ProsperCap Corporation Announces Discharge and Creation of Major Share Charges in Connection with Significant Debt Facilities

Key Points for Investors

• Discharge of Previous Share Charges: The April and May 2025 share charges, which collectively encumbered approximately 83.74% of ProsperCap’s issued share capital, have been fully released and discharged following the repayment of all related indebtedness as of 28 November 2025.
• Entry into New, Larger Share Charge: On 28 November 2025, a new share charge was created over the same large block (approximately 83.74%) of ProsperCap shares, securing a much larger THB 6,000,000,000 (approx. SGD 238.76 million) facility provided to DTGO Corporation Limited, the controlling shareholder’s parent company.
• Ongoing Pledging of Substantial Shareholding: The controlling shareholder, through DTP Inter Holdings Corporation Pte. Ltd. (DTPIH), repeatedly pledges nearly all of its shares, representing the vast majority of ProsperCap’s total share capital, as collateral for parent company borrowings. This is a critical corporate governance and credit risk factor for minority investors.
• Nature and Details of Indebtedness: The new facility is secured via promissory notes. The latest agreement replaces the prior THB 2 billion and THB 4 billion facilities (now repaid) with a single, larger THB 6 billion facility.
• Potential Price Sensitivity: The size, recurring nature, and terms of these share charges and the underlying parent-level debt could have significant implications for ProsperCap’s share price, investor perception, and control risk.

In-Depth Review

Background and Recent Developments:

ProsperCap Corporation Limited’s board has announced that, on 28 November 2025, all outstanding indebtedness of DTGO Corporation Limited (DTGO) under its previous April and May 2025 facility documents (backed by share charges over 1,344,870,969 ProsperCap shares, or about 83.74% of ProsperCap’s capital) was fully repaid. Consequently, the share charges that secured these facilities have been formally released and discharged.

However, on the same day, DTGO and Bangkok Bank Public Company Limited (BBPL) entered into a new, even larger THB 6,000,000,000 promissory note sales agreement. To secure this new debt, DTPIH (an indirect ProsperCap subsidiary and direct shareholder), once again pledged the same block of 1,344,870,969 ProsperCap shares, representing approximately 83.74% of the company’s issued share capital, in favour of BBPL.

Details of the New Share Charge

• Controlling Shareholder: DTP Inter Holdings Corporation Pte. Ltd. (DTPIH)
• Shares Charged: 1,344,870,969 ordinary shares, representing approximately 83.74% of ProsperCap’s total issued capital
• Chargee (Lender): Bangkok Bank Public Company Limited (BBPL)
• Facility Size: THB 6,000,000,000 (approx. SGD 238.76 million, at exchange rate SGD 1 : THB 25.130 as of 28 Nov 2025)
• Facility Documents: The November Facility Agreement and the related promissory note issued by DTGO to BBPL on 28 November 2025
• Purpose: The facility is for the benefit of DTGO, the parent company of DTPIH (and thus, the controlling shareholder of ProsperCap).

Implications for Shareholders and Potential Price Sensitivity

• Control Risk: With over 83% of ProsperCap’s shares continuously pledged as collateral for parent-level borrowings, there is an ongoing risk that a default by DTGO could lead to a change of control event or forced sale of ProsperCap shares, directly impacting minority shareholders and share price stability.
• Corporate Governance and Credit Risk: Minority shareholders should be aware that the Company’s controlling shareholder regularly uses its ProsperCap stake to secure substantial loans for its own purposes. The repeated discharge and re-pledging of nearly all the company’s shares underscores the heavy interdependence between ProsperCap’s shareholding structure and DTGO’s financial position.
• Liquidity and Market Impact: Any event of default under these large facilities could lead to the lender (BBPL) enforcing its security over a controlling block of shares. Such action would likely result in significant downward pressure on ProsperCap’s share price and could affect the company’s operations, investor confidence, and strategic direction.
• Shareholder Notification: The company’s Deed of Information Undertaking with DTGO ensures that ProsperCap is notified of any share pledging arrangements as soon as DTGO becomes aware, in compliance with Rule 728 of the Catalist Rules. This mechanism is intended to keep the market informed but does not mitigate the underlying risks.
• Currency and Exchange Rate Exposure: The facilities are denominated in Thai Baht, with values disclosed in Singapore Dollars at prevailing rates. Investors should monitor both SGD/THB exchange rates and Thai credit market conditions for potential indirect impacts.

Conclusion

The announcement of the discharge of previous share charges and the immediate entry into a larger, THB 6 billion share charge, covering over 83% of ProsperCap Corporation Limited’s total share capital, is a highly material event. It signals continued reliance on major share pledges by the controlling shareholder for parent-level debt financing. This situation introduces ongoing control and credit risk factors that are highly relevant and potentially price sensitive for all investors.

Disclaimer: This article is for informational purposes only. It does not constitute investment advice or an offer to buy or sell any securities. Shareholders and potential investors should conduct their own due diligence and consult professional advisors before making any investment decisions. The information is based on company announcements as of 1 December 2025 and may be subject to further updates and disclosures.

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