Luminor Financial Holdings Limited Launches Major Redeemable Preference Shares Programme via Malaysian SPV

Luminor Financial Holdings Limited (“Luminor” or “the Company”), a Singapore-listed financial group, has announced a significant capital markets initiative that could have material impact on its business expansion in Malaysia and potentially influence its share price.

Key Highlights of the Announcement

• Establishment of 2026 SPV 1 Redeemable Preference Shares Programme: On 19 January 2026, Luminor set up a redeemable preference shares programme (“2026 SPV 1 RPS Programme”) through its special purpose vehicle, Luminor SPV 1 Sdn Bhd, incorporated in Malaysia.
• Issuer Structure: Luminor SPV 1 Sdn Bhd is a wholly-owned subsidiary of Luminor Capital (Malaysia) Sdn Bhd, itself fully owned by Luminor Financial Holdings Limited. The SPV has an initial issued share capital of RM100,000, and its main mandate is to raise financing for SA Puncak Management Sdn Bhd (“SAPM”), a 93.4%-owned subsidiary of the Group.
• Share Trust Deed: Luminor Capital (Malaysia) Sdn Bhd will appoint TMF Trustees Malaysia Berhad as trustee to hold the shares of the SPV in trust for the benefit of RPS holders, ensuring investor protection and transparency.

Salient Terms of the RPS Programme

• Type & Issue Price: Redeemable Preference Shares at RM1.00 per RPS.
• Programme Size & Flexibility: The SPV can issue any number of RPS tranches, subject to a maximum of 50 members at any time.
• Minimum Subscription: RM100,000 per holder, with subsequent increments in multiples of RM50,000.
• Tenure: Each tranche will be redeemed on the 2nd anniversary of its respective issue date; no master tenure exists, offering flexibility.
• Dividend Structure: The RPS carries a cumulative dividend rate calculated as the sum of Bank Negara Malaysia’s overnight policy rate at the issue date plus 5.25%. Dividends are paid bi-annually in arrears, subject to distributable profits and compliance with the Malaysian Companies Act 2016. No other class of shares will receive dividends until all RPS are fully redeemed.
• Redemption Terms: At maturity, RPS are redeemed at RM1.00 per share plus accrued dividends. Holders are notified at least one month in advance if the issuer cannot redeem as scheduled. Early redemption is possible with written request, subject to conditions, and pays 50% of accrued dividends on a pro-rata basis.
• Security Structure: Each advance from the SPV to SAPM is secured by assignment of receivables equal to the amount advanced, under a master assignment agreement.
• Voting Rights: RPS holders may attend and raise questions at general meetings but do not have voting rights except when rights attached to RPS are varied.
• Ranking: RPS are unsecured but rank ahead of other share classes in liquidation, after all secured and unsecured obligations.
• Transferability & Listing: RPS are not transferable and will not be listed on any stock exchange.
• Governing Law: Malaysian law; the RPS issue is exclusively for the Malaysian market.

Major Corporate Action: First Tranche Issued

• Issuance of 18,250,000 RPS: On 19 January 2026, Luminor SPV 1 Sdn Bhd issued and allotted its first tranche of 18,250,000 redeemable preference shares at a nominal value of RM18.25 million. The maturity date for this tranche is set for 19 January 2028.

Strategic & Price Sensitive Implications for Shareholders

• Potential Impact on Share Price: This move represents a significant expansion of Luminor’s funding base and working capital for its Malaysian financial solutions business, particularly SAPM’s factoring operations. If successful, this could drive future revenue growth and profitability for the Group.
• Security of Investment: The structure includes secured advances and a trust arrangement, offering some investor safeguards. However, the RPS are not transferable or listed, which may affect liquidity for investors.
• Dividend Policy: The attractive dividend rate (overnight policy rate + 5.25%) could enhance returns for preference shareholders and signal Luminor’s confidence in its Malaysian operations.
• Risk Factors: Redemption and dividend payments are subject to the availability of distributable profits and compliance with Malaysian law. Any inability to redeem or pay dividends could materially affect investor confidence and Luminor’s share price.
• Expansion Strategy: The funds raised will be channeled directly to SAPM to fund its factoring business, signaling an aggressive growth strategy in Malaysia’s financial solutions sector.

Conclusion

This announcement marks a major capital-raising initiative and a strategic step in expanding Luminor’s footprint in Malaysia. The combination of secured advances, trust arrangements, and a substantial dividend rate makes the RPS programme noteworthy for both existing and potential investors. The success, execution, and subsequent financial performance of SAPM could have a material impact on Luminor’s future earnings and share price.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are advised to consult with their financial advisors before making any investment decisions. The information provided is based on public filings and may be subject to change. Luminor Financial Holdings Limited’s share price may be affected by the execution and performance of the RPS programme and other market factors.

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