THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad 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. This Circular has been reviewed and approved by KAF Investment Bank Berhad as the Adviser to idimension Consolidated Bhd for the Proposed Capital Reduction and Proposed Share Consolidation (as defined herein). IDIMENSION CONSOLIDATED BHD (Company No.: 925990-A) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE:- (I) PROPOSED REDUCTION OF THE ISSUED SHARE CAPITAL OF IDIMENSION CONSOLIDATED BHD ( ICB ) PURSUANT TO SECTION 116 OF THE COMPANIES ACT, 2016 ( PROPOSED CAPITAL REDUCTION ); AND (II) PROPOSED CONSOLIDATION OF EVERY TWO (2) EXISTING ORDINARY SHARES OF ICB ( ICB SHARES ) INTO ONE (1) ORDINARY SHARE OF ICB ( CONSOLIDATED SHARE ) ( PROPOSED SHARE CONSOLIDATION ) AND NOTICE OF EXTRAORDINARY GENERAL MEETING Adviser The Notice of the Extraordinary General Meeting ( EGM ) of ICB to be held at Springs 1, Nilai Springs Resort, PT 4770, Nilai Springs, 71800 Putra Nilai, Negeri Sembilan Darul Khusus on Friday, 20 April 2018 at 1.30 p.m. or any adjournment thereof, together with the Form of Proxy are enclosed herewith. The Form of Proxy should be lodged at the registered office of ICB at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time appointed for the EGM or any adjournment thereof. The lodgement of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. IMPORTANT DATES Last date and time for lodging the Form of Proxy : Wednesday, 18 April 2018 at 1.30 p.m. Date and time for the EGM : Friday, 20 April 2018 at 1.30 p.m. This Circular is dated 27 March 2018
DEFINITIONS In this Circular, unless otherwise indicated, the following words and abbreviations shall have the following meanings:- Act : Companies Act, 2016 Board Bursa Depository Bursa Securities Circular Consolidated Share(s) or Resultant Share(s) Consolidated Warrant(s) Deed Poll EGM Entitlement Date EPS FPE FYE ICB or the Company ICB Group or the Group ICB Share(s) KAF IB LPD Market Day Maximum Scenario Minimum Scenario NA Proposals : Board of Directors of ICB : Bursa Malaysia Depository Sdn. Bhd. (165570-W) : Bursa Malaysia Securities Berhad (635998-W) : This circular dated 27 March 2018 to the shareholders of ICB in relation to the Proposals : Ordinary shares of ICB after the Proposed Share Consolidation : Adjusted warrant(s) arising from the adjustments pursuant to the Proposed Share Consolidation : The deed poll dated 25 June 2015 constituting the Warrants and governing the rights of the Warrant holders : Extraordinary general meeting of ICB in relation to the Proposals : The date to be determined and announced by the Board after the approvals from the relevant authorities and shareholders of ICB for the Proposals have been obtained, for the purpose of determining the entitlement of the shareholders of ICB to the Proposed Share Consolidation : Earnings per share : Financial period ended : Financial year ended 31 December : idimension Consolidated Bhd (925990-A) : ICB and its subsidiaries, collectively : Existing ordinary share(s) of ICB : KAF Investment Bank Berhad (20657-W) : 28 February 2018, being the latest practicable date prior to the printing of this Circular : A day on which Bursa Securities is opened for trading in securities : On the assumption that all of the outstanding 247,462,066 Warrants as at the LPD will be exercised into new ICB Shares prior to the implementation of the Proposed Capital Reduction : On the assumption that none of the outstanding 247,462,066 Warrants as at the LPD will be exercised into new ICB Shares prior to the implementation of the Proposed Capital Reduction : Net assets : Collectively, the Proposed Capital Reduction and the Proposed Share Consolidation i
DEFINITIONS (CONT D) Proposed Capital Reduction : Proposed reduction of the issued share capital of ICB pursuant to Section 116 of the Act Proposed Share Consolidation : Proposed consolidation of every two (2) ICB Shares into one (1) Consolidated Share Record of Depositors RM and sen Rules of Bursa Depository Warrant(s) : A record of depositors established by Bursa Depository under the Rules of Bursa Depository : Ringgit Malaysia and sen, respectively : The rules of Bursa Depository as issued pursuant to the Securities Industry (Central Depositories) Act, 1991 as amended from time to time, including the Securities Industry (Central Depositories) Amendment Act, 1998 : The warrant(s) 2015/2020 issued by the Company pursuant to the Deed Poll Words denoting the singular number only shall, where applicable, include the plural and vice versa and words denoting the masculine gender shall, where applicable, include the feminine gender, neuter gender and vice versa. Reference to persons shall include a body of persons, corporate or unincorporated (including a trust). Any reference to a time of day shall be a reference to Malaysian time, unless otherwise stated. Any reference to any statute is a reference to that statute as for the time being amended or re-enacted. [ The rest of this page has been intentionally left blank ] ii
CONTENTS PAGE LETTER TO THE SHAREHOLDERS OF ICB IN RELATION TO THE PROPOSALS 1.0 INTRODUCTION... 1 2.0 DETAILS OF THE PROPOSALS... 2 3.0 RATIONALE FOR THE PROPOSALS... 4 4.0 EFFECTS OF THE PROPOSALS... 4 5.0 HISTORICAL SHARE PRICES... 10 6.0 APPROVALS REQUIRED... 10 7.0 CONDITIONALITY... 10 8.0 DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS... 11 9.0 DIRECTORS STATEMENT AND RECOMMENDATION... 11 10.0 OUTSTANDING CORPORATE EXERCISES... 11 11.0 ESTIMATED TIME FRAME FOR COMPLETION OF THE PROPOSALS... 11 12.0 EGM... 11 13.0 FURTHER INFORMATION... 12 APPENDICES I HISTORICAL FINANCIAL INFORMATION OF THE ICB GROUP... 13 II FURTHER INFORMATION... 15 NOTICE OF EGM...ENCLOSED FORM OF PROXY...ENCLOSED iii
