TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS WILLOWGLEN MSC BERHAD ("WMSC" OR THE "COMPANY") (I) PROPOSED WMSB DISPOSAL; (II) PROPOSED WSPL DISPOSAL; AND (III) PROPOSED CHANGE OF NAME COLLECTIVELY REFERRED TO AS "PROP

WILLOWGLEN MSC BERHAD ("WMSC" OR THE "COMPANY")

(I)      PROPOSED WMSB DISPOSAL;
(II)     PROPOSED WSPL DISPOSAL; AND
(III)    PROPOSED CHANGE OF NAME

COLLECTIVELY REFERRED TO AS "PROPOSALS"

Reference is made to the Company's announcement dated 1 April 2026 ("Initial Announcement"). Unless otherwise defined, the definitions used throughout this announcement shall have the same meaning as those used in the Initial Announcement.

Further to the Initial Announcement, on behalf of the Board, Kenanga IB wishes to announce that the Company had on 10 June 2026 entered into the following supplemental documents with the following parties:

(i)       the supplemental agreement in respect of the SPA 1 with Elixir II;

(ii)      the termination letter agreement in respect of the Option Agreement with Elixir II;

(iii)      the supplemental agreement in respect of the SPA 2 with Elixir I and Elixir II;

(iv)     the supplemental agreement in respect of the SHA with Elixir I, Elixir II, PME, Tan Keng Hwee, Xia Bofeng and Phua Koon Teck; and

(v)      the supplemental agreement in respect of the MSA with WSPL,

(collectively, the "Supplemental Documents").

Pursuant to the Supplemental Documents, the parties have agreed to, amongst others, the following key variations:

(i)       the Proposed Provision of Financial Assistance is no longer required as the consideration payable under the SPAs and Option Agreement will be fully satisfied by Elixir II without requiring the Proposed Provision of Financial Assistance; and

(ii)      the Option Agreement will be terminated, and the Proposed WMSB Disposal will be revised such that it involves the disposal of 100% equity interest in WMSB (instead of 25%). Accordingly, the purchase consideration for the Proposed WMSB Disposal will be revised from RM10.0 million for the 25% equity interest in WMSB (payable on the closing date of SPA 1) to RM40.0 million for the 100% equity interest in WMSB, comprising:

1. RM25,000,000 payable on the closing date of SPA 1; and

    

2. RM15,000,000 payable on the earlier of (i) the date falling one year after the closing date of SPA 1; or (ii) the date falling 90 days after the finalisation of the audited accounts of WMSB for the financial year 2026. Elixir I and PME also undertake to procure and ensure the payment of this amount by Elixir II.

Further details on the key amendments and variations pursuant to Supplemental Documents are set out in the attachment below.

This announcement is dated 10 June 2026.
 

Attachments

WMSC - Supplemental Announcement.pdf
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