Luminor Financial Holdings Receives SIC Whitewash Waiver for Rights Issue

Introduction

Luminor Financial Holdings Limited (“Luminor” or “the Company”) has announced a significant development regarding its proposed non-renounceable, non-underwritten rights issue (“Rights Issue”). The Securities Industry Council (“SIC”) has granted the Company a Whitewash Waiver, a regulatory approval that has critical implications for shareholders and potential investors.

Key Points and Detailed Breakdown

• Whitewash Waiver Granted: On 3 February 2026, the SIC approved Luminor’s application for a Whitewash Waiver, subject to several strict conditions. This waiver is crucial as it exempts the Undertaking Shareholder and its concert parties from making a mandatory general offer, which would otherwise be triggered if their shareholding crosses the 30% threshold.
• Shareholder Approval Required: Before the Rights Issue proceeds, a majority of shareholders (excluding the Undertaking Shareholder and concert parties) must approve the specific Whitewash Resolution at an upcoming general meeting. This vote will be conducted by poll and must be independent from other resolutions.
• Independent Financial Adviser (IFA): The Company will appoint an IFA to advise independent shareholders on the Whitewash Resolution. The IFA’s opinion will be included in a Circular to be sent to all shareholders.
• Restrictions on Share Acquisitions: The Undertaking Shareholder and its concert parties must not acquire additional shares (or related instruments/options) outside of those disclosed in the Circular during key periods prior to and after the Rights Issue announcement.
• Detailed Disclosure in Circular: The forthcoming Circular will provide comprehensive information including:
  • Full details of the Rights Issue and the Irrevocable Undertaking.
  • The dilution effect on existing shareholders if the Rights Shares (including Excess Rights Shares) are issued.
  • Current and post-Rights Issue shareholding percentages for the Undertaking Shareholder and concert parties.
  • Prominent warnings that the Undertaking Shareholder could end up holding over 49% of the Company’s voting rights, and can further increase their stake without triggering a general offer.
  • Clarification that shareholders who vote for the Whitewash Resolution are waiving their rights to receive a general offer at the highest price paid by the Undertaking Shareholder in the past six months.
• Tight Timelines: The approval for the Whitewash Resolution must be obtained within three months of the SIC’s letter, and any acquisition of Rights Shares by the Undertaking Shareholder must be completed within three months of approval.
• Further Announcements: Luminor will issue the Circular and make further announcements, including notice of the Extraordinary General Meeting (EGM) and the IFA’s recommendations, in due course.
• Cautionary Statement: The Board advises all shareholders and investors to exercise caution. The completion of the Rights Issue is still subject to conditions, and there is no certainty it will proceed or that its terms will not change.

Potential Price-Sensitive Issues

• Change in Control: The Rights Issue could result in the Undertaking Shareholder and parties acting in concert holding more than 49% of the Company’s voting rights. This significant change in control may have far-reaching implications for corporate strategy, governance, and future capital raising.
• Waiver of General Offer Rights: By approving the Whitewash Resolution, shareholders are specifically waiving their right to a general offer at a premium price. This is a key issue for investors, as it affects exit opportunities and share price support.
• Dilution Risk: The detailed dilution effect will be disclosed in the Circular. Existing shareholders may see their holdings significantly diluted if they do not participate in the Rights Issue.
• Regulatory and Voting Risks: If shareholders do not approve the Whitewash Resolution or if conditions are not met, the Rights Issue may not proceed, potentially affecting the Company’s capital position and share price.

What Investors Should Do

Investors are urged to read all forthcoming documents from Luminor carefully, including the Circular and any additional announcements. The Company’s Board and its sponsor, UOB Kay Hian Private Limited, have advised shareholders to consult their financial advisers if in doubt.

Contact and Further Information

For further queries, shareholders may contact the Sponsor, Mr Lance Tan, Senior Vice President, UOB Kay Hian Private Limited, at 83 Clemenceau Avenue, #10-01 UE Square, Singapore 239920, tel: (65) 6590 6881.

Disclaimer

This article is prepared for informational purposes only and does not constitute investment advice or an offer to buy or sell securities. Investors should perform their own due diligence and consult professional advisers before making investment decisions. The information herein is based on company announcements and regulatory filings as of 4 February 2026, and may be subject to change.

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