Annica Holdings Limited Announces Proposed Disposal of 60% Equity Interest in Panah Jaya Makmur Sdn Bhd

Date of Announcement: 13 January 2026

By Order of the Board: Sandra Liz Hon Ai Ling, Executive Director and CEO

Key Highlights

• Annica Holdings Limited (the “Company”) announced its intention to dispose of a 60% equity interest in its subsidiary, Panah Jaya Makmur Sdn Bhd (“PJM”), via its wholly-owned unit P.J. Services Pte Ltd.
• Sale and Purchase Agreement (SPA): Signed with Mr. Wong Khuan Teck, who already owns the remaining 40% of PJM, making him the sole shareholder post-completion.
• Consideration: S\$488,000 in cash, fully payable by the Completion Date, free and clear of all taxation. If any tax deduction is required, the purchaser must gross up the payment to ensure the vendor receives the full amount.
• Net Proceeds: After estimated transaction expenses (~S\$20,000), Annica expects net proceeds of S\$468,000.
• Use of Proceeds: For general working capital and repayment of existing liabilities, including legal, professional, and ancillary expenses.

Details of the Disposal

• PJM Business: Incorporated in Brunei in 2018, engaged in manufacturing and repairing oilfield/gasfield machinery, equipment, and general wholesale trade (including import/export).
• Financial Metrics:
  • Book Value as at 31 Dec 2024: S\$1,247,470
  • Net Profit for FY2024: S\$434,698
  • Book Value as at 30 Sep 2025: S\$703,838
  • Net Loss for 9M2025: S\$543,632
• No independent valuation was conducted for the sale shares.
• Completion: Subject to regulatory and third-party approvals, and accurate warranties from both sides. Must be completed within six months of SPA (extendable by mutual agreement).
• No introducer, referral, or commission fees associated with the transaction.
• Post-Disposal: Annica will cease to have any interest in PJM; PJM exits the Annica Group structure.

Strategic Rationale

• Streamlining Operations: Disposal allows Annica to consolidate and enhance cost efficiency across its business units.
• Unlocking Value: The sale monetizes PJM, which was loss-making year-to-date (9M2025), thereby strengthening Annica’s financial position.
• Board Assessment: The Board considers the transaction to be in the best interests of the Company and its shareholders.

Financial Impact and Price Sensitivity

• Relative Figures (Catalist Rule 1006):
  • Net asset value disposed: 13.7% of Annica’s NAV
  • Net loss attributable to PJM: 24.5% of Annica’s group net losses for 9M2025
  • Consideration versus market cap: 2.3% (based on S\$488,000 and a market cap of S\$21,027,148)
• Effects on Key Metrics:
  • NTA per Share drops from S\$0.0090 to S\$0.0076
  • Loss per Share (LPS) increases from (0.0001) to (0.0016) S\$ cents for FY2024
• Gain on Disposal:
  • Estimated gain: S\$66,000 (if completed as of 30 Sep 2025, before transaction costs)
  • Consideration exceeds book value by S\$487,000
• Price-Sensitive Information for Shareholders:
  • PJM has been loss-making in 2025; its disposal may positively affect Annica’s future earnings and cost profile.
  • Loss of a significant subsidiary (representing 13.7% of NAV) could impact Annica’s operational scale and future revenue streams.
  • Net tangible assets and profitability metrics will be affected as detailed above.
• Transaction Classification:
  • Deemed a “discloseable transaction” under Catalist rules – no need for shareholder approval.

Other Important Information for Investors

• No directors or major shareholders have any interest in the disposal (other than in their official capacity).
• No new directors will be appointed as a result of the transaction.
• The SPA is available for inspection at Annica’s registered office for three months following the announcement.
• Caution: There is no certainty that the disposal will be completed – investors should monitor further announcements and consult professional advisors before making investment decisions.

Conclusion

This proposed disposal is potentially price-sensitive for Annica Holdings Limited, as it involves the sale of a major subsidiary that has recently reported losses. The transaction could impact Annica’s overall asset base, profitability, and future business direction. Investors should pay close attention to further updates and consider the potential changes in Annica’s financial profile resulting from this sale.

Disclaimer: This article is intended for informational purposes only and does not constitute investment advice. Investors should consult their financial advisors before making any investment decisions. All information is based on the latest company announcement; future developments may alter the implications or outcomes described herein.

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