[ICON] Extraordinary on 15-Dec-2020

Stock
[ICON]: ICON OFFSHORE BERHAD
Announcement Date
27-Nov-2020
Type
Extraordinary
Date & Time
15-Dec-2020 15:00
Depositor Date
08-Dec-2020
Venue
Broadcast venue at Icon Offshore Berhad's Boardroom, Level 23, Sunway Tower, 86 Jalan Ampang, 50450 Kuala Lumpur
Description
The EGM of the Company will be conducted entirely on a virtual basis at the broadcast venue via remote participation and electronic voting facilities.
NOTICE OF EGM- 30 November 2020.pdf
Outcome

The Board of Directors of Icon Offshore Berhad (“ICON" or "the Company”) wishes to announce that all the resolutions set out in the Notice of the Extraordinary General Meeting (“EGM”) dated 30 November2020 were duly passed at the EGM of the Company.

All of the resolutions were voted by poll and the results of the poll were validated by Boardroom Corporate Services Sdn. Bhd., the Independent Scrutineer appointed by the Company. The details of the poll results are set out below.

This announcement is dated 15 December 2020.

Voting Results

1. ORDINARY RESOLUTION 1

Description 
PROPOSED ACQUISITION BY ICON EXPLORER (L) INC, A WHOLLY-OWNED SUBSIDIARY OF ICON FLEET SDN BHD ("ICON FLEET") WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF ICON ("MOA PURCHASER"), OF THE RIG (AS DEFINED HEREIN), AN ASSET MORTGAGED TO OVERSEA-CHINESE BANKING CORPORATION LIMITED, LABUAN BRANCH AND OVERSEA-CHINESE BANKING CORPORATION LIMITED, SINGAPORE (COLLECTIVELY, "MORTGAGEES") FROM PERISAI PACIFIC 101 (L) INC ("PP101"), A WHOLLY-OWNED SUBSIDIARY OF PERISAI DRILLING HOLDINGS SDN BHD ("PDHSB") WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF PERISAI PETROLEUM TEKNOLOGI BHD. ("PPTB") FOR THE MOA SALE PRICE (AS DEFINED HEREIN) ("PROPOSED RIG ACQUISITION")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 42 18
No. of Shares 1,580,461,698 29,134
% of Voted Shares 99.9982 0.0018
Result Accepted

2. ORDINARY RESOLUTION 2

Description 
PROPOSED ACQUISITION BY ICON FLEET SDN BHD ("ICON FLEET"), A WHOLLY-OWNED SUBSIDIARY OF ICON ("SSA PURCHASER"), Of 51,000 ORDINARY SHARES IN PERISAI OFFSHORE SDN BHD ("POSB") REPRESENTING 51% OF THE ISSUED SHARE CAPITAL OF POSB ("SALE SHARES") FROM PERISAI PETROLEUM TEKNOLOGI BHD. ("PPTB") FOR A TOTAL CONSIDERATION OF RM1,058,122.50 EQUIVALENT TO USD255,000.00 COMPRISING: (I) RM4.15 (AFTER ROUNDING UP TO THE NEAREST SEN) EQUIVALENT TO USD1.00 BASED ON THE AGREED CONVERSION RATE BEING THE PURCHASE CONSIDERATION OF THE SALE SHARES (PURCHASE CONSIDERATION); AND (II) RM1,058,118.35 EQUIVALENT TO USD254,999.00 BASED ON THE AGREED CONVERSION RATE BEING THE SHAREHOLDER'S ADVANCE BY ICON FLEET OR ITS NOMINEE ("SHAREHOLDER'S ADVANCE") FOR THE SETTLEMENT OF THE REMAINING DEBT OF UP TO RM1,058,118.35 EQUIVALENT TO USD254,999.00 BASED ON THE AGREED CONVERSION RATE OWING TO THE CREDITORS Of POSB ("PROPOSED SHARE ACQUISITION")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 42 18
No. of Shares 1,580,481,522 9,310
% of Voted Shares 99.9994 0.0006
Result Accepted

3. ORDINARY RESOLUTION 3

Description 
PROPOSED ACQUISITION BY AND ASSIGNMENT TO OMNI VENTURES SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF ICON FLEET SDN BHD WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF ICON ("ASSIGNEE"), OF THE ASSIGNED INTELLECTUAL PROPERTY (AS DEFINED HEREIN) FROM PERISAI DRILLING SDN BHD ("PDSB" OR "ASSIGNOR"), A WHOLLY-OWNED SUBSIDIARY OF PERISAI DRILLING HOLDINGS SDN BHD ("PDHSB") WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF PERISAI PETROLEUM TEKNOLOGI BHD. ("PPTB") FOR A PURCHASE CONSIDERATION OF RM2,074,750.00 EQUIVALENT TO USD500,000.00 ("PROPOSED ACQUISITION AND ASSIGNMENT OF IP")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 41 19
No. of Shares 1,580,461,688 29,144
% of Voted Shares 99.9982 0.0018
Result Accepted

4. ORDINARY RESOLUTION 4

Description 
PROPOSED VARIATION OF THE UTILISATION Of PROCEEDS RAISED FROM THE RIGHTS ISSUE OF SHARES WITH WARRANTS ("PROPOSED VARIATION")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 39 21
No. of Shares 1,580,461,511 29,321
% of Voted Shares 99.9981 0.0019
Result Accepted

5. ORDINARY RESOLUTION 5

Description 
PROPOSED DIVERSIFICATION ARISING FROM THE PROPOSED ACQUISTIONS ("PROPOSED DIVERSIFICATION")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 43 17
No. of Shares 1,580,481,689 9,143
% of Voted Shares 99.9994 0.0006
Result Accepted

6. ORDINARY RESOLUTION 6

Description 
PROPOSAL TO MAKE AN OFFER ON THE EMPLOYEES' SHARE OPTION SCHEME ("ESOS") TO THE MANAGING DIRECTOR OF ICON ("MD") ACCORDING TO THE ELIGIBILTY CRITERIA UNDER CLAUSE 5.2 OF THE BY-LAWS Of THE ICON EMPLOYEES SHARE SCHEME ("BY-LAWS")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 39 20
No. of Shares 1,517,767,687 873,145
% of Voted Shares 99.9425 0.0575
Result Accepted

7. ORDINARY RESOLUTION 7

Description 
PROPOSAL TO MAKE AN OFFER ON THE EMPLOYEES' SHARE GRANT PLAN ("ESGP") TO THE MANAGING DIRECTOR OF ICON ("MD") ACCORDING TO THE ELIGIBILTY CRITERIA UNDER CLAUSE 5.1 OF THE BY-LAWS OF THE ICON EMPLOYEES SHARE SCHEME  ("BY-LAWS")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 39 20
No. of Shares 1,517,767,687 873,145
% of Voted Shares 99.9425 0.0575
Result Accepted

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