【ICONIC 9113 交流专区】（前名 SANBUMI）

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ICONIC WORLDWIDE BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	Conversion of Preference Shares
Details of corporate proposal	Conversion of Redeemable Convertible Preference Shares
No. of shares issued under this corporate proposal	57,324,840
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.3140
Par Value($$) (if applicable)
Latest issued share capital after the above corporate proposal in the following
Units	478,153,272
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 126,803,512.650
Listing Date	09 Nov 2021

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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)

ICONIC WORLDWIDE BERHAD

Particulars of Substantial Securities Holder

Name	MODERN REWARDS SDN BHD
Address	63, 1st Floor, Jalan Selat Taman Selat Butterworth 12000 Pulau Pinang Malaysia.
Company No.	2005011007576 (684623-U)
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares
Name of registered holder	Modern Rewards Sdn Bhd
Address of registered holder	63, 1st Floor, Jalan Selat, Taman Selat, 12000 Butterworth, Pulau Pinang

Date interest acquired & no of securities acquired
Date interest acquired	05 Nov 2021
No of securities	57,324,840
Circumstances by reason of which Securities Holder has interest	Conversion of Redeemable Convertible Preference Shares to Ordinary Shares
Nature of interest	Direct Interest
Total no of securities after change
Direct (units)	57,324,840
Direct (%)	11.989
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Date of notice	08 Nov 2021
Date notice received by Listed Issuer	08 Nov 2021

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Type	Announcement
Subject	NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) FUND RAISING
Description	ICONIC WORLDWIDE BERHAD ("ICONIC" OR "COMPANY") PROPOSED PRIVATE PLACEMENT OF UP TO 20% OF THE TOTAL ISSUED ORDINARY SHARES IN ICONIC
On behalf of the Board of Directors of Iconic (“Board”), M&A Securities Sdn Bhd (“M&A Securities”) wishes to announce that the Company proposes to undertake a private placement of up to 95,630,650 new ordinary shares in Iconic (“Iconic Shares” or “Shares”), representing not more than 20% of the issued Shares (“Proposed Private Placement”), at an issue price to be determined and fixed at a later date. Further information on the Proposed Private Placement is disclosed in the attachment herein. This announcement is dated 10 November 2021.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3208286

Attachments Iconic - Proposed Private Placement.pdf

Type	Announcement
Subject	NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) FUND RAISING
Description	ICONIC WORLDWIDE BERHAD ("ICONIC" OR "COMPANY") PROPOSED PRIVATE PLACEMENT OF UP TO 20% OF THE TOTAL ISSUED ORDINARY SHARES IN ICONIC
We refer to the announcement made on 10 November 2021 in relation to the Proposed Private Placement (“Announcement”). Unless otherwise defined, the definitions set out in the Announcement shall apply herein. Further information is disclosed in the attachment herein. This announcement is dated 29 November 2021.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3213963

Attachments ICONIC - Additional Announcement.pdf

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Sep 2021

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Sep 2021	30 Sep 2020	30 Sep 2021	30 Sep 2020
		$$'000	$$'000	$$'000	$$'000

1	Revenue	19,061	11,664	37,584	16,462
2	Profit/(loss) before tax	3,869	3,029	7,136	4,301
3	Profit/(loss) for the period	3,869	3,029	7,136	4,301
4	Profit/(loss) attributable to ordinary equity holders of the parent	3,869	3,029	7,136	4,301
5	Basic earnings/(loss) per share (Subunit)	0.92	0.94	1.70	1.33
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.4100		0.4000

