The food and beverage company resumed trading in mid-March

CATALIST-LISTED food and beverage firm No Signboard Holdings : 9I7 +7.91% will be renamed as Bromat Holdings, and the counter will trade under this name from Jul 2.

 

In a filing to the Singapore Exchange on Thursday (Jun 27), No Signboard said the change of name &ndash approved at the annual general meeting on Monday &ndash has been lodged with the Accounting and Corporate Regulatory Authority as well.

 

The &ldquo No Signboard&rdquo trademarks were sold under a settlement agreement in March with the company&rsquo s former executive chairman Lim Yong Sim, former controlling shareholder GuGong, and Mattar Road No Signboard Seafood Restaurant.

 

The company, which now also counts catering among its businesses, resumed trading in mid-March, more than two years after it voluntarily suspended its trading amid a string of legal proceedings.

 

RESTAURANT operator No Signboard said on Thursday (Mar 21) that it will sell its trademarks under a settlement agreement with its former executive chairman, Lim Yong Sim, former controlling shareholder GuGong and Mattar Road No Signboard Seafood Restaurant (MRNSSR).

 

The move comes a day after GuGong and Lim said they would sell their combined 254.4 million shares in the company to three investors for S$500,000. Lim also tendered his resignation on Wednesday.

 

Under the terms of the settlement agreement, GuGong, Lim and MRNSSR agreed to release and discharge No Signboard and its board from all claims, demands, liabilities and rights that each of them may have.

 

The company also agreed to release Lim, GuGong and MRNSSR from all claims, demands and liabilities.

 

GuGong and Lim, on their part, will not take further steps to call for an extraordinary general meeting of the company.

 

The company further announced that it will sell its &ldquo No Signboard&rdquo trademarks to GuGong for S$10,000. It noted that the trademarks are not capitalised as intangible assets and have no net book value or open market value.

 

The company added that since acquiring Dining Haus, the group has not expected to rely on the trademarks to operate its business in future.

 

Instead, it intends to conduct a rebranding exercise, including the rebranding of its casual and quick-serve restaurant outlets operating under the &ldquo No Signboard&rdquo name.

 

&ldquo The Covid-19 pandemic brought on significant changes in the competitive environment and the company&rsquo s customers, and the rebranding exercise speaks to how the brand addresses stakeholders and customers&rsquo needs amid the changing competitive landscape,&rdquo the company said.

 

Under the settlement agreement, it said it will also change its name within three months.

 

No Signboard Holdings&rsquo controlling shareholders, GuGong and Lim Yong Sim, has agreed to sell their total stake in the company for a consideration of $0.5 million. Sale and purchase agreements (SPAs) were signed with the purchasers, Wang Huan, Qi Aina and Yang Ji Hui, on March 20.

 

GuGong and Lim, the executive chairman of No Signboard, hold a total stake of 254.4 million shares, which make up 55.03% of No Signboard&rsquo s total share capital.

 

Following the transaction, GuGong and Lim will not hold any shares in No Signboard. They will also have ceased to be the company&rsquo s controlling shareholders.

 

According to No Signboard, Wang, Qi and Yang and investors with business interests in China. They are also independent from one another and are not parties acting in concert. The purchasers do not have the right to nominate any directors onto the board. No breakdown of the shares sold to each purchaser was given in No Signboard&rsquo s bourse filing on March 20.

 

Lim has also tendered his resignation as executive chairman of the company on the same day, following the sale of his existing interest in the company. According to the filing on SGX, Lim will be pursuing &ldquo other personal interests&rdquo after the resignation.

 

His effective date of cessation is March 20. He will also cease his directorships in the subsidiaries of No Signboard. Lim was first appointed to the post on June 1, 2017.

 

The sale and resignation come after No Signboard announced, on March 19, that no injunction application was filed by GuGong against the company. This follows the March 15 announcement where GuGong notified the company that it will file an action in court to prevent No Signboard and Gazelle Ventures, a white knight investor, from proceeding with the proposed share consolidation, the proposed allotment, the proposed transfer of controlling interest and the proposed amendments to the constitution, if there was no settlement reached between all three parties. Gazelle Ventures had invested $5 million into the company on July 1, 2022.

 

&ldquo The board continues to engage with GuGong regarding a settlement and will inform shareholders when there are material updates,&rdquo said the March 19 statement signed by Lim Teck-Ean, executive director and interim CEO of No Signboard. Lim, who is also a substantial shareholder of Gazelle Ventures, was made interim CEO on Oct 10, 2023. The appointment came after the then-executive chairman and CEO, Lim Yong Sim, was charged with share price rigging offences under the Securities and Futures Act 2001 (SFA).

 

On March 19, No Signboard also said that it will be going ahead with the proposed 6-to-1 share consolidation. The proposed consolidation will be effective from 9am on March 22, a day after the record date of March 21.

 

Shares in No Signboard resumed trading on March 15 after it received a letter of no-objection from the Singapore Exchange S68 0.00% Regulation (SGX RegCo) on its trading resumption proposal