Multiple Proposals

On 2 October 2025, the Board of Directors of SCIB ("Directors") ("Board") announced that the Company had on even date received an indicative letter of offer from YTL Cement (Sarawak) Sdn Bhd ("YTL Cement Sarawak" or the "Purchaser"), an indirect subsidiary of YTL Corporation Berhad, to acquire 100% equity interest in SCIB Concrete Manufacturing Sdn Bhd ("SCM"), an indirect wholly-owned subsidiary of the Company, at an indicative purchase price of RM113.00 million ("Indicative Offer"). Further to that, the Board had deliberated on the matter and had resolved to accept the Indicative Offer, which in turn is subject to, amongst others, the signing of a definitive share sale and purchase agreement between the parties.

Following the above, on behalf of the Board, Berjaya Securities Sdn Bhd (formerly known as Inter-Pacific Securities Sdn Bhd) ("Berjaya Securities") wishes to announce that the Company and SCIB Holdings Sdn Bhd ("SCIB Holdings" or the "Seller"), a wholly-owned subsidiary of the Company, had on 18 November 2025 entered into a conditional share sale and purchase agreement ("SSPA") with YTL Cement Sarawak for the proposed disposal of the entire equity interest in SCM for an indicative total cash consideration of RM113.00 million ("Disposal Consideration") subject to adjustments in accordance with Sections 3.2 and 3.3 of Appendix I of the announcement and other terms and conditions as set out in the SSPA ("Proposed Disposal").

SCIB had previously entered into the following agreements with SCM:-

(i)         tenancy agreement dated 1 July 2025 for the tenancy by SCM of 2 parcels of land, namely Lot 1166 and Lot 1541 (each as defined in Section 3.1 of the announcement), which are owned by SCIB and are where SCM's existing factories are erected thereon ("Lot 1166 and Lot 1541") ("Tenancy Agreement"); and

(ii)         right to build and operate agreement dated 1 March 2025 in relation to 5 parcels of land owned by SCIB, namely Lot 787, Lot 788, Lot 789, Lot 790 and Lot 791 (each as defined in Section 3.2 of the announcement), which are owned by SCIB and are where a new factory is intended to be constructed thereon by SCM for its manufacturing operations ("Lot 787-791") ("Right to Build and Operate Agreement").

Lot 1166 and Lot 1541 as well as Lot 787-791 shall collectively be referred to as the "Lands".

Under the terms of the Tenancy Agreement, SCIB had granted to SCM an irrevocable option to purchase Lot 1166 and Lot 1541 exercisable within a period of 30 years from the date of the Tenancy Agreement ("Option to Purchase Lot 1166 and Lot 1541"). SCM has also granted to SCIB an irrevocable option to sell Lot 1166 and Lot 1541 exercisable within a period of 30 years from the date of the Tenancy Agreement ("Option to Sell Lot 1166 and Lot 1541").

Pursuant to the Proposed Disposal, SCIB and SCM executed a letter on 18 November 2025 ("Supplemental Letter to the Tenancy Agreement") to record, amongst others, their mutual agreement on the purchase price of RM24.00 million, which is subject to certain adjustments, for the sale and purchase of Lot 1166 and Lot 1541 upon the exercise of the Option to Purchase Lot 1166 and Lot 1541 or the Option to Sell Lot 1166 and Lot 1541, as the case may be.

Under the terms of the Right to Build and Operate Agreement, SCIB had also granted SCM an irrevocable option to purchase Lot 787-791 exercisable within a period of 30 years from the date of the Right to Build and Operate Agreement ("Option to Purchase Lot 787-791"). SCM has also granted to SCIB an irrevocable option to sell Lot 787-791 exercisable after the date of issuance of the occupation permit(s) in relation to the structures and buildings to be constructed by SCM thereon and within a period of 30 years from the date of the Right to Build and Operate Agreement ("Option to Sell Lot 787-791").

Pursuant to the Proposed Disposal, SCIB and SCM executed a letter on 18 November 2025 ("Supplemental Letter to the RBO") to record, amongst others, their mutual agreement on the purchase price of RM14.19 million, which is subject to certain adjustments, for the sale and purchase of Lot 787-791 upon exercise of the Option to Purchase Lot 787-791 or the Option to Sell Lot 787-791, as the case may be.

The Option to Purchase Lot 1166 and Lot 1541 and the Option to Purchase Lot 787-791 shall collectively be referred to as the "Options to Purchase" while the Option to Sell Lot 1166 and Lot 1541 and the Option to Sell Lot 787-791 shall be collectively referred to as the "Options to Sell".

After completion of the Proposed Disposal, SCM will cease to be a subsidiary of the Company. Thereafter, if the Options to Purchase are exercised by SCM, or if the Options to Sell are exercised by SCIB, they would entail the disposal by SCIB of the Lands to an entity that is no longer a subsidiary of the Company. As such, in conjunction with the Proposed Disposal which is subject to approval of the shareholders of the Company ("Shareholders"), the Company also wishes to seek Shareholders' approval upfront for the exercise, as the case may be, of the Options to Purchase and the Options to Sell in accordance with the terms and conditions of the Tenancy Agreement, Supplemental Letter to the Tenancy Agreement, the Right to Build and Operate Agreement and the Supplemental Letter to the RBO ("Proposed Options").

The Proposed Disposal and the Proposed Options are collectively referred to as the "Proposals".

Please refer to the attachment for further details on the Proposals.

This announcement is dated 18 November 2025.

Please refer attachment below.

Attachments

1. SCIB_-_Announcement_(18.11.2025)_20251118.pdf (Size: 596,212 bytes)