| Latest Forum Topics / Spackman |
 Post Reply
|
|
Spackman entertainment
|
|||||
|
moonsun
Veteran |
05-Sep-2020 10:17
|
||||
|
x 0
x 0 Alert Admin |
Must see response and how Regco react. If just plan talk without action is still useless. But judging by tone, this time they will go after board and independent directors etc. From paying usd$3 cash to SMG to one big loop using share swop back with Spackman equities at sgd2.3 is difficult to justify using a paper hk lregistered 60c company. What returns does smg contribution to bottomline? Another can of 🐛
|
||||
| Useful To Me Not Useful To Me | |||||
|
sbscap
Master |
05-Sep-2020 09:53
|
||||
|
x 0
x 0 Alert Admin |
After a long hiatus, Regco woke up, read Dr Mak' s article and went after Spackman. It can no longer accept the excuse of " confidentiality" for the persons behind all these share swaps as a reason for non-disclosure. Instead, it seems to assume that all these share swaps are all IPT transactions. But what is done cannot be undone. At least the music stops. | ||||
| Useful To Me Not Useful To Me | |||||
|
|
|||||
|
moonsun
Veteran |
04-Sep-2020 13:56
|
||||
|
x 0
x 0 Alert Admin |
Board & independent director invited for kopi soon..
hope bros heed my earlier warning dun kenna burn ! Cheers
|
||||
| Useful To Me Not Useful To Me | |||||
|
TraderBen
Supreme |
04-Sep-2020 09:32
|
||||
|
x 0
x 0 Alert Admin |
Tio bio alrdy.. cannot hanky panky anymore. Can buy a bit to try? | ||||
| Useful To Me Not Useful To Me | |||||
|
Joelton
Supreme |
04-Sep-2020 09:16
|
||||
|
x 0
x 0 Alert Admin |
SGX RegCo blocks Spackman Entertainment' s proposed divestment
THE regulatory arm of the Singapore Exchange (SGX RegCo) is blocking a proposed divestment by Spackman Entertainment Group (SEG), pending a review of certain past acquisitions.
The directive, which came via a Notice of Compliance on Thursday night, requires SEG to conduct a review of its previous dealings to assess if they were on normal commercial terms or if they were prejudicial to the interests of minority shareholders.
On Aug 18, SEG had announced plans to sell its entire 43.88 per cent interest in Spackman Media Group (SMG) to its substantial shareholder, Spackman Equities Group (SQG), a company listed on the TSX Venture Exchange in Canada.
The consideration of S$2.30 per SMG share was the floor price that the board had set, and shall be fully satisfied by shares of SQG.
SGX RegCo noted that in March 2017, SEG purchased one million shares of SMG from certain existing shareholders at US$3 per share, which increased the company' s shareholding interest in SMG from 24.53 per cent to 27.80 per cent.
Through subsequent purchases between Oct 2017 and Aug 2018, SEG purchase a total of close to 5.5 million SMG shares at US$3 each, which further increased the company' s stake in SMG to 43.88 per cent.
When SGX RegCo queried SEG on these acquisitions, it explained that the share purchases were part of a restructuring exercise in connection with a proposed listing of SMG on the Hong Kong Stock Exchange.
SEG also told SGX RegCo that the shares in SMG were acquired at a significant premium to SMG' s net tangible asset value, because it was a profitable company with the potential to grow significantly in value.
However, concerns have been raised about whether these transactions were entered into on normal commercial terms and in the interest of the company and its shareholders.
This is because the divestment proposed this month is at a " significantly lower" price than what SEG paid initially, while SEG, SMG and SQG share common directors (past and current), SGX RegCo said in a statement on Thursday.
SGX RegCo has therefore directed SEG' s Audit & Risk Management Committee to perform a " holistic review" on the past acquisitions, including but not limited to, background checks on the vendors.
SEG is also required to provide SGX RegCo with details of the due diligence it performed on the past acquisitions and the vendors.
Until the review is completed and SGX RegCo is satisfied with the findings, SEG cannot enter into a binding agreement in relation to the proposed divestment.
