SUBSTANTIAL shareholder of Catalist-listed ICP : 5I4 0% Aw Cheok Huat has launched a mandatory conditional cash offer for shares of the company at S$0.007 apiece, after acquiring an additional 773.2 million shares on Tuesday (Jul 11).

The offer was triggered after he acquired a 23.2 per cent stake in a S$5.4 million married deal, bringing his total deemed interest in ICP to 42.63 per cent, amounting to over 1.42 billion shares.

He was previously deemed to have a 19.43 per cent stake, comprising 647.6 million shares.

This change in shareholding comes ahead of ICP’s extraordinary general meeting (EGM) on Jul 26, requisitioned by shareholder Ang Kong Meng to pass seven resolutions.

Ang currently holds a direct interest of 10.99 per cent and indirect interest of 10.35 per cent in ICP.

The offer is made solely to comply with the Singapore Code on Take-overs and Mergers due to the acquisition, with no intention to introduce any major changes to the group’s existing businesses.

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The offer consideration is 12.5 per cent lower than the counter’s last transacted price of S$0.008 on Jul 10, ahead of the trading halt called on Jul 11.

It represents a 24.7 per cent discount over the volume-weighted average price (VWAP) for the shares traded in ICP over the past one month. It also represents a 29.3 per cent, 28.6 per cent and 28.6 per cent premium over VWAP per share for the three-month, six-month and 12-month period respectively.

The offer is conditional upon the offeror receiving valid acceptances, which will result in the offeror and concert parties holding more than 50 per cent of ICP at the close of the offer.

Ang cited related-party transactions between ICP and Datapulse Technology as one rationale for his requisition notice. Aw Cheok Huat, who is also chairman of Datapulse, is the father of ICP executive director Aw Ming-Yao Marcus.

In its requisition circular regarding the matter, ICP’s board said that the familial relationship and the companies’ related-party transactions “do not appear to be relevant nor a meritorious reason” to replace the directors.

The resolutions to be considered at the EGM include the removal of three directors and the appointment of two directors, including Ang himself.

Ang also called for the removal of any directors appointed between the date of the requisition letter and the EGM date, and for the company to cease any diversification or capital or fund-raising activities beyond its businesses from the date of the requisition letter.