Ooway' s clarification comes nearly a week after Kitchen Culture' s board claimed Ooway had made statements with various &ldquo factual inaccuracies and mischaracterisation of events&rdquo . 

OOWAY Group on Thursday (Oct 20) said its S$1.5 million interest-free loan offered to Kitchen Culture : 5TI 0% did not come with any pre-conditions, contrary to what the latter has said.

 

Its clarification comes nearly a week after the board of Catalist-listed Kitchen Culture claimed Ooway Group had made statements with various &ldquo factual inaccuracies and mischaracterisation of events&rdquo .

 

Kitchen Culture alleged in its Oct 14 statement that the S$1.5 million interest-free loan offered by Ooway Group to help the company meet its general working capital requirements came with a pre-condition that a specific candidate had to be appointed the company&rsquo s chief financial officer. 

 

Kitchen Culture said it could not accept the condition after its board&rsquo s nominating committee found the candidate unsuitable. 

 

The company subsequently sought urgent funding from other sources after balance proceeds from past fundraising activities started to fall to a &ldquo precariously low level of S$26,559&rdquo . At the same time, liabilities accumulated under the management of former executive director and interim chief executive Lincoln Teo swelled to about S$935,000.

 

This led to Kitchen Culture entering into an agreement with lender Tan Gin Tat for a S$1 million loan, so that it can meet its anticipated general working capital requirements until the end of 2022. The loan came with a term of one year and an interest rate of 10 per cent per annum.

 

In its latest statement on Thursday, Ooway Group noted that the terms for its S$1.5 million loan included a loan tenor of one year from the first drawdown date, no interest being payable, and Ooway having the option to extend its loan tenor or convert the loan to equity shares of Kitchen Culture after the initial term expires.

 

&ldquo This proposed unconditional interest-free loan was not accepted by the board of Kitchen Culture for reasons unknown to us,&rdquo said Ooway Group representative Liu Yanlong. 

 

The company has invited Kitchen Culture&rsquo s board to further clarify and circulate the final version of its term sheet dated Jun 8, 2022, to shareholders. 

 

Ooway Group is a corporate entity with a stake in Big Data credit management firm Ooway Technology, in which Kitchen Culture has a 30 per cent stake.

 

Kitchen Culture&rsquo s board on Sep 30 received a notice from Ooway Group and seven individuals who own an aggregate of 21.71 per cent of the company&rsquo s shares asking for five of its directors to resign. Among these shareholders, Ooway Group holds the largest stake in Kitchen Culture at 21.19 per cent.

 

CATALIST-LISTED Kitchen Culture : 5TI 0% is taking legal advice in response to letters from Lin Xiao Long, Ling Chui Chui, OOWAY Group, Koh Cher Chow, Koh Ngin Joo, Lim Cheng Huat, Chew Yu Sheng and Soh Koon Eng (shareholders), over their convening of an extraordinary general meeting (EGM) on 1 November.

 

Since the letter enclosed with a Notice of Extraordinary General Meeting was announced on 14 October, the company has received a further email on the same date about a typographical error in the notice of EGM and proxy form. In the email and letter on 14 October the shareholders asked Kitchen Culture to confirm if the Notice will be punctually published by 17 October, stating an obligation under Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings of Companies, Variable Capital Companies, Business Trusts, Unit Trust and Debenture Holders) Order 2020.

 

The shareholders claimed that any refusal or failure to do so would compel them to turn to litigation for obstruction of their shareholder rights. There would be further emails on 17 and 19 October alluding to the claims, with the email on 19 October going further to add that the publication was &ldquo mandatory&rdquo under SGX Catalist Rule 704(14). This rule would form the &ldquo basis&rdquo upon the shareholders&rsquo claim to require Kitchen Culture to published the notice. 

 

&ldquo The company is taking full advice on, among other issues, Catalist Rule 704(14) in response to the 19 October 2022 Email. Preliminarily, it is noted that in this case, the relevant shareholders took it upon themselves to invoke, and thus to take the necessary steps to call a general meeting pursuant to, Section 177 of the Companies Act 1967,&rdquo said Kitchen Culture in its response to the shareholders.

 

In letters to the shareholders, Kitchen Culture had asked if the shareholders had sent a copy of the notice to other shareholders via means permitted by the Companies Act and to furnish a reply. The shareholders have yet to reply to that request, which is required for verification and taking legal advice on the validity of the calling of the EGM.

 

&ldquo Meanwhile, the company is in the midst of obtaining legal advice on other aspects of the Purported Notices of EGM and the intended EGM, including as to the form, content as well as the processes involved in relation to the Purported Notices of EGM and the intended EGM,&rdquo said Kitchen Culture in a bourse filing on Thursday.