IDIMENSION CONSOLIDATED BHD (Company No.: 925990-A) (Incorporated in Malaysia) Registered Office: Level 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur Wilayah Persekutuan 27 March 2018 BOARD OF DIRECTORS Datu Dr. Michael Dosim AK Lunjew (Chairman, Independent Non-Executive Director) Daniel Boo Hui Siong (Managing Director) Pang Lee Fung (Executive Director) Tan Kian Meng (Executive Director) Kenneth Boo Hui Howe (Executive Director) Collin Goonting A/L O.S. Goonting (Independent Non-Executive Director) Eric Lim Kheng Joo (Independent Non-Executive Director) To: The Shareholders of ICB Dear Sir/Madam, (I) (II) PROPOSED CAPITAL REDUCTION; AND PROPOSED SHARE CONSOLIDATION 1.0 INTRODUCTION On 7 March 2018, KAF IB had, on behalf of the Board, announced that ICB is proposing to undertake the Proposals. On 15 March 2018, KAF IB had, on behalf of the Board, announced that Bursa Securities had, vide its letter dated 15 March 2018, granted its approval for the following:- (i) (ii) (iii) Proposed Share Consolidation; listing and quotation of up to 125,731,032 Consolidated Warrants arising from the adjustments pursuant to the Proposed Share Consolidation; and listing and quotation of up to 125,731,032 Consolidated Shares to be issued pursuant to the exercise of the Consolidated Warrants. 1
THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF ICB WITH THE DETAILS OF THE PROPOSALS AND TO SEEK YOUR APPROVALS ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF THE FORTHCOMING EGM TOGETHER WITH THE FORM OF PROXY ARE ENCLOSED HEREWITH IN THIS CIRCULAR. SHAREHOLDERS OF ICB ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES CONTAINED HEREIN BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE PROPOSALS TO BE TABLED AT THE FORTHCOMING EGM. 2.0 DETAILS OF THE PROPOSALS 2.1 Proposed Capital Reduction The Proposed Capital Reduction entails the cancellation of RM35.0 million of the issued share capital of ICB pursuant to Section 116 of the Act. The corresponding credit of RM35.0 million arising from such cancellation will be utilised to set-off against the accumulated losses of the Company and the remaining balance will be credited to the capital reduction reserves of the Company which may be utilised in such manner as the Board deems fit and as permitted by the relevant and applicable laws. As at the LPD, the issued share capital of ICB was RM52,677,437 comprising 543,924,359 ICB Shares. In addition, as at the LPD, the Company has 247,462,066 outstanding Warrants, which can be exercised into 247,462,066 new ICB Shares. For illustration purpose only, based on the issued share capital of ICB as at the LPD, the resultant issued share capital of ICB after the Proposed Capital Reduction, will be as follows:- (i) (ii) RM17,677,437 comprising 543,924,359 ICB Shares on a Minimum Scenario basis; and RM42,423,644 comprising 791,386,425 ICB Shares on a Maximum Scenario basis. The effective date for the Proposed Capital Reduction will be the date of lodgement of the sealed court order of the High Court of Malaya for the Proposed Capital Reduction with the Companies Commission of Malaysia. Company Audited As at FYE 2016 RM 000 Group Audited As at FYE 2016 RM 000 (Accumulated losses) (4,218) (5,653) Less : Impairment loss* (18,500) (18,500) Add : Credit arising from the Proposed Capital Reduction 35,000 35,000 After the Proposed Capital Reduction 12,282 10,847 For illustration purpose, the proforma effects of the Proposed Capital Reduction on the accumulated losses of ICB based on the Company s latest audited consolidated statements of financial position as at FYE 2016 are as follows:- Note:- * Arising from the recognition of impairment loss on trade receivables of RM8.61 million and impairment loss on goodwill of RM9.89 million based on the unaudited consolidated financial statements for the FPE 31 December 2017. The Proposed Capital Reduction will not result in any adjustment to the share price of ICB and the existing number of ordinary shares of ICB in issue. 2
2.2. Proposed Share Consolidation 2.2.1 Details of the Proposed Share Consolidation Following the completion of the Proposed Capital Reduction, ICB will undertake the Proposed Share Consolidation which entails the consolidation of every two (2) ICB Shares held by the registered shareholders whose names appear in the Record of Depositors of the Company on the Entitlement Date, into one (1) Consolidated Share. The actual resultant issued share capital of ICB after the Proposed Share Consolidation would depend on the issued share capital of the Company on the Entitlement Date. For illustration purpose only, the resultant issued share capital of ICB after the Proposed Capital Reduction and the Proposed Share Consolidation will be as follows:- (i) (ii) RM17,677,437 comprising 271,962,179 Consolidated Shares on a Minimum Scenario basis; and RM42,423,644 comprising 395,693,212 Consolidated Shares on a Maximum Scenario basis. Any fractional entitlements arising from the Proposed Share Consolidation will be disregarded and shall be dealt with in such manner as the Board shall in its absolute discretion deem fit, expedient and in order to minimise the incidence of odd lots and in the best interest of the Company. 