ACQUISITION OF A 51% EQUITY INTEREST IN TUJUAN RE SDN BHD ("TUJUAN RE" OR "TARGET") BY GREENTRONICS RECYCLE SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, FROM DB KARYA SDN BHD FOR A CASH CONSIDERATION OF RM2,000,000 ("ACQUISITION")
| GREENTRONICS TECHNOLOGY BERHAD |
| Type | Reply to Query | ||||||||||
| Reply to Bursa Malaysia's Query Letter - Reference ID | IQL-01102026-00001 | ||||||||||
| Subject | ACQUISITION OF A 51% EQUITY INTEREST IN TUJUAN RE SDN BHD ("TUJUAN RE" OR "TARGET") BY GREENTRONICS RECYCLE SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, FROM DB KARYA SDN BHD FOR A CASH CONSIDERATION OF RM2,000,000 ("ACQUISITION") | ||||||||||
| Description | GREENTRONICS TECHNOLOGY BERHAD ("GREENTRONICS" OR "THE COMPANY")
ACQUISITION OF A 51% EQUITY INTEREST IN TUJUAN RE SDN BHD ("TUJUAN RE" OR "TARGET") BY GREENTRONICS RECYCLE SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, FROM DB KARYA SDN BHD FOR A CASH CONSIDERATION OF RM2,000,000 ("ACQUISITION") |
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| Query Letter Contents | |||||||||||
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Unless otherwise stated, all abbreviations used herein shall have the same meanings as those used in the Company's announcement dated 29 September 2026 in relation to the Acquisition ("Announcement").
Further to the Announcement and Bursa Malaysia Securities Berhad's letter dated 1 October 2026, the Board of Directors of Greentronics wishes to provide the following additional information:
1. The background information of the Project, including but not limited to, whether the Project is owned by Tujuan RE, the current status of the Project, the tentative commencement and completion date, and details of approvals required from the relevant authorities to undertake the Project
Tujuan RE is the project company which intends to develop, own and operate an integrated hybrid power generation and private distribution facility comprising gas-fired generation, solar photovoltaic generation and a battery energy storage system in Bagan Datuk, Perak ("Project").
The Project is proposed to be developed progressively, commencing with an initial capacity of 15 MW and potentially expanding to 30 MW and subsequently 50 MW, subject to customer demand, technical feasibility, regulatory approvals and funding availability.
The Project is currently at the development stage and construction has not commenced. Tujuan RE does not presently own the proposed project land or a completed power plant. The relevant state authority has agreed in principle to reserve approximately 40.372 acres for the Project, while the land gazettement and lease documentation remain in progress.
No definitive construction commencement date has been determined as the EPCC agreement has not been awarded. Based on the current feasibility study, the indicative construction period for the first phase is approximately 12 to 18 months from the award of the EPCC agreement. The management forecast assumes that the initial 15 MW phase will commence commercial operations on 1 January 2028, with the proposed expansions to 30 MW and 50 MW commencing commercial operations on 1 January 2030 and 1 January 2031 respectively.
The above timetable is indicative and remains subject to revision depending on the timing of the EPCC award, regulatory approvals, definitive commercial agreements and availability of funding.
The principal approvals required for the Project include:
2. The Prospects of Tujuan RE and the Project
The Project is intended principally to supply electricity to the data centre industry under a long-term electricity supply arrangement.
The Board believes that the Project may benefit from the increasing demand for reliable electricity infrastructure arising from the development of data centres in Malaysia. The proposed hybrid configuration is intended to combine gas-fired generation with solar photovoltaic generation and battery storage.
The proposed phased development approach will enable the Project's generation capacity to be increased progressively in line with customer demand, technical requirements and funding availability.
Subject to the Project obtaining the necessary approvals and securing the relevant offtake, construction, fuel supply and financing arrangements, the Project is expected to provide Tujuan RE with a potential long-term recurring income stream.
3. The detailed basis to arrive at the Consideration together with the justification of the discount of approximately 96.90% of the assessed value of the Sale Shares
The Consideration of RM2.0 million was arrived at on a willing-buyer willing-seller basis after taking into consideration:
Based on the valuation report prepared by PKF Covenant Equity Consulting Sdn. Bhd. dated 23 September 2026 ("Valuation Report"), the assessed value of the 51% Sale Shares as at 30 June 2026 was RM64.42 million. The Consideration therefore represents approximately 3.10% of the assessed value, equivalent to a discount of approximately 96.90%.
The assessed value was determined using the discounted cash flow method based on the Project achieving the development, funding, construction, offtake and operating assumptions contained in the management forecast. The discount reflects inter alia the Project's present development stage, where construction has not commenced and the material regulatory, land, offtake, construction and financing arrangements remain to be completed, as well as the risk factors set out in in Section 7 below.
After considering the above factors, the Board is of the view that the Consideration is fair and reasonable.
4. The estimated total cost to develop the Project and the source of funds
Based on the management forecast adopted in the Valuation Report, the estimated total development cost of the Project is approximately RM349.93 million, comprising:
The above estimates are preliminary and remain subject to the final scale and phasing of the Project, detailed engineering design, equipment specifications, EPCC pricing, regulatory requirements and implementation timetable.
Depending on the final scale, funding requirements and development phases of the Project, the Group intends to fund its participation through one or a combination of the following:
The final funding structure has not been finalised and will depend on, among others, the Group's financial position, prevailing market conditions, the availability and terms of financing, and the funding requirements of each phase of the Project.
