CATALIST-LISTED ICP will not proceed with its proposed placement of about 570.8 million shares at S$0.00876 apiece, for an approximate consideration of up to S$5 million, it announced on Thursday (Jul 13).

This follows the mandatory conditional cash offer by controlling shareholder Aw Cheok Huat on Jul 11 to acquire all the issued and paid-up ordinary shares of the company at S$0.007 per share.

The general offer constitutes a material adverse change which is likely to make it impracticable or inadvisable to market the placement shares or to enforce contracts for their purchase, the placement agent told ICP on Jul 12. It will likely also prejudice materially the success of the proposed placement.

The counter closed at S$0.008 on Thursday, up S$0.001 or 14.3 per cent.

The share price for ICP has fallen since the share placement was first announced. The proposed placement had been one rationale behind shareholder Ang Kong Meng’s requisition for an extraordinary general meeting (EGM).  (* see amendment note below)  

Shares of ICP closed at S$0.01 on Jun 7, before a trading halt was called ahead of the share placement announcement on Jun 8. After the halt was lifted following the announcement, the counter was unchanged.

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On Jun 16, the company announced that it had received a requisition notice from Ang to convene an EGM to pass seven resolutions.

Ang said in his requisition notice that ICP’s recently proposed share placement “does not seem to be a true fundraising, as the company has not disclosed any potential acquisitions”. Instead, the company intends to “dilute shareholders’ interest”, he alleged. He also sought the removal of three directors. (* see amendment note below)  

ICP closed unchanged at S$0.01 on Jun 16.

The company called for a trading halt on Jul 11 afternoon, before the announcement that Aw had become ICP’s controlling shareholder that night, with a 42.63 per cent stake in the company.

A bourse filing on Jul 12 also announced that Ang had on Jul 11 sold 536 million of his shares in ICP, for S$3.75 million via a married deal. His stake in ICP fell to 5.26 per cent, from 21.34 per cent.

The stock resumed trading on Jul 12, and closed at S$0.007, down S$0.002 or 22.2 per cent.

Amendment note: A previous version of the story incorrectly named Ang and Aw as directors of ICP. They are in fact shareholders.