2.2.2 Ranking (i) Consolidated Shares The Consolidated Shares shall rank pari passu in all respects with each other. (ii) Consolidated Warrants The Consolidated Warrants shall rank pari passu in all respects with each other. 2.2.3 Theoretical price and number of shares Assumed number of ICB Shares/ Warrants Market/ Theoretical price (RM) Total value (RM) As at the LPD - ICB Shares 1,000 (1) 0.050 50 - Warrants 1,000 (1) 0.025 25 After Proposed Share Consolidation - ICB Shares 500 0.100 50 - Warrants (2) 500 (2) 0.050 25 The Proposed Share Consolidation will result in adjustments to the reference prices and the resultant number of ICB Shares and Warrants. For illustration purpose only, the theoretical adjusted market prices and the resultant number of Consolidated Shares and Consolidated Warrants pursuant to the implementation of the Proposed Share Consolidation shall be as follows:- Notes:- (1) Being the closing market price of the ICB Shares and the Warrants as at the LPD. (2) Detailed computations on the theoretical adjusted market prices and the resultant number of Consolidated Warrants are given in Section 4.4 below. As illustrated above, the Proposed Share Consolidation is not expected to affect the total value of ordinary shares and warrants in ICB held by the Company s shareholders and warrant holders. 3
2.2.4 Procedures for the implementation of the Proposed Share Consolidation As the ICB Shares and Warrants are prescribed securities, the Consolidated Shares and Consolidated Warrants will be credited directly into the respective central depository system accounts of the entitled shareholders/warrant holders whose names appear in the Record of Depositors of the Company on the Entitlement Date and no physical certificate will be issued. In addition, the trading of the ICB Shares and Warrants will not be suspended for the purpose of implementing the Proposed Share Consolidation. The Consolidated Shares and Consolidated Warrants will be listed and quoted on the ACE Market of Bursa Securities on the next Market Day after the Entitlement Date. The notices of allotment will be issued and despatched to the entitled shareholders/warrant holders within four (4) Market Days after the date of listing and quotation for the Consolidated Shares and Consolidated Warrants. 3.0 RATIONALE FOR THE PROPOSALS 3.1. Proposed Capital Reduction The Proposed Capital Reduction will enable the Company to rationalise its statement of financial position by eliminating its accumulated losses. The reduced issued share capital pursuant to the Proposed Capital Reduction will also reflect more accurately the value of the underlying assets and the financial position of the Company. Further, the elimination of the accumulated losses from the statement of financial position of the Company would not only enhance the credibility of the Company with the bankers, customers, suppliers, investors and other stakeholders, but also provide a better financial platform for the Group s future growth moving forward. 3.2. Proposed Share Consolidation In the past twelve (12) months up to the LPD, the Company s shares have experienced significant fluctuation in trading prices, where ICB Shares have been traded in wide-ranging prices between a low of RM0.045 per ICB Share and a high of RM0.100 per ICB Share. This represents a 122.22% change in the Company s share price from its lowest to the highest in the past twelve (12) months. In this regard, the Proposed Share Consolidation is expected to reduce the fluctuation in the Company s share price in view that the reduced number of shares outstanding upon completion of the Proposals is anticipated to normalise the trading volume of the Company s shares and hence, minimise occurrences of sharp increase/decrease in trading volume, which are generally associated with high fluctuation in share trading prices. The Proposed Share Consolidation will also encourage investors to view the Consolidated Shares as a long term investment, which can be prone to speculative pressures. 4.0 EFFECTS OF THE PROPOSALS 4.1. Share capital The proforma effects of the Proposals on the issued share capital of the Company are as follows:- Minimum Scenario Maximum Scenario No. of shares RM No. of shares RM Issued share capital as at LPD 543,924,359 52,677,437 543,924,359 52,677,437 Add : Exercise of Warrants - - 247,462,066 24,746,207 Less : Reduction of issued share capital pursuant to the Proposed Capital Reduction - (35,000,000) - (35,000,000) After the Proposed Capital Reduction After the Proposed Share Consolidation 543,924,359 17,677,437 791,386,425 42,423,644 271,962,179 17,677,437 395,693,212 42,423,644 4
