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PETALING JAYA (Aug 12): Rivertree STF Synergies Bhd (RSSB), formerly known as Sinmah Capital Bhd, is seeking shareholders’ approval to acquire two property development companies for a combined RM46.288 million and dispose of another for RM12.972 million, as the group reshapes its property development pipeline.
It said in a Bursa Malaysia filing on Tuesday (Aug 11) that the proposed acquisitions comprise the purchase of the entire equity interests in Rivertree Landmark Sdn Bhd (RLSB) for RM32.717 million and Rivertree Signatures Sdn Bhd for RM13.571 million. Both considerations will be satisfied entirely in cash.
RLSB owns a 0.36-acre commercial site identified as Lot 193 Section 43, held under Geran 35605, Town and District of Kuala Lumpur, with interest in perpetuity. The site is earmarked for a 210-unit serviced apartment development with an estimated gross development value (GDV) of RM273.63 million.
Based on the current development timeline disclosed in the circular, the project is expected to be completed in the fourth quarter of 2030. The RM32.717 million consideration was arrived at on a willing-buyer willing-seller basis after taking into account, among others, RLSB’s adjusted net assets and the RM62 million market value ascribed to the site by Knight Frank Malaysia Sdn Bhd.
Aisya @ KL East
Rivertree Signatures, meanwhile, is the developer of Aisya @ KL East in Gombak, Selangor, under a joint development arrangement. The project is located on Lot 17784, held under GM 2331, at 6½ Mile Ulu Gombak, Mukim Setapak, District of Gombak, and spans 0.81 hectare (1.99 acres). It has an estimated GDV of RM381.17 million.
The site is bounded by Lorong Akashah to the south and broadly by the Middle Ring Road 2 (MRR2) to the southwest. It is located near Terminal Bersepadu Gombak, where the Gombak LRT station is located and which will be connected to the future East Coast Rail Link Gombak station.
Aisya @ KL East is planned to comprise 579 serviced apartments, 520 office suites, 194 affordable apartments, 10 retail lots and a banquet hall. Development is expected to commence in the second quarter of 2027 and be completed in the fourth quarter of 2031.
Together, the two sites span about 2.35 acres and carry an estimated combined GDV of RM654.80 million. RSSB said the acquisitions are in line with its strategy to expand its property development business, while independent adviser MainStreet Advisers Sdn Bhd said they would enlarge the group’s development pipeline and broaden its project portfolio.
RSSB intends to fund the acquisitions through internally generated funds and/or bank borrowings. For illustrative purposes, the company has assumed that 80% of the purchase considerations will be funded through borrowings and the remaining 20% through internally generated funds.
Laman Lentera disposal
Separately, RSSB proposes to dispose of its entire interest in Irama Setia Sdn Bhd (ISSB) to executive chairman Datuk Seri Rahadian Mahmud Mohammad Khalil for RM12.972 million cash.
ISSB’s sole project is Laman Lentera Kuala Kubu Bharu, a mixed development on about 6.01 acres along Jalan Kuala Lumpur-Ipoh in Bandar Kuala Kubu Baharu, Hulu Selangor. The development comprises 51 individual titles, from HS(M) 2726, PT 4101 Section 17 to HS(M) 2776, PT 4151 Section 17, and has an estimated GDV of RM42.17 million.
The project was launched in June 2024 and is expected to be completed in the third quarter of 2026. The disposal would allow the group to realise cash from the project as it nears completion and redeploy the proceeds towards working capital and future growth initiatives, including the projects arising from the proposed acquisitions.
The group is expected to record an estimated one-off pro forma loss of about RM60,000 from the disposal, arising primarily from estimated fees, costs and expenses related to the transaction.
Related-party transactions
The proposed acquisitions and disposal are related-party transactions by virtue of the interests of certain vendors, directors and/or major shareholders, as applicable. Datuk Leong Sai Mun and Datuk Fong Kiah Yeow are deemed interested in the proposed acquisitions, while Rahadian is interested in the proposed disposal. MainStreet was appointed as independent adviser to the non-interested directors and shareholders.
The proposals are not expected to materially affect RSSB’s earnings or earnings per share for the financial year ending June 30, 2027. Based on the company’s pro forma assumptions, gearing would rise from less than 0.01 times after subsequent events to 0.66 times following the proposed acquisitions and 0.67 times after the proposed disposal.
Shareholders are scheduled to vote on the proposals at an extraordinary general meeting on Aug 26, 2026. Subject to the requisite approvals and fulfilment of the conditions precedent, the proposals are targeted for completion by end-October 2026.
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