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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS KGW GROUP BERHAD ("KGW" OR "COMPANY") - PROPOSED ACQUISITION OF 42 UNITS OF USED PLANTS AND MACHINERIES BY KGW GLOBAL SOLUTIONS SDN. BHD., A 51%-OWNED SUBSIDIARY OF KGW

KGW GROUP BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
KGW GROUP BERHAD ("KGW" OR "COMPANY")
- PROPOSED ACQUISITION OF 42 UNITS OF USED PLANTS AND MACHINERIES BY KGW GLOBAL SOLUTIONS SDN. BHD., A 51%-OWNED SUBSIDIARY OF KGW

(For consistency, the abbreviations used throughout this announcement shall have the same meanings as defined in the announcement dated 10 December 2025 in relation to the Proposed Acquisition (“Announcement”), where applicable, unless stated otherwise or defined herein.)

 

Further to the Company’s Announcement dated 10 December 2025, the Board wishes to provide further information as follows:

 

(i)   Based on the representation of the management of Ability Global, as the plants and machineries were acquired between 2019 and 2025, the net book value for the plant and machineries based on Ability Global’s audited financial statements for the financial year ending 31 December 2025 is not available.

 

(ii)  With reference to Section 2.2 of the Announcement and based on the valuation report dated 13 June 2025, the market value of the used plant and machineries was RM1,739,000 as appraised by CCO & Associates, an independent firm of valuers, as at 14 May 2025, being the date of the valuation.

 

The market value appraised by the valuer was based on the comparison method of valuation as the main approach, by comparing the recent transactions as well as asking prices involving similar vehicles in the domestic and international markets having compatible certification, facilities, size, engine capacity and electronic equipment on board, and etc. In addition, the valuer has also adopted the depreciated replacement cost method of valuation, by estimating the current new replacement cost of the plant and machineries, less the accrued depreciation for age and obsolescence. 

 

In appraising the market value for the plant and machineries, the valuer adopted adjustments for amongst others, age, intensity of use of the plant and machineries, estimated lifespan, present physical condition, availability of spare parts/replacement, current prices of new models as well as second hand prices of similar models, to arrive at the acceptable degree of comparability and the value of the plant and machineries.

 

(iii) With reference to Section 2.6 and Section 3.3 of the Announcement, apart from the rental payable to Owner for the rental of the Second Batch Plants, there are no liabilities, contingent liabilities and guarantees, to be assumed by the Group pursuant to the Proposed Acquisition.

 

(iv) With reference to Section 3.3 of the Announcement, unless otherwise terminated in accordance with the Agreement, upon the complete delivery of possession, the Purchaser shall pay the Owner the monthly rental fees for the Second Batch Plants at the rate of RM3,500.00 per set with total 3 sets of the plants, totaling RM10,500.00 per month until the Second Completion Date.

 

The Second Batch Plants comprises 3 prime movers and 18 trailers. The rental for each set of plants as stated in the above, shall consist of 1 prime mover and 6 trailers.

 

(v) Further to Section 5 of the Announcement, other risks arising from the Proposed Acquisition includes:

 

(a) Financing risk

 

As stated in Section 2.5 of the Announcement, the Purchase Consideration is intended to be funded via a combination of internally generated funds and/or bank borrowings. There can be no assurance that the Group will be able to secure the required funding or financing on terms favourable to the Group. Any utilisation of banking facilities may expose the Group to interest rate and debt servicing risks and may be subject to financial and operational covenants which could restrict the Group’s operational flexibility. Conversely, the utilisation of internal funds may reduce the amount of funds available for working capital purposes and other operational requirements, potentially impacting the Group’s liquidity position. 

 

The Group’s ability to meet its financial obligations in relation to the Proposed Acquisition will depend on the successful implementation of its business strategies and the generation of adequate cash flows in the future. Nonetheless, the Group remains vigilant of the associated financing risks and will adopt prudent financial management practices, including the continuous monitoring and management of the Group’s liquidity position and credit exposure on an ongoing basis.

 

(b) Acquisition risk

 

While the Proposed Acquisition is expected to enhance the Group’s future earnings, there is no assurance that the anticipated benefits from acquiring the plant and machineries will materialise, nor that the Group will be able to generate the expected level of returns from their utilisation. Nonetheless, the Group will mitigate these risks through planned operational monitoring, optimising deployment of the acquired plant and machineries, to support the realisation of the anticipated returns.

 

Save as disclosed in Section 5 of the Announcement and above, the Board does not foresee any other specific risk factors arising from the Proposed Acquisition. These risks are addressed as part of the ordinary course of business and are not expected to represent new risks to the Company’s operations.

 

This announcement is dated 12 December 2025.






Announcement Info

Company Name KGW GROUP BERHAD
Stock Name KGW
Date Announced 12 Dec 2025
Category General Announcement for PLC
Reference Number GA1-11122025-00025