GuocoLand (Malaysia) Berhad: Details of Proposed Privatisation via Selective Capital Reduction

Key Highlights for Investors

• Privatisation Proposal: GuocoLand Limited (GLL), via its wholly-owned subsidiary GLL (Malaysia) Pte. Ltd. (GLLM), has submitted a formal proposal to privatise GuocoLand (Malaysia) Berhad (GLM) by way of a selective capital reduction and repayment exercise under Section 116 of the Companies Act, 2016 of Malaysia.
• Current Shareholding Structure: As at 19 January 2026, GLLM holds approximately 65.03% (455,506,780 shares) of GLM. Together with persons acting in concert (PACs), this rises to approximately 67.93% (475,811,572 shares) of total GLM shares in issue.
• Offer Details: Under the proposed privatisation, all shareholders of GLM (other than GLLM and its PACs) will receive a total cash capital repayment of RM269,446,912, or RM1.10 per GLM share. The entitlement date will be determined and announced by the GLM Board.
• Premium Offered: The offer price of RM1.10 per share represents:
  • A 17.65% premium to GLM’s last traded price of RM0.9350 as at 30 January 2026.
  • A 47.73% premium to the 6-month volume-weighted average market price of RM0.7446.
• Post-Privatisation Structure: Upon completion, shares held by entitled shareholders will be cancelled, making GLLM the sole shareholder of GLM. GLM will then be delisted from Bursa Malaysia Securities, becoming a wholly-owned subsidiary of GLL.
• Rationale and Benefits:
  • Provides entitled shareholders an opportunity to exit and realise their holdings in cash at a significant premium.
  • Addresses the low trading liquidity of GLM shares, which may otherwise make it difficult for shareholders to exit.
  • Enables the GLM Group to achieve greater operational flexibility, streamlined structure, and improved resource utilisation.

Process and Conditions

• GLM Board Review: The GLM Board has until 2 March 2026 (unless extended) to consider and decide on the proposal, and whether to table it for shareholder approval at an extraordinary general meeting (EGM).
• Shareholder Approval: The privatisation is conditional upon approval by disinterested shareholders (i.e., those excluding GLLM, GLL, and PACs) at the EGM.
• Court Order: Confirmation by the High Court of Malaysia for the reduction of issued share capital is required.
• Other Approvals: Any necessary approvals or consents from GLM’s financiers and regulatory authorities must be obtained.
• Effectiveness: The exercise will only become effective upon lodgement of the Court Order with the Registrar of Companies, Malaysia.

Financial Impact

• Funding: The privatisation will be funded by excess funds in GLM, with any shortfall covered by advances and/or equity injection from GLLM and/or GLL.
• Impact on GLL: The privatisation is not expected to have any material effect on the net tangible assets or earnings per share of the GuocoLand Group for the financial year ending 30 June 2026.

Governance and Conflict of Interest

• Tan Sri Quek Leng Chan and Mr Kwek Leng Hai, both directors of GLL with interests in GLM shares (other than through their GLL holdings), have abstained and will continue to abstain from voting on matters related to the proposed privatisation.

Important Information for Shareholders

• Potential Price Sensitivity: The offer provides a significant premium over recent trading prices, which may impact the share price until the privatisation is completed or rejected.
• Liquidity Event: Given the low trading liquidity of GLM shares, this privatisation represents a rare opportunity for minority shareholders to exit at a premium.
• Delisting: Following successful completion, GLM will be delisted and become a private company, which will result in the loss of liquidity and public market valuation for any remaining shares.
• Shareholder Action: Disinterested shareholders will be called to vote at an EGM. Watch for further announcements regarding the entitlement date and meeting details.

The official announcement and the full proposal letter have been published on the websites of Bursa Malaysia Securities and the Singapore Exchange Securities Trading Limited (SGXNet).

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should consult their financial advisors and refer to official company releases before making any investment decisions.

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