Thursday 08 Oct 2026
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This article first appeared in The Edge Malaysia Weekly on June 1, 2026 - June 7, 2026

THE growing resentment among a group of shareholders of Hektar Real Estate Investment Trust (KL:HEKTAR) (Hektar REIT) is likely to come out in the open when the company seeks stakeholders’ approval to acquire an international school linked to former corporate kingpin Tan Sri Halim Saad.

Signs of shareholder dissent against certain management decisions at Hektar REIT, a company that primarily owns several retail properties and is gradually expanding into the ownership and leasing of colleges and an international school, first surfaced a year ago.

During the annual general meeting in May last year, shareholders holding 257 million units, representing 36% of the company, rejected a resolution that allowed the REIT to issue new units amounting to 20% of its existing units.

This year, a similar resolution was tabled at the shareholders’ meeting in April. It was rejected again, with some 284 million units, representing about 40% of the company, voting against the proposal.

Meanwhile, those voting in favour of the resolution remained almost unchanged at about 20% of the company, representing 139 million units.

Sources say a group of shareholders opposed the acquisition of a string of assets ultimately linked to Kolej Yayasan Saad, founded by Halim.

“In the last three years, Hektar has acquired two assets from Kolej Yayasan Saad. Last week, it proposed another acquisition involving an international school,” a source tells The Edge.

Hektar REIT’s acquisition of assets tied to Kolej Yayasan Saad began in 2023, when it first proposed acquiring Kolej Yayasan Saad in Melaka.

In 2024, Hektar REIT completed the acquisition of Kolej Yayasan Saad Sdn Bhd from KYS College Sdn Bhd (KCSB) for RM148.5 million cash. Shareholders approved the deal with an overwhelming majority.

In July last year, Hektar REIT entered into an agreement with KCSB to acquire two parcels of land measuring more than 41 acres for RM40 million cash. This land is located next to Kolej Yayasan Saad.

According to Hektar REIT, the rationale for acquiring the land was to protect the interests of Kolej Yayasan Saad and reserve the land for future expansion.

“The purchase of the land in Melaka did not require shareholder approval. It was concluded earlier this month. Just two weeks after the deal was completed, Hektar REIT proposed another transaction involving KCSB assets.

“The latest proposal would require shareholder approval. That will be a test for the dissenting shareholders who are unhappy with the company’s acquisition of assets linked to Kolej Yayasan Saad,” says the source.

In the latest deal announced two weeks ago, Hektar REIT proposed acquiring an international school in Kuala Lumpur for RM125 million. The acquisition will be funded through RM106.6 million in cash and the remainder through the issuance of Hektar REIT units.

The international school, KYS KL East International School, was established in 2023 and caters to pre-school, primary and secondary education up to Year 11. The facility sits on 9.5 acres of land leased for 30 years and is expected to accommodate up to 1,300 students upon full completion of all the buildings.

The buildings are being developed in three phases, and so far only Phase 1, which caters to pre-school students, has been completed.

“The facility only started operations three years ago. There is still a long way to go before it can realise its full potential. The view among the dissenting shareholders is that there is no urgency to undertake the transaction,” says a source.

Legal suit involving Hektar Klasik

Halim’s name does not appear anywhere as a shareholder of Hektar REIT. However, he has staked a claim on Hektar Asset Management Sdn Bhd, which manages Hektar REIT and all its assets and acquisitions.

The key figure linked to the companies associated with Hektar REIT is the late Datuk Jaafar Abdul Hamid.

Records show that Hektar Asset Management is owned by Hektar Klasik Sdn Bhd, which in turn was owned by Jaafar. He was formerly the managing director of United Engineers Malaysia Bhd (UEM) and several other companies under Halim in the heyday of the Renong-UEM group, Malaysia’s largest conglomerate in the 1990s.

UEM is the company that built the North-South Expressway. Both Renong and UEM were taken over by Khazanah Nasional Bhd in 2001. Halim, a protégé of former finance minister Tun Daim Zainuddin, later sued the government for inadequate compensation but failed in his claim.

After Renong-UEM, Halim ventured into the oil and gas industry through Markmore Energy (Labuan) Ltd, which owns an oilfield in Kazakhstan.

Kolej Yayasan Saad is an educational institution established by Halim many years ago in Melaka during his tenure as the major shareholder of Renong and UEM. In the 1990s, the Renong-UEM group secured major government projects and held stakes across sectors ranging from banking to telecommunications and public infrastructure.

Jaafar died in 2017. Even after his death, he remained listed  as the owner of Hektar Klasik, which controls Hektar Asset Management, the manager of Hektar REIT.

In 2024, his son, Jazelan Firhan Jaafar, claimed ownership of Hektar Klasik, a claim disputed by Halim. The suit is currently pending in court.

According to court documents, Halim says Jaafar merely acted as a proxy in managing Hektar Klasik on his behalf. Halim further asserts that Jazelan’s claim of being the legal beneficiary of Hektar Klasik is fundamentally flawed and inconsistent with the nature of the arrangement between Jaafar and himself.

Interestingly, Jaafar was also a substantial shareholder of Hektar Black Sdn Bhd, a major shareholder of Hektar REIT. Jaafar’s stake in Hektar Black is not part of the ongoing legal dispute.

Who controls Hektar REIT?

The shareholding structure of Hektar REIT is widespread, with no clear controlling shareholder. Based on the latest Bursa Malaysia filings, the largest shareholder is Hektar Black, with a 15.8% stake. A substantial portion of the units is pledged with Kenanga Nominees.

The second-largest shareholder is Upayapadu (M) Sdn Bhd, controlled by Datuk Seri Dr Wong Yeon Chai. Little is publicly known about Wong. However, Upayapadu has been steadily increasing its stake in Hektar REIT over the last few months to 10.815% as at May 29. 

