ProsperCap Corporation Limited: Key Developments on Share Charges and Major Facility Agreements

Summary of Announcements and Shareholder Impact

ProsperCap Corporation Limited (“ProsperCap” or the “Company”) recently made several significant disclosures regarding its shareholding structure and major financial undertakings involving its controlling shareholder, DTGO Corporation Limited (“DTGO”), and a substantial facility agreement with Bangkok Bank Public Company Limited (“BBL”). These developments are crucial for shareholders due to their potential price sensitivity and impact on the Company’s control and financial commitments.

Key Points from the Announcements

• Discharge of Previous Share Charge: The Company announced that the share charge—previously created in favor of BBL to secure a THB 6 billion (SGD 241.66 million) facility provided to DTGO—was fully discharged on 27 January 2026 following repayment of all outstanding obligations by DTGO.
• Entry into New Share Charge: On the same day, DTGO entered into a new THB 6 billion facility agreement with BBL, and a new share charge was created over 1,344,870,969 ordinary shares (representing approximately 83.74% of the Company’s total issued share capital) held by DTP Inter Holdings Corporation Pte. Ltd. (“DTPIH”), an indirect wholly-owned subsidiary of DTGO.
• Price Sensitive Information: This new share charge means a controlling stake in ProsperCap remains pledged as collateral for DTGO’s financial obligations. Any default or further changes in these arrangements could have a significant impact on the Company’s shareholding structure and, consequently, its share price.
• Disclosure Undertakings: Under a Deed of Information Undertaking dated 7 December 2023, DTGO is required to promptly notify ProsperCap of any share pledging or similar arrangements. The Company has complied with its disclosure obligations under Rule 728 of the Catalist Rules.
• Material Details on the Facility and Share Charge:
  • The new facility is valued at THB 6,000,000,000 (about SGD 241.66 million, based on an exchange rate of 1 SGD = 24.8282 THB as of 27 January 2026).
  • The share charge covers 1,344,870,969 ordinary shares, approximately 83.74% of the Company’s total issued shares.
  • The charge is made in favor of BBL as security for the repayment of DTGO’s obligations under the new facility.

Implications for Shareholders

• Potential Impact on Control: The fact that more than 83% of the Company’s shares are pledged means that, in the event of a default by DTGO, a substantial majority of ProsperCap’s shares may be subject to enforcement actions by BBL. This could lead to a change of control or other significant corporate actions.
• Ongoing Financial Exposure: DTGO’s recurring use of ProsperCap shares as collateral for large financial facilities suggests ongoing financial commitments that investors should monitor closely. Any instability in DTGO’s finances could translate into risks for ProsperCap’s shareholding structure and market value.
• Transparency and Timely Disclosure: The Company has demonstrated adherence to good governance by disclosing these arrangements promptly, which is beneficial for investor confidence.

Details of the New Share Charge Arrangement

Conclusion

The ongoing use of a controlling stake in ProsperCap as collateral for DTGO’s significant financing activities is highly material and price sensitive. Investors should be aware that any default or changes in these arrangements could materially affect the Company’s share value, control, and future direction.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. While the information is based on disclosures made by ProsperCap Corporation Limited, investors should conduct their own due diligence or seek advice from professional financial advisors before making any investment decisions. The Singapore Exchange Securities Trading Limited (SGX-ST) has not reviewed the contents of this article and assumes no responsibility for its accuracy.

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