CATALIST-LISTED restaurant operator No Signboard : 1G6 0% sank into the red for the second quarter ended Mar 31, 2023, as revenue tumbled due to the closure of several outlets.

 

The company on Thursday (Nov 23) reported a net loss of S$0.4 million for Q2, compared to a net profit of S$90,230 in the year-ago period.

 

On a per-share basis, this amounted to a loss of 0.09 Singapore cent, compared to a profit of 0.02 cent in the year-ago period.

 

During the quarter, revenue fell 53.9 per cent to S$0.7 million, from S$1.5 million in the year-ago period.

 

The company attributed this to the cessation of sales from its seafood restaurant business, with the closure of outlets in Vivocity in November 2021 and the Esplanade in March 2022. These outlets had contributed S$0.4 million in revenue in the previous period.

 

There was also no sales revenue from its quick-service Mom&rsquo s Touch outlets, which had contributed S$0.2 million in the year-ago period, but have also been closed

 

It also had no revenue contribution from its beer subsidiary, Danish Breweries, which was put under voluntary creditors&rsquo liquidation in March 2022.

 

As a result of the closures and liquidations, No Signboard noted that costs from raw materials and consumables dropped 52.7 per cent to S$0.2 million, while employee benefits expenses came in 52.6 per cent lower at S$0.5 million.

 

For the first half, the group&rsquo s losses narrowed to S$0.7 million, from S$0.9 million the year before.

 

H1 revenue fell 54.1 per cent to S$1.6 million, from S$3.5 million in the corresponding period last year.

 

No dividend was declared as there were no distributable profits, as was the case in the year-ago period.

 

The group has yet to post statements for its full financial year, which ended Sep 30.

 

Trading in the shares of the group has been suspended since Jan 24, 2022 as it was unable to demonstrate that it can continue as a going concern.

 

The group said that one of its urgent priorities was to resume trading, and it submitted a trading resumption proposal in September, after an earlier revision in April.

 

Last month, Lim Teck-Ean was appointed interim chief executive, as former executive chairman and CEO Sam Lim faces charges of share price rigging under the Securities and Futures Act.

 

Su Haijin resigned as non-executive director of the Catalist-listed No Signboard Holdings in June last year due to &ldquo current and future business and other commitments which would make it difficult for him to continue devoting the time and commitment required as a non-executive director of the company&rdquo . 

SU HAIJIN, a 40-year-old Cypriot national charged in court on Wednesday (Aug 16) with one count of resisting lawful apprehension, is understood to be a former non-executive director of Catalist-listed No Signboard Holdings. 

 

The company&rsquo s latest annual report, filed last September, lists a Su Haijin as holding a 20-per-cent stake in the company. 

 

He resigned in June last year due to &ldquo current and future business and other commitments which would make it difficult for him to continue devoting the time and commitment required as a non-executive director of the company&rdquo , No Signboard said in a bourse filing at the time.

 

This was less than a year after his October 2021 appointment as a non-executive director in the company. 

 

BT has reached out to No Signboard for comment. 

 

In August 2021, The Business Times had reported that a Cypriot citizen by the name of Su Haijin had bought a pair of adjacent bungalows in Sentosa Cove for a total of S$36.37 million, or S$1,941 per square foot.

 

The two properties used to belong to the family of Tony Phua, chairman of furniture retailer Da Vinci Collection. 

 

On Wednesday, Su appeared in court via video-link from hospital, where he is being treated for fractures in his hands and legs. He is said to have jumped out of the second-floor balcony of a bungalow and hidden in a drain before he was found by the police, who were conducting a large-scale anti-money laundering operation.

 

The raid, carried out in several Good-Class Bungalows and high-end condominiums simultaneously, ended with the seizure of about S$1 billion in cash and assets from a group of foreign nationals.

 

Ten people were charged on Wednesday for suspected involvement in offences including forgery and money laundering. Another 12 are assisting in investigations, and eight other individuals are on the run.

 

The Business Times also found, from a copy of the Sentosa Golf Club magazine, that a Su Haijin was registered as a club member between April and July 2021.

 

Three other members, whose names matched those who were charged with money laundering and fraud offences, were also listed as new members of the golf club between August and September 2021. 

RESTAURANT operator No Signboard&rsquo s executive chairman and chief executive Lim Yong Sim has clarified that the new charges brought against him for price rigging offences on Jul 27 were related to previous probes in January 2019.

 

He was not asked to assist in other investigations or interviews with the Commercial Affairs Department, said the company in a bourse filing on Monday (Jul 31).

 

These previous investigations had resulted in his arrest and release on bail over suspicions that he violated the Securities and Futures Act (SFA) and concerned an abortive share buy-back transaction on Jan 31, 2019. Lim said he was not provided with any information during these investigations to believe otherwise.

 

The police said on Jul 27 that Lim had been charged over share price rigging offences under the SFA.

 

If convicted, he may be jailed for up to seven years or fined up to S$250,000, or both.

