Circular/Notice to Shareholders
| I-POWER BERHAD |
| Subject | CIRCULAR TO SHAREHOLDERS IN RELATION TO THE FOLLOWING: PART A I. PROPOSED SHARE CAPITAL REDUCTION BY THE CANCELLATION OF RM0.09 OF THE PAR VALUE OF EVERY EXISTING ORDINARY SHARE OF RM0.10 EACH IN I-POWER BERHAD ("I-POWER") AND THE CREDIT ARISING THEREFROM TO BE OFFSET AGAINST THE ACCUMULATED LOSSES OF I-POWER ("PROPOSED SHARE CAPITAL REDUCTION"); II. PROPOSED REDUCTION OF THE CAPITAL REDEMPTION RESERVE OF I-POWER ("PROPOSED CAPITAL REDEMPTION RESERVE REDUCTION"); III. PROPOSED REDUCTION OF THE SHARE PREMIUM ACCOUNT OF I-POWER ("PROPOSED SHARE PREMIUM REDUCTION"); IV. PROPOSED CONSOLIDATION OF TEN (10) ORDINARY SHARES OF RM0.01 EACH INTO ONE (1) ORDINARY SHARE OF RM0.10 EACH IN I-POWER ("CONSOLIDATED SHARE") AFTER THE PROPOSED SHARE CAPITAL REDUCTION ("PROPOSED SHARE CONSOLIDATION"); V. PROPOSED ACQUISITION BY I-POWER OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF INSTACOM ENGINEERING SDN BHD COMPRISING 4,500,000 ORDINARY SHARES OF RM1.00 EACH FOR A PURCHASE CONSIDERATION OF RM102,000,000 TO BE SATISFIED ENTIRELY BY THE ISSUANCE OF 510,000,000 NEW CONSOLIDATED SHARES AT AN ISSUE PRICE OF RM0.20 PER CONSOLIDATED SHARE ("CONSIDERATION SHARES") AFTER THE PROPOSED SHARE CONSOLIDATION ("PROPOSED ACQUISITION"); VI. PROPOSED BONUS ISSUE TO THE EXISTING SHAREHOLDERS OF I-POWER OTHER THAN CHAN CHUCK YAN, ANNE KUNG SOO CHING, NGU SING HIENG AND WONG SAY KHIM (COLLECTIVELY REFERRED TO AS THE "VENDORS") ON THE BASIS OF THREE (3) NEW CONSOLIDATED SHARES FOR EVERY TWO (2) EXISTING CONSOLIDATED SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER AFTER THE COMPLETION OF THE PROPOSED ACQUISITION ("PROPOSED BONUS ISSUE"); VII. PROPOSED EXEMPTION TO THE VENDORS UNDER PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 2010 FROM THE OBLIGATION TO UNDERTAKE A MANDATORY GENERAL OFFER FOR ALL THE REMAINING CONSOLIDATED SHARES AND OUTSTANDING WARRANTS OF I·POWER NOT ALREADY HELD BY THEM ("PROPOSED EXEMPTION"); VIII. PROPOSED OFFER FOR SALE OF UP TO 51,000,000 CONSIDERATION SHARES BY THE VENDORS TO ELIGIBLE INVESTORS TO BE IDENTIFIED PURSUANT TO THE PROPOSED ACQUISITION ("PROPOSED OFFER FOR SALE"); IX. PROPOSED PRIVATE PLACEMENT OF UP TO 15% OF THE ENLARGED ISSUED AND PAID-UP SHARE CAPITAL OF I-POWER UPON COMPLETION OF THE PROPOSED ACQUISITION AND THE PROPOSED BONUS ISSUE ("PROPOSED PRIVATE PLACEMENT"); X. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF I-POWER FROM RM100,000,000 COMPRISING 1,000,000,000 ORDINARY SHARES OF RM0.10 EACH IN I-POWER TO RM200,000,000 COMPRISING 2,000,000,000 ORDINARY SHARES OF RM0.10 EACH IN I-POWER ("PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL"); XI. PROPOSED CHANGE OF NAME OF THE COMPANY FROM I-POWER BERHAD TO INSTACOM GROUP BERHAD ("PROPOSED CHANGE OF NAME"); AND XII. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF I-POWER ("PROPOSED AMENDMENTS") PART B INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF I-POWER IN RELATION TO THE PROPOSED EXEMPTION |
Announcement Info
| Company Name | I-POWER BERHAD (ACE Market) |
| Stock Name | IPOWER |
| Date Announced | 28 Jun 2012 |
| Category | Document Receipt |
| Reference No | JM-120628-60334 |