Press Statement – ICP Ltd

Date: September 3, 2026

To minority shareholders of ICP Ltd,

It has come to SIAS’ attention that ICP Ltd (“ICP”) is convening an extraordinary general meeting (EGM) on 21^st September 2026 to seek shareholders’ approval for a selective capital reduction (SCR) involving the cancellation of 661,653,510 shares held by minority shareholders for cash consideration of $0.007 per ordinary share.

As per the EGM notice, please see attached, Mr Aw Cheok Huat, Mr Aw Ming-Yao Marcus and parties acting in concert with each of them are non-participating shareholders in the proposed SCR. This would mean that their percentage ownership and control of ICP could increase after the SCR.

SIAS notes that when ICP was delisted from the SGX on 4 July 2025, Mr Aw Cheok Huat’s last reported shareholding was 2,456,627,597, representing 73.51% of the total issued shares. The exit offer, announced on 19 April 2025, was made at $0.009 per share. Shareholders subsequently approved the voluntary delisting at an EGM held on 9 June 2025.

As a result of the exit offer, 546,374,820 shares were tendered. Based on the 3,342,086,706 shares in issue at the point of delisting, 885,459,109 shares, representing 26.49% of the issued shares, remained in the hands of minority shareholders.

One possible reason why 26.49% of the issued shares remained with minority shareholders is that some may not have understood the distinction between approving the voluntary delisting and accepting the exit offer. Voting in favour of the delisting resolution at the EGM did not constitute acceptance of the exit offer; shareholders who wished to accept it still had to submit the relevant acceptance forms.

The proposed SCR would involve 661,653,510 ICP shares being cancelled at $0.007 per share. SIAS notes that this consideration is below $0.009 per share offered under the exit offer announced approximately one year earlier. Given the relatively short period between the two proposals, minority shareholders may reasonably wish to understand the basis for the lower consideration under the proposed SCR, including what has changed materially since the $0.009 exit offer was made in April 2025.

More importantly, SIAS notes that the proposed SCR represents a significant decision for the remaining minority shareholders of an unlisted public company. Since ICP’s delisting, the regulatory and market framework applicable to the company is different from that applicable when it was listed on SGX¹.

In considering the proposed SCR, minority shareholders should therefore have a clear understanding of the company’s current financial position and prospects, the basis on which the $0.007 consideration was determined, and the implications of remaining as a shareholder if the SCR is not approved.

Shareholders should carefully consider the rights and limitations associated with continuing to hold shares in an unlisted public company. In particular, minority shareholders should not assume that they will subsequently have an opportunity to exit their investment at a particular price. Similarly, the payment of dividends remains subject to the company’s financial position, applicable law and the board’s decisions. Shareholders may wish to refer to our article on what happens to your shares following a delisting click here.

Ultimately, the proposed SCR is a matter for shareholders to decide. Minority shareholders have the right to attend the EGM, ask questions and vote on the proposed resolution, either personally or by appointing a proxy where applicable. A special resolution generally requires approval by not less than three-fourths of the votes cast by members entitled to vote, subject to the requirements of the Companies Act and the company’s constitution.

SIAS also calls for ICP to be transparent and take a proactive approach to communicate with the minority shareholders on the offer price of $0.007. To our recent knowledge, there was one equal access offer completed in August 2025 offering $0.007 to shareholders who did not manage to take up the exit offer at $0.009. While this was done with good intention, ICP should consider providing minority shareholders who missed the exit offer a chance to accept SCR at the same exit price.

SIAS encourages the remaining minority shareholders of ICP to exercise their shareholder rights by attending the EGM or voting by proxy, and to consider carefully the information provided by the company before deciding whether to support the proposed SCR. If approved, the SCR will apply to all shares covered by the resolution, including shares held by minority shareholders who did not vote or who voted against the resolution.

SIAS believes that minority shareholders should be provided with sufficient information to make an informed decision on a transaction that will materially affect their continued ownership of the company.

David Gerald
Founder, CEO & President
SIAS

 

¹ As an illustration, based on public records, the company last held its AGM on 28 May 2026. The annual return last filed with ACRA for the financial year ending 30 June 2025 was on 4 June 2026. SIAS has received documents to show that the company carried out an equal access offer in August 2025 at $0.007 per share after it was delisted in July 2025.

Reference

1. Notice of EGM
2. EGM Circular for Selective Capital Reduction
3. Proposed Selective Capital Reduction