4.2. Earnings and EPS The Proposed Capital Reduction will not have any effect on the consolidated earnings and EPS of the Company. The Proposed Share Consolidation is not expected to have any effect on the consolidated earnings of the Company except for the proportionate increase in the Company s consolidated EPS as a result of the reduction in the number of ICB Shares in issue after the Proposed Share Consolidation. 4.3. NA per share and gearing Minimum Scenario Audited as at FYE 2016 (I) Adjustments for subsequent events (II) After (I) and the Proposed Capital Reduction (III) After (II) and the Proposed Share Consolidation RM 000 RM 000 RM 000 RM 000 Share capital 49,492 (1) 52,677 17,677 17,677 Reserves 4,315 4,315 4,315 4,315 Capital reduction reserve - - 10,847 10,847 Accumulated losses (5,653) (2) (24,153) (3) (180) (3) (180) Shareholders equity/na 48,154 32,839 32,659 32,659 No. of shares ( 000) 494,924 543,924 543,924 271,962 NA per share (RM) 0.10 0.06 0.06 0.12 Borrowings (RM 000) 8,022 8,022 8,022 8,022 Gearing (times) 0.17 0.24 0.25 0.25 The profoma effects of the Proposals on the NA per share and gearing of the ICB Group based on the audited consolidated financial statements of ICB for the FYE 2016 are as follows:- Notes:- After adjusted for the following subsequent events after the FYE 2016:- (1) 49,000,000 new ICB Shares issued at RM0.065 per share pursuant to a private placement exercise implemented by ICB which has been completed on 11 October 2017. (2) Arising from the recognition of impairment loss on trade receivables of RM8.61 million and impairment loss on goodwill of RM9.89 million based on the unaudited consolidated financial statements for the FPE 31 December 2017. (3) After deducting estimated expenses of RM0.18 million in relation to the Proposals. [ The rest of this page has been intentionally left blank ] 5
Maximum Scenario Audited as at FYE 2016 (I) Adjustments for subsequent events (II) After (I) and assuming full exercise of Warrants (III) After (II) and the Proposed Capital Reduction (IV) After (III) and the Proposed Share Consolidation RM 000 RM 000 RM 000 RM 000 RM 000 Share capital 49,492 (1) 52,677 (3) 77,424 42,424 42,424 Reserves 4,315 4,315 4,315 4,315 4,315 Capital reduction reserve - - - 10,847 10,847 Accumulated losses (5,653) (2) (24,153) (24,153) (4) (180) (4) (180) Shareholders equity/na 48,154 32,839 57,586 57,406 57,406 No. of shares ( 000) 494,924 543,924 791,386 791,386 395,693 NA per share (RM) 0.10 0.06 0.07 0.07 0.15 Borrowings (RM 000) 8,022 8,022 8,022 8,022 8,022 Gearing (times) 0.17 0.24 0.14 0.14 0.14 Notes:- After adjusted for the following subsequent events after the FYE 2016:- (1) 49,000,000 new ICB Shares issued at RM0.065 per share pursuant to a private placement exercise implemented by ICB which has been completed on 11 October 2017. (2) Arising from the recognition of impairment loss on trade receivables of RM8.61 million and impairment loss on goodwill of RM9.89 million based on the unaudited consolidated financial statements for the FPE 31 December 2017. (3) After the exercise of all outstanding 247,462,066 Warrants at an exercise price of RM0.10 per Warrant. (4) After deducting estimated expenses of RM0.18 million in relation to the Proposals. [ The rest of this page has been intentionally left blank ] 6
4.4. Convertible securities Save for the Warrants, the Company does not have any other outstanding convertible securities as at the LPD. Pursuant to the Proposed Share Consolidation, the exercise price and the number of outstanding Warrants will be adjusted in accordance with the provisions of the Deed Poll to ensure that the status of the Warrant holders is not prejudiced as a result of the Proposed Share Consolidation. For illustrative purposes, the adjustments to the exercise price and the number of outstanding Warrants are set out below based on the assumption that the Entitlement Date has been fixed on the LPD. Adjusted exercise price = S x A B = RM0.10 x 543,924,359 271,962,179 = RM0.20 Adjusted number of = B x T Warrants A = 271,962,179 x 247,462,066 543,924,359 = 123,731,032 S = The existing exercise price of Warrant; T* = The existing number of outstanding Warrants; A* = The total number of ICB Shares immediately before the Proposed Share Consolidation as at the Entitlement Date; and B* = The total number of ICB Shares immediately after the Proposed Share Consolidation as at the Entitlement Date. Where:- Note:- * For illustration purpose only, all figures adopted herein were based on the Record of Depositors and the record of Warrant holders as at the LPD. The eventual adjustments to the exercise price and number of Warrants will only be finalised on the Entitlement Date and will be effective on the next Market Day. The Warrant holders will be notified in due course on the effective adjustments arising from the Proposed Share Consolidation. The rights and obligations of the existing Warrant holders will remain unchanged, save for the aforesaid adjustments. [ The rest of this page has been intentionally left blank ] 7
4.5 Substantial shareholders shareholdings The Proposed Capital Reduction will not have any effect on the substantial shareholders shareholdings in the Company. Minimum Scenario As at the LPD After the Proposed Share Consolidation Direct Indirect Direct Indirect Substantial Shareholders No of shares % No of shares % No of shares % No of shares % Daniel Boo Hui Siong 73,630,443 13.54 (1)4,545,646 0.84 36,815,221 13.54 (1)2,272,823 0.84 Ching Seek Fui 4,545,646 0.84 (2)73,630,443 13.54 2,272,823 0.84 (2)36,815,221 13.54 Dato Dr Chang Seng Kooi 25,000,000 4.60 (3)13,000,000 2.39 12,500,000 4.60 (3)6,500,000 2.39 Foo Mei Tee 31,283,500 5.75 - - 15,641,750 5.75 - - The proforma effects of the Proposed Share Consolidation on the substantial shareholders shareholdings in the Company are as follows:- Notes:- (1) Deemed interested through the shareholding of his spouse, Madam Ching Seek Fui s interest in the Company. (2) Deemed interested through the shareholding of her spouse, Mr. Daniel Boo Hui Siong s interest in the Company. (3) Deemed interested by virtue of his interest in K Global Ventures Sdn. Bhd. pursuant to Section 8 of the Act. [ The rest of this page has been intentionally left blank ] 8
