Deals of 2024: Boustead Plantations’ Privatisation Delivers a Windfall for Minority Shareholders

A notable shift in Malaysia’s private market landscape unfolds as minority shareholders in Boustead Plantations Bhd (BPlant) secure a meaningful exit through a privatisation priced at RM1.55 per share, a premium to the company’s asset base and historical trading levels. In a separate but equally influential move, GHL Systems Bhd (GHL), a payments technology company, was privatized by NTT Data Japan Corp (NTTD Japan), a subsidiary of Nippon Telegraph and Telephone Corp (NTT), at a price that reflected a premium to recent trading levels and signaled a strategic thrust by a major Asian technology player into Southeast Asia’s rapidly evolving payment ecosystem. Together, these transactions underscore how major investors are repositioning ownership in strategic Malaysian subsidiaries, aligning with longer-term capital expenditure and regional growth ambitions, while delivering defined benefits to minority shareholders who had faced extended periods of volatility and limited liquidity.

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Boustead Plantations Privatisation: History, valuation, and minority exit

Boustead Plantations Bhd has long been cast in the spotlight as a vertically integrated plantation company that required substantial reinvestment to sustain yields and competitive positioning in an intensively capital-intensive industry. The privatisation of BPlant emerged after a complex sequence of events that began with a potential partnership-driven course but ultimately culminated in a majority acquisition led by the Armed Forces Fund Board (LTAT) in collaboration with Boustead Holdings Bhd, with a pivotal, initial bid from a major plantation conglomerate that briefly sought to redraw control dynamics.

The privatisation was initially seeded in August 2023 when Kuala Lumpur Kepong Bhd (KLK) and LTAT contemplated a deal at RM1.55 per share, aiming for KLK to command a 65% stake and Boustead Holdings to retain 35% of BPlant. This proposed structure would have granted KLK effective influence, leveraging its established plantation expertise, while LTAT would retain a significant role in the company’s governance through its stake. The combination of KLK’s operational proficiency with LTAT’s strategic ownership aligned with a broader objective of stabilising BPlant’s capital structure and accelerating its long-term replanting plans.

However, political and governance concerns soon emerged, and the originally proposed arrangement faced headwinds that ultimately led to the deal being scuttled. Despite KLK’s demonstrated track record as an efficient plantation group and its strategic fit with BPlant’s asset base, the emerging political climate in Malaysia introduced uncertainties that made the proposed partnership less viable. In the wake of the withdrawal of KLK as a partner, LTAT proceeded with the privatisation initiative on its own, stepping into a financing role with Boustead Holdings as a key ally in the process. The private bid was reconfigured to reflect LTAT’s standalone capacity to complete the transaction, with the objective of achieving a comprehensive buyout of the remaining public float in BPlant and delivering a clean exit for minority shareholders.

The takeover bid, structured around RM1.55 per share, represented a premium of approximately 19.2% over BPlant’s net tangible asset (NTA) per share, a metric that investors frequently rely on to gauge the underlying asset value against the market price. This premium offered minority shareholders a credible exit price in the context of BPlant’s capital-intensive business model, where significant expenditures were anticipated for replanting and other capacity enhancements. The price point, while generous relative to near-term trading levels, aimed to reflect not only the asset base but also the long-run earnings potential embedded in a replanting cycle that demands substantial reinvestment over multi-year horizons.

Analyzing BPlant’s historical price trajectory provides important context for the privatisation’s attractiveness to minority holders. In the two months leading up to the initial takeover bid, BPlant’s share price surged by roughly 142% to a record high of RM1.49 as investors anticipated a potential corporate restructuring that could unlock value through a more efficient capital structure or strategic realignment. Excluding this sharp price rally, BPlant’s five-year average price was approximately 59.2 sen between May 31, 2018 and May 31, 2023, while the ten-year average hovered around 55.9 sen. Using these historical price benchmarks, the RM1.55 offer represented a meaningful uplift above the longer-run trading levels, offering minority shareholders a credible exit with what many viewed as appealing long-term value, especially given the capital-intensive nature of replanting and the need for strategic capital for orchard renewal and modernization.

