ICP shareholder makes mandatory conditional cash offer for shares after bumping up stake in firm
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ICP, which has Travelodge Hotels (Asia) as one of its main subsidiaries, received a requisition notice in part due to related-party transactions between itself and Datapulse Technology.
ST PHOTO: ALPHONSUS CHERN
Elysia Tan
SINGAPORE - A shareholder of Catalist-listed ICP has launched a mandatory conditional cash offer for shares of the company at 0.7 cent apiece, after acquiring an additional 773.2 million shares on Tuesday.
The offer was triggered after Mr Aw Cheok Huat acquired the 23.2 per cent stake in a $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 July 26, requisitioned by shareholder Ang Kong Meng to pass seven resolutions.
Mr Ang currently holds a direct interest of 10.99 per cent and indirect interest of 10.35 per cent in ICP, which has Travelodge Hotels (Asia) as one of its main operating subsidiaries.
Mr Ang cited related-party transactions between ICP and Datapulse Technology as one rationale for his requisition notice.
Mr Aw, who is chairman of Datapulse, is the father of ICP executive director Marcus Aw Ming-Yao.
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 Mr Ang himself.
Mr 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.
Mr Aw’s offer is made solely to comply with the Singapore Code on Takeovers and Mergers due to the acquisition, with no intention to introduce any major changes to the group’s existing businesses.
The offer consideration is 12.5 per cent lower than the counter’s last transacted price of 0.8 cent on Monday, ahead of the trading halt called on Tuesday.
It represents a 24.7 per cent discount over the volume-weighted average price (VWAP) for the shares traded in ICP over the past 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. THE BUSINESS TIMES