12) months preceding the date of this Circular. 8. SHARE PRICE PERFORMANCE The monthly high and low prices of the Shares as traded on Bursa Securities for the past twelve (12) months from May 2014 to April 2015 are as follows: 2014 High (RM) Low (RM) May -* -* June July August September October November December January February March April Source : Bursa Securities Last transacted market price on LPD was RM0.60. *Note: Pursuant to the Listing Requirements, the Company is required to provide details of the highest and lowest prices at which the relevant shares were traded on Bursa Securities for the preceding 12 months. As the Company was listed on 25 June 2014, therefore the Company is not able to provide the data for May MAJOR SHAREHOLDERS' AND/OR DIRECTORS INTERESTS Save for the consequential increase in the percentage shareholdings of the shareholders of ICON as a result of the Proposed Share Buy-Back, none of the major shareholders and/or directors of ICON and persons connected to them have any interest, direct or indirect, in the Proposed Share Buy-Back and, if any, the resale of treasury shares. (8)

12 10. APPROVAL REQUIRED The Proposed Share Buy-Back is conditional upon the approval of the shareholders of ICON at the forthcoming AGM. 11. DIRECTORS' RECOMMENDATION 12. AGM The Board, having considered all aspects of the Proposed Share Buy-Back, is of the opinion that the Proposed Share Buy-Back is in the best interest of the Company and accordingly, recommends that you vote in favour of the Proposed Share Buy-Back to be tabled at the forthcoming AGM. The ordinary resolution of the Proposed Share Buy-Back will be tabled at the forthcoming AGM to be held at The Royale Chulan Hotel, 5, Jalan Conlay, Kuala Lumpur on W ednesday, 27 May 2015 at a.m or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolution of the Proposed Share Buy-Back. The resolution pertaining to the Proposed Share Buy-Back is set out in the Notice of AGM. The Notice of AGM and Form of proxy are set out in ICON s Annual Report An extract of the resolution pertaining to the Proposed Share Buy-Back is enclosed as Appendix II of this Circular. If you are unable to attend and vote in person at the AGM, you are requested to complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon, so as to reach the office of the Company s Share Registrar, Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor, Malaysia not less than 48 hours before the time set for convening the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently wish to do so. 13. FURTHER INFORMATION You are requested to refer to the attached appendices for further information. Yours faithfully for and on behalf of the Board of ICON OFFSHORE BERHAD Raja Tan Sri Dato' Seri Arshad bin Raja Tun Uda Chairman & Non-Independent Non-Executive Director (9)

13 APPENDIX I FURTHER INFORMATION 1. RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Board of Directors of ICON and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or other facts, the omission of which would make any statements in this Circular false or misleading. 2. MATERIAL LITIGATION, CLAIMS OR ARBITRATION Neither ICON nor its subsidiaries are engaged in any material litigation, claims or arbitration either as a plaintiff or defendant or claimant or respondent, and as at LPD, the directors of ICON are not aware of any proceeding pending or threatened against ICON and its subsidiaries, or of any fact likely to give rise to any proceeding, which may materially affect the position or business of ICON and its subsidiaries, financially or otherwise. 3. MATERIAL CONTRACTS As at the LPD, our Group has not entered into any material contracts (not being contracts entered into in the ordinary course of business) within 2 years immediately preceding the LPD. 4. DOCUMENTS FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company during normal office hours from the date of this Circular up to and including the date of the AGM :- Memorandum and Articles of Association of the Company; and Audited consolidated financial statements of ICON for the past two (2) financial years ended 31 December 2013 and 2014*. *Note: Pursuant to the Listing Requirements, the Company is required to provide a statement that the latest unaudited results since the last audited financial statements may be available for inspection. However, the latest unaudited results since the last audited financial statements is not available for inspection from the date of this Circular until the release of the announcement of the said unaudited results after conclusion of the AGM. (10)

14 APPENDIX II EXTRACT OF RESOLUTION 6. Authority to Purchase the Company s Own Shares (Proposed Share buy-back) Resolution 7 THAT subject to the Listing Requirements of Bursa Malaysia, the Act, compliance with the Company s Articles of Association and all other applicable laws, regulations and the approval of all relevant governmental/ regulating authorities, the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.50 each in the Company s issued and paid-up share capital through Bursa Malaysia upon such terms and conditions as the Directors of the Company may deem fit and expedient, in the interest of the Company provided that: (i) the aggregate number of shares to be purchased and/or held by the Company pursuant to this resolution shall not exceed 10% of the total issued and paid-up ordinary share capital of the Company as at the point of purchased; (ii) the maximum amount of funds to be utilised for the purpose of the Proposed Share Buy- Back shall not exceed the Company s aggregate retained profits and/or share premium account at the time of purchase be allocated by the Company for the Proposed Share Buy-Back. (iii) the authority conferred by this resolution shall commence immediately upon the passing of this resolution and shall continue to be in force until: (c) the conclusion of the next annual general meeting of the Company following this Annual General Meeting, at which this shareholders mandate will lapse, unless by a resolution passed at the said annual general meeting, such authority is renewed either unconditionally or subject with conditions; the expiration of the period within which the next annual general meeting of the Company is by law required to be held; or the authority is revoked or varied by an ordinary resolution passed by the shareholders in general meeting; whichever is the earlier. THAT authority be and is hereby given to the Directors of the Company to decide, at their discretion, to retain as treasury shares, the ordinary shares in the Company so purchased or to cancel them or a combination of both and/or to resell them on Bursa Malaysia and/or to distribute them as share dividends. AND THAT the Directors of the Company and/or any of them be and are hereby authorised and empowered to implement, finalise and do all acts and things to give effect to the Proposed Share Buy-Back with full powers to assent to any condition, modification, revaluation, variation and/or amendment (if any) as may be imposed by the relevant authorities and/or do all such acts and things as the Directors may deem fit and expedient in the best interest of the Company. (11)

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