The privatisation of BPlant had its roots in a larger corporate-mobilisation that began in August 2023, when KLK and LTAT jointly pursued a bid. The plan was for KLK to exercise control over a substantial majority of BPlant, with Boustead Holdings retaining a minority stake. The arrangement, however, faced political turbulence despite KLK’s credentials as an efficient and well-regarded plantation operator. The failure of that initial bid left LTAT with the mandate to proceed alone, a scenario that brought additional complexity in terms of financing, governance, and public perception. The LTAT-Boustead approach ended up entailing LTAT, along with its wholly-owned Boustead Holdings unit, holding a combined 68% stake in BPlant before the remaining shares were bought out to complete the privatisation. This led to a substantial capital outlay, with the cost of acquiring the remaining 32% stake estimated at roughly RM1.11 billion, representing a decisive step in consolidating ownership under LTAT’s stewardship.

The October 2023 phase added a significant policy dimension to the privatisation process when then-defence minister Datuk Seri Mohamad Hasan signaled government backing for LTAT’s buyout in the form of a financial guarantee up to RM2 billion. This guarantee illustrated the government’s willingness to back strategic moves in the plantation space, particularly when LTAT’s ownership could influence national-level policy outcomes and workforce stability in a sector of critical importance to the country’s rural economy. The government’s involvement provided a degree of assurance to LTAT and other stakeholders regarding the financing availability required to execute the buyout and complete the privatisation within a defined timeline.

From a governance perspective, independent adviser Malacca Securities assessed the RM1.55 offer as “not fair” but “reasonable” under the circumstances, basing its assessment on historical trading prices and the price path since BPlant’s listing on Bursa Malaysia’s Main Market on June 26, 2014 through November 10, 2023. This differentiation between “not fair” and “reasonable” underscores a nuanced valuation view: while the price did not necessarily align with what some might regard as a pure fairness standard in the sense of a perfect benchmark against target price, it nonetheless represented a defensible exit price given the company’s capital needs and market conditions. The assessment highlighted the trade-off between minority shareholders’ desire for liquidity, the valuation of long-term growth potential, and the realities of a sector requiring substantial reinvestment to sustain yields.

In sum, the Boustead Plantations privatisation is a carefully sequenced exit that balances the interests of minority shareholders, the strategic objectives of LTAT and Boustead Holdings, and the capital expenditure requirements inherent to replanting and modernization. The RM1.55 per share offer, while presenting a premium to assets, signaled a practical and strategic resolution to a period of ownership under LTAT and Boustead Holdings that needed to align with a longer-term plan to reposition BPlant for a capital-intensive future. The strategic objective behind this privatisation is not merely a financial exit; it is a reconstitution of ownership that positions BPlant for more focused execution of its long-term plan, including portfolio renewal, efficiency improvements, and potential operational synergies with Boustead’s broader business portfolio.

What this means for minority shareholders and the market is a clearly defined exit path that balances valuation considerations with the sector’s replanting cycle dynamics. For minority holders, the offer presents a realizable liquidity event that is anchored in a price that reflects both current asset valuation and expected future cash flows from a newly concentrated ownership and strategy. For LTAT and Boustead, the privatisation consolidates control and enables more unified decision-making in a sector that remains economically sensitive to commodity cycles, international pricing, and exchange-rate movements. For the broader market, the transaction serves as a reference point for how government-linked or state-adjacent investors navigate the tension between political considerations and the need to deliver investor confidence through transparent and well-structured privatizations. It also underscores how capital-intensive industries like plantations require patient, long-horizon capital commitments to maintain competitiveness and sustainability in the face of rising replanting costs and shifting global demand dynamics.

