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SARAWAK OIL PALMS BERHAD — M&A Activity 2026
May 27, 2026
71397_rns_2026-05-27_89cd960b-b8fa-4445-9c79-43314283a93c.pdf
M&A Activity
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Type : Announcement
Subject : Transactions (Chapter 10 of Listing Requirements) Non Related Party Transactions
Description : Shares Sale Agreement relating to the acquisition of 70% equity in Kina-Juara Sdn Bhd from Lee Foundation and Lee Rubber (Selangor) Sdn Bhd for a cash consideration of RM39,000,000 ("Proposed Acquisition")
- Introduction
The Board of Directors ("Board" or "Company") of Sarawak Oil Palms Berhad wishes to announce that on 26 May 2026, the Company has entered into a Shares Sale Agreement with Lee Foundation and Lee Rubber (Selangor) Sdn Bhd (collectively referred to as the "Vendors") in relation to the Proposed Acquisition.
The highest percentage ratio applicable to the Proposed Acquisition is 0.90% and the Purchase Consideration for the Proposed Acquisition is satisfied in cash. As the percentage ratio of the Proposed Acquisition does not exceed 5%, pursuant to Paragraph 10.05(1) of the Main Market Listing Requirements issued by Bursa Malaysia Securities Berhad ("Bursa"), the Company is not required to announce the Proposed Acquisition to Bursa.
However, the Company wishes to voluntarily announce the Proposed Acquisition.
- Details of the Proposed Acquisition
2.1 Pursuant to the Shares Sale Agreement, the Company has agreed to acquire from the Vendors of their entire issued share capital in Kina-Juara Sdn Bhd ("KJSB") representing 70% share equity ("Sale Shares") in KJSB, free from encumbrances.
2.2 Basis and Justification of the Purchase Consideration
The Purchase Consideration was arrived at on a "willing-buyer and willing-seller" basis after taking into account, inter alia, the net asset value and earnings of the KJSB. The remaining 30% share in KJSB is held by LCDA Holdings Sdn. Bhd.
2.3 Source of funding
The Proposed Acquisition is funded via the Company's internal generated funds.
2.4 Liabilities to be assumed
Save for the liabilities in the financial statements of the KJSB, which will be consolidated into the results of the Company's group of companies, there are no other liabilities including contingent liabilities to be assumed by the Company arising from the Proposed Acquisition.
2.5 Estimated Time for Completion
As at the date of this announcement, the Proposed Acquisition has been completed.
- Information on Lee Foundation
Lee Foundation is a company limited by guarantee and was incorporated in Malaysia pursuant to the Companies Act 1965 (now repealed and replaced by Companies Act 2016) on 24 August 1959.
- Information Lee Rubber (Selangor) Sdn Bhd
Lee Rubber (Selangor) Sdn Bhd was incorporated in Malaysia pursuant to the Companies Act 1965 (now repealed and replaced by Companies Act 2016) on 27 October 1960. The principal activities of Lee Rubber (Selangor) Sdn Bhd is to carry on business of investment holding.
- Information on KJSB
KSJB Sdn Bhd was incorporated in Malaysia on 22 January 1997. The principal activities of Kina-Juara Sdn Bhd is primarily involved in oil palm plantation with total planted area of approximately 1,622 hectares more or less.
- Rationale and Benefit of the Proposed Acquisition
The Proposed Acquisition is consistent with Company's plan to continue to expand its oil palm cultivation business in Sarawak.
- No Approval Required
The Proposed Acquisition does not require the approval of the Company's shareholders as the highest percentage ratio applicable to the Proposed Acquisition is 0.90%.
- Effects of the Proposed Acquisition
8.1 Share capital and substantial shareholders' shareholdings
The Proposed Acquisition will not have any effect on the issued and paid up share capital of the Company.
8.2 Net Assets ("NA"), NA Per Share and gearing
The Proposed Acquisition is not expected to have a material effect on the NA, NA per Share and gearing of the Group for the financial year ending 31 December 2026.
8.3 Earnings Per Share
The Proposed Acquisition is not expected to have a material effect on the consolidated earnings and EPS of the Group.
- Directors' and Major Shareholders' Interest
None of the major shareholders of the Company and/or persons connected to them has any interests, direct or indirect, in the Shares Sale Agreement.
None of the Directors of the Company and/or persons connected to them has any interests, direct or indirect, in the Shares Sale Agreement.
- Directors Recommendation
The Board, having considered all aspects of the Proposed Acquisition, including the terms of the Shares Sale Agreement, rationale and benefits of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Group.
This announcement is dated 28 May 2026.