1. INTRODUCTION
The Board of TWL Holdings Berhad ("TWL") is pleased to announce that TWL Builders Sdn Bhd ("TBSB"), a wholly owned subsidiary of TWL, has acquired 45.00% of the entire share capital of Fairise Odyssey (M) Sdn Bhd (889062-T) ("FOSB"), comprising 45,000 ordinary shares of RM1.00 each, fully paid, for a consideration of RM42 million(Acquisition) from Lam Boon Ling ("LBL").
2. DETAILS OF THE ACQUISITION
2.1 Information on TBSB
TBSB was incorporated in Malaysia under the Companies Act 1965 as a private limited company on 13th December 2005. The principal activities of the TBSB are real property and housing development. The total issued of ordinary shares is RM250,000. The current directors of TBSB are Dato' Tan Wei Lian and Datin Sek Chian Nee.
2.2 Information of FOSB
FOSB was incorporated in Malaysia under the Companies Act 1965 as a private limited company on 04th February 2010. The principal activity of FOSB is investment in properties. The total issued of ordinary shares is RM100,000. The current directors of FOSB are Lam Boon Ling and Ta Jin Kiat.
3. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION
The purchase consideration was on a willing buyer, willing seller basis. There will be no liabilities assumed by TWL arising from the Acquisition.
4. SOURCE OF FUNDING
The purchase consideration for the Acquisition will be financed through internally generated funds.
5. RATIONALE FOR THE ACQUISITION
The Acquisition allows for business growth and financial stability by creating new opportunities and increasing revenue for the Group. It helps strengthen resources and support future projects.
6. RISK FACTOR
The Board of TWL is not aware of any specific risk factors arising from the Acquisition other than the normal and market risks.
7. FINANCIAL EFFECTS
7.1 Share Capital
The Acquisition has no effect on the share capital of TWL as it was satisfied entirely by funds generated internally.
7.2 Net Assets
The Acquisition is not expected to have any significant effects on the Net Assets of the TWL Group for the financial year ending 30 June 2026.
7.3 Earnings
The Acquisition is not expected to have any material effects on the earnings per share of the TWL Group for the financial year ending 30th June 2026.
8. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
None of the Directors and/or Major Shareholders of TWL, and/or persons connected with them, have any interest, either direct or indirect, in the Acquisition.
9. PARTICULARS OF LIABILITIES TO BE ASSUMED
There are no liabilities, including contingent liabilities, to be assumed by TWL arising from the Acquisition.
10. DEPARTURE FROM THE SECURITIES COMMISSION'S POLICIES AND GUIDELINES ON THE ISSUE OF SECURITIES
The Acquisition does not involve any issue/offer of securities; the Securities Commission's Policies and Guidelines on Issue/Offer of Securities are therefore not applicable.
11. DIRECTORS STATEMENTS
The Board, having considered all aspects of the Acquisition, including the basis, justification, rationale, and effects of the Acquisition, is of opinion the Acquisition is in the best interest of TWL.
12. AUDIT & RISK COMMITTEE'S STATEMENT
The Audit and Risk Committee, after having considered all relevant aspects of the Acquisition, including the source of funds, the basis and justification, rationale, and effects, is of the opinion that the Acquisition is in the best interest of TWL, fair, reasonable, and on normal commercial terms, and also not detrimental to the interested and non-interested parties.
13. APPROVAL REQUIRED
The Acquisition is not subject to the approval of the shareholders of TWL nor to the approval of relevant parties.
The announcement is dated 19.06.2026.