GHL Systems Privatisation by NTTD Japan: Strategic expansion and value creation

GHL Systems Bhd represents a different axis of value creation within Malaysia’s listed landscape, focusing on financial technology and payments processing. GHL’s business model centers on facilitating merchants’ ability to accept electronic payments via a network of terminals and partnerships with global payment schemes, card issuers, e-wallet providers, telcos, and billers. The company operates a third-party acquiring business, often described as payment acquiring or transaction payment acquisition, spanning across multiple geographies, including Malaysia, the Philippines, Thailand, Indonesia, Singapore, and Australia. This geographic footprint places GHL at a critical intersection of merchant adoption of digital payments and the broader push toward cashless ecosystems in the region.

The privatisation of GHL System Bhd came to fruition through a strategic acquisition by NTTD Japan Corp, a subsidiary of the Japanese telecoms behemoth NTT. The process unfolded in several stages that culminated in a delisting of GHL from Bursa Malaysia’s Main Market on August 6, 2024, following a successful privatisation valued at RM1.2 billion. The key milestones in this sequence reveal a methodical capital reallocation that sought to consolidate GHL’s value under a global corporate umbrella with the capacity to accelerate regional expansion and enhance payment-processing capabilities across Southeast Asia and beyond.

NTTD Japan’s foray into GHL began with a major stake acquisition, culminating in ownership of 58.73% of GHL for RM724.08 million, or RM1.08 per share. This stake acquisition, completed on May 29 (date specifics as reported), from a consortium comprising Actis Stark (Mauritius) Ltd and APIS Growth 14 Ltd, alongside individual investors including Simon Loh Wee Hian and Tobikiri Capital Ltd, set the stage for a leveraged control position. After securing control, NTTD Japan extended its influence in the governance of GHL by pursuing a broader ownership position that enabled a delisting and the ability to consolidate management decisions and strategic direction under a single parent entity. It is understood that GHL, with 1.14 billion shares issued, required an additional outlay estimated at RM508.74 million to bring the remaining shares under the same ownership, enabling unconditional control.

The offer price of RM1.08 per share delivered a premium of approximately 34.5% over GHL’s one-year volume-weighted average market price at the time, a metric that investors and analysts often use to assess the attractiveness of a privatisation relative to recent performance. Independent adviser Affin Hwang Investment Bank reviewed the proposal and concluded that the offer was fair and reasonable, citing a combination of the premium to pricing benchmarks, the valuation grounded in enterprise multiples and historical price levels, and the structural advantages of delisting in a market with relatively lower liquidity and limited price discovery for a microcap entity. The adviser noted that the absence of a competing bid, the liquidity constraints, and the strategic delisting plan all contributed to the reasonableness of the offer within the context of a long-term value creation strategy for the acquirer.

NTTD Japan’s strategy in acquiring GHL is anchored in strengthening its position in the payments market across Southeast Asia, aligning with its broader objective of expanding in the Asia-Pacific region. The privatisation effectively enhances NTTD Japan’s presence in Malaysia, the Philippines, and Thailand, among other markets, as well as bolstering its capabilities in cross-border payments and merchant acquiring. The strategic logic for NTTD Japan rests on the synergies created by combining GHL’s established footprint in the ASEAN region with NTT’s global payments ecosystem, network reach, and technology capabilities. The combination is expected to improve transaction processing efficiency, expand merchant coverage, and enhance the scale and reach of payment acceptance for a broader set of card schemes, e-wallets, and alternative payment methods.

By the close of the takeover offer, NTTD Japan had secured 98.8% of GHL shares, enabling a compulsory acquisition of the remaining shares and a seamless consolidation of ownership. The compulsory acquisition was completed by September 5, marking the formal transition of GHL into a wholly owned unit of NTTD Japan. GHL’s historical trading profile, with the last traded price around RM1.08 prior to delisting and a market capitalisation in the vicinity of RM1.23 billion, reflects a market that valued the company for its growth potential rather than immediate, stand-alone cash generation. The privatisation price, therefore, signified a strategic premium to near-term valuation while also unlocking the potential for substantial long-term synergies within NTTD Japan’s payments portfolio and Asia-Pacific expansion plans.

