Posted by pazzoll > 2021-09-11 11:24 | Report Abuse
IDIMENSION CONSOLIDATED BHD (“ICB” OR “COMPANY”)
PROPOSED REGULARISATION PLAN
(Unless otherwise stated, all abbreviations used herein shall have the same meanings as those stated in the announcements dated
19 December 2019, 5 March 2020, 20 May 2020 and 30 March 2021 in relation to the Proposed Regularisation Plan)
We refer to the Company’s announcement dated 19 December 2019 and its subsequent announcements in relation to
the Proposed Regularisation Plan.
On behalf of the Board, KAF IB wishes to announce that Bursa Securities had, vide its letter dated 10 September
2021, resolved to approve the following:-
(i) Proposed Consolidation, which entails the consolidation of every ten (10) existing ordinary shares of ICB
into one (1) ordinary share in ICB (“ICB Share”);
(ii) Proposed Private Placement, which entails the issuance of 16,317,000 new ICB Shares, representing
approximately 60.0% of the total number of ICB Shares in issue after Proposed Consolidation, to Yew Ah
Chai, Too Tian Jen, Yau Ming Teck, Teoh Teng Guan and David Tan Chao Hsiung (collectively referred to
as the “Placement Investors”) at the issue price of RM0.10 per Placement Share;
(iii) Proposed Rights Issue, which is to be undertaken on a renounceable basis, which entails the issuance of the
following:-
(a) 87,026,436 Rights Shares, at the issue price of RM0.10 per Right Share, on the basis of two (2) Rights
Shares for every one (1) ICB Share, together with 87,026,436 free ICB Warrants on the basis of one
(1) ICB Warrant for every one (1) Rights Share subscribed for; and
(b) 174,052,872 ICB RCPS on the basis of four (4) ICB RCPS for every one (1) ICB Share at the
proposed issue price of RM0.025 per ICB RCPS;
(iv) Proposed EVE Acquisition, which entails the proposed acquisition of the entire 5,000,000 ordinary shares in
EVE, representing 100% of the issued share capital of EVE by EVD from EV-Dynamic, for a purchase
consideration of RM108.0 million, which shall be satisfied through a combination of:-
(a) RM37.8 million through the issuance of 252,000,000 EVD Shares at a proposed issue price of
RM0.15 per EVD Share;
(b) RM58.2 million through the issuance of 2,328,000,000 EVD RCPS at a proposed issue price of
RM0.025 per EVD RCPS; and
(c) the remaining RM12.0 million in cash,
together with EV-Dynamic’s business (consisting the entire ICT system solutions business of the EVDynamic
Group currently undertaken by EV-Dynamic, EVE and EGPL) shall be streamlined to EVE;
(v) Proposed EV-Dynamic Acquisition, which entails the proposed acquisition of the entire 10,000,000 ordinary
shares in EV-Dynamic, representing 100% of the issued share capital of EV-Dynamic by EVD from Mah
Seong Huak and Ir. Gan Wee Peng, for a purchase consideration of RM1.00 in cash;
(vi) Proposed Securities Exchange, which entails the exchange of all ICB Shares, ICB RCPS and ICB Warrants
by way of scheme of arrangement under Section 366 of the Act on the following basis:-
(a) one (1) ICB Share for every one (1) EVD Share;
(b) one (1) ICB Warrant for every one (1) EVD Warrant; and
(c) one (1) ICB RCPS for every one (1) EVD RCPS;
