On behalf of the Board of Directors of BKB, Maybank Investment Bank Berhad wishes to announce that Whitmore Holdings Sdn Bhd ("Whitmore"), a wholly-owned subsidiary of BKB, has, on 20 May 2026 entered into the following agreements:
(i) unconditional share sale agreements ("SSA") with Chen Choy & Sons Realty Sdn Bhd ("CCSR") for the following:
(a) acquisition by Whitmore of 170,444,796 ordinary shares in MKH Berhad ("MKH") ("MKH Shares"), representing 29.6% equity interest in MKH (excluding treasury shares), for a total cash consideration of RM340.9 million or RM2.00 per MKH Share ("MKH Acquisition"); and
(b) acquisition by Whitmore of an aggregate of 33,760,776 ordinary shares in MKH Oil Palm (East Kalimantan) Berhad ("MKHOP") ("MKHOP Shares"), representing 3.3% equity interest in MKHOP (excluding treasury shares), for a total cash consideration of RM21.9 million or RM0.6478 per MKHOP Share ("MKHOP Acquisition 1");
(ii) unconditional SSA with Tan Sri Dato' Chen Kooi Chiew @ Cheng Ngi Chong ("TSCKC"), Tan Sri Datuk Chen Lok Loi ("TSCLL"), Datuk Chen Fook Wah ("DCFW"), Lotus Way Sdn Bhd ("Lotus Way"), Liberty Alliance (M) Sdn Bhd ("Liberty Alliance") and Activest Sdn Bhd ("Activest") for the acquisition by Whitmore of an aggregate of 5,392,698 MKHOP Shares, representing 0.5% equity interest in MKHOP (excluding treasury shares), for a total cash consideration of RM3.5 million or RM0.6478 per MKHOP Share ("MKHOP Acquisition 2"); and
(iii) conditional SSA with CCSR, TSCKC, TSCLL, DCFW, Lotus Way, Liberty Alliance and Activest for the proposed acquisition by Whitmore of an aggregate of 104,433,373 MKH Shares ("MKH Sale Shares"), representing 18.1% equity interest in MKH (excluding treasury shares), for a total cash consideration of RM208.9 million or RM2.00 per MKH Sale Share ("MKH Conditional SSA") ("Proposed MKH Acquisition").
(MKH Acquisition, MKHOP Acquisition 1 and MKHOP Acquisition 2 are collectively referred to as "Acquisitions")
Upon completion of the Acquisitions, the direct shareholding of Whitmore ("Offeror") will increase from nil to 29.6% in MKH (excluding treasury shares) and from nil to 3.9% in MKHOP (excluding treasury shares), respectively. Upon completion of the Proposed MKH Acquisition, the direct shareholding of the Offeror in MKH will further increase to 47.7% (excluding treasury shares). Accordingly, pursuant to subsection 218(2) of the Capital Markets and Services Act, 2007 ("CMSA") and subparagraph 4.01(a) of the Rules on Take-overs, Mergers and Compulsory Acquisitions ("Rules"), the Offeror will be obliged to extend a conditional mandatory take-over offer ("MO") for all the remaining voting shares in MKH not already owned by the Offeror, BKB ("Ultimate Offeror") and the persons acting in concert with them ("PACs") ("MKH Offer Shares") for a cash consideration of RM2.00 per MKH Offer Share ("Proposed MO").
As such, upon the MKH Conditional SSA becoming unconditional, the Offeror will serve the notice of MO to the Board of Directors of MKH, in accordance with subparagraph 9.10(1)(b)(i) of the Rules.
Further, as at the date of the MKH Conditional SSA, MKH and its subsidiaries ("MKH Group") collectively hold 65.3% of the voting shares in MKHOP. Upon the Proposed MO becoming unconditional as to acceptances and pursuant to subsection 218(2) of the CMSA and note 3 to subparagraph 4.01(a) of the Rules, the Offeror will be obliged to undertake the MO for all the remaining voting shares in MKHOP not already owned by the Offeror, the Ultimate Offeror and the PACs as MKHOP constitutes a significant downstream company of MKH.
Further details on the Proposals are set out in the attachments below.
This announcement is dated 20 May 2026.