BURSA ANNOUCEMENTS

Date : 11 August 2011

MULTIPLE PROPOSALS I-POWER BERHAD ("I-POWER" OR THE "COMPANY") I. PROPOSED CAPITAL REDUCTION; II. PROPOSED CRR REDUCTION; III. PROPOSED SHARE PREMIUM REDUCTION; IV. PROPOSED SHARE CONSOLIDATION; V. PROPOSED ACQUISITION; VI. PROPOSED EXEMPTION; VII. PROPOSED OFFER FOR SALE; VIII. PROPOSED PRIVATE PLACEMENT; IX. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; X. PROPOSED CHANGE OF NAME; AND XI. PROPOSED AMENDMENTS (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

I-POWER BERHAD

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionI-POWER BERHAD ("I-POWER" OR THE "COMPANY")

I. PROPOSED CAPITAL REDUCTION;
II. PROPOSED CRR REDUCTION;
III. PROPOSED SHARE PREMIUM REDUCTION;
IV. PROPOSED SHARE CONSOLIDATION;
V. PROPOSED ACQUISITION;
VI. PROPOSED EXEMPTION;
VII. PROPOSED OFFER FOR SALE;
VIII. PROPOSED PRIVATE PLACEMENT;
IX. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL;
X. PROPOSED CHANGE OF NAME; AND
XI. PROPOSED AMENDMENTS

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
On behalf of the Board of Directors of I-Power Berhad ("I-Power" or the "Company" or "Purchaser") ("Board"), OSK Investment Bank Berhad ("OSK") wishes to announce that the Company had, on 11 August 2011 entered into a conditional Share Sale Agreement ("SSA") with Chan Chuck Yan, Anne Kung Soo Ching, Ngu Sing Hieng and Wong Say Khim (collectively referred to as "Vendors") for the proposed acquisition by I-Power of the entire issued and paid-up share capital of Instacom Engineering Sdn Bhd ("Instacom") comprising 4,500,000 ordinary shares of RM1.00 each ("Instacom Share(s)") for a total purchase consideration of RM102,000,000 ("Purchase Consideration") to be satisfied entirely by the issuance of 1,020,000,000 new Consolidated Shares (as defined hereinafter) ("Consideration Shares") at an issue price of RM0.10 per Consolidated Share ("Proposed Acquisition").
In conjunction with the Proposed Acquisition, the Board has also resolved to undertake the following:-

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 ("I-Power Share(s)") and the credit arising therefrom to be offset against the accumulated losses at I-Power ("Proposed Capital Reduction");
    ii. Proposed reduction of the capital redemption reserve of I-Power arising from the Proposed Treasury Shares Cancellation (as defined hereinafter) ("Proposed CRR Reduction");
      iii. Proposed reduction of the share premium account ("Proposed Share Premium Reduction");
        iv. Proposed share consolidation of ten (10) ordinary shares of RM0.01 each into one (1) ordinary share of RM0.10 each in I-Power ("Consolidated Share(s)") after the Proposed Capital Reduction ("Proposed Share Consolidation");
          v. Proposed exemption to Chan Chuck Yan, Anne Kung Soo Ching, Ngu Sing Hieng and Wong Say Khim (collectively referred to as the "Vendors") and the parties acting in concert with them, if any, from the obligation to undertake a mandatory general offer for all the remaining Consolidated Shares not already held by them and all Consolidated Shares that may be allotted and issued arising from the exercise of I-Power's warrants ("Proposed Exemption");
            vi. Proposed offer for sale of up to 153,000,000 Consideration Shares held by the Vendors ("Offer Shares") to eligible investors to be identified later ("Proposed Offer for Sale");
              vii. 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 ("Proposed Private Placement");
                viii. Proposed increase in the authorised share capital of I-Power from RM10,000,000 comprising 100,000,000 Consolidated Shares after the completion of the Proposed Share Consolidation to RM200,000,000 comprising 2,000,000,000 Consolidated Shares ("Proposed Increase in Authorised Share Capital");
                  ix. Proposed change of name of the Company from I-Power Berhad to Instacom Holdings Berhad ("Proposed Change of Name"); and
                    x. Proposed amendments to the Memorandum and Articles of Association of I-Power ("Proposed Amendments")
                      (The Proposed Capital Reduction, the Proposed CRR Reduction, the Proposed Share Premium Reduction, the Proposed Share Consolidation, the Proposed Acquisition, the Proposed Exemption, the Proposed Offer for Sale, the Proposed Private Placement, the Proposed Increase in Authorised Share Capital, the Proposed Change of Name and the Proposed Amendments are collectively referred to as the "Proposals").
                        Further details on the Proposals are set out in the attachment below.
                          This announcement is dated 11 August 2011.

                          Attachments

                          I-Power_Announcement.pdf
                          408 KB


                          Announcement Info

                          Company NameI-POWER BERHAD (ACE Market) 
                          Stock Name IPOWER    
                          Date Announced11 Aug 2011  
                          CategoryGeneral Announcement
                          Reference NoOI-110811-34023

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