Proposes to Restructure and Extend Securitisation Agreements Involving Campus Assets

Paramount has announced a series of proposals involving Dynamic Gates Sdn Bhd (DGSB), the special purpose vehicle holding three university campuses (Glenmarie, Batu Kawan, and George Town) under a 2018 securitisation exercise valued at RM456mn. DGSB is consolidated into Paramount’s financials and operates effectively as part of the group.

Key highlights of the proposals:

  • CRNCPS Redemption via RPS Swap
    Paramount will redeem its RM126mn cumulative redeemable non-convertible preference shares (CRNCPS) in DGSB through the issuance of new perpetual Redeemable Preference Shares (RPS). This avoids cash redemption, given the absence of distributable profits in DGSB. Unlike the CRNCPS, which carried cumulative dividends, the RPS only offer discretionary dividends subject to profit availability and the settlement of securitisation obligations. The RPS are unlisted and rank above ordinary shares in terms of dividends and capital repayment.
  • Extension of Key Agreements by 7 Years
    The tenure of the CRNCPS subscription agreement, lease, and call/put option arrangements will be extended by seven years to align with DGSB’s planned extension of its Medium-Term Notes (MTN) programme. These MTNs were originally issued in 2018 to partially fund DGSB’s RM294mn acquisition of the campus assets from Paramount as part of a sale-and-leaseback securitisation exercise.
  • Call/Put Option Repricing Based on Updated Valuation
    Paramount’s call and DGSB’s put options to acquire/dispose of the campuses will now reflect updated market valuations. Independent valuer Jones Lang Wootton (JLW) has appraised the Glenmarie campus at RM281mn, Batu Kawan at RM105mn, and George Town at RM70mn, bringing the total to RM456mn.
  • Master Lease Extension with Step-Up Rent
    The lease between Paramount (via subsidiary Janahasil) and DGSB will be extended by 7 years. Monthly lease payments will increase progressively from RM1.35mn to RM1.43mn, translating into a lease yield rising from 3.55% to 3.77% over the term. The campuses remain leased to University of Wollongong Malaysia (UOWM) and its affiliates via subleases.

The proposals are subject to shareholder approval at an upcoming EGM and are expected to be completed by 1Q2026.