Luminor Financial Holdings Limited Announces Issuance of 5,150,000 Redeemable Preference Shares

Luminor Financial Holdings Limited has made a significant move in its capital raising strategy, announcing the issuance and allotment of 5,150,000 Redeemable Preference Shares (RPS) via its indirect wholly-owned subsidiary, Luminor SPV 1 Sdn Bhd. This development forms part of Tranche 2 of the 2026 SPV 1 RPS Programme, following the company’s earlier announcement on 21 January 2026 regarding the establishment of a redeemable preference shares programme.

Key Points for Investors

• Issuer: Luminor SPV 1 Sdn Bhd
• Type of Shares: Redeemable Preference Shares (RPS)
• Issue Price: RM1.00 per RPS
• Total Nominal Value: RM5.15 million
• Maturity Date: 9 March 2028
• Programme Limit: Issuer may issue any number of RPS, provided the aggregate members do not exceed fifty (50) at any time.
• Purpose & Use of Proceeds: The funds raised will be advanced to SAPM (a subsidiary) to support working capital needs for expansion of the Group’s financial solutions business in Malaysia, specifically for its factoring business and related programme expenses.

Dividend Structure

• Cumulative Dividend Rate: Calculated as the sum of Bank Negara Malaysia’s overnight policy rate on the RPS issue date plus 5.25%. This dividend is paid bi-annually in arrears, subject to distributable profits and compliance with Malaysian law.
• Dividend Priority: No dividends will be paid to any other class of shares until the RPS are fully redeemed.

Redemption Terms

• Redemption at Maturity: Each RPS will be redeemed in cash at RM1.00 per share on the business day immediately preceding the expiry of the tenure (9 March 2028). Accrued dividends will also be paid at that time.
• Early Redemption: RPS holders may request early redemption (at least two months before maturity), in multiples of 50,000 RPS, provided they retain at least 100,000 RPS post-redemption. If agreed, redemption is paid within 30 days, with 50% of accrued dividends (pro-rata) paid.
• Redemption Notice: If the issuer cannot redeem, it must notify the holders at least one month before maturity.

Security and Governance

• Security: Each advance made to SAPM is secured against an assignment of receivables (equal to or greater than the advance amount), governed by a Master Assignment Agreement.
• Security & Share Trustee: TMF Trustees Malaysia Berhad
• Transferability: The RPS are not transferable.
• Listing Status: The RPS will not be listed or quoted on any stock exchange.
• Governing Law: Laws of Malaysia

Potential Share Price Impact & Shareholder Considerations

• The issuance of RPS is a strategic financing move that enables the Group to support its expansion in Malaysia’s financial solutions sector, especially in factoring, which may enhance future earnings and growth prospects.
• The structured dividend payments, with a premium above the overnight policy rate, may attract capital and signal confidence in the company’s profitability and cash flow.
• Security through receivable assignments reduces credit risk for investors, further strengthening the attractiveness of the RPS programme.
• Restrictions on transferability and listing may limit liquidity but enhance exclusivity for holders.
• Shareholders should note that dividend payments to ordinary shares are subordinated to RPS redemption; this could temporarily affect dividend flows to ordinary shareholders.
• Any inability to redeem RPS at maturity or on early request could signal liquidity concerns, which may be price sensitive and affect overall share values.

Regulatory Notice

This announcement has been reviewed by UOB Kay Hian Private Limited, the Company’s sponsor, but has not been examined or approved by the Singapore Exchange Securities Trading Limited (SGX-ST). SGX-ST assumes no responsibility for its contents.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making any investment decisions. The information contained herein is based on official company announcements and is subject to change.

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