Maximum Scenario Substantial Shareholders No of shares As at the LPD After full exercise of Warrants After the Proposed Share Consolidation Direct Indirect Direct Indirect Direct Indirect % No of shares % No of shares % No of shares % No of shares % No of shares % Daniel Boo Hui Siong 73,630,443 13.54 (1) 4,545,646 0.84 (4)120,445,664 15.22 (1)6,818,469 0.86 60,222,832 15.22 (1) 3,409,234 0.86 Ching Seek Fui 4,545,646 0.84 (2) 73,630,443 13.54 (5)6,818,469 0.86 (2) 120,445,664 15.22 3,409,234 0.86 (2) 60,222,832 15.22 Dato Dr Chang Seng Kooi 25,000,000 4.60 (3) 13,000,000 2.39 25,000,000 3.16 (3)13,000,000 1.64 12,500,000 3.16 (3)6,500,000 1.64 Foo Mei Tee 31,283,500 5.75 - - 31,283,500 3.95 - - 15,641,750 3.95 - - Notes:- (1) Deemed interested through the shareholding of his spouse, Madam Ching Seek Fui s interest in the Company. (2) Deemed interested through the shareholding of her spouse, Mr. Daniel Boo Hui Siong s interest in the Company. (3) Deemed interested by virtue of his interest in K Global Ventures Sdn. Bhd. pursuant to Section 8 of the Act. (4) Upon full exercise of 46,815,221 Warrants held by Mr. Daniel Boo Hui Siong. (5) Upon full exercise of 2,272,823 Warrants held by Madam Ching Seek Fui. [ The rest of this page has been intentionally left blank ] 9
5.0 HISTORICAL SHARE PRICES The monthly highest and lowest market prices of the ICB Shares as traded on Bursa Securities for the past twelve (12) months up to the LPD are as follows:- Highest (RM) Lowest (RM) 2017 March 0.100 0.050 April 0.095 0.065 May 0.075 0.060 June 0.065 0.055 July 0.065 0.055 August 0.065 0.055 September 0.085 0.055 October 0.100 0.065 November 0.080 0.045 December 0.075 0.050 2018 January 0.075 0.055 February 0.060 0.045 The last transacted market price of the ICB Shares on 6 March 2018, being the latest Market Day preceding the announcement of the Proposals, was RM0.05 per ICB Share. The last transacted market price of the ICB Shares on the LPD was RM0.05 per ICB Share. (Source: Bloomberg) 6.0 APPROVALS REQUIRED The Proposals are subject to the following approvals being obtained:- (i) Bursa Securities for the following:- (a) (b) (c) Proposed Share Consolidation; listing and quotation of up to 123,731,032 Consolidated Warrants arising from the adjustments pursuant to the Proposed Share Consolidation; and listing and quotation of up to 123,731,032 Consolidated Shares to be issued pursuant to the exercise of Consolidated Warrants; (ii) (iii) (iv) the shareholders of ICB for the Proposals at the EGM to be convened; the sanction of the High Court of Malaya pursuant to Section 116 of the Act for the Proposed Capital Reduction; and any other relevant authorities (if applicable). 7.0 CONDITIONALITY The Proposed Share Consolidation is conditional upon the completion of the Proposed Capital Reduction but not vice-versa. The Proposals (save for the Proposal Share Consolidation) are not conditional upon any other corporate proposals undertaken or to be undertaken by ICB. 10
8.0 DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors, major shareholders and/or persons connected with the Directors and/or major shareholders of ICB have any interest, direct or indirect, in the Proposals. 9.0 DIRECTORS STATEMENT AND RECOMMENDATION The Board, having considered all aspects of the Proposals, including but not limited to the rationale and financial effects of the Proposals, is of the opinion that the Proposals are in the best interest of the Company and accordingly, on the basis above, recommends you to vote in favour of the resolutions to give effect to the Proposals to be tabled at the forthcoming EGM. 10.0 OUTSTANDING CORPORATE EXERCISES Save for the Proposals, which is the subject matter of this Circular, there are no other intended corporate exercises/schemes which have been announced but yet to be completed by the ICB Group prior to the printing of this Circular. 11.0 ESTIMATED TIME FRAME FOR COMPLETION OF THE PROPOSALS Subject to the approvals as stated in Section 6.0 of this Circular being obtained and barring any unforeseen circumstances, the Proposals are expected to be completed by the second quarter of 2018. The tentative timetable in relation to the implementation of the Proposals is set out below:- Date Events 20 April 2018 Convening of the EGM to obtain the approvals of ICB s shareholders for the Proposals End May 2018 Confirmation from the High Court of Malaya for the Proposed Capital Reduction Early June 2018 Entitlement date End June 2018 Completion of the Proposals 12.0 EGM The EGM, the notice of which is enclosed in this Circular, will be held at Springs 1, Nilai Springs Resort, PT 4770, Nilai Springs, 71800 Putra Nilai, Negeri Sembilan Darul Khusus on Friday, 20 April 2018 at 1.30 p.m. or any adjournment thereof, for the purpose of considering and, if thought fit, passing the resolutions pertaining to the Proposals. If you are unable to attend and vote in person at the EGM, you should complete, sign and return the Form of Proxy enclosed with this Circular in accordance with the instructions printed therein as soon as possible so as to arrive at the registered office of ICB at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan, no later than forty-eight (48) hours before the time appointed for holding the EGM or any adjournment thereof. The lodgement of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. 11
