Keyfield International Berhad Proposes Renewal of Share Buy-Back Mandate: Key Details for Investors

Keyfield International Berhad (KIB) has released an important statement to its shareholders regarding the Proposed Renewal of Share Buy-Back Mandate, which will be tabled at the company’s upcoming Fifth Annual General Meeting (5th AGM) scheduled for Tuesday, 26 May 2026, at 10:30 a.m. at Crowne Plaza Kuala Lumpur City Centre.

Key Points of the Proposed Renewal

• Share Buy-Back Mandate: The company is seeking shareholders’ approval to renew the mandate allowing KIB to purchase up to 10% of its total issued shares from the open market via Bursa Securities.
• Duration: The mandate, if approved, will be effective until the next AGM, expiry of the legal period to hold the next AGM, or if revoked/varied by an ordinary resolution.
• Maximum Number of Shares: As of the latest practicable date (LPD, 3 April 2026), KIB’s total issued shares stand at 809,690,300. Thus, the maximum allowable buy-back is 80,969,030 shares. If all ESOS options are exercised, the total issued shares could rise to 826,620,000, allowing a buy-back of up to 82,662,000 shares.
• Funding: The buy-back will be funded via internally generated funds and/or borrowings, subject to the company’s retained profits (RM296.5 million as at 31 December 2025).
• Treatment of Purchased Shares: KIB can either cancel the purchased shares or retain them as treasury shares, which may later be distributed as dividends, resold, transferred for employee share schemes, or used as purchase consideration.

Potential Price-Sensitive Information and Shareholder Considerations

• Potential EPS Enhancement: If shares are cancelled or held as treasury shares, there will be fewer shares in circulation, which can enhance Earnings Per Share (EPS), potentially supporting or boosting the share price.
• Market Stability: The share buy-back could help stabilise the share price and reduce volatility, which is crucial for investor confidence and future fundraising activities.
• Capital Gains Opportunity: Treasury shares resold at higher prices could generate capital gains, with proceeds available for investment or distribution as dividends.
• Dividend Policy Impact: The buy-back is funded from retained profits, which may reduce the pool available for cash or share dividends.
• Public Shareholding Spread: KIB currently has a 39.43% public shareholding spread. The company will ensure buy-backs do not cause this to fall below the 25% minimum required by Bursa.
• Potential Mandatory General Offer (MGO) Trigger: If the buy-back causes any Director or Substantial Shareholder (or parties acting in concert) to cross certain thresholds under the Malaysian Code on Take-Overs and Mergers, a mandatory offer for remaining shares may be triggered. However, a waiver can be sought from the Securities Commission.
• Recent Buy-Back Activity: In the preceding 12 months, KIB bought back 2,685,500 shares at prices ranging from RM1.34 to RM1.68 per share, with no treasury share resales, transfers, or cancellations. As at LPD, the company holds 2,685,500 treasury shares.

Financial Effects and Impact on Shareholder Value

• Share Capital: Cancellation of shares reduces issued share capital, which may enhance share value. If treasury shares are held (not cancelled), the total issued capital remains unchanged.
• Net Assets (NA) and Gearing: NA per share will decrease if buy-back price > NA per share; increase if buy-back price < NA per share. Buy-back using borrowings will increase gearing.
• Working Capital: Implementing the buy-back will reduce working capital, but resale of treasury shares may boost cash flows.
• Directors’ and Substantial Shareholders’ Interests: No direct interest except for an inadvertent increase in percentage shareholding as total shares decrease.

Share Price and Liquidity Data

The last traded price as at 3 April 2026 was RM1.41.

Important Shareholder Actions

• AGM Participation: Shareholders are encouraged to attend, participate, and vote on the proposed renewal. Proxy forms must be submitted at least 48 hours before the AGM (by 24 May 2026, 10:30 a.m.) in hard copy or electronically via https://srmy.vistra.com.
• Review Full Statement: The official Statement and Annual Report 2025 are available online at https://keyfieldoffshore.com/ir-home/.

Directors’ Recommendation

The Board unanimously recommends shareholders to vote in favour of the Proposed Renewal, citing that it is in the best interest of the company and aligns with prudent capital management practices.

Conclusion

The Proposed Renewal of Share Buy-Back Mandate is a significant corporate action with the potential to impact Keyfield International Berhad’s share price, EPS, liquidity, and capital structure. Investors should weigh the potential for enhanced shareholder value, market price stability, and capital gains against the possible reduction in dividend capacity and working capital. The outcome of the 5th AGM and subsequent Board decisions regarding the treatment of purchased shares could be price sensitive and warrant close attention.

Disclaimer: This article is a summary and interpretation of official documentation released by Keyfield International Berhad for informational purposes only. It does not constitute financial advice or a recommendation to buy or sell shares. Investors should consult the full statement and seek professional advice before making investment decisions.

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