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Type	Announcement
Subject	MULTIPLE PROPOSALS
Description	ICONIC WORLDWIDE BERHAD ("ICONIC" OR THE "COMPANY")- PROPOSED ACQUISITION;- PROPOSED RIGHTS ISSUE WITH WARRANTS;- PROPOSED EXEMPTION; AND- PROPOSED SET-OFF
On behalf of the Board of Directors of Iconic (“Board”), M&A Securities Sdn Bhd (“M&A Securities”) wishes to announce that the Company had on 14 September 2022 entered into a conditional share purchase agreement (“SPA”) with Dato’ Seri Tan Kean Tet and Tan Seok Ying (collectively, the “Vendors”) to acquire a total of 200,000 ordinary shares in Goldenluck Development Sdn Bhd (“Goldenluck”) (“Sale Shares”), representing 100% equity interest in Goldenluck for a purchase consideration of approximately RM39.80 million (“Purchase Consideration”) (“Proposed Acquisition”). The Proposed Acquisition is deemed as a related-party transaction pursuant to Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”). Dato’ Seri Tan Kean Tet (Group Managing Director) and Tan Seok Ying (Executive Director) are the Vendors of the Sale Shares under the Proposed Acquisition. In this regard, Iconic has appointed MainStreet Advisers Sdn Bhd (“Mainstreet”) to act as the Independent Adviser to advise the non-interested Directors and non-interested shareholders of Iconic as to whether the Proposed Acquisition is fair and reasonable insofar as the non-interested shareholders are concerned, and whether the Proposed Acquisition is to the detriment of the minority shareholders of Iconic. Further, the Company intends to undertake the following proposals: (i) proposed renounceable rights issue of up to 1,124,706,544 new ordinary shares in Iconic (“Iconic Shares” or “Shares”) (“Rights Shares”) on the basis of 2 Rights Shares for every 1 existing Share held (“Rights Shares Entitlement Basis”), together with up to 749,804,362 free detachable warrants in Iconic (“Warrants”) on the basis of 2 Warrants for every 3 Rights Shares subscribed by the entitled shareholders (“Warrants Entitlement Basis”) of the Company on an entitlement date to be determined (“Entitlement Date”) (“Entitled Shareholders”) (“Proposed Rights Issue with Warrants”); (ii) proposed exemption under Paragraphs 4.08(1)(b) and 4.08(1)(c) of the Rules on Take-Overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia (“SC”) (“Rules”) to Dato’ Seri Tan Kean Tet and persons acting in concert with him (“PACs”), from the obligation to undertake a mandatory offer for all the remaining Iconic Shares not already owned by him and the PACs (“Mandatory Offer”) pursuant to: the subscription of the Rights Shares (including the excess Rights Shares) by Dato’ Seri Tan Kean Tet pursuant to the Undertakings (as defined under Section 3.6 of this announcement) and the PACs; and the exercise of the Warrants held by Dato’ Seri Tan Kean Tet and the PACs into new Iconic Shares during the tenure of the Warrants. ("Proposed Exemption"). Pursuant to Paragraph 4.08(3) of the Rules, the Company has appointed Mainstreet as the Independent Adviser to advise the non-interested Directors and non-interested shareholders of Iconic on the Proposed Exemption; and (iii) proposed set-off of the Purchase Consideration against the subscription monies payable by Dato Seri Tan Kean Tet and Modern Rewards Sdn Bhd (“Modern Rewards”) pursuant to their irrevocable undertaking to subscribe up to the minimum subscription level for the Proposed Rights Issue with Warrants (“Proposed Set-Off”). The Proposed Acquisition, Proposed Rights Issue with Warrants, Proposed Exemption and Proposed Set-Off are collectively referred to as the “Proposals”. Further details of the Proposals are set out in the attachement. This announcement is dated 19 September 2022.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3292982

Attachments Iconic - Multiple proposals.pdf

Type	Announcement
Subject	MULTIPLE PROPOSALS
Description	ICONIC WORLDWIDE BERHAD ("ICONIC" OR THE "COMPANY")- PROPOSED ACQUISITION;- PROPOSED RIGHTS ISSUE WITH WARRANTS- PROPOSED EXEMPTION; AND- PROPOSED SET-OFFCOLLECTIVELY, THE "PROPOSALS"
Reference is made to the announcement dated 19 September 2022 in relation to the Proposals ("Announcement"). Section 1 of the Announcement should be read as follows: "On behalf of the Board of Directors of Iconic (“Board”), M&A Securities Sdn Bhd (“M&A Securities”) wishes to announce that the Company had on 19 September 2022 entered into a conditional share purchase agreement (“SPA”) with Dato’ Seri Tan Kean Tet and Tan Seok Ying (collectively, the “Vendors”) to acquire a total of 200,000 ordinary shares in Goldenluck Development Sdn Bhd (“Goldenluck”) (“Sale Shares”), representing 100% equity interest in Goldenluck for a purchase consideration of approximately RM39.80 million (“Purchase Consideration”) (“Proposed Acquisition”)." The announcement is dated 19 September 2022.

