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Asx Announcement 9 September 2014

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Asx Announcement 9 September 2014 ACN 157 710 846 ASX CODE: ICQ ASX ANNOUNCEMENT 9 SEPTEMBER 2014 Announcement issued by Rev Asia Berhad Enclosed is an announcement issued by Rev Asia Berhad, iCar Asia Limited’s 27.2% shareholder, to the ACE Market of Bursa Malaysia. -- End --- Page 1 of 18 For further information contact: iCar Asia Limited Damon Rielly, Chief Executive Officer A-30-13 Tower A, Level 30, Menara UOA Bangsar Mobile: +6016 3366 365 No. 5 Jalan Bangsar Utama Email : [email protected] 59000 Kuala Lumpur, Malaysia Tel: +603 2776 6000 Fax: +603 2776 6020 Nick Geddes, Company Secretary web: www.icarasia.com Tel: +61 29239 0277 Fax: +61 29235 2709 Email: [email protected] About iCar Asia Limited (www.icarasia.com) Listed on the Australian Securities Exchange, iCar Asia (ASX:ICQ) owns and operates ASEAN’s No. 1 network of automotive portals. Headquartered in Kuala Lumpur, Malaysia, the company is focused on developing and operating leading automotive portals in Malaysia, Indonesia and Thailand. iCar Asia is continuously working to capitalize on its market-leading positions, with its online properties currently reaching over 4.8 million For personal use only car buyers and sellers in the region every month. iCar Asia Network of websites: o Malaysia: Carlist.my o Malaysia: LiveLifeDrive.com o Indonesia: Mobil123.com o Thailand: Thaicar.com o Thailand: Autospinn.com REV ASIA BERHAD (FORMERLY KNOWN AS CATCHA MEDIA BERHAD) (“REV ASIA” OR THE “COMPANY”) PROPOSED DISPOSAL BY REV ASIA OF UP TO 52,500,000 ORDINARY SHARES HELD IN ICAR ASIA LIMITED (“ICAR ASIA”) (“ICAR ASIA SHARES”), AN ASSOCIATE COMPANY OF REV ASIA, REPRESENTING 27.20% OF THE TOTAL ISSUED AND PAID-UP SHARE CAPITAL OF ICAR ASIA, AT A DISPOSAL PRICE TO BE DETERMINED LATER (“PROPOSED DISPOSAL”) Unless otherwise stated, the following exchange rates based on the exchange rate from Bank Negara Malaysia as of 22 August 2014 are used in this announcement: (i) AUD1.00 : RM 2.947. 1. INTRODUCTION On behalf of the Board of Directors of Rev Asia (“ Board ”), RHB Investment Bank Berhad (“ RHBIB ”) wishes to announce that the Company proposes to undertake a proposed disposal of up to 52,500,000 iCar Asia Shares, representing approximately 27.20% equity interest in iCar Asia, at a disposal price to be determined later. Further details on the Proposed Disposal of iCar Asia Shares are set out in the ensuing sections. 2. DETAILS OF THE PROPOSED DISPOSAL As at 22 August 2014, being the latest practicable date prior to the date of this announcement (“ LPD ”), Rev Asia holds 52,500,000 iCar Asia Shares, representing approximately 27.20% equity interest in iCar Asia. Prior to the listing of iCar Asia on the Australian Securities Exchanges (“ ASX ”) on 11 September 2012 (“ iCar Asia Listing Date ”), Rev Asia entered into a restriction agreement on 24 August 2012, as required by the ASX, whereby the iCar Asia Shares held by Rev Asia are to be held under escrow (moratorium) and shall not be traded by Rev Asia for 24 months from the iCar Asia Listing Date (“ Escrow Period ”). This Escrow Period will expire on 11 September 2014. The Company proposes to dispose up to 52,500,000 iCar Asia Shares, representing 27.20% of the total issued and paid-up share capital of iCar Asia in the following manner: (i) in the open market of the ASX (“ Open Market Disposal ”); or (ii) off-market disposal to parties other than the Interested Directors and/or Interested Major Shareholders, as defined in Section 10 of this announcement, and/or persons connected to them (“ Off-Market Disposal ”); or (iii) a combination of both; at a price to be determined later. Subsequent to the Proposed Disposal, it is envisioned that Rev Asia will no longer hold any equity interest in iCar Asia. The completion of the Proposed Disposal will be the earlier of the disposal of all iCar Asia Shares held by Rev Asia or a period of not more than one (1) year from the approval received from Rev Asia’s shareholders for the Proposed Disposal at the forthcoming extraordinary general meeting (“ EGM ”) to be held (“ Completion Date ”). The actual number of the iCar Asia Shares to be disposed will be determined by the Board at For personal use only a later date, subject to amongst others, the prevailing market conditions and the share price of iCar Asia. In addition, the Proposed Disposal may be implemented in tranches or one-off via the Open Market Disposal or Off-Market Disposal or a combination of both. As the Proposed Disposal may be implemented in tranches, there could potentially be several disposal prices. 