VM Investments Limited (VMIL) has secured an interim court order to stop a planned restructuring exercise by Kintyre Holdings (JA) Limited tied to a proposed New York Stock Exchange listing, as it moves to protect its security over shares pledged against a $500 million loan used to acquire Visual Vibe.

The court action, disclosed in a VMIL release Wednesday, comes as Kintyre Holdings (JA) Limited (KHJL) — formerly iCreate Limited — pushes ahead with reorganisation plans while still carrying debt secured by shares that have fallen sharply in value.

Kintyre Holdings Limited (KHL), a privately held entity and the largest shareholder in Kintyre Holdings (JA) Limited with an approximate 20.2660 per cent stake, has pushed back, stating that it is not a party to the proposed shareholder reorganisation and that its shares do not form part of the restructuring or any arrangements related to a possible New York Stock Exchange listing.

In a statement shared with Observer Online, Tyrone Wilson, chairman, president and chief executive officer of Kintyre Holdings (JA) Limited (KHJL), said that VMIL’s statements risk creating “an inaccurate impression” by linking KHL to restructuring initiatives to which it is not a party, and said attorneys have been instructed to review the matter and advise on available legal options.

VM Investments Limited has secured an interim court order as it seeks to recover funds linked to a $504.58 million loan used to finance the acquisition of Visual Vibe in 2022.

Kintyre advised in early March that shareholders representing more than 51 per cent of voting rights intend to consolidate their holdings into a newly formed United States-based entity, Kintyre Holdings International Inc, which could serve as a platform for accessing deeper capital markets. The company has said the move would not change ultimate beneficial ownership.

Neither side has publicly detailed how loan obligations secured by Kintyre’s shares — including those tied to the Visual Vibe acquisition — would be treated under the proposed reorganisation.

The $504.58 million loan was arranged in 2022 across multiple entities linked to the group, each backed by pledged iCreate shares at significantly higher valuations at the time. eMedia Interactive Group borrowed $117.50 million secured by 100 million shares at $3.22 per share, while Kintyre Holdings borrowed $100 million backed by 150 million shares at $1.93 per share, and a further $53 million secured by 29.52 million shares at $4.38 per share. AHL (SPV) Limited accounted for the largest tranche, borrowing $155 million against 240 million shares at $1.78 per share.

With Kintyre Holdings (JA) Limited trading at approximately $0.35 per share as of April 1, 2026, down roughly 80 per cent to over 90 per cent from the levels at which the shares were pledged, the drop leaves a wide gap between the value of the shares when they were pledged and where they now trade, raising questions about how much of the loan can realistically be recovered. More than 500 million iCreate shares were tied to the loan arrangements.

The funding supported the acquisition of Visual Vibe, the digital out-of-home advertising business now positioned as the group’s core growth asset. The acquisition was valued at roughly $580 million, with approximately $470 million paid upfront in 2022 and the balance settled in stages through 2023, included deferred payment obligations to the former owners, which were later settled through financing and equity adjustments.

As part of that process, iCreate sold a 30 per cent stake in Visual Vibe in 2023, followed by an additional 10 per cent in 2024 to TJBK Investments Limited, which now holds a combined 40 per cent interest in the subsidiary after converting debt into equity.

Kintyre has since brought in additional investors, including a US$500,000 investment from Portland JSX Limited in 2025 through a convertible senior secured note, which the company described as supporting its expansion and international growth plans.

More recently, the company has moved to reshape leadership at the subsidiary. In a March 16 release, it said Donovan White had been appointed chairman of Visual Vibe, with Wilson stepping down from that role and indicating that a new chief executive officer is to be appointed within three to six months as part of preparations for a potential initial public offering within 12 to 24 months.

At the same time, Kintyre has been making various public disclosures showing multiple transactions, including proposed acquisitions, but provide limited detail on valuations, ownership structures or the level of independent oversight applied, adding to questions about governance as the company expands.

VMIL, for its part, has indicated that its actions are aimed at recovering the funds advanced for the Visual Vibe acquisition, with legal action dating back to 2024 when the company moved to enforce repayment under the loan arrangements. BusinessWeek was unable to ascertain the status of the loans since that lawsuit. VMIL declined to comment, citing that the matter is before the court. It is however understood that Kintyre has proposed converting the loans into equity, a proposal VMIL has rejected on the basis that it would result in losses, given the sharp decline in the share price.

The matter is scheduled to return to court on April 27.

Kintyre on Tuesday released unaudited financial statements showing the group has expanded over the past two years, with revenues rising to $271.1 million in 2025 from $217.1 million a year earlier, while net profit climbed to $157.5 million from $80.6 million. But the balance sheet shows limited liquidity at the parent level, with cash at just $730,000 at year-end, while amounts due from related parties rose to $207.7 million and amounts due to related parties reached $140.1 million.