Pinehill Pacific Berhad Announces Key Dates for Trading Suspension and Selective Capital Reduction & Repayment Exercise

Overview

Pinehill Pacific Berhad (PinePac) has issued an important notice to shareholders regarding the suspension of trading of its shares on the Main Market of Bursa Malaysia Securities Berhad. The company is implementing a Selective Capital Reduction and Repayment (SCR) exercise pursuant to Section 116 of the Companies Act 2016, as part of a plan to privatise the company.

Key Dates and Timeline

• Last Date for Trading: Monday, 30 March 2026, at 5.00 p.m.
• Suspension of Trading: Effective from 9.00 a.m. on Tuesday, 31 March 2026
• Entitlement Date for SCR: Wednesday, 1 April 2026, at 5.00 p.m.
• Settlement Date for SCR Offer Price: On or before Friday, 10 April 2026

SCR Details and Implications

The SCR involves a selective capital reduction and a corresponding cash repayment to Entitled Shareholders. The cash repayment is set at RM0.46 per PinePac Share held by Entitled Shareholders as of the Entitlement Date.

• Total Capital Repayment: RM46,630,941 (for 101,371,611 shares held by Entitled Shareholders)
• Share Cancellation: 101,371,611 PinePac Shares held by Entitled Shareholders will be cancelled.
• Non-Entitled Shareholders:
  • Non-Entitled Shareholders (ACHSB and Puan Sri Datin Vivienne) will have 38,432,524 of their shares cancelled on a pro-rata basis for nil consideration and will hold the remaining 10,000,000 shares post-completion.
  • Non-Entitled Shareholders will NOT receive any capital repayment.
• Listing Status:
  • The Offeror (Allgrow Capital Holdings Sdn Bhd, ACHSB) intends to delist PinePac from the Main Market of Bursa Malaysia upon completion of the SCR.
  • An application will be made to Bursa Malaysia to withdraw PinePac’s listing status after the SCR is completed.

Shareholder Actions and Settlement

• No Action Required: Shareholders are not required to take any specific action to receive the SCR Offer Price.
• Settlement Method:
  • Electronic remittance to eDividend accounts registered with Bursa Depository.
  • If not registered for eDividend, payment will be sent via cheque, banker’s draft, or cashier’s order to the address in the Bursa Depository records.
  • Settlement will be made within 10 days from the Effective Date (i.e., when the High Court order is lodged with the Registrar of Companies).
• Foreign Shareholders: Settlement is in RM. Conversion to another currency is possible after payment of applicable fees to financial institutions.

Background and Rationale

• Privatisation Move:
  • The SCR Offer Letter was received on 31 July 2025 from ACHSB, intending to privatise PinePac via the SCR and a variation to the use of disposal proceeds.
  • The Board, after appointing UOB Kay Hian as Principal Adviser and BDO Capital Consultants as Independent Adviser, resolved to proceed after considering the fair market value of the Indonesian Plantation asset.
• EGM Approval:
  • The Special Resolution (SCR) and Ordinary Resolution (Variation) were approved by Disinterested Shareholders at the EGM on 6 January 2026.
• High Court Order:
  • The High Court confirmed the capital reduction on 12 March 2026. The SCR becomes effective when the order is lodged with the Registrar of Companies.

Shareholder Structure and Control

• PinePac Shareholding (as at latest practicable date):
  • Total shares: 149,804,135
  • Non-Entitled Shareholders: 48,432,524 shares (32.33%)
  • Entitled Shareholders: 101,371,611 shares (67.67%)
  • Offeror/Ultimate Offeror/PAC: 48,434,024 shares (32.33%)
• Key Parties:
  • Offeror: Allgrow Capital Holdings Sdn Bhd (ACHSB)
  • Ultimate Offeror: Puan Sri Datin Vivienne Ketheeswaran
  • PAC: Eugene Sean Ketheeswaran (deemed PAC by relation)

Important Considerations for Investors

• The SCR marks the end of PinePac as a listed company.
• Shareholders will be paid RM0.46 per share for their holdings (except Non-Entitled Shareholders, who do not receive cash repayment).
• After 30 March 2026, shares will be suspended and will not be tradable on Bursa Malaysia, meaning liquidity for shares will cease.
• Delisting is expected post-settlement, so PinePac shares will no longer be publicly traded or regulated by Bursa Malaysia.
• This event is highly price-sensitive and marks a significant corporate change, impacting the value of shares and investors’ ability to trade.

Contact Information

For any enquiries, shareholders may contact the share registrar:
Securities Services (Holdings) Sdn Bhd
Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur
Tel: (03) 2084 9000
Fax: (03) 2094 9940 / 2095 0292
Email: [email protected]

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors are advised to consult their financial advisers and refer to the official documents and announcements issued by Pinehill Pacific Berhad and Bursa Malaysia for detailed information before making any investment decisions.

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