Rivertree STF signs HOA to acquire Q Centre Management for CLQ expansion
Rivertree STF Synergies Bhd has signed a heads of agreement to acquire up to 100% of Q Centre Management Sdn Bhd as part of its expansion into managing and operating centralised labour quarters (CLQs). The proposed acquisition, subject to due diligence and definitive agreements, would give the devel
PETALING JAYA (Nov 12): Rivertree STF Synergies Bhd, formerly known as Sinmah Capital Bhd, has signed a heads of agreement to acquire up to 100% of Q Centre Management Sdn Bhd for a consideration yet to be agreed, to support its proposed expansion into managing and operating centralised labour quarters (CLQs).
In a Bursa Malaysia filing on Wednesday (Nov 11), the property developer and construction group said the proposed acquisition would give it access to Q Centre Management’s operating platform, management expertise, customer relationships and industry experience. The filing also outlined a proposed diversification of the group’s principal activities to include CLQ management and operation, complementing its existing workers’ accommodation development activities.
Q Centre Management provides CLQ accommodation, management services and property letting. Its subsidiaries include wholly-owned STF Saujana Sdn Bhd and 70%-owned Q Centre Management (Westport) Sdn Bhd, both involved in providing CLQ accommodation. Rivertree STF said the management business would adopt an asset-light model requiring lower upfront capital commitments, with the potential to generate recurring income and reduce its reliance on project-based revenue over time.
Its housing development and construction contracts segment accounted for all RM41.37 million of group revenue for the financial year ended June 30, 2026. The proposed business would serve foreign and local workers in sectors including construction, manufacturing and services. Its scope is expected to include facilities maintenance, security, utilities management, housekeeping, tenant management and compliance monitoring, alongside ancillary services such as transport coordination and laundry.
The proposed expansion builds on the group’s involvement in developing workers’ accommodation facilities in the Klang Valley. On July 15, its wholly-owned subsidiary RSSB Builders Sdn Bhd signed a RM168.14 million turnkey construction contract with Asetvest Sdn Bhd for a 9,000-bed CLQ facility on Lot 4953 in Mukim Kapar, Klang. Practical completion is expected by June 30, 2028, with completion of the works and certification of completion and compliance expected by Dec 31, 2028. The Kapar project falls within an earlier collaboration framework covering up to four CLQ facilities in the Klang Valley, with a combined planned capacity of 28,800 beds and an indicative construction value of RM600 million.
The proposed acquisition remains subject to satisfactory due diligence and the negotiation and signing of definitive agreements within six months of the Nov 11 heads of agreement, unless the parties agree to a later date. The purchase consideration would be negotiated based on an independent valuation and due diligence findings. Funding could comprise bank borrowings, internally generated funds and proceeds from equity fundraising, such as a private placement, with the amounts to be determined later.
The proposed vendors are Datuk Leong Sai Mun and Datuk Wira Yan Lee Chin, who each hold 40% of Q Centre Management; Datuk Ong Choong Leo, who holds 10%; and Soon Kian Cheong and Benjamin Fong Hian Boon, who each hold 5%. Subject to the signing of definitive agreements, the acquisition would constitute a related-party transaction. The three interested directors have abstained and will continue to abstain from board deliberations and voting on the proposed acquisition and related matters. An independent adviser will be appointed before definitive agreements are signed.
The heads of agreement stipulates that shareholder approval for the proposals would be among the conditions precedent in the definitive agreements. The proposed diversification requires shareholder approval at an extraordinary general meeting to be convened and is not conditional on any other corporate proposal. The group said the diversification was not expected to have any immediate material effect on earnings and earnings per share for the financial year ending June 30, 2027.
