Pertama Digital extends D-Ron acquisition deadline to end-2026 after increasing deposit

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Pertama Digital extends D-Ron acquisition

Highlights

Pertama Digital extends the deadline for payment of the additional S$799,600 deposit for the D-Ron SG acquisition to 30 Oct 2026; no additional deposit is required for D-Ron MY.
The acquisitions of D-Ron SG (S$30.41 million for an 80% stake) and D-Ron MY (RM5 million for an 80% stake) are important to Bursa Malaysia's regularisation plan following the triggering of Practice Note 17 status in Jul 2026.
MyPay Capital received a financing offer of up to RM150 million from Vincaps Holdings in Mar 2025, subject to Bursa's approval of Pertama Digital's regularisation plan.

This article was translated from the original. Read the original version by our correspondent here.

Extension details and deposit

As reported by The Edge Malaysia based on a Bursa Malaysia filing, Pertama Digital signed its fifth supplemental letter on 30 Oct 2026 after reaching a further agreement with the vendors to amend the terms of the existing share sale and purchase agreements.

The vendors agreed to extend the deadline for the company to pay the additional deposit from 30 Sept to 30 Oct 2026. An additional payment of S$799,600, equivalent to RM3.26 million, was made for the D-Ron SG transaction only, while no additional deposit was required for the D-Ron MY acquisition.

Before this latest payment, Pertama Digital had paid deposits of S$1.52 million for D-Ron SG and RM249,824 for D-Ron MY. The proposed acquisitions, first announced on 20 Jun 2025, involve a purchase price of S$30.41 million for an 80% stake in D-Ron SG and RM5 million for an 80% stake in D-Ron MY.

If Pertama Digital fails to make the additional payment, both acquisition agreements will be terminated and the existing deposits forfeited to the respective vendors. The company said the acquisitions would be funded through external borrowings and/or advances from shareholders.

Significance for the company's regularisation plan

Pertama Digital is involved in mobile applications and payment gateway services, while the two D-Ron companies provide installation, maintenance and support services for surveillance systems and technology, as well as IT and surveillance hardware distribution. The acquisitions form part of the group's efforts to rebuild its business and meet Bursa Malaysia's regularisation requirements after selling its main business in 2022.

Pertama Digital became an affected listed issuer in Aug 2022 after disposing of its textile business, Be Top Group Ltd, for RM70 million as part of its transition to digital services. The disposal triggered Paragraph 8.03A of the Bursa Malaysia Main Market Listing Requirements, which requires the company to submit a regularisation plan.

On 27 Feb 2026, the company proposed a share consolidation, private placement and rights issue with warrants as part of the plan to strengthen its capital structure and raise funds. The proposals are inter-conditional and remain subject to the necessary approvals.

Pertama Digital also triggered Practice Note 17 status in Jul 2026 after its shareholders' equity fell below the threshold set by Bursa Malaysia. The audited financial statements for the year ended 31 Dec 2025 showed that consolidated shareholders' equity had fallen to 25% or less of its share capital and below RM40 million.

The regularisation plan submitted to the Securities Commission Malaysia includes the proposed acquisitions of D-Ron SG and D-Ron MY. In a financing development, MyPay Capital Sdn Bhd, an existing substantial shareholder of Pertama Digital with a 10.073% stake, received a letter from Vincaps Holdings Sdn Bhd on 13 Mar 2025 offering financing of up to RM150 million, subject to Bursa Malaysia's approval of the company's regularisation plan.

Binasat Communications Bhd's proposed private placement to raise new funds was previously reported by us, including the issuance of up to 60.43 million shares and a change in the use of proceeds from an earlier placement. In that article, we outlined how the company planned to allocate the funds to existing and future contracts, while strengthening operating cash flow through a RM32.19 million refund following the cancellation of a hotel suite acquisition.

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