NCT Alliance's major shareholders to inject industrial park developer for RM490 mil in shares, RCPS

• The property developer inked a conditional share sale agreement with the Yap brothers, executive chairman and managing director Datuk Seri Yap Ngan Choy and executive director Datuk Yap Fook Choy, to acquire the entire equity interest in NCT World Sdn Bhd.

KUALA LUMPUR (Aug 21): NCT Alliance Bhd (KL:NCT) is to acquire its major shareholders’ industrial park developer firm for RM490.26 million in shares and redeemable convertible preference shares (RCPS) to expand its development portfolio into industrial properties.

The property developer inked a conditional share sale agreement with the Yap brothers, executive chairman and managing director Datuk Seri Yap Ngan Choy and executive director Datuk Yap Fook Choy, to acquire the entire equity interest in NCT World Sdn Bhd.

NCT World is the developer of NCT Smart Industrial Park in the Integrated Development Region in South Selangor, and NCT InnoSphere within the Delapan Special Border Economic Zone, Kedah, according to the group’s bourse filing on Thursday.

The RM490.26 million consideration is to be satisfied via the issuance of up to 104.17 million new NCT Alliance shares and 917.2 million new RCPS, both at 48 sen apiece.

The deal could see Ngan Choy and Fook Choy control as much as 70.63% in the listed company, upon full conversion of the RCPS.

The proposal is subject to non-interested shareholders’ approval at an extraordinary general meeting to be convened. BDO Capital Consultants Sdn Bhd has been appointed to advise non-interested shareholders.

Ngan Choy owns an 80% stake in NCT World, while Fook Choy holds the remaining 20%.

Ngan Choy and Fook Choy are both major shareholders of NCT Alliance via private vehicle YBG Yap Consolidated Sdn Bhd, which holds a 48.35% stake in the group. Ngan Choy also holds a direct stake of 3.16%, while Fook Choy has a direct stake of 2.04%. 

The share issuance will bump Ngan Choy’s direct stake in the group to 10.63%, Fook Choy’s to 3.78%, while YBG Yap Consolidated’s stake will be diluted to 43.65%.

Meanwhile, upon full conversion of the RCPS, Ngan Choy’s direct stake would rise to 31.41%, Fook Choy’s to 8.64%, while YBG Yap Consolidated’s stake would be diluted to 30.58%.

NCT Alliance said the acquisition offers the group an opportunity to expand its development portfolio from its current residential and commercial developments into industrial park and industrial properties.

“The proposed acquisition is aligned with the group’s strategies as it will enable the group to tap into NCT World’s projects, which have a total estimated gross development value of approximately RM4.81 billion to be developed over a period of six years,” it noted.

On why the group opted to satisfy the acquisition consideration in shares, NCT Alliance said this was to preserve cash reserves for ongoing and future development projects.

Subject to approvals, the acquisition is expected to be completed by the fourth quarter of 2025, NCT Alliance noted.

Shares in NCT Alliance ended one sen or 2.11% higher at 48.5 sen, valuing the group at RM946.28 million.

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