(For consistency, the abbreviations used throughout this announcement shall have the same meanings as defined in the announcement dated 19 March 2026 in relation to the Subscription, where applicable, unless stated otherwise or defined herein.)
Further to the announcement made on 19 March 2026, the Board of Directors of Timberwell Berhad wishes to disclose the additional information as listed below.
TPlywood has two shareholders, namely the Company and Victarget Sdn. Bhd. ("Victarget"). Before the Company subscribed to an additional 10.77% equity interest in TPlywood, it had acquired 8.15% equity interest in TPlywood from Victarget to offset debts of RM2,445,000 owed by Victarget to the Company, at an issue price of RM1.00 per share on 25 August 2025. Following the completion of this transaction, TPlywood had become a 67.32% owned subsidiary of the Company. The percentage ratio applicable to the above-mentioned acquisition was 4.0% pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements.
The issued share capital of TPlywood has been increased from RM30,000,000 comprising 30,000,000 ordinary shares to RM44,750,000 comprising 44,750,000 ordinary shares, following the completion of the Subscription, which was approved and allocated to the Company on 24 March 2026.
The Subscription involves the issuance of 14,750,000 new ordinary shares at an issue price of RM1.00 per share, satisfied via the capitalisation of quasi-equity owing by TPlywood to the Company amounting to RM14,750,000. The Subscription price of RM1.00 per share was determined on a par value / nominal value basis, after taking into consideration:
- the historical cost of investment and funding extended by the Company to TPlywood;
- the nature of the quasi-equity, which is interest-free, unsecured and repayable on demand, and regarded as long-term capital support; and
- the objective of strengthening TPlywood's capital structure by converting liabilities into equity.
The Subscription enables the Company to strengthen TPlywood's financial position by reducing its liabilities, enhance its capital base to support future operational and strategic plans, and increase its equity interest in TPlywood from 67.32% to 78.09%.
The Subscription is not expected to have any immediate material impact on the gearing of the Group.
There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Company, arising from the Subscription.
The Subscription is expected to improve TPlywood's financial position and capital structure, thereby placing it in a better position to support any future business opportunities and operational requirements as and when they arise.
The Subscription is not subject to the approval of the shareholders of the Company or any relevant authorities.
The Subscription will not have any effect on the issued share capital of the Company and substantial shareholders' shareholdings as the Subscription does not involve any issuance of new ordinary shares in the Company.
Having considered all aspects of the Subscription, the Board is of the opinion that the Subscription is in the best interest of the Company.
Barring any unforeseen circumstances, the Subscription is expected to be completed by the first quarter of year 2026.
This Announcement is dated 27 March 2026.