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Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS
Description	ICONIC WORLDWIDE BERHAD ("ICONIC" OR THE "COMPANY")- PROPOSED DISPOSAL OF 4 UNITS OF PROPERTIES FROM ICONIC MAISON SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY TO MODERN REWARDS SDN BHD
The Board of Directors of ICONIC wishes to announce that Iconic Maison Sdn Bhd (IMSB or Vendor), a wholly-owned subsidiary of the Company, has on 29 September 2022 entered into Sale and Purchase Agreement (Agreements) with Modern Rewards Sdn Bhd (MRSB or Purchaser) for the disposal of the properties to MRSB for a total cash consideration of RM9,400,000.00 (Disposal Consideration), upon the terms and conditions as set out in the SPA (Proposed Disposal). This announcement is dated 29 September 2022. Please refer attachment below.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3295872

Attachments ICW-RPT-Disp_prop_MRSB(final).pdf

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Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS
Description	ICONIC WORLDWIDE BERHAD ("ICONIC" OR THE "COMPANY") - DISPOSAL OF 4 UNITS OF PROPERTIES BY ICONIC MAISON SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY TO MODERN REWARDS SDN BHD
We refer to the announcement made on 29 September 2022 in relation to the Proposed Disposal of Properties.  Unless otherwise stated, all definitions and terms used in this announcement shall have the same meanings as defined in the previous announcement. Please refer to Appendix. This announcement is dated 30 September 2022.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3296270

Attachments ICW-RPT-Disp_prop MRSB(add info)(final).pdf

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ICONIC WORLDWIDE BERHAD

Entitlement subject	Rights Issue
Type	Renounceable
Entitlement description	RENOUNCEABLE RIGHTS ISSUE OF UP TO 1,124,706,544 NEW ORDINARY SHARES IN ICONIC WORLDWIDE BERHAD ("ICONIC") ("ICONIC SHARE(S)" OR "SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF 2 RIGHTS SHARES FOR EVERY 1 EXISTING SHARE HELD AS AT 5.00 P.M. ON MONDAY, 25 MARCH 2024 AT THE ISSUE PRICE OF RM0.085 PER RIGHTS SHARE, TOGETHER WITH UP TO 749,804,362 FREE DETACHABLE WARRANTS IN ICONIC ("WARRANTS") ON THE BASIS OF 2 WARRANTS FOR EVERY 3 RIGHTS SHARES SUBSCRIBED BY THE ENTITLED SHAREHOLDERS OF THE COMPANY ("RIGHTS ISSUE WITH FREE WARRANTS")
Ex-Date	22 Mar 2024
Entitlement date	25 Mar 2024
Entitlement time	5:00 PM
Share transfer book & register of members will be	to  closed from (both dates inclusive) for the purpose of determining the entitlement
a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers	25 Mar 2024
b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable)
Rights Issue/Offer Price	Malaysian Ringgit (MYR) 0.0850
Par Value (if applicable)
Entitlement indicator	Ratio
Entitlement Details
Company Name	ICONIC WORLDWIDE BERHAD
Entitlement	Ordinary Rights
Ratio (New:Existing)	2.0000  : 1.0000
Rights Crediting Date	25 Mar 2024

Despatch Date	27 Mar 2024
Date for commencement of trading of rights	26 Mar 2024
Date for cessation of trading of rights	03 Apr 2024
Date for announcement of final subscription result and basis of allotment of excess Rights Securities	19 Apr 2024
Last date and time for :
Sale of provisional allotment of rights	02 Apr 2024 05:00 PM
Transfer of provisional allotment of rights	04 Apr 2024 04:30 PM
Acceptance and Payment	12 Apr 2024 05:00 PM
Excess share application and payment	12 Apr 2024 05:00 PM
Available/Listing Date	25 Apr 2024