If SGX RegCo deems any or all of the past acquisitions to be interested-person transactions (IPTs) under Chapter 9 of the Catalist Rules, it reserves the right to impose disciplinary actions against the company and/or relevant person(s).
SGX RegCo will also scrutinise the proposed divestment to determine if it constitutes an IPT, it said.
|
||||
| Useful To Me Not Useful To Me | |||||
|
|
|||||
|
Starship
Supreme |
04-Sep-2020 00:28
|
||||
|
x 0
x 0 Alert Admin |
SGX RegCo blocks Spackman Entertainment' s proposed divestment THU, SEP 03, 2020 - 9:59 PM THE regulatory arm of the Singapore Exchange (SGX RegCo) is blocking a proposed divestment by Spackman Entertainment Group (SEG), pending a review of certain past acquisitions. The directive, which came via a Notice of Compliance on Thursday night, requires SEG to conduct a review of its previous dealings to assess if they were on normal commercial terms or if they were prejudicial to the interests of minority shareholders. On Aug 18, SEG had announced plans to sell its entire 43.88 per cent interest in Spackman Media Group (SMG) to its substantial shareholder, Spackman Equities Group (SQG), a company listed on the TSX Venture Exchange in Canada. The consideration of S$2.30 per SMG share was the floor price that the board had set, and shall be fully satisfied by shares of SQG. SGX RegCo noted that in March 2017, SEG purchased one million shares of SMG from certain existing shareholders at US$3 per share, which increased the company' s shareholding interest in SMG from 24.53 per cent to 27.80 per cent. Through subsequent purchases between Oct 2017 and Aug 2018, SEG purchase a total of close to 5.5 million SMG shares at US$3 each, which further increased the company' s stake in SMG to 43.88 per cent. When SGX RegCo queried SEG on these acquisitions, it explained that the share purchases were part of a restructuring exercise in connection with a proposed listing of SMG on the Hong Kong Stock Exchange. SEG also told SGX RegCo that the shares in SMG were acquired at a significant premium to SMG' s net tangible asset value, because it was a profitable company with the potential to grow significantly in value. However, concerns have been raised about whether these transactions were entered into on normal commercial terms and in the interest of the company and its shareholders. This is because the divestment proposed this month is at a " significantly lower" price than what SEG paid initially, while SEG, SMG and SQG share common directors (past and current), SGX RegCo said in a statement on Thursday. SGX RegCo has therefore directed SEG' s Audit & Risk Management Committee to perform a " holistic review" on the past acquisitions, including but not limited to, background checks on the vendors. SEG is also required to provide SGX RegCo with details of the due diligence it performed on the past acquisitions and the vendors. Until the review is completed and SGX RegCo is satisfied with the findings, SEG cannot enter into a binding agreement in relation to the proposed divestment. If SGX RegCo deems any or all of the past acquisitions to be interested-person transactions (IPTs) under Chapter 9 of the Catalist Rules, it reserves the right to impose disciplinary actions against the company and/or relevant person(s). SGX RegCo will also scrutinise the proposed divestment to determine if it constitutes an IPT, it said. https://www.businesstimes.com.sg/companies-markets/sgx-regco-blocks-spackman-entertainments-proposed-divestment |
||||
| Useful To Me Not Useful To Me | |||||
|
Integrity
Elite |
04-Sep-2020 00:24
|
||||
|
x 0
x 0 Alert Admin |
Not even worth 0.1 cent in my opinion. | ||||
| Useful To Me Not Useful To Me | |||||
|
jackjack
Veteran |
03-Sep-2020 23:25
|
||||
|
x 0
x 0 Alert Admin |
Hoho even sgx tells you is all con man business Danger is in real danger lo. The share because worthless, not even a toilet paper because now all go digital d Good luck bah | ||||
| Useful To Me Not Useful To Me | |||||
|
|
|||||
|
tangoanna
Master |
03-Sep-2020 23:14
|
||||
|
x 0
x 0 Alert Admin |
SGX RegCo blocks Spackman Entertainment' s proposed divestmenthttps://www.businesstimes.com.sg/companies-markets/sgx-regco-blocks-spackman-entertainments-proposed-divestment |
||||
| Useful To Me Not Useful To Me | |||||
|
Eagleman
Member |
