ANG Kong Meng, Datapulse Technology : BKW +7.14%&rsquo s chairman since a board reconstitution in July, has amassed more than half the total number of shares and warrants in the company, turning his cash offer unconditional in all respects.

 

As at 6 pm on Thursday (Sep 28), he had received valid acceptances of about 41.1 million shares, or 17.1 per cent of the total number of shares, as well as 4.4 million warrants, representing about 5 per cent of the total number of warrants.

 

This brought the total number of shares owned, controlled, or agreed to be acquired by him and his concert parties to around 144.6 million, representing 60.3 per cent of the total number of issued shares, and 51.9 per cent of the maximum potential share capital in the company.

 

The aggregate number of warrants reached around 54.4 million, or 61.1 per cent of the total number of warrants issued.

 

Datapulse also noted in its bourse filing on Friday that Ang will not extend the closing date on Oct 3. Acceptances received after 5.30 pm that day will be rejected.

 

On Aug 11, he had launched a mandatory conditional cash offer to acquire all the hotel and hospitality company&rsquo s shares at a unit price of S$0.09, after acquiring some 41.9 million Datapulse shares from the company&rsquo s former chairman, Aw Cheok Huat, through a married deal.

 

As at the offer announcement, Ang had a 43.2 per cent stake in the company.

 

He also made an offer for the warrants at S$0.01 apiece in cash, which was based on the highest amount paid by the offeror and concert parties in the six months before the offer announcement date.

On Dec 29, Datapulse Technology : BKW +3.77% chairman and non-independent non-executive director Aw Cheok Huat acquired 411,900 shares at S$0.10 per share. The married deal increased his total interest in the hotel and hospitality property investment business from 10.00 per cent to 10.19 per cent.

 

Aw&rsquo s background spans mergers and acquisitions and corporate restructuring with some 25 years of experience in the hospitality industry.

 

On Oct 21, Datapulse Technology executive director Yee Chia Hsing acquired 77,900 shares at an average price of 9.7 cents per share.

 

This was his first acquisition of shares in the company since his appointment to the board on Aug 1.

 

Prior to his appointment, Yee was the director of corporate affairs at iX Biopharma and general manager of its nutraceutical business from 2021 to 2022 and head of Catalist, CIMB Bank, Singapore Branch from 2011 to 2021. He is also the lead independent director of First Sponsor Group and a member of the audit committee of Ren Ci Hospital (a Singapore charity).

 

He previously served as a Member of Parliament of Chua Chu Kang GRC, Nanyang division, from 2015 to 2020.

 

On Sep 28, Datapulse Technology reported attributable loss of SS$3.3 million for its FY22 (ended Jul 31) against a loss of S$3.7 million in FY21.

 

The hotel operations business contributed S$1.5 million of revenue through the group&rsquo s hotel, Travelodge Myeongdong City-Hall, while asset management fees and investment income each contributed S$0.2 million.

 

On Oct 20, Datapulse Technology received approval in-principle for the listing and quotation of up to 109,537,422 rights warrants and up to 109,537,422 new shares to be issued credited as fully paid upon the exercise of the rights warrants.

MAINBOARD-LISTED Datapulse Technology has appointed Lau Yin Whai as financial controller and company secretary of the company.

 

With effect from Jan 21, Lau will be responsible for the financial, accounting and corporate secretarial functions of the company and the group, Datapulse Technology disclosed in a bourse filing on Sunday (Jan 23).

 

He has over a decade of auditing experience, serving as an audit assistant manager at PwC from 2008 to 2012, and an audit senior manager at Deloitte from 2013 to 2021.

 

Meanwhile, executive director Lee Kam Seng has resigned to pursue personal interests and devote more time to other commitments. He had taken on the role since June 2019 and will officially step down on March 27.

 

Shares of Datapulse Technology last traded on Wednesday (Jan 19) at S$0.10.

NO ONE blinked last month when the Singapore Exchange (SGX) reprimanded mainboard-listed Datapulse Technology' s three former executive directors, including a long-serving co-founder who sold his entire stake and bowed out of the company in 2017, days after he was re-elected as director.

 

The SGX' s Listings Disciplinary Committee (LDC) sanctioned the trio - Ng Cheow Chye (the company' s co-founder, former chief executive and deputy chairman), his brother Ng Cheow Leng, and Si Fok Yong - for failing to ensure that the company provided an accurate and clear picture in a circular issued four years ago. Shareholders had at the time been asked to vote on a major disposal of Datapulse' s only factory and headquarters at Tai Seng Drive for S$53 million.

 

It wasn' t unthinkable that the public rebuke went largely unnoticed. Datapulse has seen plenty of drama in the form of unexpected ownership changes, shareholder spats and governance fall-outs.

 

Still, public reprimands of directors are few and far between on the SGX. The significance of this one should not be missed. This is in fact the first time the regulator has reprimanded directors on such grounds.

 

The trio had also attempted to appeal against the decision, but were turned down.

 

At the company' s extraordinary general meeting (EGM) on Sept 28, 2017, 99.61 per cent of shareholders present and voting approved the proposed disposal of the Tai Seng property.

