BNP Paribas Malaysia Berhad(Company Registration Number: 918091-T)

Credit Suisse (Singapore) Limited(Company Registration Number: 197702363D)

INITIAL PUBLIC OFFERING OF UP TO 510,767,000 ORDINARY SHARES OF RM0.50 EACH IN ICON OFFSHORE BERHAD (“ICON”) (“IPO SHARES”) IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE 1,177,185,100 ORDINARY SHARES OF RM0.50 EACH IN ICON (“SHARES”) ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD COMPRISING AN OFFER FOR SALE OF UP TO 289,022,000 EXISTING SHARES (“OFFER SHARES”) AND A PUBLIC ISSUE OF 221,745,000 NEW SHARES (“ISSUE SHARES”) INVOLVING:

(I) INSTITUTIONAL OFFERING OF UP TO 460,148,000 IPO SHARES TO BE ALLOCATED IN THE FOLLOWING MANNER:

(A) UP TO 324,772,000 IPO SHARES TO MALAYSIAN AND FOREIGN INSTITUTIONAL AND SELECTED INVESTORS; AND

(B) 135,376,000 ISSUE SHARES TO BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY,

AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDING (“INSTITUTIONAL PRICE”); AND

(II) RETAIL OFFERING OF 50,619,000 ISSUE SHARES TO BE ALLOCATED IN THE FOLLOWING MANNER:

(A) 35,316,000 ISSUE SHARES MADE AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC VIA BALLOTING; AND

(B) 15,303,000 ISSUE SHARES RESERVED FOR APPLICATION BY THE ELIGIBLE DIRECTORS AND EMPLOYEES OF ICON AND ITS SUBSIDIARIES ("ICON GROUP") AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF THE ICON GROUP,

AT THE RETAIL PRICE OF RM1.85 PER SHARE (“RETAIL PRICE”), PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO A REFUND OF THE DIFFERENCE BETWEEN THE RETAIL PRICE AND FINAL RETAIL PRICE (AS DEFINED HEREIN) IN THE EVENT THAT THE FINAL RETAIL PRICE IS LESS THAN THE RETAIL PRICE,

SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS AND THE OVER-ALLOTMENT OPTION (AS DEFINED HEREIN). THE FINAL RETAIL PRICE WILL BE EQUIVALENT TO THE LOWER OF: (I) THE RETAIL PRICE; OR (II) THE INSTITUTIONAL PRICE.

YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.

FOR INFORMATION CONCERNING CERTAIN RISK FACTORS RELATING TO AN INVESTMENT IN THE SHARES WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, PLEASE REFER TO “RISK FACTORS” IN SECTION 5 OF THIS PROSPECTUS.

LISTING SOUGHT: MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD

THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OUTSIDE MALAYSIA

Maybank Investment Bank Berhad (15938-H)(A Participating Organisation of Bursa Malaysia Securities Berhad)

Joint Global Coordinators and Joint Bookrunners

Principal Adviser, Joint Global Coordinator, Joint Bookrunner, Managing Underwriter and Joint Underwriter

Co-Lead Managers and Joint Underwriters

Hong Leong Investment Bank Berhad (10209-W)(A Participating Organisation of Bursa Malaysia Securities Berhad)

(A Trading Participant of Bursa Malaysia Derivatives Berhad)

RHB Investment Bank Berhad (19663-P)(A Participating Organisation of Bursa Malaysia Securities Berhad)

Joint Underwriters

Kenanga Investment Bank Berhad (15678-H)(A Participating Organisation of Bursa Malaysia Securities Berhad)

AFFIN Investment Bank Berhad (9999-V)(A Participating Organisation of Bursa Malaysia Securities Berhad)

CIMB Investment Bank Berhad (18417-M)(A Participating Organisation of Bursa Malaysia Securities Berhad)

ICON OFFSHORE BERHAD(Company No. 984830-D)

(Incorporated in Malaysia under the Companies Act, 1965)

PROSPECTUSPROSPECTUSThis Prospectus is dated

30 MAY 2014

This Prospectus is dated

30 MAY 2014

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w w w.iconoffshore.com.my

Level 12A, East WingThe IconNo. 1, Jalan 1/68FOff Jalan Tun Razak55000 Kuala LumpurMalaysiaTel. No. : +603 2180 6300Fax No. : +603 2165 1086