02-Sep-2020 16:39
|
||||
|
x 0
x 0 Alert Admin |
Does SGX has the power to stop the sales? Since the sales is not to an external independent buyer but to a related company with same owners. | ||||
| Useful To Me Not Useful To Me | |||||
|
Integrity
Elite |
02-Sep-2020 15:47
|
||||
|
x 0
x 0 Alert Admin |
I smell Yuuzoo in this, that' s why i siam far far away. | ||||
| Useful To Me Not Useful To Me | |||||
|
jackjack
Veteran |
02-Sep-2020 15:39
|
||||
|
x 0
x 0 Alert Admin |
Simply put is just a con man company la. So damnnnnnn obvious. Keep throw announcement everywhere and dropping the share price Only noobs like Danger still willing to trust them and getting screw up. Lol | ||||
| Useful To Me Not Useful To Me | |||||
|
|
|||||
|
lailai
Elite |
02-Sep-2020 10:09
|
||||
|
x 0
x 0 Alert Admin |
Reflects poorly on SGX as the exchange regulator. Imo, SGX shd call up the Prof and query him to show proof of what he has written. And if he is able to show them proof without a doubt, then SGX shd take swift action against those responsible in the Spackman Group. Just opinion. 
|
||||
| Useful To Me Not Useful To Me | |||||
|
moonsun
Veteran |
02-Sep-2020 09:20
|
||||
|
x 0
x 0 Alert Admin |
Between March 2, 2017 and August 6, 2018, Spackman Entertainment Group Limited (SEGL) announced five share swap transactions with shareholders of its HK associate company, Spackman Media Group Limited (SMGL). Through these transactions, SEGL increased its stake in SMGL from 27.4% to 43.88% at US$3 per share. These transactions are summarised in my recent post ?Spackman Entertainment Not Thrilling for Shareholders? on August 22 which can be found here (https://governanceforstakeholders.com/2020/08/22/spackman-entertainment-not-thrilling-for-shareholders/).
The article also explains how SMGL became an associate of SEGL in the first place ? through a share swap transaction with then newly-incorporated SMGL, whereby SEGL?s stake in Spackman Media Group Private Limited (SMGPL) was swapped its initial 24.53% stake in SMGL. At the time of these transactions, I had raised questions as part of another article I posted on June 11, 2018, called ?Query System Needs to be Reviewed?, which can be found here: (https://governanceforstakeholders.com/2018/06/11/query-system-needs-to-be_reviewed/) Under my supervision, my students also wrote a case study, and an abridged version was published in Volume 8 of the annual Corporate Governance Case Studies publication by CPA Australia, which I edited. The abridged case study can be found here: (https://governanceforstakeholders.com/2020/08/18/spackman-entertainment-case-study/) On August 18, SEGL announced that it had signed a non-binding MOU to sell its entire 43.88% stake in SMGL to its substantial shareholder, Spackman Equities Group Inc (SQG), listed on the TSX Venture Exchange in Canada. The proposed price is to be no less than KRW2,000 or S$2.30 per share, and is to be finalised. The proposed price is a far cry from the US$3 per share SEGL paid to increase its stake in SMGL. Further, SQG looks to be a company in trouble. Using public information on SMGL obtained from public company records in Hong Kong, and US court records available online, I was able to establish the third parties who were involved in the five share swap transactions in 2017 and 2018. Share swap 1: On March 2, 2017, SEGL announced that it would acquire an additional 1 million shares or 3.27% stake in SMGL at US$3 per share, bringing its stake from 24.53% to 27.8%, through an issue of 398.8 million SEGL shares (or 6.56% of the issued shares prior to the transaction). The third parties were described as ?certain existing shareholders? of SMGL, and the company said none of the directors or controlling shareholders of SEGL has any direct or indirect interest in the proposed acquisition of SMGL shares, or are related to SMGL. The share swap was completed on March 20, 2017. SGX did not query who the ?certain existing shareholders? were. SMGL?s records show that on August 18, 2017, one million SMGL shares were acquired by SEGL. The three shareholders who sold their stakes were Lian Sheng (Gold Dragon Edition) Asset Management Ltd, a BVI-incorporated entity an individual with a registered address in Singapore and another BVI-incorporated company called DVG Limited. Interestingly, the one million shares