 

The fresh charges arose from a joint investigation by the Commercial Affairs Department and the Monetary Authority of Singapore.

 

Lim &ndash the grandson of the founder of No Signboard &ndash was charged with three counts under Section 197(1)(b) of the SFA for creating a false appearance related to the price of Catalist-listed No Signboard shares.

 

He had allegedly placed orders for No Signboard shares and traded them under the trading account of Gugong for the purpose of pushing up or supporting the stock&rsquo s price, between Jun 19 and Jun 29, 2018, as well as between Nov 30, 2018, and Jan 11, 2019.

 

In a bourse filing on Jul 28, No Signboard&rsquo s board said investigating authorities had not approached the board or the company during the course of the investigation, nor revealed any details of the charges.

 

However, the company received queries from the Singapore Exchange on Jul 27 through its sponsor, PrimePartners Corporate Finance.

 

The board&rsquo s nomination committee is formulating its view on Lim&rsquo s suitability to remain as a board member and key management of No Signboard. It will post an update and respond to the queries by Aug 2.

 

THE board of restaurant operator No Signboard said it had no knowledge that its chief executive officer Lim Yong Sim was being charged with share price rigging offences under the Securities and Futures Act (SFA).

 

In a bourse filing on Thursday (Jul 27) night, it also said it was not notified by Lim that investigations into his activities were taking place, except for previous probes back in January 2019 when he had been arrested and released on bail over suspicions that he violated the SFA.

 

The Singapore Police Force said on Thursday that Lim had been charged with share price rigging offences under the SFA.

 

If convicted, he may be jailed for up to seven years or fined up to $250,000, or both.

 

The charges arose from a joint investigation by white-collar crime buster the Commercial Affairs Department, and the Monetary Authority of Singapore.

 

Lim &ndash the grandson of the founder of No Signboard &ndash was charged with three counts under Section 197(1)(b) of the SFA for creating a false appearance related to the price of Catalist-listed No Signboard shares. 

 

He had allegedly placed orders for No Signboard shares and traded them under the trading account of Gugong for the purpose of pushing up or supporting the stock&rsquo s price, between Jun 19 and Jun 29, 2018, as well as between Nov 30, 2018, and Jan 11, 2019.

 

No Signboard&rsquo s board said in the filing that investigating authorities had not approached the board or the company during the course of the investigation, nor revealed any details of the charges as well.

 

However, it received queries from the Singapore Exchange on Thursday through its sponsor, PrimePartners Corporate Finance.

 

The board&rsquo s nomination committee has contacted Lim for information relating to the charges. This is so that it is able to formulate its view and provide recommendation to the board on Lim&rsquo s suitability to remain as a board member and key management personnel of the company.

 

LIM Yong Sim, the executive chairman and chief executive of restaurant operator No Signboard Holdings, was charged for price rigging offences under the Securities and Futures Act (SFA) on Thursday (Jul 27), the Singapore Police Force said.

 

If convicted, he may be jailed for up to seven years, or fined up to S$250,000, or both.

 

The charges arose from a joint investigation by white-collar crime busters, the Commercial Affairs Department and the Monetary Authority of Singapore.

 

Lim was charged with three counts of Section 197(1)(b) of the SFA for creating a false appearance related to the price of Catalist-listed No Signboard shares.

 

He had allegedly placed orders for No Signboard shares and traded in the shares using the trading account of Gugong for the purpose of pushing up or supporting the stock&rsquo s prices between Jun 19 and 29, 2018, as well as between Nov 30, 2018, and Jan 11, 2019.

 

At the time, he was the director and the majority shareholder of Gugong, No Signboard&rsquo s controlling shareholder.

 

Additionally, on Jan 31, 2019, Lim allegedly placed orders for No Signboard shares and carried out trades using the company&rsquo s corporate trading account to push up or support the share price.

 

No Signboard shares have been suspended from trading since Jan 24, 2022, at the company&rsquo s request after it was unable to show that it could continue as a going concern.

 

The company currently operates two food and beverage outlets in Singapore - Little Sheep Hotpot at Orchard Gateway and nosignboard Sheng Jian at Northpoint City.

 

All other F& B outlets formerly operated by No Signboard have been closed as the group liquidated its various loss-making and non-core subsidiaries.

 

THE Singapore Exchange Regulation (SGX RegCo) has rejected restaurant operator No Signboard&rsquo s application for further extension to hold the company&rsquo s annual general meeting (AGM) by Aug 18.

 

SGX RegCo also rejected the company&rsquo s application to submit its sustainability report by Aug 3 to release its Q1 FY2023 results by Aug 10 to release its Q2 FY2023 results by Aug 17 and to release its Q3 FY2023 results by Aug 24. This was shared by the company in a bourse filing on Jul 18 (Tuesday).

 

In a letter, SGX RegCo stated that it &ldquo reserves the right to take any action for breaches of Catalist rules&rdquo .

