KUALA LUMPUR, 20 MARCH 2025 – The unconditional voluntary take-over offer by ICT Zone Holding Sdn Bhd and Datuk Seri Ng Thien Phing (“Joint Offerors”) to acquire all the remaining 234,733,200 shares, representing approximately 35.43% of the total issued shares in ICT Zone Asia Berhad (“ICT Zone Asia”; KLSE: ICTZONE (03038)) owned by the minority shareholders at the cash offer price of RM0.20 per share (“Exit Offer”) has been deemed not fair and not reasonable by the Independent Adviser, MainStreet Advisers Sdn Bhd (“MainStreet”).
MainStreet’s evaluation found that the Exit Offer represents an 8.88% discount to ICT Zone Asia’s estimated value based on the discounted cash flow (DCF) valuation.
Furthermore, the Exit Offer price is 28.57% lower than the last traded price of 28 sen on 28 February 2025, translating to a discount of RM0.08 per share.
While MainStreet acknowledges that the Exit Offer matches ICT Zone Asia’s illustrative initial public offering (IPO) price of RM0.20 per share, it also highlighted that the final IPO Price will not exceed the Exit Offer price.
The Independent Adviser also notes that the Joint Offerors intend to maintain ICT Zone Asia’s listing status on the LEAP Market until the completion of the transfer of listing to the ACE Market of Bursa Malaysia Securities Berhad (“Transfer Listing”) after the Exit Offer. The Exit Offer remains open for acceptance until 5.00 pm on Wednesday, 2 April 2025 (“Closing Date”).
The Exit Offer is intended to facilitate the implementation of the Transfer Listing pursuant to Rule 8.06(1) of the LEAP Market Listing Requirements and paragraph 2.1 of Guidance Note 15A of the ACE Market Listing Requirements.
Notably, ICT Zone Asia’s LEAP Market listing was a revolutionary and transformative capital restructuring exercise that strategically converted 2 interest schemes launched on 28 March 2011 and 20 October 2014, with ordinary shares priced at 16 sen and ICPS conversion fixed at 20 sen.
The five-year ICPS, which matured on 21 January 2025, delivered a compelling 10% yield compared to the 8% annual interim payments on interest schemes before the LEAP Market listing. The trailblazing restructuring unleashed RM4.6 million in additional working capital, fueling its ambitious equity growth strategies. On 3 November 2023, ICT Zone Asia further supercharged its growth and profitability with a successful RM10.1 million private placement at 19 sen per Share.
The Exit Offer presents shareholders an opportunity to seize significant investment value and monetise their investment returns, either fully or partially, through an option to continue participating in ICT Zone Asia’s dynamic and high-growth trajectory expansion on the ACE Market as the company accelerates its next phase of growth.
ICT Zone Asia’s impressive financial trajectory underscores achievements from strength to strength, with profit after taxation and minority interest (PATAMI) rising from RM1.0 million (FYE 31 January 2020) to RM7.3 million (FYE 31 January 2024), and its earnings before interest, taxation, depreciation and amortisation (EBITDA) expanded from RM19.70 million to RM48.17 million.