On behalf of the Board of Directors of NCT (“Board”), UOB Kay Hian Securities (M) Sdn Bhd wishes to announce that NCT Panorama had on 10 June 2025, entered into a share sale agreement (“SSA”) with Datuk Yap Yiw Sin and Datin Ang Guan Foo (collectively referred to as “Vendor(s)”), for the acquisition of 221,881 Class A ordinary shares and 592,240 Class B ordinary shares in GCSB, representing 55.72% equity interest and 72.46% voting rights in GCSB (“Proposed Acquisition”).

GCSB is the immediate holding company of Grorich Land Sdn Bhd, which is the registered owner of a parcel of vacant land located at Kg Dumpil, Putatan, District of Penampang, Sabah, held under Country Lease No. 265431525. The total purchase consideration of RM36.00 million will be satisfied as follows:-

1. RM3.60 million is satisfied via the transfer of 7,500,000 existing treasury shares in NCT at a value of RM0.48 per Consideration Treasury Share within 30 days upon signing of the SSA; and
2. the balance sum of RM32.40 million is to be satisfied via the issuance and allotment of 67,500,000 ordinary shares in NCT (“NCT Share(s)” or the “Share(s)”) at an issue price of RM0.48 per NCT Share (“New Consideration Share(s)”).

(collectively referred to as the “Consideration Shares”)

The Consideration Shares represent approximately 4.03% of the existing NCT shares (excluding 22,311,609 treasury shares held), as at 30 May 2025 being the latest practicable date prior to the date of this Announcement.

The New Consideration Shares will be issued in accordance with the general mandate pursuant to Sections 75 and 76 of the Companies Act 2016 (“Act”). The Company had obtained the approval from its shareholders at the 22nd Annual General Meeting convened on 27 May 2025, whereby pursuant to Sections 75 and 76 of the Act, the Board had been authorised to issue and allot new NCT Shares from time to time, at such price, to such persons and for such purposes and upon such terms and conditions as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of such new Shares to be issued, when aggregated with the total number of any new NCT Shares issued during the preceding 12 months does not exceed 10% of the total number of issued Shares (excluding treasury shares, if any) of the Company for the time being (“General Mandate”).This General Mandate may be utilised for any possible fund raising activities and/or for issuance of Shares as a form of settlement of purchase consideration or such other applications as the Directors may deem fit and expedient in the best interest of the Company.

Further details of the Proposed Acquisition are set out in the attachment enclosed.

This announcement is dated 10 June 2025.

Attachment: NCT Alliance Berhad - Announcement (10 June 2025)