13.0 FURTHER INFORMATION Shareholders are advised to refer to the attached Appendices of this Circular for further information. Yours faithfully, For and on behalf of the Board IDIMENSION CONSOLIDATED BHD DATU DR. MICHAEL DOSIM AK LUNJEW Chairman and Independent Non-Executive Director 12
APPENDIX I HISTORICAL FINANCIAL INFORMATION OF THE ICB GROUP The audited historical financial information of the Group for the past three (3) FYE 2014 to FYE 2016 and the unaudited financial statements for the twelve (12)-months FPE 2017 are as follows:- <----------------- Audited ------------------> Unaudited twelve FYE 2014 (RM 000) FYE 2015 (RM 000) FYE 2016 (RM 000) (12)-months FPE 2017 (RM 000) Revenue 29,181 56,739 56,877 59,584 Loss/profit before tax (1,269) (3,399) 1,129 (18,661) Tax expense (414) (82) - (854) Loss/profit after tax (1,683) (3,481) 1,129 (19,515) Accumulated losses (3,379) (6,781) (5,653) (25,167) Shareholders equity/na 48,007 46,817 48,155 31,705 Share capital 42,492 49,492 49,492 52,677 Total borrowings 7,223 7,119 8,022 7,015 Gross EPS (sen) n.a. n.a. 0.23 n.a. Net EPS (sen) n.a. n.a. 0.23 n.a. NA per share (RM) 0.11 0.09 0.10 0.06 Current ratio (times) 2.96 3.24 3.19 2.48 Gearing ratio 0.14 0.13 0.14 0.22 Total dividend paid - - - - Note:- n.a. Not applicable as the Group was incurring losses. Commentaries on Historical Financial Performance (i) For the FYE 2014, the Group incurred a loss of RM1.68 million against a revenue of RM29.18 million whereas in the previous year, the Group registered a loss of RM0.42 million against a revenue of RM10.05 million. Despite recording an increase in revenue of 189.55% for the FYE 2014, the Group was unable to record a profit due to the increase in software and staff costs. Revenue in the software solutions segment for the FYE 2014 increased to RM8.39 million from RM6.10 million in FYE 2013 due to increase in demand for customised software solutions. Revenue of software systems and maintenance segment, however increased marginally in the FYE 2014 to RM4.73 million from RM3.02 million in the FYE 2013, due to consistent growth in demand for technical support, enhancements and upgrades of software. For the FYE 2014, the segment of online game, a new acquisition, contributed RM15.48 million to the total revenue. The operational loss of RM1.27 million recorded in FYE 2014, as compared to the operational loss of RM0.392 million recorded in the previous financial year, was mainly due to the increase in expenses in the corporate exercise of the acquisition of IDB Interactive Sdn. Bhd. 13
APPENDIX I HISTORICAL FINANCIAL INFORMATION OF THE ICB GROUP (CONT D) (ii) For the FYE 2015, the Group incurred a loss of RM3.48 million against a revenue of RM56.74 million whereas in the previous year the Group registered a loss of RM1.68 million against a revenue of RM29.18 million. The operational loss recorded for the FYE 2015 was RM3.40 million, as compared to the operational loss of RM1.27 million recorded in the previous financial year. Despite recording an increase in revenue of 94.44% for the FYE 2015, the Group was unable to record a profit due to the provision of impairment on trade receivables of RM3.71 million. Revenue in the Information Technology ( IT ) business segment for the FYE 2015 increased to RM14.43 million from RM13.71 million recorded in the FYE 2014. For FYE 2015, the segment of online game, contributed RM42.31 million to the total revenue of the Group, showing an increase from RM15.48 million in FYE 2014. This was due to the increase in the number of resellers from the Philippines and Indonesia who are the main contributors to the revenue. (iii) For the FYE 2016, the Group recorded a profit after tax of RM1.13 million against a revenue of RM56.88 million whereas in the previous year the Group recorded a loss of RM3.48 million against a revenue of RM56.74 million. The increase of the profit after tax for the FYE 2016 was primarily due to the reversal of impairment loss on trade receivables of RM1.84 million which was provided in the FYE 2015 and no impairment loss on trade receivables required in FYE 2016 as compared to RM3.71 million provided in FYE 2015. Although the Group revenue for both FYE 2016 and FYE 2015 stood within the range of RM56.70 million and RM56.90 million respectively, there were significant movement on revenue by operating segment. The revenue of the IT business segment is decreased by 21.27% in FYE 2016, which recorded RM11.36 million, as against RM14.43 million in the previous year. This was mainly due to the facts that the overall competition landscape for the IT industry remains challenging. On the flip side, the revenue in the online gaming business segment for the FYE 2016 increased by 7.59% amounting to RM45.52 million, as against RM42.31 million in FYE 2015 mainly due to the expanded reseller base in the respective countries. (iv) The Group recorded a loss after tax of RM19.52 million against a revenue of RM59.58 million in 12- months FPE 2017 whereas the previous year the Group recorded a profit after tax of RM1.13 million against a revenue of RM56.88 million. Although the Group recorded a marginal increase of year-to-date revenue of 4.75%, the Group still recorded a loss before taxation of RM18.67 million compare to a profit before taxation of RM1.13 million in the previous year-to-date. This was mainly due to recognition of potential impairment of trade receivables of RM8.61 million and a non-cash impairment loss of RM9.89 million against the goodwill derived from the acquisition of the online games segment. The impairment loss of RM9.89 million was mainly resulted from a downward revision in the discounting future cash flows primarily due to the sharp decline in revenue with the accelerated competition in the online games market. [ The rest of this page has been intentionally left blank ] 14
