537 - Iconic Holdings

Iconic Holdings1, formerly known as Inchem Holdings International Limited is an investment holding company. The Company provides management services and purchasing of raw materials for its subsidiaries. The Company's primarily derived its revenue from the manufacture and sale of wood surface coatings. The Company's subsidiaries include Intelchem Coatings Pte Ltd, Inchem Technology Centre Pte Ltd, Inchem (HK) Limited, Hernon (Asia) Pte Ltd and Colorman Coatings Pte Ltd.



September 13, 2008 - Iconic in 1b-yuan reverse takeover deal
ICONIC Holdings - which until recently was known as Inchem Holdings International - is acquiring a property-related company in China through a proposed one billion yuan (S$209 million) reverse takeover deal.

The move follows a recent announcement by Iconic that after the sale of its coatings business, it does not have any core business and that its assets consist mainly of cash. It also said that it was exploring new businesses to fulfill listing requirements.

The proposed acquisition involves Iconic taking over Zenna Overseas Ltd from its vendors for one billion yuan through the issue of new Iconic shares at an indicative issue price of 20 cents per share.

The deal is contingent on Zenna completing the full acquisition of Yueyang Taihe Development and its accompanying property assets, and that the pro forma consolidated net cash flow from operating activities of Zenna and its units for the financial year 2008 is not less than 100 million yuan.

Yueyang Taihe's property assets will comprise a 122,972 sq m mixed property development, which is currently fully let out, and a 59,695 sq m 550-room four-star hotel. The two properties are in Yueyang City in Hunan province, and were opened in 2006 and 2007 respectively.

In addition, Taihe Development will acquire a legally enforceable option to purchase the rights to development agreements in relation to townships located at Changsha City, also in Hunan province, or other such projects as may be agreed between Zenna and Iconic at fair market value supportable by independent valuation reports.

The acquisition price of one billion yuan is also contingent on the aggregate final independent valuation of the above assets being at a premium, to be agreed upon, to the acquisition price.

The new consideration shares will be issued to Taihe Group and Phoon Wui Nyen according to their respective shareholding interests in Zenna. All terms relating to the proposed acquisition will be further negotiated and are subject to definitive agreements, said Iconic.

The reverse takeover deal is also subject to shareholders' approval and a waiver from the Securities Industry Council on a general offer.

Iconic recently reported a net loss attributable to equity-holders of $3.15 million for the full year ended June 2008, against a net loss $2.39 million for the previous corresponding year. As at end-June 2008, it had cash and cash equivalents of $3.18 million.

Iconic shares were last traded at 24 cents each.

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