On behalf of the Board of Directors of IWCity, Maybank Investment Bank Berhad wishes to announce that the Company :
(a) had, on 20 March 2025, entered into a conditional settlement agreement with Rampai Fokus Sdn Bhd (“RFSB”), a wholly-owned subsidiary of Danga Bay Sdn Bhd, which is in turn wholly-owned by Iskandar Waterfront Holding Sdn Bhd, a major shareholder of the Company, for the proposed issuance of up to 725,405,406 new ordinary shares in IWCity for the full settlement of the outstanding advances made available by RFSB to IWCity and its group of subsidiaries (collectively, the “Group” or the “IWCity Group”) as at 28 February 2025, being the latest practicable date prior to the date of this Announcement (“LPD”), together with the interest accrued thereon, amount to an aggregate sum of RM268.4 million (“Proposed Debt Settlement”);
(b) proposes to undertake the following to regularise its financial condition in accordance with Paragraph 8.04(3) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad:
(i) proposed private placement of up to 92,112,700 new ordinary shares in IWCity (“IWCity Share(s)” or “Share(s)”), representing not more than 10% of the total number of issued IWCity Shares as at the LPD, at an issue price to be determined later (“Proposed Private Placement”);
(ii) Proposed Debt Settlement;
(iii) proposed capital reduction involving the reduction of the issued share capital of IWCity pursuant to Section 117 of the Companies Act, 2016 (“Act”) via the cancellation of the Company’s paid-up share capital which is substantially unrepresented by available assets amounting to RM120.0 million. The corresponding credit of RM120.0 million arising from such cancellation will be used to set-off against the accumulated losses of the Company while the remaining balance, if any, will be credited to the retained earnings of the Company which shall be used in a manner to be determined by the Board at a later date and in the best interest of the Company as permitted by the relevant and applicable laws as well as the Listing Requirements (“Proposed Capital Reduction”); and
(iv) proposed exemption under Paragraph 4.08(1)(b) of the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia for RFSB and persons acting in concert with it from the obligation to undertake a mandatory take-over offer for all the remaining IWCity Shares not already owned by them upon completion of the Proposed Debt Settlement (“Proposed MGO Exemption”).
Further details of the Proposed Regularisation Plan are set out in the enclosed attachment.
This announcement is dated 20 March 2025.
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发表于 5-3-2024 03:38 PM
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