EWI Capital to seek shareholder approval for A$32 mil Macquarie Park land disposal; independent adviser recommends in favour

PETALING JAYA (June 5): EWI Capital Bhd (formerly known as Eco World International Bhd) is seeking shareholder approval to dispose of its Australian land asset in Macquarie Park, New South Wales, for a cash consideration of A$32 million (approximately RM90.65 million), with its independent adviser having concluded that the proposed disposal is fair and reasonable and not detrimental to the interests of non-interested shareholders.

It said, in a Bursa filing yesterday, that the proposed disposal entails the sale of a 100% equity interest in Eco World (Macquarie) Pty Ltd (EW Macquarie), which holds a plot of land at 1-3 Lachlan Avenue, Macquarie Park, NSW 2113, by Fortune Quest Group Ltd, a wholly-owned subsidiary of EWI Capital, to Versione Node Sdn Bhd. 

An extraordinary general meeting (EGM) to seek shareholder approval has been convened for June 22, 2026 at Tropicana Golf & Country Resort, Petaling Jaya.

Asset and pricing background

The Macquarie Park land is located in close proximity to Macquarie Centre, Macquarie University and the Macquarie University Metro Station. 

Although development approval for a 123-unit residential apartment scheme was obtained on Feb 27, 2023, EW Macquarie has not commenced main construction works, as rising construction material and labour costs have affected the commercial viability of the project.

The disposal consideration of A$32 million was arrived at through a competitive two-stage expression of interest exercise facilitated by Savills Australia Pty Ltd, which attracted four bids. One bidder subsequently withdrew, and another was excluded due to uncertain and unusual terms. 

The selected offer from Versione Node was the higher of the remaining two bids, exceeding the competing offer of A$28 million by A$4 million. No base value was set and no exclusivity was granted during the process.

The disposal consideration is consistent with the market value of A$32 million ascribed by the independent valuer as at March 4, 2026, using the market approach (comparable transactions) as the primary valuation method. 

The residual method was applied as a secondary cross-check and produced a lower indicative value of A$25 million, reflecting conservative assumptions adopted for construction costs, financing costs and developer margins under current market conditions.

Related-party transaction

The proposed disposal is a related-party transaction pursuant to Paragraph 10.08 of Bursa Malaysia's Main Market Listing Requirements, as Versione Node is a jointly-owned entity with interest connected to EW Bhd, a major shareholder of EWI Capital. 

Specifically, Versione Node is 50% owned by Ascension Synergy Sdn Bhd, a wholly-owned subsidiary of EW Bhd, and 50% by JLG Land Macquarie Park Sdn Bhd, a subsidiary of JLG Land Bhd.

Settlement and utilisation of proceeds

A deposit of A$4.8 million was paid on March 20, 2026. The balance of A$27.2 million is payable upon completion. 

Of the total proceeds, A$11.09 million will be applied immediately towards surcharge purchaser duty and surcharge land tax imposed by Revenue NSW, following the revocation of surcharge exemptions previously granted to EW Macquarie. 

The remaining A$20.6 million (approximately RM58.35 million) will be applied within two months to repay an existing financing facility.

The group said the repayment is expected to result in annual interest cost savings of approximately A$1.44 million, based on an estimated interest rate of 7% per annum, and will improve the group's gearing ratio from 0.28 times to 0.20 times.

Rationale and strategic context

EWI Capital stated that the proposed disposal forms part of a broader strategic repositioning towards an investment-holding model focused on generating nearer-term and recurring income. 

The group previously announced its participation as an anchor investor in a fund targeting Australian prime office assets, which the group said is expected to deliver an internal rate of return of at least 10% per annum and cash-on-cash yields of 7%–8% per annum.

The proposed disposal is expected to result in an estimated loss on disposal of approximately A$4.73 million. EW Macquarie recorded losses in each of the three financial years ended Oct 31, 2023 to 2025. 

The group said the disposal allows it to exit a loss-making subsidiary, eliminate ongoing holding costs and redeploy capital into investments with more immediate returns.

Independent adviser and board recommendation

MBSB Investment Bank Bhd, appointed as independent adviser on Jan 15, 2026, concluded that the proposed disposal is fair and reasonable and not detrimental to the interests of non-interested shareholders of EWI Capital, and recommended that non-interested shareholders vote in favour of the resolution at the forthcoming EGM.

The board and audit committee of EWI Capital likewise concluded that the proposed disposal is fair, reasonable, on normal commercial terms, not detrimental to the interests of non-interested shareholders and in the best interest of the company, and recommended that shareholders vote in favour.

The proposed disposal is subject to approval by non-interested shareholders at the EGM on June 22, 2026 and any other relevant regulatory approvals. Subject to these approvals, the disposal is expected to be completed in the second half of calendar year 2026.

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