WCT Holdings Berhad Issues Circular on Key Corporate Proposals Ahead of 15th AGM

Major Developments Include Renewal of RRPT Mandate and Share Buy-Back Authority

WCT Holdings Berhad has released a comprehensive circular to its shareholders ahead of its Fifteenth Annual General Meeting (AGM), scheduled for 16 June 2026 at Le Méridien Petaling Jaya. This circular outlines two significant proposals that could have material impacts on the company’s financial position and future strategy:

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

1. Renewal of RRPT Mandate – Key Details and Implications

The RRPT mandate allows WCT Group to continue entering into recurring transactions with related parties, primarily in the areas of construction, project management, and property-related services. These transactions are deemed necessary for WCT’s day-to-day operations, especially given the Group’s core business segments in engineering, construction, property development, and investment.

• Scope and Classes of Related Parties:
  The mandate covers transactions with directors, major shareholders, and persons connected to them. Notably, Tan Sri Lim Siew Choon (Executive Chairman and a Major Shareholder) is a key related party, with significant direct and indirect shareholdings and board positions in related entities.
• Transaction Estimates:
  For the period between the upcoming 15th AGM and the following AGM, the Group estimates up to RM2.0 billion in contracts from related parties and up to RM1.0 billion in contracts to related parties.
• Outstanding Receivables:
  As of 31 December 2025, the Group had significant outstanding amounts due from related parties, including RM108.7 million from Impian Ekspresi Sdn Bhd and RM192.6 million from Jendela Mayang Sdn Bhd on major construction projects. The company is pursuing early settlement and considers these amounts fully recoverable.
• Governance and Approval Process:
  All RRPTs are subjected to strict internal controls, with pricing benchmarked against unrelated-party transactions, approval by the Board (with interested parties abstaining), and rigorous review by the Audit Committee and Internal Auditors.
• Price-Sensitive Considerations:
  Should the actual value of any RRPT exceed the estimated value by 10% or more, WCT is required to make an immediate announcement, which could be price sensitive.
• Shareholder Impact:
  Tan Sri Lim Siew Choon and connected parties will abstain from voting on the mandate. The board (excluding interested parties) strongly recommends shareholders vote in favour, citing efficiency, confidentiality, and competitive advantages.

2. Renewal of Share Buy-Back Authority – Key Features and Impact

The company is seeking shareholder approval to renew its authority to purchase up to 10% of its total issued shares (up to 155,981,447 shares). This move is designed to give the company flexibility in capital management, stabilise the market price, and potentially enhance earnings per share (EPS).

• Funding:
  Purchases will be funded via internally generated funds, not exceeding the company’s retained profits (RM383.25 million as at 31 December 2025).
• Price and Treatment of Purchased Shares:
  Purchases can be made at up to 15% above the 5-day weighted average market price, with flexibility to cancel or hold shares as treasury shares for future resale or as share dividends.
• Potential Advantages:
  – Cancellation of shares could increase EPS and benefit shareholders.
  – Provides flexibility for capital management.
  – Potential for gain if treasury shares are resold at higher prices.
• Potential Disadvantages:
  – Reduces funds available for other investments or dividends.
  – May impact working capital and interest income.
• Shareholding Impact:
  If fully executed and shares are cancelled, Tan Sri Lim Siew Choon’s direct interest would rise from 6.74% to 7.49%, and his indirect interest (via Legacy Pacific Limited and Dominion Nexus Sdn Bhd) from 16.50% to 18.32%. Public shareholding spread remains healthy at 68.21% post-buy-back, well above the 25% regulatory minimum.
• Recent Share Price Performance:
  The company’s shares have been volatile, with a 12-month high of RM0.905 and a recent low of RM0.355. The last traded price as at latest practicable date is RM0.360.
• Takeover Implications:
  The buy-back is not expected to trigger a mandatory general offer under the Malaysian Code on Take-Overs and Mergers.

3. Material Contracts and Litigation

• Material Contracts:
  The Group has completed several high-value property transactions, including disposals of major assets such as Paradigm Mall Petaling Jaya (RM600 million), Paradigm Mall Johor Bahru (RM1.16 billion), and Bukit Tinggi Shopping Centre (RM680 million) to Paradigm Real Estate Investment Trust (REIT). These transactions are significant to the company’s asset base and future recurring income streams.
• No Material Litigation:
  The Group confirms it is not engaged in any material litigation as of the latest practicable date.

4. Important Information for Shareholders

• Voting and Proxy:
  Shareholders unable to attend the AGM in person may appoint proxies. The deadline for lodging proxies is 15 June 2026, 10:00 a.m.
• Price-Sensitive Issues:
  – The outcome of the RRPT mandate and share buy-back authority are material and may affect the company’s financial structure, EPS, and market price.
  – Large outstanding related party receivables and continuing major related party transactions could be a focus for investors and regulators.
  – Any deviation from the estimated RRPT values by 10% or more will be announced immediately, which could impact share price.

Conclusion

The proposals to renew the RRPT mandate and share buy-back authority, together with the Group’s recent major property disposals and strong public shareholding, set the stage for potential strategic shifts in capital allocation, operational focus, and shareholder returns. Investors should monitor the AGM outcome closely, as these authorisations could materially impact WCT Holdings Berhad’s share price and future direction.

Disclaimer: This article is for informational purposes only and does not constitute investment advice, an offer, or a solicitation to buy or sell any securities. Shareholders and prospective investors should refer to the official company circular and consult their financial advisors before making any investment decisions. The author and publisher accept no liability for any loss arising from reliance on the information presented above.

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