Amtel Holdings Berhad: Circular to Shareholders — Key Investor Insights

Overview

Amtel Holdings Berhad has issued a comprehensive Circular/Statement to shareholders dated 30 March 2026, detailing two significant proposals to be tabled at the upcoming 29th Annual General Meeting (AGM) scheduled for 21 May 2026. These proposals are:

• Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions (RRPTs) of a Revenue or Trading Nature
• Proposed Renewal of Authority for Share Buy-Back

Both proposals are positioned as ordinary resolutions under special business. The AGM will be held at Bukit Jalil Golf & Country Resort, Kuala Lumpur.

Key Points for Investors

• Recurrent Related Party Transactions (RRPTs):
  • Amtel Group seeks shareholder approval to renew the mandate for RRPTs, enabling frequent, revenue-generating transactions with related parties such as Metrarama Sdn. Bhd. (MUSB).
  • Transactions include sales of telematics service platform licenses, green technology products (e.g., EV charging equipment, battery energy storage, solar panels), and rental of office space.
  • Estimated aggregate value for RRPTs during the mandate period could reach up to RM7.5 million for telematics services and RM6 million for green technology products, with office rental fees estimated at RM100,000 per year.
  • YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin, Amtel’s Non-Independent Non-Executive Chairman, is a major shareholder and director in both Amtel and MUSB, highlighting potential conflicts of interest.
  • Procedures are in place to ensure RRPTs are conducted at arm’s length and are not prejudicial to minority shareholders. The Audit Committee reviews these transactions quarterly and directors interested in RRPTs abstain from voting.
  • Actual RRPT values exceeding estimates by >10% will trigger immediate Bursa Malaysia announcements, making this price-sensitive information.
• Share Buy-Back Authority:
  • The company seeks renewal to buy back up to 10% of its issued shares. As of the latest practicable date, up to 6,975,676 shares can still be purchased, considering treasury shares already held.
  • Buy-backs will be funded from retained profits (RM8.77 million as at 30 Nov 2025), and pricing will not exceed 15% above the 5-day weighted average market price.
  • Purchased shares may be cancelled, retained as treasury shares, resold, used for employee share schemes, or distributed as share dividends.
  • Buy-back may improve Earnings Per Share (EPS) if cancelled, potentially boosting share price; treasury shares may be used to reward shareholders or employees, or resold for capital gains.
  • Share buy-back must not reduce public shareholding spread below 25% (currently at 66.66%).
  • No buy-backs in the preceding 12 months, but historical prices ranged RM0.315–0.495; last price was RM0.36 (as of 9 March 2026).
  • Buy-back will not trigger mandatory takeover offers. It is expected to benefit shareholders by stabilising share price and improving EPS, but could affect cash flow and opportunity for other investments.
• Directors’ and Major Shareholders’ Interests:
  • Key directors and substantial shareholders will see a proportionate increase in their shareholdings if buy-back and cancellation occur, which could be price-sensitive.
  • Interested parties (notably YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin) will abstain from voting on RRPT-related resolutions.
• Approval and Voting:
  • Both proposals require shareholder approval at the AGM; voting will be by poll and validated by an independent scrutineer.
  • Proxy forms must be lodged 48 hours before the AGM; shareholders may revoke proxies before the meeting.
• Documentation and Disclosure:
  • Aggregate RRPT values and related party details will be disclosed in Amtel’s annual reports.
  • Material contracts and litigations: The Board confirms no material contracts outside ordinary business and no significant litigations or claims as at the latest practicable date.

Potential Price-Sensitive Implications

• The renewal of RRPTs with related parties (especially involving large values and key directors) could impact Amtel’s revenue, EPS, and share price, especially if actual transaction values exceed estimates and trigger Bursa announcements.
• Share buy-backs, if exercised and shares cancelled, will directly reduce the float, enhance EPS, and could lead to upward share price movement.
• Distribution of treasury shares as dividends or reselling at higher prices may also positively affect shareholder returns and market sentiment.
• Investor vigilance is advised as changes in RRPT values, buy-back activity, or director/shareholder interests may signal significant shifts in company strategy or financial performance.

What Shareholders Need to Know

• Actual RRPT values and buy-back activities will be closely monitored and disclosed; exceeding estimates is price-sensitive.
• Directors with interests in RRPTs will abstain from voting; shareholders should note potential conflicts.
• Buy-back authority, if renewed, gives the Board flexibility to optimise capital structure and shareholder value.
• AGM attendance or proxy submission is essential to exercise voting rights on these important resolutions.
• All transactions must comply with Bursa Malaysia Main Market Listing Requirements, Companies Act, and company constitution.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to review the full official Circular/Statement and consult with their own financial, legal, or professional advisers before making any investment decisions. The information herein is derived from official company documents and, where necessary, inferred from the context. The author and publisher accept no liability for actions taken based on this article.

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