Eco Business Park 8 Kulai deal reaches key milestone as SPA turns unconditional, SSA becomes effective

PETALING JAYA (June 13): SD Guthrie Bhd and Eco World Development Group Bhd said the sale and purchase agreement (SPA) for the Eco Business Park 8 (EBP8) land transaction in Kulai, Johor became unconditional on Thursday, while the amended and restated shareholders’ agreement governing the joint venture took effect on the same date.

In a Bursa filing yesterday, Eco World Development Group Bhd said the SPA governing the proposed acquisition of land by Eco Business Park 8 Sdn Bhd “became unconditional on June 11, 2026”.

It added that the amended and restated share subscription agreement (SSA) “became effective on the same date”. The company described the announcement as an update to a series of “Multiple Proposals” first detailed in November and December 2025.

On the same day, SD Guthrie told Bursa Malaysia that “the SPA with EBP8 for the proposed land disposal has become unconditional on June 11, 2026,” and that the amended and restated SSA “has also become effective forthwith.”

The group referred shareholders back to its announcements dated Nov 19, 2025 and Dec 2, 2025 for the full terms of the proposed land disposal and the related subscription and shareholders’ arrangements.

EBP8 proposal and 935.241-acre Kulai land

Eco World’s Nov 19, 2025 announcement stated that the multiple proposals included a “proposed acquisition of approximately 935.241 acres of freehold land located in Mukim Kulai, Daerah Kulai, Johor by Eco Business Park 8 Sdn Bhd”. That proposal title identifies the land to be acquired by EBP8 and is expressly referenced in the June 12, 2026 filing when Eco World states that the SPA has become unconditional.

Under the same set of proposals, EBP8 was established as the vehicle through which the proposed acquisition would be undertaken. On SD Guthrie’s side, the Nov 19, 2025 filing described a proposed land disposal in Johor to EBP8, carried out via a SPA between SD Guthrie’s subsidiary and Eco Business Park 8 Sdn Bhd.

Under that structure, SD Guthrie would dispose of the Johor land to EBP8 in connection with the establishment of the joint venture.

Revised 45:45:10 ownership in EBP8

The multiple proposals also covered a subscription and shareholders’ agreement between SD Guthrie Land Ventures Sdn Bhd (SDGLV), Permodalan Darul Ta’zim Sdn Bhd (PDT) and Eco World in relation to EBP8. The original shareholding arrangements were subsequently revised and disclosed in Eco World and SD Guthrie’s December 2, 2025 announcements.

According to those December filings, the amended and restated SSA provides for SD Guthrie and Eco World to each hold a 45% stake in EBP8, with PDT holding the remaining 10%. The December announcements describe this 45:45:10 structure as replacing an earlier shareholding arrangement and form part of the same multiple proposals linked to the Kulai land acquisition.

In their June 12, 2026 announcements, SD Guthrie and Eco World confirmed that the SPA became unconditional on June 11, 2026 and that the amended and restated SSA took effect on the same date.

Governance provisions under the amended SSA

The Dec 2, 2025 filings also set out governance provisions under the amended SSA, including board composition and director appointment rights for SD Guthrie, Eco World and PDT. These governance terms were disclosed as part of the revised joint venture structure in EBP8 and take effect together with the amended SSA.

Disposal consideration and expected gain

In its Nov 19, 2025 announcement, SD Guthrie disclosed the cash consideration payable by EBP8 for the proposed land disposal in Johor, including the freehold land in Mukim Kulai identified in the multiple proposals. The filing stated that the proposed disposal was expected to result in a gain of about RM364 million after tax and transaction expenses, subject to completion and final adjustments.

In their June 12, 2026 announcements, SD Guthrie and Eco World confirmed that the SPA became unconditional on June 11, 2026 and that the amended and restated SSA took effect on the same date.

..........

Read about emerging trends, data-backed insights, growing subsectors, and expert commentaries in EdgeProp print. Subscribe now for your free copy!