1.0 Introduction

Gagasan Nadi Cergas Berhad (“GNCB” ) is pleased to announce that its wholly-owned subsidiary, GNCB Capital Sdn Bhd (“GNCB Capital” or the “Issuer”) had on 26 November 2025 lodged the required information and relevant documents relating to the Sukuk Wakalah Facility with the Securities Commission Malaysia (“SC”) pursuant to the Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework (issued by the SC on 9 March 2015, effective on 15 June 2015 and revised on 5 February 2024, as may be further amended, revised and/or substituted from time to time) (“LOLA Guidelines”).

2.0 Details of the Sukuk Wakalah Facility

The Sukuk Wakalah Facility will provide GNCB Capital the flexibility to raise funds through the issuance of Sukuk Wakalah of up to RM330.0 million in nominal value. The Sukuk Wakalah Facility has been structured with a tenure of up to twelve (12) years and each tranche of the Sukuk Wakalah to be issued shall have a tenure of at least one (1) year and up to twelve (12) years provided that each tranche of the Sukuk Wakalah shall mature on or prior to the expiry of the tenure of the Sukuk Wakalah Facility. The issuance of the Sukuk Wakalah shall be made within ninety (90) business days from the date of lodgement with the SC (or such other extended dates approved by the SC).

The Sukuk Wakalah Facility is secured and is unrated.   

The Sukuk Wakalah are denominated in Ringgit Malaysia and are tradable and transferable. 

3.0 Utilisation of Proceeds   

The proceeds raised from the Sukuk Wakalah issued under the Sukuk Wakalah Facility shall be utilised by the Issuer for the following Shariah-compliant purposes: 

(i) Shariah-compliant intercompany advances to Sasaran Etika Sdn Bhd (“SESB”) and Naluri Etika Sdn Bhd (“NESB”) for prepayment of existing conventional bonds and Islamic financing facilities and general corporate purposes, comprising distribution ultimately to GNCB to part-fund the acquisition of the partial or entire equity interests in Serata Ehsan Sdn Bhd and Seri Delima Anggun Sdn Bhd by GNCB, and working capital requirement of their property development business, specifically for the development of their affordable housing projects; and 

(ii) Pre-funding of the relevant reserve requirements, any transaction fees and other expenses.

4.0 Advisers 

Maybank Investment Bank Berhad is the Principal Adviser, Lead Arranger and Lead Manager for the Sukuk Wakalah Facility. 

Maybank Islamic Berhad is the Shariah Adviser for the Sukuk Wakalah Facility.   

This announcement is dated 26 November 2025.