were recorded as being transacted at HK$1 each, not US$3. A BVI court-ordered document included a sworn affidavit dated February 2019 available online from court records shows that the last beneficial owner of DVG was a Mr Jae Seung Kim. Another affidavit by Mr Charles Choi Spackman in May 2019 also available online states that Mr Jae is Mr Spackman?s brother-in-law, by virtue of Mr Spackman?s marriage to Mr Jae?s sister, Ms So Hee Kim. Mr Spackman is of course the founder of SEGL and was its executive chairman until his resignation on December 19, 2017. Was the announcement about absence of direct or indirect interest accurate? Why were all those shares recorded as been transferred at HK$1 each, when SEGL announced that it was US$3 each? HK company records also show that on August 18, 2017, DVG transferred 200,000 SMGL shares to Singapore-incorporated Constellation Agency Pte Ltd and another 30,000 SMGL shares to an individual in Korea, all at just HK$1 per share. On December 22, 2017, SEGL announced that it was acquiring 100% of Constellation Agency for S$16.6 million through the issue of 144.8 million SEGL shares, equivalent to 28.09% of SEGL?s total issued share capital as of the date of the announcement. The interest of Constellation Agency in SMGL was not disclosed. Share swap 2: On October 11, 2017, SEGL announced another share swap for 900,000 SMGL shares at US$3 each, with SEGL issuing 463 million shares or 6.14% in exchange. Again, the sale and purchase agreement (SPA) was said to be with ?certain existing shareholders? of SMGL. Interestingly, the company said that this would increase its SMGL stake from 26.17% to 29.12% even though the earlier transaction was to have increased its SMGL stake to 27.8%. This was because on the same day that SEGL acquired the one million shares in the first share swap ? i.e., August 18, 2017 ? SEGL transferred 497,250 of those shares to a Korean individual named Mr Kim Junyoung. The number of shares was exactly the difference between 27.8% and 26.17%. Why this was done is not clear, and there was no announcement by SEGL about it. The SMGL shareholders who swapped their shares with SEGL in this second transaction were DVG (500,000 shares), and four individuals with registered addresses in Hong Kong, Macau, PRC and US who each swapped 100,000 shares, all at US$3 each. These were recorded in the HK records on November 21, 2017. That same day, BVI-incorporated GD Enterprise also transferred four million SMGL shares at US$1 each to another BVI-incorporated company called Azur Investissement Ltd. Publicly available court records online show Mr Jae Seung Kim as the last beneficial owner of GD and the sole director and shareholder of Azur. Note that throughout the first two transactions, Mr Spackman was SEGL?s executive chairman. Share swap 3: On December 22, 2017, SEGL announced a third share swap to increase its stake in SMGL from 29.12% to 32.13% by acquiring 920,000 SMGL shares for US$3 each. SMGL was to issue 32.4 million shares, equivalent to 6.29% of all SEGL shares as at the date of the announcement. Again, the share swap was said to be with ?certain existing shareholders? and there was the same statement about no director or controlling shareholder having any direct or indirect interest in the transaction. SMGL?s records show that on January 2, 2018, 920,000 shares were transferred from DVG to SEGL at US$3 per share. That same day, GD transferred another 300,000 SMGL shares at US$3 each to Constellation Agency. Before the fourth share swap transaction described below, on February 22, 2018, GD transferred 3,503,850 SMGL shares to BVI-incorporated Trinity Capital Advisors Ltd at HK$1 per share. DVG also transferred 383,333 SMGL shares to Trinity at HK$1 per share and 250,000 SMGL shares to BVI-incorporated Zymmetry Investments Ltd. Public court records show that Mr Jae Seung Kim is a director of Trinity, while his wife and Mr Charles Spackman?s sister, Ms So Hee Kim, is the sole beneficiary shareholder. By this time, Mr Charles Spackman had stepped off the board. Mr Anthony Wong Wei Kit, an independent director, was re-designated as independent chairman. On January 18, 2018, 43 year-old Mr Richard Lee, who was the head of business development of SEGL, was appointed as interim CEO and executive director of SEGL. On February 