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PETALING JAYA (Aug 12): Sime Darby Property Bhd (KL:SIMEPROP) has entered into a conditional sale and purchase agreement (SPA) to acquire approximately 556.96 acres (225.39 hectares) of freehold land in Kulai, Johor, from SD Guthrie Bhd for RM418.5 million, with plans for a township carrying an estimated gross development value (GDV) of RM3 billion.
It said in a Bursa Malaysia filing on Tuesday (Aug 11) that the proposed acquisition will be undertaken by its wholly owned subsidiary Sime Darby Property (Kulai) Sdn Bhd. Barring unforeseen circumstances and subject to the required approvals, the transaction is expected to be completed by the second quarter of 2027.
The agricultural land, which is located within an area zoned for residential use, comprises a 434.99-acre portion of Lot 81287 under title GRN 643613 and the entire 121.97-acre Lot 81288 under title GRN 643614. Plot A1, which forms part of Lot 81287, is subject to subdivision and the issuance of a new title.
Located along Jalan Kulai-Kota Tinggi in Mukim Senai, the land is about 5km northeast of Kulai town centre and 33km northwest of Johor Bahru city centre. It is adjacent to Bandar Putra and lies within Flagship Zone F (Kulai-Sedenak) of the Johor-Singapore Special Economic Zone (JS-SEZ).
RM3 bil township planned
Sime Darby Property plans to develop landed residential and commercial properties on the site, with the first phase targeted for launch in 2028. The overall development is expected to be undertaken in phases over 10 to 15 years.
The proposed development remains at the planning stage, with applications for the relevant approvals yet to be submitted. Its development cost, funding requirements and expected profit will only be determined later following the final assessment of the development.
Sime Darby Property said the acquisition would strengthen its presence in Johor, broaden its geographical earnings base and add to its future development pipeline. The group currently has developments in Johor including Bandar Universiti Pagoh and Taman Pasir Putih in Pasir Gudang.
According to the developer, the site has road, air and rail connectivity via the North-South Expressway, Senai International Airport, the Electric Train Service and Shuttle Selatan. Nearby industrial and business hubs include Senai Airport City, i-Park @ Senai and Sedenak Tech Park.
Sime Darby Property group managing director and CEO Datuk Seri Azmir Merican (pictured) said the acquisition would strengthen the group's footprint in Johor and expand its development portfolio in an area with long-term growth potential.
“With its excellent location and sizeable land area, we are well-positioned to deliver a distinctive development that meets evolving market demand while supporting economic activity, creating employment opportunities, and contributing to Johor's long-term growth,” he said.
Purchase price 4.23% below valuation
The RM418.5 million purchase consideration, calculated at RM17.25 per sq ft, will be funded through a combination of internally generated funds and borrowings, with the funding mix yet to be determined.
Independent valuer Jones Lang Wootton (Proprietor: Singham Sulaiman Sdn Bhd) valued the land at RM437 million as at May 22, using the comparison approach. The purchase consideration represents a 4.23% discount to the appraised market value.
Sime Darby Property was selected as the successful bidder after participating in a request for proposal issued by SD Guthrie in May 2025.
Up to 16.56 acres of the land has been earmarked for surrender to the state government or relevant authority for the proposed Jalan Pintasan Sedenak-Bandar Putra public infrastructure project. Following the surrender, the titled area of Plot A1 will be reduced from 434.99 acres to no less than 418.43 acres.
The SPA provides that there will be no adjustment to the purchase consideration merely due to the surrender of up to 16.56 acres, although the consideration remains subject to an adjustment mechanism if the final aggregate titled area differs from the contractual benchmark.
Related-party deal requires approvals
The acquisition is deemed a related-party transaction because Amanahraya Trustees Bhd, as trustee for Amanah Saham Bumiputera (ART-ASB), is a major shareholder of both Sime Darby Property and SD Guthrie.
ART-ASB holds a 32.7% direct stake in Sime Darby Property and a 35.39% direct stake in SD Guthrie. It will abstain from voting on the proposed acquisition, while its connected persons are also required to abstain.
The transaction requires approval from Sime Darby Property's non-interested shareholders, as well as land and regulatory approvals, including those relating to the subdivision and issuance of a new title for Plot A1, transfer of the land and approval from the Ministry of Economy, where required.
Alliance Islamic Bank Bhd has been appointed independent adviser to advise Sime Darby Property's non-interested directors and shareholders on the proposed acquisition.
In a separate filing on Tuesday, Sime Darby Property said RHB Investment Bank Bhd had submitted the Aug 5 valuation report prepared by Jones Lang Wootton to Bursa Malaysia Securities Bhd.
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