Intention to Make Takeover Bid for ICSGlobal
Sydney, Dec 12, 2022 AEST (ABN Newswire) - DWY (No.1) Pty Ltd ACN 664 056 320 (DWY), a wholly owned subsidiary of Dawney & Co Ltd (NSX:DWY) is pleased to announce an off-market takeover offer (the Offer) to acquire all the issued fully paid ordinary shares in ICS Global Limited (ABN 72 073 695 584) (ASX:ICS) (ICS) for $0.20 cash per share (the Offer Price).
Dawney currently has a relevant interest of approximately 2.7% in ICS. In making the Offer, DWY is seeking to increase its relevant interest in ICS to at least 50.1% (on a fully diluted basis).
Summary of the Offer
The Offer Price provides certain value in the form of cash consideration and a source of liquidity, which has not been available to Shareholders for over 17 months since ICS's suspension from quotation on 21 June 2021. ICS shareholders can accept on a full or partial basis, without having to pay brokerage fees.
The Offer is subject to a minimum acceptance condition of DWY having a relevant interest in ICS of at least 50.1% of all ICS shares (on a fully diluted basis). The Offer is also conditional upon:
- Up to the end of the Offer Period, there are no material acquisitions, disposals or new commitments in relation to the ICS Group;
- No restraints;
- There are no Material Adverse Changes in relation to the ICS Group;
- There are no Prescribed Occurrences; and
- ICS makes distributions whether by way of dividends , return of capital or otherwise.
The Offer conditions are set out in full in the Annexure* to this Announcement. The Offer is expected to open on 28 December 2022 and close at 7:00pm (Sydney time) on 30 January 2023, unless otherwise extended.
*To view full details, please visit:
About Dawney & Co Ltd
Dawney & Co Ltd (NSX:DWY) (previously Hamilton Securities Ltd) is a value focused investment company listed on the National Stock Exchange (NSX), based in Brisbane.
Dawney & Co Ltd