KUALA LUMPUR (March 26): Yinson Holdings Bhd’s major shareholder has triggered an unconditional mandatory takeover offer for the remaining shares in Icon Offshore Bhd after purchasing a 50.2% stake in the offshore support vessel (OSV) provider for RM172.2 million, or 63.5 sen per share, in cash.

Singaporean trading and logistics firm Liannex Corporation (S) Pte Ltd is the ultimate offeror in the takeover offer. It also serves as a private vehicle for Lim Han Weng and his spouse Bah Kim Lian, who are the parties acting in concert, according to Yinspn's exchange filing on Tuesday.

Lim is the group executive chairman at Yinson, a floating production storage and offloading vessel (FPSO) and OSV provider, with a 23% indirect shareholding and a 1.5% direct stake in the company.

He acquired the 50.2% stake in Icon Offshore from Ekuiti Nasional Bhd, the state-owned private equity firm also known as Ekuinas.

Following the 50.2% acquisition, Lim through Liannex also extended its offer to acquire the remaining shares it does not own, consisting of a cash offer of 63.5 sen for a 49.8% stake in Icon Offshore and 100% of its warrants or 130.90 million warrants for 0.1 sen.

The 63.5 sen offer price represents a discount of 13% to Icon Offshore’s closing price of 73 sen on Tuesday. Its 0.1 sen offer price for warrants showed a whopping discount of 42.86% from its warrants' closing price of 0.175 sen on the same day.

The new shareholder intends to maintain Icon Offshore’s listing status.

Notably, Ekuinas has held the majority stake in Icon Offshore for over a decade, since its investment in 2012. It is stated in Icon Offshore’s 2023 annual report that Ekuinas has a total of 56.03% stake in Icon Offshore via Hallmark Odyssey Sdn Bhd as at March 30, 2023.

Following the transaction, Ekuinas' shareholding in Icon Offshore is set to reduce to about 5.83%.

In a separate statement, Ekuinas chief executive officer Syed Yasir Arafat Syed Abd Kadir said that the private equity firm has made a cumulative realised gain of over RM500 million, derived throughout Ekuinas’ holding period of more than 10 years.

The transaction places Ekuinas as one of the few investors within the O&G sector to successfully realise its investment, Syed Yasir Arafat added.

“With the investor’s track record and financial stability in the O&G industry, we consider the transaction to be a win-win opportunity, mutually beneficial for both Ekuinas and Icon Offshore shareholders.

“This strategic divestiture is certainly a reflection of our commitment to maximise shareholder value and one that leaves Icon Offshore in capable hands to chart their next level of growth,” he added.

Icon Offshore has established itself as an OSV provider in Malaysia and Southeast Asia that primarily serves the Malaysian and Bruneian coasts with a total of 19 active OSVs.

In FY2023, it recorded an active utilisation rate of 75%, with an estimated orderbook of over RM300 million.

For the full-year of FY2023 (FY2023), Icon Offshore’s net profit plunged 97.13% to RM4.86 million, from RM168.92 million in FY2022, while revenue dropped 29.52% to RM199.79 million, from RM283.48 million during the same period.

The weaker earnings were mainly due to a decline in gain on disposal of property, plant and equipment of 99.68% in FY2023 at RM649,861, compared to RM206.33 million in FY2022.

In 2022, Icon Offshore disposed of its sole jack-up rig to Saudi Arabia-based ADES Arabia Holding for RM381.65 million, which resulted in a gain of disposal of RM196.3 million, significantly boosting the group’s financial performance in FY2022.

On Tuesday, Icon Offshore’ share price closed up 3.5 sen or 5% to 73 sen, bringing the group a market capitalisation of RM395 million. Year to date, the stock has gained 28%

Yinson’s share price settled eight sen or 3.3% lower at RM2.35 for a market capitalisation of RM7.2 billion.