APPENDIX II FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Board and the Directors of ICB collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm that after making all reasonable enquiries, and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement/information herein false or misleading. 2. CONSENT KAF IB, as the adviser in relation to the Proposals, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereto, where relevant, in the form and context in which it appears. 3. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES As at the LPD, the Board is not aware of any other material commitments and contingent liabilities incurred or known to be incurred by the ICB Group which, upon becoming due and enforceable, may have a material and adverse impact on the financial results/position of the ICB Group. 4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of ICB at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan during normal business hours from Monday to Friday (except public holidays) from the date of this Circular up to and including the date of the EGM:- (a) (b) (c) (d) (e) the Memorandum & Articles of Association of ICB; the letter of consent referred to in Section 2 of this Appendix II; the audited consolidated financial statements of ICB for the past two (2) FYE 2015 and FYE 2016; the latest unaudited consolidated financial statements of ICB for the twelve (12)-months FPE 2017; and the Deed Poll. [ The rest of this page has been intentionally left blank ] 15
IDIMENSION CONSOLIDATED BHD (Company No.: 925990-A) (Incorporated in Malaysia) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of idimension Consolidated Bhd ( ICB or the Company ) will be held at Springs 1, Nilai Springs Resort, PT 4770, Nilai Springs, 71800 Putra Nilai, Negeri Sembilan Darul Khusus on Friday, 20 April 2018 at 1.30 p.m. or any adjournment thereof, for the purpose of considering and, if thought fit, passing the following resolutions, with or without any modifications:- SPECIAL RESOLUTION 1 PROPOSED REDUCTION OF THE COMPANY S ISSUED SHARE CAPITAL PURSUANT TO THE SECTION 116 OF THE COMPANIES ACT, 2016 ( ACT ) ( PROPOSED CAPITAL REDUCTION ) THAT subject to the confirmation by the High Court of Malaya ( the Court ) pursuant to the Section 116 of the Act, the Board be and is hereby given the authority and approval to reduce the issued share capital of the Company via the cancellation of the issued share capital of RM35,000,000 and that the credit arising from such share capital reduction to be credited to the Company s capital reduction reserves and to be utilised to set-off against the accumulated losses of the Company and the remaining balance (if any) will be credited to the capital reduction reserves of the Company which shall then be utilised in a manner to be determined by the Board at a later date and in the best interest of the Company as permitted by the relevant and applicable laws. AND THAT the Directors of the Company be and are hereby authorised to do all acts, deeds as and things and to execute, sign and deliver on behalf of the Company all such documents and/or agreements the Directors may deem necessary and/or expedient to finalise, implement and give full effect to complete the Proposed Capital Reduction including without limitation, with full power to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the relevant authorities or the Court. SPECIAL RESOLUTION 2 PROPOSED CONSOLIDATION OF EVERY TWO (2) EXISTING ORDINARY SHARES ( ICB SHARES ) INTO ONE (1) ORDINARY SHARE ( CONSOLIDATED SHARE ) ( PROPOSED SHARE CONSOLIDATION ) THAT, subject to the passing of the Special Resolution 1 and approvals of all the relevant authorities, approval be given to the Directors of the Company to consolidate every two (2) ICB Shares held by the registered shareholders of the Company whose names appear in the Record of Depositors of ICB as at the close of business on an entitlement date to be determined and announced later, into one (1) Consolidated Share; THAT such Consolidated Shares shall rank pari passu in all respects with each other and the rights of the Consolidated Shares shall remain unchanged from the rights of the ICB Shares; THAT the Directors of the Company be empowered and authorised to deal with such fractional entitlements arising from the Proposed Share Consolidation, if any, in such manner as the Directors of the Company shall in their absolute discretion deem fit, expedient in order to minimise the incidence of odd lots and in the best interest of the Company; AND THAT the Directors of the Company be authorised to take all such steps, do all acts and deeds as may be required to give full effect to the Proposed Share Consolidation with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required by any relevant authorities or as they deem fit, in the best interest of the Company, and to deal with all matters relating thereto.
