TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS IMASPRO CORPORATION BERHAD ("IMASPRO" OR THE "COMPANY") - INVESTMENT IN ASSET-BACKED MEDIUM TERM NOTES PROGRAMME
| IMASPRO CORPORATION BERHAD |
| Type | Announcement | |||||||||||||||||
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
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| Description | IMASPRO CORPORATION BERHAD ("IMASPRO" OR THE "COMPANY") - INVESTMENT IN ASSET-BACKED MEDIUM TERM NOTES PROGRAMME |
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1. INTRODUCTION
The Board of Directors of the Company is pleased to inform that Imaspro Resources Sdn Bhd and Imaspro Biotech Sdn Bhd, both wholly-owned subsidiaries of the Company, had on 14 February 2025 invested for a total cash consideration of RM31,500,000.00 in an Asset-backed Medium Term Notes Programme (“the MTN Programme”) in Senior MTNs only, via the issuance of asset-backed medium term notes (“MTNs”) by KLG Capital Berhad [Registration No. 202401017421 (1563271-H)](“the Issuer”) (“the MTN Investment”).
2. INFORMATION OF THE MTN PROGRAMME
Under the MTN Programme, the Issuer may from time to time issue the MTNs pursuant to the securitisation of the assets comprising properties including all individual units, strata parcels, accessory parcels area, car parks and all on-site amenities, structures, fixtures and fittings, movable equipment (if any), provided that the aggregate outstanding MTNs shall not exceed RM150.0 million in nominal value.
In respect of the MTNs, the transaction will involve the disposal of the Property (as defined below) to the Issuer pursuant to the Sales and Purchase Agreement (as defined in the section entitled “Other Terms and Conditions – Definitions”). The “Property” are the two stratified properties which are collectively known as KL Gateway Mall together with all fixtures erected thereon held under the strata titles with the details set out below:-
(a) Pajakan Negeri 51531, Building No. M1, Floor B5, Lot 480578, Daerah Kuala Lumpur, Mukim Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur, Unit No. 1; and (b) Pajakan Negeri 51531, Building No. M1, Floor B5, Lot 480578, Daerah Kuala Lumpur, Mukim Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur, Unit No. 2, Unit Accessories No. A784, A785, A786, A787, A788, A789, A790, A791, A792, A793, A794, A795, A796, A797, A798, A799 and A800.
The MTNs under the MTN Programme shall be issued as follows:
(a) the MTN Programme may comprise one “tranche” only (“Tranche”). (b) the MTNs may comprise one or more “series” which may or may not have the same issue dates, maturity dates and coupon rates which shall be determined prior to its issue date (each a “Series”) and reflected in the relevant documentation. All MTNs belonging to the same Series shall have the same issue date, same maturity date and identical terms and conditions. (c) the MTNs to be issued shall comprise senior MTNs (“Senior MTNs”) and subordinated MTNs (“Junior MTNs”) as follows:-
(d) the MTN Programme shall have a tenure of ten (10) years from the date of first issuance of the MTNs under the MTN Programme (“Programme Maturity”). (e) the MTNs to be issued under the MTN Programme shall have a tenure of at least one (1) year and up to ten (10) years from the issue date of such MTNs as the Issuer may select, provided that the MTNs mature prior to or on the expiry of the Programme Maturity. (f) the MTNs to be issued under the MTN Programme may have an expected maturity date (“Expected Maturity Date”), and a legal maturity date (“Legal Maturity Date”) as set out in the table below. The maturity date of the Junior MTNs shall not be earlier than the maturity date of the Senior MTNs.
The Senior MTN carries a fixed coupon rate of 6% per annum and it is payable on a semi-annual basis.
3. INFORMATION OF ISSUER
KLG Capital Berhad [Registration No. 202401017421 (1563271-H)] (“KLG”) was incorporated in Malaysia under the Companies Act 2016 on 3 May 2024. The registered office of KLG is situated at 4.62, 4th Floor Wisma Central, Jalan Ampang, 50450 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur.
KLG is established as a special purpose vehicle to implement an asset-backed securitisation programme.
As at 21 February 2025, being the latest practicable date prior to this announcement, the total issued and paid-up share capital of KLG is RM2.00 comprising of 2 ordinary shares. KLG is wholly-owned by SPV Corporate Services Sdn Bhd [Registration No. 200301015831 (618251-U)].
The Directors of KLG are:- (a) Lui Kwee Hui (b) Nyat Chaw Loong
4. FINANCIAL EFFECTS
The MTN Investment will not have any effect on the share capital and shareholding structure of the Company. The MTN Investment is expected not to have any material effect on the net assets of Imaspro and its subsidiaries (“Imaspro Group”) for the financial year ending (“FYE”) 30 June 2026.
5. SOURCE OF FUND FOR THE MTN INVESTMENT
The payment for the MTN Investment is funded through the Imaspro Group’s internally generated funds.
6. RATIONALE, BENEFITS AND PROSPECTS OF THE MTN INVESTMENT
The MTN Investment is undertaken to provide the Imaspro Group with an opportunity to earn a higher yield or 6% compared to conventional fixed deposit placements, thereby optimising the return on surplus funds while maintaining a relatively stable risk profile. The MTN is tradability and transferability before maturity.
7. RISKS IN RELATION TO THE MTN INVESTMENT
The risk could be the performance of the MTN investment may be affected by changes in domestic or international economic, financial, or political conditions that impact the Issuer’s business or financial position. Such factors could influence the liquidity, valuation, or secondary market performance of the MTN. These risks are inherent to fixed-income investments and will be managed through continuous monitoring of the Issuer’s financial position and market developments.
The Board considers these risks to be common for similar investments and manageable within the Group’s established risk appetite.
8. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders and/or persons connected with the Directors and/or major shareholders of Imaspro has any direct or indirect interest in the MTN Investment.
9. PERCENTAGE RATIOS
Based on on the latest audited consolidated financial statements of Imaspro for the financial year ended 30 June 2024, the highest percentage ratio applicable to the MTN Investment 24.90%.
10. APPROVALS REQUIRED
The MTN Investment is not subject to the approval of the shareholders of the Company or any regulatory authorities.
11. STATEMENT BY DIRECTORS
The Board of Directors of the Company is of the opinion that the MTN Investment is in the best interest of the Company.
This announcement is dated 27 August 2025. |
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Announcement Info
| Company Name | IMASPRO CORPORATION BERHAD |
| Stock Name | IMASPRO |
| Date Announced | 27 Aug 2025 |
| Category | General Announcement for PLC |
| Reference Number | GA1-27082025-00082 |