(Unless otherwise stated, all defined terms used in this announcement shall have the same meaning as those defined in the announcements dated 10 October 2024, 15 October 2024 and 23 October 2024 in relation to the Share Subscription.)
We refer to the announcements dated 10 October 2024, 15 October 2024 and 23 October 2024 in relation to the Share Subscription.
On 23 October 2024, the Company announced that the Share Subscription was completed on even date in accordance with the terms of the SSA. Accordingly, Sediacom is currently a 51%-owned subsidiary of the Company.
Pursuant to the SSA, the Guarantors have provided guarantee and undertake that Sediacom shall achieve the Minimum PAT i.e. RM6.0 million, within the Guaranteed Period, failing which, MTG is entitled to exercise a put option which will require the Guarantors to purchase the Subscription Shares at the Option Price. Such option will remain exercisable for one (1) year from the Option Period where the Option Price shall be payable within one (1) year from the exercise date in such manner to be agreed by MTG and the Guarantors. For avoidance of doubt, the put option shall lapse upon expiry of the Option Period.
Notwithstanding, based on the audited financial statements of Sediacom for the FYEs 2024 and 2025, Sediacom recorded an aggregate loss after tax of RM5.0 million and, accordingly, did not meet the Minimum PAT during the Guaranteed Period. The shortfall of the Minimum PAT was primarily due to the timing difference of revenue recognition from Sediacom's projects and the longer gestation period required for certain business expansion initiatives undertaken by Sediacom during the Guaranteed Period.
In view of the above, the Company and the Guarantors have mutually agreed for an extension of the Guaranteed Period of three (3) years, up to the FYE 2028 ("Extended Guaranteed Period") via a supplemental letter dated 25 May 2026 ("Extension"). Accordingly, the Option Period shall be revised to a period of up to one (1) year from the date of finalisation of the audited financial statements of Sediacom for the FYE 2028.
The rationale for the Extension is to provide Sediacom additional time to achieve the Minimum PAT, taking into account the anticipated contributions from its existing projects, current order book, participation in ongoing and upcoming tender opportunities, as well as its operational expansion initiatives.
After having considered all aspects in respect of the Extension, the Board is of the opinion that the Extension is reasonable and in the best interest of the Group.
This announcement is dated 25 May 2026.