T7 Global proposes sweeping share plan, includes directors and family members

New Straits Times

05-06-2025

KUALA LUMPUR: T7 Global Bhd is seeking shareholder approval for a sweeping new long-term incentive plan (LTIP) that would allow it to issue or transfer shares equivalent to up to 15 per cent of its issued capital.
The proposed LTIP includes allocations to all directors, the group chief executive officer (CEO) and several family members, according to a shareholder circular filed with Bursa Malaysia today.
The plan is intended to replace a dormant employee share option scheme (ESOS) launched in 2017, under which not a single option was granted over its eight-year lifespan.
T7 Global now proposes to terminate that scheme early and introduce a broader plan comprising not only stock options but also outright share grants, awarded with no cash payment required from recipients.
Among the proposed recipients are executive chairman Tan Sri Nik Norzrul Thani, group CEO Tan Kay Zhuin and directors Tan Kay Vin and Tan Kay Shen, who are sons of T7 Global's major shareholder Tan Sri Tan Kean Soon.
Their mother, Puan Sri Shirley Law, who is senior vice president of group support services, is also listed as a recipient. Also named is their uncle, Datuk Tan Kean Seng, deputy head of the Industrial Solutions Division.
The LTIP, to be voted on at an extraordinary general meeting (EGM) on June 24, could see the company issuing as many as 175 million new shares, depending on how the plan is executed.
While the ESOS component may generate working capital upon exercise, the share grant plan (SGP) would award shares at no cost to recipients, effectively diluting existing shareholders without raising funds.
The board is also seeking shareholder approval to waive pre-emptive rights under Section 85 of the Companies Act, which would allow new shares issued under the LTIP to bypass existing shareholders.
The proposal comes as T7 Global's share price has fallen sharply, tumbling more than 50 per cent, from a high of 53.5 sen in June 2024 to 26 sen in May 2025.
This followed a private placement exercise completed in October 2024 that raised RM42.9 million and expanded the company's share base by over 81 million shares.
Despite the timing, the company said the LTIP is necessary to retain and motivate key personnel, align management interests with shareholders and attract new talent.
"The allocations to independent and non-executive directors are subject to vesting conditions and do not compromise their ability to act in the best interests of the company," it said in the circular.
Still, the breadth of the proposal, extending to board members, C-suite executives and their relatives, may raise questions around governance, oversight and the concentration of incentives within a small circle of insiders.
If approved, the plan will be in force for 10 years, with an LTIP committee appointed by the board having wide discretion over how shares are awarded, vested and priced.
The exercise price for stock options may carry a discount of up to 10 per cent to the prevailing market price, while shares granted under the SGP would be based on the same reference but awarded free of charge.
Bursa Malaysia has approved the plan in principle, subject to several conditions. Shareholders will vote on the resolution at T7 Global's EGM on June 24.
Shares of T7 Global closed half a sen, or two per cent, higher at 25.5 sen, with 5.12 million shares traded. This valued the company at RM230.15 million.