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PETALING JAYA (May 16): NCT Alliance Bhd is expanding its industrial landbank in Selangor through a RM53 million subscription for an 80% controlling stake in Semanja Murni Sdn Bhd (SMSB), a vehicle sitting on five parcels of leasehold land totalling 176.71 acres in Mukim Tanjong Duabelas, Kuala Langat.
According to its Bursa announcement yesterday, the deal, formalised via a Shares Subscription and Shareholders' Agreement (SSSA) signed yesterday, between NCT's wholly-owned subsidiary NCT World Sdn Bhd (NCTW), SMSB, and its existing shareholders — Datuk Sri Sim See Hua and See Cherng Jye — gives NCT effective control of a landbank it intends to weave directly into its flagship NCT Smart Industrial Park (NSIP) next door.
NCT's earlier Bursa filing on March 31 had described a term sheet for 998 new shares representing a 99.8% stake in SMSB. The final agreement represents a revised deal structure, with the parties settling on the current 80/20 split.
The project land carries an estimated gross development value of RM1.5 billion, NCT Alliance said in the filing.
The land and what NCT sees in it
The five parcels are all leasehold, with tenure running until Jan 24, 2124 — a 32-year lease extension having been approved beyond the original 2092 expiry. Combined, the parcels span just under 177 acres.
The strategic logic is adjacency: the project land sits directly beside NSIP, NCT's existing industrial park in Kuala Langat. The group's intention is to fold the new parcels into a larger master-planned industrial ecosystem, sharing infrastructure, utilities and facilities across the expanded footprint.
Based on the disclosed land area and subscription price, the transaction implies an entry cost of approximately RM6.89 per sq ft — a figure first calculated by EdgeProp in its coverage of the March 2026 term sheet, and not a number stated in the Bursa filing itself.
Deal structure and payment timeline
NCT Alliance said the RM53 million subscription price is being paid in three tranches. An earnest deposit of RM3.18 million was already paid on March 31, when the term sheet was first executed.
A further RM7.42 million balance deposit is due upon signing of the SSSA. The remaining RM42.4 million — the bulk of the consideration — follows on the effective date, which falls either six months after the SSSA date or on the date the agreement turns unconditional, whichever is later.
Funding will come from a combination of internally generated cash and bank borrowings, the company said.
It is worth noting that if NCT World fails to secure financing and cannot pay the RM42.4 million balance on the effective date, SMSB is entitled to forfeit the RM10.6 million deposit absolutely — a meaningful downside risk the group has expressly acknowledged in its filing.
Post-completion, NCT World holds 80% of SMSB, with the existing shareholders collectively retaining the remaining 20%.
One structural detail worth noting
SMSB is currently loss-making. Its audited financials for the year ended June 30, 2025 show a net loss after tax of RM9.07 million and accumulated negative shareholders' funds of RM20.08 million — largely reflecting RM52.95 million in advances from its existing shareholders and related parties.
Under the SSSA, these advances must be fully repaid, settled or discharged simultaneously with SMSB's receipt of the RM53 million subscription price on the effective date.
In practical terms, a significant portion of NCT's RM53 million will flow straight back out to retire SMSB's existing shareholder loans.
NCT can move early
An important commercial detail: NCT World is permitted to begin preliminary works on the project land immediately upon SMSB receiving the deposit — before the deal is even unconditional.
This covers development planning, authority submissions for planning and land conversion approvals, site clearance, earthworks, and the appointment of consultants and contractors.
Corporate and regulatory context
The transaction falls under Chapter 10 of Bursa's Listing Requirements as a non-related party transaction. The highest applicable percentage ratio is 6.60%, calculated on NCT's latest audited financials for FY2025 — below the threshold requiring shareholder approval. No shareholders' meeting is needed.
Barring unforeseen circumstances, completion is targeted within nine months from the date of the SSSA, NCT Alliance said.
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