KUALA LUMPUR (Sept 30): Vestland Bhd (KL:VLB), which listed on Bursa Malaysia less than three years ago, has received a mandatory takeover offer from its major shareholders at 34 sen per share, or more than a 32% discount to its market price.

The mandatory general offer (MGO) was triggered after three shareholders holding over a 70% stake in the construction company — including group MD and its largest shareholder Datuk Liew Foo Heen — inked a shareholders' agreement and established a "concert party relationship" with respect to Vestland on Wednesday.

The shareholders' agreement was inked between Liew, Vestland executive director Wong Sai Kit, as well as Vestland's second largest shareholder Noble Pinnacle (Holding) Sdn Bhd (NPH) and NPH's owner Datuk Soo Sze Ching.

The shareholders' agreement sought to "regulate their rights and obligations with one another as shareholders of Vestland", and to govern the management and general conduct of certain matters in respect of the group, Vestland said in a filing.

Part of the agreement sees Liew and Wong selling 30.69 million shares or a 3.25% stake to NPH for RM10.43 million or 34 sen per share, raising the latter's stake to 33.05%.

NPH's stake raise follows its entry into Vestland in November last year, after acquiring a 29.8% stake from Woo via an off-market disposal. Liew, Wong and NPH, together with parties acting in concert, intend to maintain Vestland's listing status, according to the company filing.

The acquisition price of 34 sen per share, which represents a 32.7% discount to Vestland's closing price of 50.5 sen, was also offered to remaining shareholders of Vestland after the MGO was triggered.

NPH's owner Soo also holds a direct stake of 0.12%, with deemed interest of another 0.03% via Noble Pinnacle Sdn Bhd.

Vestland listed at 33 sen per share in January 2023. The construction group's annual net profit grew an average of 63% between 2022 and 2024.

For the first half of 2025, its net profit grew 14.5% year-on-year to RM18.5 million or 1.96 sen per share, as revenue rose 36.5% to RM370.58 million, from RM271.5 million in 1H2024.

Shares of Vestland settled at 50.5 sen on Wednedsay, giving the group a market capitalisation of RM472.29 million and a trailing price-to-earnings ratio of 11.67 times.