20, 2019, he was re-designated to non-executive director. He was also ? and remains as ? chairman and interim CEO of Spackman Equities Group (SQG) and executive director of SMGL. Share swap 4: On May 22, 2018, SEGL announced its fourth share swap transaction. This time, it was for 2.3 million SMGL shares at US$3 each, equivalent to 7.52% interest in SMGL. Again, it was said to be with ?certain existing shareholders? but this time, added that they were ?unrelated third parties?. The transaction was to increase SEGL?s stake from 33.76% to 41.28%. The previous transaction had increased the stake to 32.13%.The difference of 1.63% is equivalent to 500,000 SMGL shares held by Constellation Agency which was acquired by SEGL. SMGL?s records show 2.3 million SMGL shares were transferred on June 14, 2018 from five SMGL shareholders ? Azur (825,000 shares), Trinity (825,000 shares), Zymmetry (250,000 shares), and two Singaporeans by the name of Ms Leong Lai Yee and Mr Soo Kee Wee. The first two are of course owned by Mr Spackman?s sister and brother-in-law. It is unclear who owns Zymmetry but Zymmetry had just three months earlier acquired the 250,000 SMGL shares from DVG for just HK$1 each. Ms Leong and Mr Soo were shareholders of SMGL from the beginning. SMGL?s records show that Ms Leong received 1.5 million SMGL shares and Mr Soo 375,000 SMGL shares on December 1, 2015 as part of a share swap agreement. It would appear that they were shareholders of Spackman Media Group Pte Ltd (SMGPL), which was a partly-owned owned subsidiary of SEGL after SEGL divested some of its shares, and then swapped their shares of SMGPL with SMGL to acquire their initial interest in SMGL. On June 6, 2018, SEGL responded to SGX?s queries about this fourth share swap transaction. It was the first time that SGX had queried these transactions. Share swap 5: On August 6, 2018, SEGL announced the last of the share swap transactions for SMGL shares. This time, it was for 1,345,288 shares again at US$3 each, increasing its stake from 41.28% to 43.88%. The announcement again mentioned that the vendors of the SMGL shares as ?certain existing shareholders? of SMGL and ?unrelated third parties?. SMGL?s records show four transfers involving a total 1,345,288 shares at US$3 each on September 7, 2018 from the following: Singapore-incorporated ICH Gemini Asia Growth Fund Pte Ltd (583,288 shares) Trinity (550,000 shares), BVI-incorporated Yellow Pearl Investment Holdings Ltd (35,333 shares) and a Singapore-based individual (176,667 shares). SGX issued another set of queries on August 23, 2018, including asking SEGL to tabulate the series of transactions relating to the acquisition of stakes in SMGL and the corresponding SMGL vendors in each transaction. The company only disclosed the number of vendors for the four share swaps over the last 12 months and declined to disclose the identities of the vendors ?due to confidentiality reasons?. It is surprising that SGX accepted such a reason as the identities of the vendors are a matter of public record in HK and from public court filings. Through court documents, I have also been able to show certain relationships involving these vendors. Before SEGL started its series of share swap transactions for SMGL shares, there were numerous transactions, the vast majority involving DVG and GD transferring shares to individuals and entities. According to publicly available SMGL records, most of these transactions were at less than US$3 per share, with many at HK$1 each. Public court records available online show that on March 4, 2019, the BVI Commercial Court issued a worldwide injunction against Azur, Trinity, DVG and GD. Mr Jae Seung Kim is listed in the public court records as the sole beneficial owner of Azur, DVG and GD, while Ms So Hee Kim is listed as the sole beneficial owner of Trinity. Mr Charles Spackman is listed as the presumed beneficial owner for all four companies. The injunction covers disposing of or dealing in any shares in SMGL. However, Azur and Trinity appear to have breached the injunction as public records show that they together sold 5,753,968 shares to HK-incorporated Plutoray Pte Ltd for HK$1 per share on April 24, 2019. These records also show that a few months later, all the shares were transferred to Cayman-incorporated Republic Park Productions for