KUALA LUMPUR (Oct 22): Ancom Nylex Bhd (KL:ANCOMNY) said it has signed a second supplemental agreement with its 33.96%-owned subsidiary Ancom Logistics Bhd (KL:ANCOMLB), Greenheart Sdn Bhd and other vendors to revise the terms of their proposed reverse takeover (RTO) involving Green Lagoon Technology Sdn Bhd.
Under the latest agreement, the parties have agreed to exclude the proposed private placement and proposed subscription from the list of transactions under the original heads of agreement (HOA) signed on April 22, 2024 and the first supplemental agreement dated April 21, 2025.
The second supplemental agreement also amends the conditionality of the proposals and extends the effective term of the HOA until Dec 31, 2026, or such later date as may be mutually agreed by the parties.
“The parties have mutually agreed to remove the proposed private placement and proposed subscription as part of the proposals. Accordingly, the relevant clauses have been deleted in their entirety,” Ancom Nylex said in a filing with Bursa Malaysia on Wednesday (Oct 22).
As a result, the proposed RTO is now inter-conditional only on the proposed acquisition, proposed exemption and proposed disposal, compared to five conditions previously that included the private placement and the share subscription.
The company said the second supplemental agreement supersedes the earlier arrangements where Ancom Nylex had been slated to subscribe for 145,685 new Green Lagoon shares for RM12 million, representing a 10% stake, and separately, to inject up to RM10 million into Ancom Logistics via a private placement of 83.33 million shares.
The new agreement follows the conditional subscription agreement signed on the same date for Ancom Nylex to subscribe for 2.7 million new Green Lagoon shares worth RM22 million, which will give it a 16.92% equity interest in Green Lagoon upon completion by Dec 31, 2025.
The April 2024 HOA had outlined an RTO structure that would see Ancom Logistics acquire 100% of Green Lagoon for RM120 million, to be satisfied via the issuance of one billion new shares at 12 sen apiece.
It also proposed the disposal of Ancom Logistics’ subsidiaries to Ancom Nylex and a private placement to Ancom Nylex of up to 183.33 million shares for RM22 million.
The subsequent April 2025 supplemental agreement had revised the terms to include a smaller RM10 million private placement, an RM12 million direct subscription into GLTSB, and an extension of the HOA validity until Dec 31, 2025.
On Tuesday, Ancom Nylex reported that its net profit for the first quarter ended Aug 31, 2025 (1QFY2026), rose 51.96% year-on-year to RM20.07 million despite lower revenue of RM447.36 million, thanks to improved margins and cost efficiencies.
The group said it remains vigilant amid global trade tensions and domestic inflation risks, noting that its chemical business restructuring is part of ongoing efforts to streamline operations and unlock shareholder value.
Shares in Ancom Nylex slipped 0.5 sen or 0.53% to close at 93.5 sen on Wednesday, valuing the company at RM1.11 billion.