The Company will make the necessary announcements and obtain the relevant approvals in accordance with the Main Market Listing Requirements before undertaking any material financing or corporate exercise, where required.
5. Whether the Acquisition tantamount to a diversification of the Group's operations pursuant to Paragraph 10.13 of the Main Market Listing Requirements, together with the justification
The Acquisition is not expected to constitute a diversification of the Group's operations requiring shareholders' approval pursuant to Paragraph 10.13 of the Main Market Listing Requirements at this juncture for the following reasons:-
Accordingly, the Acquisition itself is not expected to result in:
The Company will continue to monitor its investment in and the financial contribution from the Project. If the Group's subsequent participation in the Project triggers Paragraph 10.13 of the Main Market Listing Requirements, the Company will comply with the applicable requirements, including obtaining shareholders' approval where required.
The Company wishes to clarify that the initial investment of RM2.0 million was made as an initial investment to explore and develop the proposed new business activity. At the time of the initial investment, the Company had not committed to the overall project cost nor had it entered into any binding commitment to incur the substantial future expenditure required for the full development of the project.
While the Company acknowledges that the eventual project cost may be significant, the actual amount and timing of any further investment would depend on the progress of the project, the outcome of the Company's evaluation and the relevant development and implementation requirements. Accordingly, the Company did not consider the initial investment of RM2.0 million, by itself, to constitute a commitment to divert 25% or more of the Group's net assets to the new business.
6. In respect of items iv, v and vi of the Conditions Subsequent, to elaborate each condition in greater detail and the rationale for having such condition for the Acquisition; and
The relevant Conditions Subsequent and the rationale for imposing such conditions are set out below:
6.1 Conditions Subsequent (iv) - Termination of the Alpha ESS Agreements
The Vendor is required to procure the unconditional termination of the existing agreements with Alpha ESS International Pte. Ltd. and obtain a full release from further claims and liabilities.
This condition is intended to remove contractual obligations, restrictions and potential liabilities that do not form part of the Project or the basis upon which GRSB agreed to undertake the Acquisition.
6.2 Conditions Subsequent (v) - Rectification of Employment Matters
The Vendor is required to rectify the employment matters identified during the legal due diligence exercise, including compliance with the applicable employment and minimum wage requirements.
This condition is intended to ensure that the relevant employment matters arising before the Acquisition are resolved by the Vendor.
6.3 Conditions Subsequent (vi) - Disposal of Akademi Teknikal Bitara Sdn Bhd
The Vendor is required to procure the disposal of Tujuan RE's entire 70% equity interest in Akademi Teknikal Bitara Sdn Bhd and the termination of the related joint venture agreement and other arrangements.
The subsidiary's activities are unrelated to the Project and do not form part of the business intended to be acquired by GRSB. The condition is intended to ensure that Tujuan RE operates as a dedicated project company without unrelated business, contractual or financial exposures.
If the Conditions Subsequent are not fulfilled within the stipulated period, GRSB may exercise its contractual rights in accordance with the terms of the Agreement.
7. The risks in relation to the transaction including risk factors of the assets or interests to be acquired
The principal risks relating to the Acquisition and the Project include, but are not limited to, the following:
7.1 Regulatory and Development Risk
The implementation of the Project is subject to the receipt of the relevant land, planning, energy, environmental and other regulatory approvals. Any delay or failure in obtaining such approvals may delay, modify or prevent the implementation of the Project.
7.2 Land Risk
The gazettement and lease documentation for the proposed project site remain in progress. Any delay or failure in completing the land arrangements may affect the Project's proposed location, cost or implementation timetable.
7.3 Offtake Risk
The definitive electricity supply agreement has not been executed. There is no assurance that the agreement will be executed within the anticipated timeframe or on terms consistent with the current financial forecast.
7.4 Financing Risk
The funding arrangements for the Project have not been finalised. There is no assurance that the Group or Tujuan RE will be able to secure sufficient funding on commercially acceptable terms.
Any inability to secure the required funding may delay, reduce the scale of or prevent the implementation of the Project.
7.5 Construction and Operational Risk
The Project may be exposed to construction delays, cost overruns, equipment performance issues, fuel supply interruptions, plant downtime and increases in operating costs.
These factors may adversely affect the implementation, operations and financial performance of the Project.
7.6 Forecast and Valuation Risk
The valuation and financial forecasts are based on assumptions concerning regulatory approvals, funding, construction costs, electricity demand, tariffs, operating performance and the implementation timetable.
Actual results may differ materially from these assumptions. Accordingly, the assessed value of the Sale Shares should not be regarded as a guaranteed realisable value or return to the Group.
7.7 Investment Risk
The Acquisition and the Group's participation in the Project are subject to the risks inherent in investments in a development-stage business. There is no assurance that the Project will be completed within the anticipated timeframe or budget, achieve commercial operations, or generate the expected revenue, profitability or returns.
Any delay, underperformance or failure of the Project may adversely affect the value of the Group's investment in Tujuan RE and may result in an impairment or loss on the investment.
The Group will monitor the development of the Project and implement appropriate measures to mitigate the above risks. Nevertheless, there can be no assurance that such measures will fully eliminate the occurrence or impact of these risks.
This announcement is dated 2 October 2026. |
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Announcement Info
| Company Name | GREENTRONICS TECHNOLOGY BERHAD |
| Stock Name | GREENTEC |
| Date Announced | 02 Oct 2026 |
| Category | General Announcement for PLC |
| Reference Number | GA1-02102026-00008 |