Ann Joo unit sells 62.4-acre Gurun industrial plot to Zichen Malaysia for RM119.6 mil

PETALING JAYA (June 11): Ann Joo Resources Bhd said its indirect subsidiary Gurun Heavy Industrial Park Sdn Bhd (GHIP) and joint venture partner Transyear Sdn Bhd have entered into a sale and purchase agreement with Zichen Malaysia Sdn Bhd for the disposal of a 62.395-acre freehold industrial plot in Gurun, Kedah, for a cash consideration of RM119,588,000.

In its Bursa filing, it said the disposal involves Plot 5 of Gurun Heavy Industrial Park, a portion of a larger 160.87-acre freehold development land held under title no. Hakmilik Geran 67221, Lot 8071, Bandar Gurun, Daerah Kuala Muda, Negeri Kedah. 

GHIP, which is 99.99%-owned by Ann Joo, is the registered owner of the development land. The disposal is undertaken pursuant to a Joint Venture Agreement entered into between GHIP and Transyear on Dec 15, 2025 for the development of Gurun Heavy Industrial Park.

The consideration of RM119,588,000 is calculated at approximately RM44 psf, arrived at on a willing-buyer willing-seller basis. A deposit of RM23,917,600 (20%) has been paid prior to the execution of the SPA. The balance is payable in four instalments linked to development milestones, regulatory approvals, issuance of the subdivided title and registration of the transfer in favour of Zichen.

Under the joint venture arrangement, GHIP is entitled to receive RM25 psf of the net sellable land area, with the group's share of proceeds estimated at approximately RM69.2 million, to be received in tranches.

The group intends to utilise its share of proceeds of approximately RM69.2 million as follows: RM33.0 million for repayment of outstanding loans, RM15.0 million for operating expenses including staff costs and administrative expenses, and RM21.2 million for settlement of trade and other payables. 

The filing noted that the above breakdown represents management's best estimates and may vary depending on the group's operational requirements.

The land is bare and currently not in use. Preliminary works for the development commenced in March 2026 and are expected to be completed by March 2027. A subdivision approval application was submitted in March 2026, though no approval has been obtained as at the date of the announcement. 

The filing said the buyer intends to build manufacturing facilities on the land.

The land is presently held under a master title charged in favour of a group company of Ann Joo. Transyear and GHIP are required to procure the full discharge of the existing charge so that the new individual title for the land will be transferred to Zichen free from encumbrances.

Zichen Malaysia Sdn Bhd is a private limited company incorporated in Malaysia on Sept 23, 2025, with an issued and paid-up share capital of RM20,000. The company is principally engaged in investment advisory services, business management consultancy, and export and import of batteries and accumulators. The sole shareholder of Zichen is Putailai (Singapore) Pte Ltd.

The disposal is not expected to have any significant impact on the net assets or gearing of Ann Joo for the financial year ending December 31. Based on an initial estimate, the disposal is expected to result in a gain of approximately RM42.3 million, which the filing noted is not significant compared with the group's audited loss of RM274.9 million for the financial year ended Dec 31, 2025. The net book value of the land was RM25,503,954 at the time of the disposal.

The SPA is conditional upon Zichen obtaining required regulatory approvals in the People's Republic of China, an Invest Kedah support letter, satisfactory soil due diligence, State Authority approval for the acquisition, and Environmental Impact Assessment approval, within prescribed timelines. 

The disposal is not subject to Ann Joo shareholders' approval, as the aggregate percentage ratio of 15.44% — comprising this disposal and an earlier transaction announced on March 11, 2026 — is below the threshold requiring shareholder approval under Bursa Malaysia's Main Market Listing Requirements.

Ann Joo said the disposal is part of the progressive development and monetisation of GHIP's industrial landbank under the existing JVA with Transyear, and is expected to enhance future cash flow and earnings visibility for the group. 

Completion of the disposal is expected within 15 months from the date of the SPA, barring unforeseen circumstances.

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