Prospera Global Limited Announces Proposed Disposal of US Investment Property

Prospera Global Limited (“the Company”), a Singapore-incorporated entity, has announced a proposed disposal of its investment property located in North Dakota, USA. This transaction, if completed, could have significant implications for shareholders and may impact the Company’s share value.

Key Highlights of the Proposed Disposal

• Asset for Disposal: 125-acre freehold agricultural land at 30th Avenue SW and Interstate 94, Dickinson, North Dakota, USA.
• Sale Price (Consideration): US\$550,000 (approx. S\$712,855, based on an exchange rate of US\$1 = S\$1.2961).
• Buyer: JRA Real Estate, LLC, an independent third party based in North Dakota and owned by Mr. Jody R. Arthaud.
• Deposit Paid: US\$50,000 has been paid to the Company’s appointed US agent, Home and Land Company.
• Property Valuation: The property was independently valued at US\$615,000 (approx. S\$797,102) as of 31 December 2024, indicating the proposed sale price is below market valuation and will result in a disposal loss.
• Current Use: The property is zoned for agricultural use and leased to a private individual for pasture and hay, generating passive income but is considered a non-operational asset for the Group.

Important Details and Shareholder Considerations

• Disposal Loss: The sale will result in a disposal loss of S\$84,247, based on the latest book value of the property.
• Shareholder Approval Trigger: Whether the disposal is classified as a “disclosable transaction” or a “major transaction” under SGX Catalist Rules depends on whether the recent Placement Exercise is factored into the Group’s net asset value:
  • If the Placement Exercise is included, shareholder approval is not required (disclosable transaction).
  • If not included, it qualifies as a major transaction and shareholder approval is required.
• Placement Exercise: The Company recently completed a placement of 414,145,370 new shares, raising gross proceeds of approximately S\$7,040,471 and significantly improving net asset value.
• Relative Figures:
  • Adjusted for Placement Exercise, the asset disposal constitutes 11.86% of NAV, 1.74% of market cap, and (0.18)% of net profits. None of these exceed thresholds that would require shareholder approval, but the disposal loss is between 5% and 10% of consolidated net profits, making this a disclosable transaction.
• Financial Impact:
  • Post-Placement Exercise and Disposal, NTA per share will be marginally reduced from S\$1.01 to S\$1.00.
  • Loss per share will also increase slightly following the disposal.
• No Director or Substantial Shareholder Interest: None of the Company’s Directors or substantial shareholders have any direct or indirect interest in the transaction (other than via their roles as shareholders or Directors).
• Conditions Precedent: The transaction is subject to regulatory conditions and may require shareholder approval depending on SGX’s final stance on the NAV adjustment. The sale is also conditional on the novation of the existing lease to the buyer.
• Regulatory Engagement: The Company has sought SGX’s confirmation on using the adjusted NAV for materiality calculations.

Strategic and Market Implications

• Liquidity and Capital Management: The Board believes the disposal allows the Company to realise value from a non-core, non-operational asset and improve liquidity. Proceeds will be used for working capital purposes.
• Sale Price Below Valuation: The asset is being sold below its most recent independent valuation, reflecting challenging market conditions and the lack of competing offers since 2019.
• Potential Share Price Sensitivity:
  • The disposal at a loss may weigh on investor sentiment, especially as the Company had to accept a price below book value after years of unsuccessful marketing.
  • Conversely, the exit from a non-core asset and improved liquidity may be viewed positively in terms of ongoing financial restructuring and focus on core operations.
  • The outcome of SGX’s decision on the NAV adjustment and whether shareholder approval is ultimately required could also drive near-term share price volatility.

Next Steps and Shareholder Guidance

• The Company will update shareholders on any material developments, including SGX’s decision and whether a general meeting will be convened for approval.
• Copies of the sale agreement and the latest valuation report are available for inspection at the Company’s registered office for the next three months.
• Shareholders are advised to exercise caution in trading the Company’s securities pending further announcements.

Conclusion

The proposed disposal of the North Dakota property by Prospera Global Limited represents a significant corporate action. While it realises value from a non-core asset and improves liquidity, the sale is at a loss and below independent valuation. The final classification of the transaction (disclosable or major) and whether shareholder approval is required hinges on SGX’s ruling regarding the Placement Exercise’s impact on NAV. Investors should closely monitor subsequent announcements, as the outcome may have implications for share price and corporate strategy.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult their financial advisors or conduct their own due diligence before making investment decisions. The information is based on a company announcement dated 8 December 2025 and may be subject to further updates or changes.

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