1 2.1 Information on iCar Asia iCar Asia Limited was incorporated in the State of Victoria, Australia under the Australian Corporations Act 2001 on 10 April 2012 as an unlisted public company limited by shares. Subsequently, on 11 September 2012, iCar Asia completed its initial public offering (“ IPO ”) and its shares are currently listed on the ASX. As at the LPD, the total number of issued shares in iCar Asia was 193,002,174. iCar Asia has no par value and authorised share capital as the concept of par value and authorised share capital does not exist in Australia. Since iCar Asia Listing Date, Rev Asia’s equity interest in iCar Asia has been diluted from 37.66% to 27.20%. The table below illustrates the subsequent events that had resulted in the dilution of Rev Asia’s equity interest in iCar Asia as at the LPD: Date Dilutive transactions Number of Issued and Rev Asia’s iCar Asia paid-up iCar equity Shares held Asia Shares interest in by Rev Asia iCar Asia 11 September Public issue of 50,000,000 new iCar 52,500,000 139,405,573 37.66 2012 Asia Shares in conjunction with its listing on the ASX 11 March 147,500 new iCar Asia Shares issued 52,500,000 140,957,420 37.25 2013 as consideration pursuant to the sale and purchase agreement dated 25 May 2012 between the vendors of Auto Discounts Sdn Bhd (now known as iCar Asia Sdn Bhd) and iCar Asia 690,741 new iCar Asia Shares issued as partial consideration for acquisition of Thaicar.com 713,606 new iCar Asia Shares issued for the short term incentive (“ STI ”) and bonus to employees 18 March 1,196,816 new iCar Asia Shares issued 52,500,000 142,154,236 36.93 2013 as partial consideration for acquisition of LiveLifeDrive.com 29 April 2013 399,619 new iCar Asia Shares issued 52,500,000 179,887,459 29.18 as directors’ remuneration Private Placement of 35,797,604 new iCar Asia Shares to carsales.com Ltd pursuant to a subscription agreement between iCar Asia and carsales.com Ltd (“ Agreement ”) at an issue price of AUD0.375 per share 1,536,000 new iCar Asia Shares issued for the STI to employees 18 September 3,687,500 new iCar Asia Shares issued 52,500,000 183,574,959 28.60 2013 as consideration pursuant to the sale and purchase agreement dated 25 May 2012 between the vendors of Auto Discounts Sdn Bhd and iCar Asia 9 October 140,945 new iCar Asia Shares issued 52,500,000 184,667,041 28.43 2013 for the STI to former employee 951,137 new iCar Asia Shares issued to carsales.com Ltd pursuant to the top up right arrangement as prescribed under the Agreement which allows carsales.com Ltd to maintain their For personal use only current equity shareholding in iCar Asia at an issue price of AUD0.375 per share 5 March 2014 Private placement of 7,179,240 new 52,500,000 191,846,281 27.37 iCar Asia Shares to carsales.com Ltd at an issue price of AUD1.000 per share 2 Date Dilutive transactions Number of Issued and Rev Asia’s iCar Asia paid-up iCar equity Shares held Asia Shares interest in by Rev Asia iCar Asia 11 April 2014 543,553 new iCar Asia Shares issued 52,500,000 192,389,834 27.29 for the STI to employees 10 June 2014 397,340 new iCar Asia Shares issued 52,500,000 192,787,174 27.23 as directors’ remuneration 30 June 2014 215,000 new iCar Asia Shares issued to 52,500,000 193,002,174 27.20 carsales.com Ltd pursuant to the top up right arrangement as prescribed under the Agreement which allows carsales.com Ltd to maintain their current equity shareholding in iCar Asia at an issue price of AUD0.654 per share iCar Asia is principally engaged in the business of developing and operating car classifieds and content websites primarily in Malaysia, Indonesia, and Thailand. In addition, iCar Asia owns and operates online automotive portals, including Carlist.my and LiveLifeDrive.com in Malaysia; thaiCar Asia.com and autospinn.com in Thailand; and mobil123.com in Indonesia. It also publishes Malaysian EVO, a motoring magazine in Malaysia. Further information on iCar Asia is set out in Appendix I of this announcement. As at the LPD, the shareholdings of the directors and substantial shareholders of iCar Asia as at LPD are as follows: Direct Indirect No. of iCar Asia % No. of iCar % Shares Asia Shares Directors Patrick Y-Kin Grove (“ PG ”) - - 70,430,300 (1) 36.49 Lucas Robert Elliott (“ LE ”) - - 70,430,300 (1) 36.49 Shaun Antony Di Gregorio 782,800 0.41 - - Mark Alan Britt 566,134 0.29 - - Cameron McIntyre - - - - Substantial shareholders Rev Asia 52,500,000 27.20 - - carsales.com Ltd 44,197,239 22.90 - - Catcha Group Pte Ltd 17,930,300 9.29 - - (“ Catcha Group (S) ”) Note: (1) Deemed interested by virtue of his interest in Catcha Group (S) and Rev Asia.
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