JcbNext Berhad Proposes Renewal of Share Buy-Back Authority: What Investors Need to Know

Overview

JcbNext Berhad has issued a comprehensive statement to shareholders regarding its proposal to renew the authority for the company to purchase up to 10% of its own ordinary shares. This key proposal will be tabled as Special Business at the company’s upcoming 22nd Annual General Meeting (AGM), scheduled for 16 June 2026.

Key Points of the Proposed Share Buy-Back

• Maximum Buy-Back: The authority sought allows JcbNext to purchase up to 10% of its total issued shares, equating to a maximum of 12,880,420 shares, based on the current issued capital of 130,985,200 shares. This includes the 218,100 shares currently held as treasury shares.
• Price Limitation: Any purchase will not exceed 15% above the weighted average market price of the last five market days prior to the purchase.
• Effective Period: The renewed authority will be effective from the date of approval at the AGM until the next AGM, the expiration of the legal period to hold the next AGM, or until revoked by shareholders, whichever comes first.
• Dealings with Treasury Shares: Purchased shares may be cancelled, retained as treasury shares, distributed as share dividends, resold, transferred for employee share schemes or as consideration for acquisitions, or otherwise disposed of as permitted by law.
• Financial Resources: The buy-back will be funded via retained profits (which stood at approximately RM206.87 million as at 31 December 2025), and/or bank borrowings. The exact funding mix will depend on market conditions and available resources.

Potentially Price-Sensitive Information for Shareholders

• Impact on Share Price: The buy-back is expected to have a positive impact on the market price, especially if shares are cancelled, as it reduces the share float and may improve EPS.
• EPS and Dividends: Cancelling purchased shares will increase earnings per share. Treasury shares may also be distributed as dividends or resold at a profit if the market price rises.
• Public Shareholding Spread: The current public shareholding spread is 26.93%, above the 25% minimum required. If the buy-back is implemented in full and all shares are held as treasury shares, the spread could drop to 18.94%, potentially breaching Bursa Malaysia’s requirement. The board will take steps to ensure compliance if this occurs.
• Take-Over Code Implications: If the buy-back results in any shareholder’s stake exceeding 33% (or increasing by 2% if already between 33% and 50%), a mandatory takeover offer could be triggered. The company does not intend for this to occur and will manage buy-backs to avoid this scenario, or seek exemption if required.
• Financial Effects:
  • Net Assets: Will decrease if shares are bought back at prices above net asset per share, and increase if below. Treasury shares held as assets are offset against equity.
  • Working Capital: Will decrease in line with the cash outlay for purchases.
  • Directors’ and Substantial Shareholders’ Holdings: The shareholding percentages of major shareholders will increase if shares are cancelled, as the denominator shrinks. Detailed pro forma tables are provided in the circular.
• Recent Buy-Back Activity: In the preceding 12 months, JcbNext purchased 342,100 shares at prices between RM1.56 and RM1.81, and cancelled 386,000 shares, leaving 218,100 as treasury shares.
• Share Price History: Over the past year, JcbNext shares traded between RM1.55 and RM1.81. The last traded price before the statement was RM1.70.

Rationale and Board Recommendation

The board believes the buy-back will support the market price, improve EPS, provide flexibility to reward shareholders and manage capital effectively. Risks include reduced working capital and potential missed investment opportunities, but the company will act in shareholders’ best interests.

The board recommends shareholders vote in favour of the proposal at the 22nd AGM.

Administrative Details

• AGM Details: 16 June 2026, 2.00 p.m. at Wilayah 1, 1st Floor, Prescott Hotel Kuala Lumpur – Medan Tuanku, 23 Lorong Medan Tuanku 1, Off Jalan Sultan Ismail, 50300 Kuala Lumpur.
• Proxy Forms: Must be submitted at least 48 hours before the AGM, either in hard copy or electronically via Boardroom Smart Investor Portal.
• Further Information: The company’s constitution and past two years’ audited accounts are available for inspection at the registered office until the AGM.

Conclusion

The proposed renewal of the share buy-back authority is a significant corporate action that could materially impact JcbNext’s share price, EPS, and capital structure. Shareholders should carefully consider the potential benefits and risks before voting.

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 read the full statement from JcbNext Berhad and consult their own financial advisors before making any investment decisions.

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