KUALA LUMPUR (March 20): Independent adviser MainStreet Advisers Sdn Bhd has urged ICT Zone Asia Bhd (KL:ICTZONE) shareholders to reject the exit cash offer for shares not held by the offerors, saying it is “unfair and not reasonable”.

The offer at 20 sen per share by the joint offerors, ICT Zone Holding Sdn Bhd and Datuk Seri Ng Thien Phing, comes as the LEAP Market-listed technology financing solutions provider seeks to transfer to the ACE Market. Ng is the promoter and non-independent non-executive chairman of ICT Zone Asia.

In a circular to ICT Zone Asia's remaining shareholders, MainSteet said it views as unfair the 20 sen offer price, which represents a discount of 1.95 sen or 8.88% to ICT Zone Asia’s estimated value per share of 21.95 sen, based on a discounted cash flow valuation methodology.

Looking at historical prices, MainStreet said the offer price represents a discount ranging from two sen (9.09%) to 6.75 sen (25.23%) to the closing price of ICT Zone Asia shares on Feb 14 and five-day, one-month, three-month, six-month and 12-month volume weighted average prices of the company’s shares up to and including Feb 14.

The independent adviser said the offer is also unfair as the joint offerors intend to maintain the listing of ICT Zone Asia on the LEAP Market, pending the completion of its transfer to the ACE Market.

“Following thereto, ICT Zone Asia is expected to comply with the public spread requirements under the ACE Market Listing Requirements.

“As such, holders will still be able to participate in the trading of ICT Zone Asia shares even after the closing date, and the shareholder of ICT Zone Asia will have a better avenue to fully/partially release their investment either by way of capital appreciation/dividend upon its listing on the ACE Market,” the independent adviser said.

MainStreet also noted that the joint offerors do not intend to invoke Subsection 222(1) of the Capital Market and Services Act to compulsorily acquire any remaining shares for which valid acceptances have not been received by the offer’s closing date.

“Accordingly, we advise the non-interested directors to recommend the holders to reject the exit offer, and recommend that the holders reject the exit offer,” it said.

Shares in ICT Zone Asia stood unchanged at 28 sen on Thursday, valuing the company at RM185.5 million.

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