Luminari Property Berhad raised RM7.44 million through preference shares for an investment associated with the Remember The Villa project. Its investment materials identified land acquisition, construction, renovation and working capital as purposes of the fundraising.
The project land, however, was registered to PDI Design & Associates Sdn Bhd, a company identified in the signed shareholder meeting records as owned by Dato’ Tan Su Cheng.
Now, Antharas Inc.’s IPO documents describe a proposed RM16 million acquisition involving Antharas Villa in Janda Baik.
For the original investors, the question is direct:
If another company pays to acquire the villa, who receives that money—and what ensures the original investors are repaid?
The original investment still needs an accounting
The RM7.44 million figure represents preference-share capital raised. It does not, by itself, establish the amount currently outstanding to investors. That requires a reconciliation showing subscriptions, payments, redemptions and remaining obligations.
Investors should be able to see how their money was applied and what assets or enforceable rights Luminari obtained in return.
The distinction between Luminari and PDI matters. Investors subscribed for shares in Luminari. The land was registered to another company.
A payment to the registered property owner would therefore need a documented route to reach Luminari and its preference shareholders.
What Tan Su Cheng told shareholders
The investment term sheet described a five-year tenure, extendable by up to two years, with redemption at the subscription price if no prescribed exit mechanism was exercised.
At the shareholder meeting on 16 April 2025, Tan Su Cheng stated, according to the signed minutes, that the company could not redeem its preference shares because of its financial loss position.
The minutes also record his position that shareholders’ rights remained preserved and that a property sale could provide funds for redemption. They describe deductions for redemption, upkeep, maintenance, legal fees and other expenses before distribution of the remaining profit.
Those statements make the proposed payment arrangements particularly important.
What amount would each investor receive, after which deductions, and on what date?
A general intention to repay shareholders through a future sale needs to become a clear, documented payment obligation.
What the Antharas IPO filing proposes
Antharas’s preliminary prospectus dated 27 March 2026 describes a proposed acquisition of majority interests in Antharas Villa, with an estimated acquisition cost of RM16 million and partial funding from IPO proceeds. It identifies Tan Su Cheng or companies in which he is a major shareholder as the proposed sellers.
The filing acknowledges the related-party conflict and describes safeguards including valuations, market pricing and independent-director approval. These are proposed arrangements; the filing alone does not establish that the IPO or acquisition has completed. Read the Antharas filing.
The property covered by any eventual agreement should be identifiable from its title particulars. The agreement should also explain precisely what interest is being purchased.
Three figures that require explanation
The records now raise three different figures:
- RM20 million: the minimum price described in the original term sheet’s sale exit mechanism.
- RM14.5 million: the minimum disposal consideration approved in the April 2025 shareholder mandate.
- RM16 million: the estimated acquisition cost described in Antharas’s filing.
These figures may concern different dates, conditions or ownership interests. They should not be treated as interchangeable.
Shareholders need a written explanation connecting the original investment terms, the disposal mandate and any subsequent transaction.
They also need to know whether an eventual agreement would satisfy their outstanding claims.
The missing link is the payment route
An acquisition price is a headline number. Investors’ recovery depends on the transaction documents.
The essential records would identify the seller, the recipient of the purchase payment, the deductions and the amount available for preference-share redemption.
They should also explain whether payment to investors is required at completion or depends on a later decision.
Without that information, investors cannot assess whether a sale would resolve their position or leave them pursuing the same obligations after ownership has changed.
The transaction needs to explain how money moves from the buyer to the original investors.
The governance issue remains
For affected shareholders, the central concern is whether Tan Su Cheng has followed through on the obligations associated with money raised under his leadership.
If cash is unavailable for redemption, investors deserve a concrete alternative: a funded repayment plan, an agreed transfer arrangement or another documented means of securing their interests.
The property’s continued ownership through PDI raises concerns about control and the potential benefits retained by that company while Luminari investors await resolution. Ownership alone does not establish that Tan Su Cheng personally used the villa.
The governance concern is sufficiently serious without making that unsupported claim.
What investors should be able to establish
Before any further transaction, the original investors should receive clear answers to four questions:
- What is the verified amount still owed to each preference shareholder?
- Who would receive the acquisition payment?
- What deductions would be made, and who has approved them?
- What binding arrangement requires payment to the original investors, and when?
These answers should be supported by agreements, reconciliations and payment schedules that shareholders can examine.
The original investors remain part of the story
The original investors committed money to a property investment with stated purposes and exit terms. A later transaction should explain how those earlier commitments will be addressed.
For those investors, the meaningful outcome is an identifiable payment backed by an enforceable arrangement.
RM7.44 million was raised. A RM16 million villa purchase has been proposed. The outstanding question is who gets paid—and what protects the people who invested first.
Sources and responses
This article draws on Luminari’s share-capital information, RPS term sheet, signed shareholder meeting minutes dated 16 April 2025 and the Bentong land search dated 14 May 2026, identified in the existing evidence article, together with Antharas’s public filing linked above.
Tan Su Cheng, Luminari Property Berhad, PDI Design & Associates Sdn Bhd and Antharas are invited to provide documentary responses, corrections and updated information, including evidence of any completed acquisition or investor repayments.
This article presents shareholder concerns arising from the identified records. It does not assert a finding of fraud or criminal wrongdoing.