KUALA LUMPUR (Feb 17): ICT Zone Asia Bhd (KL:ICTZONE), which is listed on the LEAP Market and is seeking to be transferred to the ACE Market, has obtained approval for all the pre-conditions for the listing transfer.

This means that the exit cash offer of 20 sen per share for all the remaining shares in ICT Zone Asia not held by ICT Zone Holding Sdn Bhd and Datuk Seri Ng Thien Phing (joint offerors) will be in force. The offer price is at a 9.09% discount to ICT Zone Asia’s closing price of 22 sen on Monday.

Ng is the promoter and non-independent non-executive chairman of ICT Zone Asia. He is also the founder of SkyWorld Development Bhd (KL:SKYWLD), a Main Market-listed company on Bursa Securities.

The joint offerors own 427.72 million shares or a 64.57% stake in ICT Zone Asia. This means the offer shares shall comprise 234.73 million ICT Zone Asia shares not already held by the joint offerors. Ng owns 61.5% of ICT Zone Holding.

ICT Zone Asia has total issued shares of 662.45 million units.

The joint offerors had received irrevocable and unconditional undertaking letters dated March 12, 2024 from the persons acting in concert with it (PACs) and undertaking party that they will not accept the exit offer.

This means that the PACs and the undertaking party will not acquire any ICT Zone Asia shares and irredeemable convertible preference shares (ICPS), and will continue to hold and not dispose of, transfer or reduce their entire shareholdings in ICT Zone Asia.

The PACs hold 63.31 million shares or a 9.56% stake in ICT Zone Asia, while Tan Sri Megat Najmuddin Megat Khas is the undertaking party shareholder in ICT Zone Asia, with a 1.74% stake or 11.55 million shares in the group.

The joint offerors intend to maintain the listing status of ICT Zone Asia.

The exit offer is not conditional upon any minimum level of acceptance of the offer shares as the joint offerors already hold more than 50% of the voting shares or voting rights of ICT Zone Asia.

Malacca Securities is the principal adviser to the joint offerors in respect of the exit offer.  

ICT Zone Asia, which specialises in technology financing solutions, information and communications technology (ICT) hardware and software trading, as well as cloud services, plans to complete the migration to the ACE Market by the second quarter of this year.  

ICT Zone Asia shares ended unchanged at 22 sen on Monday, valuing the group a market capitalisation of RM146 million.