BY ORDER OF THE BOARD CHUA SIEW CHUAN (MAICSA 0777689) CHIN MUN YEE (MAICSA 7019423) Company Secretaries Kuala Lumpur 27 March 2018 Notes:- 1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 13 April 2018 shall be eligible to attend the Meeting. 2. A member entitled to attend and vote at the Meeting is entitled to more than one (1) proxy at the Meeting. Where a member appoints two (2) proxies or more, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. 3. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at a meeting shall have the same rights as the member to speak at the Meeting. 4. The instrument appointing a proxy shall be in writing and in case of an individual, shall be signed by the appointer or by his attorney; and in case of corporation, shall be either under its common seal or signed by its attorney or by an officer on behalf for the corporation. 5. Where a shareholder of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 6. The instrument appointing a proxy shall be deposited at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time for holding the Meeting or any adjournment thereof. All resolutions set out in the Notice of the Meeting are to be voted by poll.
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IDIMENSION CONSOLIDATED BHD (Company No.: 925990-A) (Incorporated in Malaysia) FORM OF PROXY No. of shares held CDS Account No. I/We NRIC/Co.No. (FULL NAME OF MEMBER(S) IN CAPITAL LETTERS AS PER NRIC/PASSPORT/CERTIFICATE OF INCORPORATION) of (FULL ADDRESS) being a member/members of IDIMENSION CONSOLIDATED BHD (the Company ) hereby appoint: Proxy (a) and/or * failing (a), (b) Name NRIC/ Passport No. Address (FULL NAME OF PROXY IN CAPITAL LETTER AS PER NRIC/PASSPORT) Proportion of shareholdings (%) (FULL ADDRESS) * Please delete as appropriate or* failing him/her, the Chairman of the Meeting as my/our proxy/proxies to attend and vote for me/us on my/ our behalf at the Extraordinary General Meeting of the Company to be held at Springs 1, Nilai Springs Resort, PT 4770, Nilai Springs, 71800 Putra Nilai, Negeri Sembilan Darul Khusus on Friday, 20 April 2018 at 1.30 p.m. and at any adjournment thereof as indicated below: RESOLUTIONS FOR AGAINST SPECIAL RESOLUTION 1 - PROPOSED CAPITAL REDUCTION SPECIAL RESOLUTION 2 - PROPOSED SHARE CONSOLIDATION * If you wish to appoint other person(s) to be your proxy/proxies, kindly delete the words Chairman of the Meeting and insert the name(s) of the person(s) desired. (Please indicate with an X in the spaces provided whether you wish your vote to be cast for or against the resolution. If no instruction as to voting is given, the proxy will vote or abstain from voting at his/her discretion.) Dated this: day of 2018. Signature/Common Seal of Shareholder(s)
Fold this flap for sealing FORM OF PROXY (CONT D) Notes:- 1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 13 April 2018 shall be eligible to attend the Meeting. 2. A member entitled to attend and vote at the Meeting is entitled to more than one (1) proxy at the Meeting. Where a member appoints two (2) proxies or more, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. 3. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at a meeting shall have the same rights as the member to speak at the Meeting. 4. The instrument appointing a proxy shall be in writing and in case of an individual, shall be signed by the appointer or by his attorney; and in case of corporation, shall be either under its common seal or signed by its attorney or by an officer on behalf for the corporation. 5. Where a shareholder of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 6. The instrument appointing a proxy shall be deposited at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time for holding the Meeting or any adjournment thereof. All resolutions set out in the Notice of the Meeting are to be voted by poll. Then fold here The Company Secretaries idimension Consolidated Bhd (Company No. 925990-A) Level 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur Wilayah Persekutuan Affix Stamp First fold here