GHL’s business model, which involves partnering with global schemes and acquiring entities to facilitate merchant card acceptance and e-payments, positioned the company as a critical node in the evolving digital payments landscape across six countries. The private equity-like backers that initially supported GHL, including Actis Stark and APIS Growth, indicated the presence of sophisticated capital investors who recognised the potential for consolidation and scale in a fragmented regional market. The privatisation by NTTD Japan, on the other hand, signified a shift from a growth-and-visibility phase to a scale-and-integration phase under a multinational corporate umbrella. This transition is expected to yield enhanced governance practices, greater investment capacity, and accelerated deployment of technology-enabled payment solutions across Malaysia and neighboring markets where cash-to-digital transitions are ongoing or accelerating.

CIMB served as the principal adviser to NTTD Japan during the GHL privatisation process, delivering guidance on valuation, deal structure, regulatory navigation, and execution strategy. Observers of the deal highlighted the transaction as a meaningful step in strengthening Southeast Asia’s payments sector, particularly by enhancing NTTD Japan’s market position in Malaysia, the Philippines, and Thailand. The privatisation aligns with NTTD Japan’s broader long-term strategy to accelerate Asia-Pacific expansion, capturing opportunities arising from rising e-commerce penetration, growing demand for secure payment processing, and the migration toward cashless economies. The strategic fit is underpinned by GHL’s established merchant network, its cross-border transaction capabilities, and its relationships with key payment processors, which can be synergistically leveraged by NTTD Japan to deliver broader payment services and integrated fintech solutions across a broader regional footprint.

From the perspective of stakeholders, the GHL privatisation offers a clear pathway for minority shareholders to exit at a premium relative to prior price levels while stabilising a company that stands to benefit from the confidentiality, capital strength, and cross-border capabilities of a multinational acquirer. The delisting removes competitive privately traded valuations but consolidates the enterprise under a globally recognized corporate umbrella with the resources to invest in technology, compliance, and geographic expansion. For the broader Southeast Asian payments market, the deal sends a signal that the sector remains highly attractive to strategic buyers seeking scale, enhanced geographic coverage, and the ability to integrate payments processing with broader digital services. The deal’s completion not only reshapes GHL’s corporate governance and strategic trajectory but also reinforces the ongoing evolution of Southeast Asia’s digital finance ecosystem, wherein cross-border investments and strategic consolidations contribute to more robust, integrated financial services platforms for merchants and consumers alike.

Implications for the market and stakeholders

The two privatisations—Boustead Plantations and GHL Systems—collectively illustrate a broader pattern: strategic investors and state-linked entities are actively recalibrating ownership structures to optimize capital deployment, governance, and growth trajectories in sectors with significant capital intensity and high-growth potential. For Boustead Plantations, the exit of minority shareholders at RM1.55 per share leads to a more streamlined governance model and potentially more focused capital allocation toward replanting cycles and asset modernization. The post-privatisation operational path for BPlant will likely hinge on the company’s capacity to deploy capital efficiently to revitalize its plantation assets, unlock productivity gains, and navigate commodity price cycles and climate-related risks that impact agricultural output. The government’s assurance through a financial guarantee mechanism also signals a policy environment that supports strategic consolidation within core national industries, particularly those connected to public sector pension funds and defense-related investment vehicles.