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Type	Announcement
Subject	TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description	Icon Offshore Berhad ("Icon" or "the Company") - Receipt of Notice of Unconditional Mandatory Take-Over Offer from AmInvestment Bank Berhad on behalf of Liannex Maritime Sdn Bhd ("Offeror")
The Board of Directors of Icon (“Board”) wishes to announce that the Board had on 26 March 2024 received a notice of unconditional mandatory take-over offer (“Notice”) from AmInvestment Bank Berhad on behalf of the Offeror, to acquire all the following remaining securities which are not already held by the Offeror, the ultimate offeror i.e. Liannex Corporation (S) Pte Ltd and the persons acting in concert ("Offer"):- (i) 269,637,488 Icon Shares ("Offer Share(s)"), representing approximately 49.8% shareholdings in Icon, for a cash offer price of RM0.635 per Offer Share ("Shares Offer Price") and such number of new Icon Shares that may be issued prior to the Closing Date pursuant to (a) the exercise/conversion of the outstanding warrants 2020/2028 issued by Icon ("Warrants"); (b) existing employee's share option scheme of Icon ("ESOS Options") (Warrants and ESOS Options are collectively referred to as the "Convertible Securities"); (c) restructured term loans under the debt restructuting exercise undertaken by Icon where the debt owing will be automatically exchanged to Icon Shares in the event of a formal approval of a take-over offer ("RTL3") and (d) Icon Shares allocated and to be issued and/or transferred pursuant to the existing employees' share grant plant ("ESGP"); and (ii) 130,902,600 Warrants ("Offer Warrant(s)"), representing approximately 100.0% Warrants, for a cash offer price of RM0.001 per Offer Warrant. (The Offer Shares and Offer Warrants are collectively referred to as "Offer Securities"). In accordance with the Rules on Take-Overs, Mergers and Compulsory Acquisitions, the Board will appoint an independent adviser to advise the Company and the holders of the Offer Securities on the fairness and reasonableness of the Offer. The announcement of the appointed independent adviser will be made in due course. A copy of the Notice is enclosed in this announcement and the same will be posted to all holders of the Offer Securities within 7 days from the date of this announcement. This announcement is dated 26 March 2024.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3433822

Attachments Icon Offshore Berhad - Notice of Unconditional Mandatory Take-Over Offer.pdf

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Type	Announcement
Subject	NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) FUND RAISING
Description	ICONIC WORLDWIDE BERHAD ("ICONIC" OR "COMPANY")RIGHTS ISSUE WITH FREE WARRANTS
(Unless otherwise stated, all abbreviations and definitions used herein shall have the same meaning as those defined in the earlier announcements in relation to the Rights Issue with Free Warrants) On behalf of the Company, M&A Securities is pleased to announce that at the close of acceptance, excess application and payment for the Rights Issue with Free Warrants as at 5.00 p.m. on 12 April 2024 (“Closing Date”), the Company received valid acceptances and excess applications for a total of 1,125,272,907 Rights Shares. This represents a subscription level of 100.05% of the total 1,124,706,544 Rights Shares available under the Rights Issue with Free Warrants, resulting in an over-subscription rate of 0.05%. Details of valid acceptances and excess applications received as at the Closing Date for the Rights Issue with Free Warrants are as follows: No. of Rights Shares % of total issue size Total valid acceptances 677,937,260 60.28 Total valid excess applications 447,335,647 39.77 Total valid acceptances and excess applications 1,125,272,907 100.05 Total Rights Shares available for subscription 1,124,706,544 100.00 Over-subscription 566,363 0.05 In accordance with the procedure for excess application as stipulated in the Abridged Prospectus dated 25 March 2024, the Board has allocated the Excess Rights Shares with Warrants on a fair and equitable basis and in the following priority: (i) firstly, to minimise the incidence of odd lots; (ii) secondly, on a pro-rata basis and in board lots, to the Entitled Shareholders who have applied for Excess Rights Shares with Warrants, calculated based on their respective shareholdings in the Company as at the Entitlement Date; (iii) thirdly, on a pro-rata basis and in board lots, to the Entitled Shareholders who have applied for Excess Rights Shares with Warrants, calculated based on the quantum of their respective Excess Rights Shares with Warrants applications; and (iv) finally, on a pro-rata basis and in board lots, to the renouncee(s) and/or transferee(s) (if applicable) who have applied for Excess Rights Shares with Warrants, calculated based on the quantum of their respective Excess Rights Shares with Warrants applied for. For the remaining Excess Rights Shares with Warrants after steps (i) to (iv) have been carried out, steps (ii) to (iv) have been repeated until all remaining Excess Rights Shares with Warrants have been allocated. The Rights Shares and Warrants are expected to be listed on the Main Market of Bursa Malaysia Securities Berhad on 25 April 2024. This announcement is dated 19 April 2024.