(Reference is made to the Company’s announcements dated 30 August 2024, 22 November 2024, 25 November 2024, 31 December 2024, 26 May 2025 and 12 September 2025 in relation to, inter-alia, the Proposed Acquisitions (“Announcements”). Unless otherwise defined herein, all abbreviations and definitions used in this Announcement shall have the same meaning as those words and expressions defined in the Announcements. Unless otherwise stated, the exchange rate of United States Dollar 1.00 : RM4.2080, being the middle rate prevailing as at 5.00 p.m. on 1 October 2025, being the latest practicable date prior to this Announcement, as published by Bank Negara Malaysia, has been applied in this Announcement for illustrative purposes only)
On behalf of the Board, Maybank IB wishes to announce that the parties to the VN SSPA have, on 16 October 2025, entered into a supplemental agreement to vary certain clauses of the VN SSPA (“Supplemental SSPA”), as set out below:
- revision to the purchase consideration and the number of Consideration Shares to be issued pursuant to the Proposed Acquisition of YPVPL from RM16.9 million to RM15.8 million which will be wholly satisfied via the issuance of 17,954,545 Consideration Shares, instead of 19,204,545 Consideration Shares;
- revision to the purchase consideration and the number of Consideration Shares to be issued pursuant the Proposed Acquisition of YPL from RM8.7 million to RM6.4 million which will be wholly satisfied via the issuance of 7,272,727 Consideration Shares, instead of 9,886,364 Consideration Shares;
- settlement or capitalisation of all intercompany balances between the Target Companies and the Vendor and/or the Vendor’s associates or related parties, and any outstanding shareholder advances owed by the Target Companies to the Vendor and/or the Vendor’s associates or related parties as of the completion date of the VN SSPA becoming a pre-completion obligation for the Vendor, instead of a condition precedent for the VN SSPA;
- consequential amendments to the definitions of “Consideration Shares” and “Completion Date” following the changes in items (i) to (iii) above; and
- liability to be assumed by the Vendor in respect of all claims by the Company for breach of warranty pursuant to the VN SSPA has been amended accordingly following the changes in items (i) and (ii) above, such that: (a) for any claim relating to breach of fundamental warranties, the liability of the Vendor shall not exceed an amount equivalent to the entire revised purchase consideration; and (b) for any claim relating to breach of non-fundamental warranties, the liability of the Vendor shall not exceed 50% of the revised purchase consideration.
(Items (i) to (v) above are collectively referred to as “Proposed Revisions”)
Save as disclosed above, all the other terms and conditions of the VN SSPA remain unchanged and are in full force and effect.
Further details on the Proposed Revisions are set out in the attachment.
Please refer to the attachment for further details.
This announcement is dated 16 October 2025.