The third-largest shareholder is Datuk Eddie Ong, who holds a 7.7% stake. Ong is also a substantial shareholder of KIP Real Estate Investment Trust (KL:KIPREIT). Other shareholders hold relatively small stakes, with Kenanga Investment leading the group with 5%.

The entry cost for most shareholders is believed to be above Hektar REIT’s current market price of 43 sen, which reflects the company’s performance. In the financial year ended Dec 31, 2025 (FY2025), Hektar REIT declared a dividend per unit of 2.18 sen, representing a yield of just under 5%. However, in terms of return on net assets per unit, it remains one of the weakest performers among retail REITs.

According to sources, the key to influencing changes at Hektar REIT is Hektar Asset Management, which receives management fees and oversees all assets under the REIT.

“Anyone seeking to change things at Hektar REIT would need to gain control of Hektar Asset Management. Hektar Asset Management was appointed by the board of Hektar REIT,” says a source.

Hektar REIT owns several prime assets with redevelopment potential, including Subang Parade in Subang Jaya, Selangor, and Mahkota Parade in Melaka.

Subang Parade is a low-density retail mall considered ripe for redevelopment. According to Hektar REIT’s annual report, it was acquired for RM280 million and is now valued at RM441 million. Mahkota Parade is currently valued at RM345 million compared with its acquisition cost of RM232 million. It is understood that Mahkota Parade has the potential for expansion and is the largest contributor to Hektar REIT’s bottom line.

Justification for acquisition of international school

Two weeks ago, Hektar Real Estate Investment Trust (KL:HEKTAR) (Hektar REIT) proposed the acquisition of an international school from the Kolej Yayasan Saad group. The targeted acquisition is KYS KL East International School (KYSKLEIS) while the vendor is KYS College Sdn Bhd (KCSB).

If approved by shareholders, the acquisition will mark the third deal involving the educational group founded by Tan Sri Halim Saad and Hektar REIT in just three years. In 2024, Hektar REIT acquired Kolej Yayasan Saad from KCSB and this year, it completed another transaction involving land adjacent to the college.

In response to growing concerns about the string of acquisitions and Hektar REIT’s increasing exposure to education-related assets, the management provided the following justification for the proposed deal.

The Edge: Hektar REIT recently announced the proposed acquisition of KYSKLEIS for RM125 million — the third deal in three years involving Hektar REIT and the KYS group. What is the rationale for acquiring an asset that is still in its infancy of development?

Hektar REIT: Hektar REIT’s investment in KYSKLEIS reflects a disciplined, long-term approach to portfolio diversification grounded in the structural resilience of the private education sector, the quality of the operator and the strategic strength of the location.

KYS is an established and growing operator in the K-12 private and international school segment. The school follows the globally recognised Cambridge International Curriculum, offering a structured pathway from Early Years through IGCSE, building a credible track record of academic quality and increasing enrolment demand. Strategically, the asset is situated within and anchors the KL East township by Sime Darby Property Bhd (KL:SIMEPROP). The surrounding catchment comprises high disposable income households and expanding residential communities, underpinning sustained, long-term demand for quality international education. KYSKLEIS serves as an important educational anchor within this ‘live-learn-shop’ ecosystem.

Financially, the transaction is structured as a sale-and-leaseback on a triple net basis with KCSB continuing to manage the school under a long-term sub-lease. The lease incorporates a 10% rental escalation every three years, providing Hektar REIT with contractually secured, inflation-linked income growth. The acquisition is expected to generate an initial net rental yield of 6.7% upon completion of the new building, and an average net yield of about 8.87% over the initial 30-year lease term.

While the school continues to scale up operationally, the income structure provides near-term income visibility. Upon full completion, the acquisition will enlarge Hektar REIT’s net lettable area by 9.4% and increase total asset value by 8.6% from RM1.46 billion as at end-2025. Taken together, this acquisition is consistent with Hektar REIT’s strategy to grow a diversified, income-generating portfolio anchored by defensive, long-duration assets — evaluated on commercial merits in the best interests of unitholders.

Hektar REIT is managed by Hektar Asset Management Sdn Bhd, whose major shareholder is Hektar Klasik Sdn Bhd. Is the board of Hektar REIT aware that Hektar Klasik is the subject of a legal dispute involving Halim, who has claimed ownership of the company?

Hektar REIT remains fully focused on fulfilling its responsibilities to unitholders as the manager of the REIT, including maintaining prudent investment discipline, strong operational performance and rigorous regulatory compliance As a listed REIT, Hektar REIT operates within a robust governance framework, with oversight provided by the Board, the Trustees, and the relevant regulatory authorities — all functioning independently of shareholder-level matters pertaining to its management company.

Critically, any corporate exercise or acquisition undertaken by Hektar REIT is evaluated solely on its commercial merits, strategic rationale, and alignment with the interests of unitholders, independent of matters relating to shareholders outside the REIT structure. Hektar REIT continues to adhere to all applicable governance and disclosure requirements under the relevant regulatory framework. Accordingly, we are unable to comment further on matters outside the scope of Hektar REIT’s operations and disclosures.

Is KCSB linked to Halim?

The transaction is subject to all applicable governance processes, regulatory requirements, oversight frameworks governing Hektar REIT and ultimately unitholders’ approval, ensuring that the interests of all unitholders are appropriately safeguarded. The acquisition of KYSKLEIS is deemed a related-party transaction, as disclosed in Section 8 of Hektar REIT’s Bursa Malaysia announcement. The proposed acquisition was evaluated on the commercial merits of the transaction, including the addition of a resilient asset class to the REIT’s portfolio, the long-term lease structure, contractually secured income visibility, the asset’s strategic location in the KL East township and the operational fundamentals of KYS as an established educational operator.

 

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