 

But the LDC has contended that shareholders were not provided with material information - related to another acquisition of an industrial property in Toa Payoh - to make an informed decision at the EGM. The Toa Payoh property was meant to be a replacement premises for Datapulse' s business and hence was not totally separate and independent from the proposed disposal.

 

The National Environment Agency (NEA) had in fact rejected Datapulse' s application to use the Toa Payoh site for manufacturing activities. Ensuing appeals were rejected too.

 

The LDC' s position is that the acquisition of the Toa Payoh property was clearly related to and was an important part of the context of the proposed disposal. Hence, it was reasonable for shareholders to be updated on the NEA' s rejections.

 

" The natural questions that would have arisen in shareholders' minds as a result of the NEA' s rejections of the company' s appeals were whether there would be any impact on the company' s continued operations, what were the company' s alternatives, and whether it was still prudent to proceed with the proposed disposal," said the LDC.

 

The LDC further rebuffed the directors' arguments that the NEA rejections were not material. It described as " untenable" the trio' s defence that as laymen, they lacked the legal experience to ensure the company' s compliance with regulatory requirements and had deferred to the independent directors and the chairman on such matters.

 

Indeed, there was ample time for the company to disclose the NEA' s first rejection in the circular and the second rejection before the EGM. This was not done.

 

Instead, Datapulse chose to announce that it was scrapping the option to buy the Toa Payoh property two months post-EGM. That same day, filings to the stock exchange revealed that Mr Ng Cheow Chye had sold his entire block in the company for nearly S$27 million at 55 Singapore cents apiece - a substantial premium over its stock price of 36 Singapore cents when the agreement on the stake sale was inked.

 

The regulator' s admonishment of Datapulse' s past directors comes nearly four years after the breach. The year 2017 and the ensuing years were controversial periods for the company due to other perceived disclosure and governance lapses. Shareholders might, therefore, be wondering: Is this it?

 

In a post on his website, governance hawk Mak Yuen Teen, of the NUS Business School, said: " Does this mean that the other potential breaches were not breaches at all? It is possible of course that private reprimands were issued for some other breaches, but the market is none the wiser in such cases."

 

Datapulse hasn' t had any luck since it switched lanes from the ailing media storage business in 2017 and flirted with a shampoo and hairspray business. This business was sold back at a loss a year later. In 2019, it ventured into the hotel business - drawing some consternation from shareholders - which has now been hit by the pandemic.

 

While shareholders may be somewhat placated by the regulator' s recent public reprimand, they are not much better off. And it would be tough to argue that the outcome of the whole affair has been satisfactory.

 

In fact, such a result can hardly be much of a deterrent for errant directors in the future.

 

THREE former executive directors of Datapulse Technology have been reprimanded by the Listings Disciplinary Committee (LDC) of the Singapore Exchange (SGX) for breaching a mainboard listing rule.

 

The trio are Ng Cheow Chye, Ng Cheow Leng, and Si Yok Fong @ Chin Yok Fong, SGX said on Thursday.

 

The directors failed to ensure that Datapulse had provided in its circular all information necessary for shareholders to make a properly informed decision on the disposal of its property at 15A Tai Seng Drive at the extraordinary general meeting (EGM) in September 2017.

 

Two months before that, Datapulse had announced that it had granted an option to a purchaser for the sale of its sole manufacturing premises at the property for S$53.5 million. In August, the company announced that it was granted an option to purchase a property at 5 Toa Payoh West for S$10.5 million.

 

To acquire the Toa Payoh property, Datapulse required the approval of Jurong Town Corporation, which included the approval of the National Environment Agency (NEA), for the use of the property for its manufacturing activities.

 

NEA rejected the company' s proposed use of the Toa Payoh property for its manufacturing activities on Sept 4, 2017. Subsequent appeals by the company that month were also rejected.

 

On Sept 12, 2017, Datapulse issued a circular to inform shareholders about the proposed disposal of the Tai Seng Property, a major transaction that required shareholders' approval.

 

Shareholders were to vote on the disposal at an EGM on Sept 28, 2017. During the EGM, 99.6 per cent of shareholders present and voting, approved the proposed disposal.

 

The LDC said that the NEA rejections were material and/or necessary information for shareholders to make an informed decision at the EGM.

 

" From a reading of the circular, it was clear that the acquisition of the Toa Payoh property was related to and an important part of the context of the proposed disposal," it said. " As such, it was reasonable to expect shareholders to have been informed of any material developments affecting the company' s proposed acquisition of the Toa Payoh property."

 

The LDC noted that shareholders would have had questions arising from the NEA rejections - such as whether there would be any impact on Datapulse' s continued operations, and whether it was still prudent to proceed with the proposed disposal in circumstances where it was not possible to acquire the Toa Payoh property as replacement premises.

 

The trio, who resigned as directors in December 2017, have filed a notice of appeal against the decision of the LDC. However, SGX said an appeal would not be heard, as the chairman of the Listings Appeals Committee is of the opinion that grounds for appeal have not been met.

 

Datapulse was in the media-storage business since its listing in 1994 until FY2018. It is now principally engaged in hotel and hospitality property investment.