HK$1 each. In addition to the above share swaps, SEGL has also undertaken several placements. Even though SEGL disclosed that the subscribers are unrelated to the company, this may not be the case. For example, as I pointed out in my August 22 article, on May 27, 2020, SEGL announced a proposed placement of more than 743 million shares which represented 38.7% of the enlarged share capital. The company disclosed the identity of 11 subscribers and said they currently do not have any connections or relationships (including business relationships) with the Group, any of the Directors and/or substantial shareholders of the Company, save for two corporate subscribers who are current shareholders of SEGL. However, an annual return dated October 13, 2019 for SMGL obtained from the HK Companies Registry shows that two of the individuals who are subscribers, Ms Leong Lai Yee and Mr Soo Kee Wee, are still listed as shareholders of SMGL. So was the statement by the company accurate? I believe there is a need to review the share swap and placement transactions of SEGL over the last few years to determine if the letter and spirit of the rules have been complied with. Regulators should also look into whether the directors and continuing sponsors have discharged their responsibilities in reviewing and overseeing the transactions and disclosures. This case shows the deficiencies in our regulatory oversight of companies. Until regulators demand that companies are transparent with third parties they transact with, whether they are share swaps, placements, acquisitions or divestments, minority investors are at the mercy of those in control. There are also other risks when offshore entities such as those incorporated in BVI and Cayman Islands are used ? and from my experience, this is rather common for SGX-listed companies.
|
||||
| Useful To Me Not Useful To Me | |||||
|
FrancisLim
Elite |
02-Sep-2020 08:35
|
||||
|
x 0
x 0 Alert Admin |
Updated reserch article from Governance for Stakeholders: https://governanceforstakeholders.com/2020/09/02/watching-spackman-entertainment/ Please read and be very careful about this counter. It managed to go around the regulators, but you cant fool eerybody and the share price reflect that. It may publish this movie having record attendance, screening through Netflix .. end of the day, no cash nosignificant income from even those movies that raked in mult millions, to the company. Its merry go round, share swapping and acquisiton just dilute the miniority shareholders. DYODD |
||||
| Useful To Me Not Useful To Me | |||||
|
moonsun
Veteran |
31-Aug-2020 16:06
|
||||
|
x 0
x 0 Alert Admin |
Hopefully all bros are ok.. although might be 1c.. every 0.1 movement represents 10% .. if u play 100k .. every movement is 10% for this micro penny stock.. steamy $10k gone !
Please dun waste yr hard earn Monies and let the conman profits from exiting .. remember cost 0.07c.. or or print script is not worth a shit... take care.. |
||||
| Useful To Me Not Useful To Me | |||||
|
danger
Supreme |
31-Aug-2020 15:25
|
||||
|
x 0
x 0 Alert Admin |
gosh ! jackjack .. why so scare .. spackman still 0.8 to 0.9.... no difference still it is only a 1c stock .. why so worried
|
||||
| Useful To Me Not Useful To Me | |||||
|
sbscap
Master |
31-Aug-2020 15:20
|
||||
|
x 0
x 0 Alert Admin |
@danger also lost a lot of money on shares like UnUsUal and many others. But he could be a paid " supporter" though.
|
||||
| Useful To Me Not Useful To Me | |||||
|
jackjack
Veteran |
31-Aug-2020 15:03
|
||||
|
x 0
x 0 Alert Admin |
I think Danger is very screw up now. Hahaha | ||||
| Useful To Me Not Useful To Me | |||||
|
moonsun
Veteran |
31-Aug-2020 10:54
|
||||
|
x 0
x 0 Alert Admin |
You are right! Wonder where all the $$ flows to ? Even buying Spackman Media Group by spackman, isn?t this another interested party transaction ? Independent director keeping quiet ? Where the $ in SMG goes to ? Thinking Regco will go query... to buy SMG at usd $3 at several transaction required a lot of convincing to board ? Where is that due dilgence ? And now selling at usd$2.3 to another related party via share swap of useless papers ? Again where is that rationale?
Shady con company via a series of shell companies.. hope regco will take action soon.. Dyodd
|
||||
| Useful To Me Not Useful To Me | |||||