For GHL, the privatisation represents a consolidation that enhances NTTD Japan’s footprint in a high-growth regional payments market. The deal underscores the strategic imperative of scale in payments processing, where network effects, merchant reach, and cross-border capabilities contribute meaningfully to competitive differentiation. The combination of GHL’s regional presence with NTTD Japan’s global payment platform offers substantial upside potential through expanded merchant acceptance, diversified payment-method coverage, and deeper integration with regional financial ecosystems. In a landscape characterized by rapid digitization, the privatisation could accelerate investment in technology and compliance, enable more efficient cross-border settlement, and fortify the company’s position in a competitive field where incumbents and new entrants alike strive to deliver seamless transaction experiences to merchants and end-users.

For minority shareholders, both deals provide liquidity and exit opportunities rooted in the perceived strategic value of the new ownership. While these outcomes are beneficial, they also reflect trade-offs between immediate liquidity versus continued exposure to the underlying growth prospects of the companies under new corporate regimes. For the market at large, these privatisations serve as case studies on how strategic capital allocation, governance considerations, and regulatory environments intersect to shape large-scale exits in Malaysia’s listed corporate sector. They highlight the ongoing interest from international buyers in Southeast Asia, particularly in niches with defensible asset bases, recurring cash flows, and the potential for cross-border synergies. Investors and policymakers can draw insights from how these deals navigate valuation challenges, political considerations, and strategic alignment with long-term regional growth narratives.

Operational and strategic takeaways

Valuation and exit dynamics: The Boustead Plantations privatisation delivers a premium to NTA and a price point that aligns with a multi-year replanting horizon, offering minority shareholders a credible and financially meaningful exit. The GHL privatisation, with a higher premium relative to near-term trading and a strategic delisting, reflects the premium placed on scale, control, and integration of a payments platform into a global network.
Strategic drivers: For BPlant, the key driver is enabling a capital plan that supports replanting, modernization, and productivity improvements under a unified ownership structure capable of mobilizing capital. For GHL, the strategic driver is the acceleration of Asia-Pacific expansion under NTTD Japan’s umbrella, leveraging synergies in payments processing, cross-border settlements, and technology-enabled services.
Governance and policy considerations: Government-backed financing assurances in the Boustead scenario illustrate how public policy can influence large privatisations and equity restructurings involving state-linked entities. In the GHL case, regulatory approvals and the delisting process were essential steps to complete the privatisation and enable strategic integration under a multinational corporate parent.
Market implications: Both privatisations underscore the continued appeal of Southeast Asia’s payments, financial technology, and plantation sectors to strategic buyers with the scale and capital to drive long-term growth. They also illustrate the importance of robust independent advisory inputs in assessing perceived fairness and reasonableness in privatisation offers, particularly when dealing with complex corporate structures and capital-intensive assets.
Future outlook: The trajectory for Boustead Plantations will revolve around execution of its replanting and capital expenditure programs, governance refinements, and potential value creation through improved operational efficiency. For GHL, the focus will be on leveraging NTTD Japan’s platform to broaden merchant adoption, enhance cross-border payment capabilities, and accelerate the deployment of innovative payment solutions in Malaysia and across the region.

Conclusion

The privatisation of Boustead Plantations and GHL Systems reflects a broader pattern of strategic consolidation and international partnerships within Malaysia’s listed corporate universe. For minority shareholders, these deals offer exit opportunities at price points anchored to asset value, growth potential, and strategic realignment. For LTAT and Boustead Holdings, the BPlant privatisation consolidates ownership and positions the company to navigate capital-intensive growth more effectively, while for NTTD Japan and NTT, the GHL privatisation strengthens regional market positioning in Southeast Asia’s payments ecosystem and aligns with an ambitious Asia-Pacific expansion plan. Together, the transactions illustrate how strategic investors leverage privatisations to optimize capital allocation, governance, and growth trajectories in sectors with strong earnings potential and significant long-term capital requirements—the plantation sector’s replanting cycle and the dynamic, rapidly evolving digital payments landscape across the region. The outcomes signal continued willingness among global players to engage in Malaysia’s listed market through privatisations that promise to deliver strategic scale, operational efficiencies, and enhanced value creation for both existing stakeholders and new owners.