 

It has urged the board of No Signboard to take &ldquo immediate action&rdquo to announce the company&rsquo s FY2022 and FY2023 unaudited financial results, issue its FY2022 annual report and sustainability report, as well as hold its FY2022 AGM &ldquo as soon as possible&rdquo .

 

No Signboard said it will release its unaudited quarterly results for FY2023 &ldquo as soon as possible&rdquo and &ldquo endeavour to work with its auditors to expedite the completion of its audit and hold its AGM for FY2022 as soon as practicable&rdquo .

 

Shares of No Signboard have been suspended from trading since January 2022.

 

RESTAURANT operator No Signboard Holdings : 1G6 0% has received a letter and notice of requisition from its controlling shareholder, GuGong, for an extraordinary general meeting to be held &ldquo as soon as practicable&rdquo to remove at least five of its directors and appoint new ones in their places.

 

On Monday (Jun 19), No Signboard said GuGong sought to annul earlier resolutions &ndash including a proposed share consolidation and a transfer of controlling interest &ndash passed at the company&rsquo s annual general meeting (AGM) on Nov 30, 2022 .

 

GuGong is an entity controlled by No Signboard&rsquo s executive chairman and chief executive, Lim Yong Sim, who is also a joint signatory of certain of No Signboard&rsquo s operational bank accounts.

 

Differing opinions between Lim and No Signboard&rsquo s current board, coupled with &ldquo serious financial challenges&rdquo , have &ldquo made it more difficult&rdquo for No Signboard to pay its employees and creditors, said the group. 

 

This has led to various requests and demands for payments from parties such as the group&rsquo s landlord at Orchard Gateway shopping mall.

 

In its latest update, the group said it was seeking legal advice regarding the notice of requisition.

 

It also noted that the new board to be elected consists of people related to Lim, making it &ldquo unclear&rdquo how the new board would comply with the code of corporate governance which requires it to have an &ldquo appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company&rdquo .

 

Further, No Signboard on Jun 18 issued a settlement offer with Gugong and Lim to reinstate their intellectual property (IP) sales and purchase agreement, along with an independent contractor agreement.

 

Both agreements were formerly announced by No Signboard to have been terminated in March 2023.

 

Alternatively, No Signboard proposes that GuGong pay the company S$300,000 for the purchase of the IP, with the company, in turn, paying GuGong S$365,000 in full and final settlement of ongoing legal proceedings.

 

The settlement offer is open for acceptance up until 5 pm on Wednesday (Jun 21).

 

No Signboard said this timeframe is in consideration of the company&rsquo s &ldquo serious financial challenges&rdquo including the potential withdrawal of support from its investor, Gazelle Ventures. 

 

Shares of No Signboard have been suspended from trading since Jan 24, 2022. 

 

The company currently operates two food and beverage outlets in Singapore, namely Little Sheep Hotpot at Orchard Gateway, and nosignboard Sheng Jian at Northpoint City.

 

It intends to operate these businesses with funds received from Gazelle Ventures in order to resuscitate its businesses, and also to effect a resumption in the trading of its shares.

 

All other F& B outlets formerly operated by No Signboard have been closed as the group liquidates its various loss-making and non-core subsidiaries. 

 

Should Gazelle Ventures enforce its demand for a return of the full investment amount of up to S$5 million, No Signboard said its financial position will be materially impacted, including the ability to meet its financial obligations as they fall due.

 

Gazelle Ventures, however, recently agreed to release about S$60,000 of the full investment amount for No Signboard to pay its employees for May 2023, along with another S$90,000 for payments to its landlords and other creditors.

 

This was done as a goodwill gesture and in demonstration of support for the company, said No Signboard.

 

The company said it is working closely with Gazelle Ventures to resolve all outstanding issues regarding the implementation agreement for the latter&rsquo s investment.

 

This includes revising No Signboard&rsquo s proposal to resume trading, and setting out the plans to inject fresh related businesses into the group. A resumption of trading would also allow No Signboard to raise further funds from the secondary market if necessary, it added.

 

In the event that it resumes trading, No Signboard intends to undergo a rebranding exercise which may include the re-naming of its existing brands. 

 

Its board is also &ldquo actively searching for acquisition targets and is in the final stages of acquiring two F& B businesses&rdquo , with the deal to be funded by Gazelle Venture&rsquo s investment. 

 

Further, the group said it issued a Jun 14 letter to retrieve franchise fees of S$103,440 from the &lsquo No Signboard&rsquo Mattar Road restaurant on Geylang Road, adding that repayment is now &ldquo more urgent given the financial position of the company&rdquo .

RESTAURANT operator No Signboard Holdings on Thursday (Mar 9) announced that it received a letter after market close on Wednesday from controlling shareholder GuGong regarding the former&rsquo s termination of the intellectual property disposal and independent contractor agreement.

 

GuGong&rsquo s lawyers stated in the letter that they see the company&rsquo s unilateral termination as unlawful and in breach of the agreements.

 

No Signboard said that it disagrees with the allegations and demands in the letter and intends to defend them &ldquo vigorously&rdquo .

 

The demands include the retraction of the notice of termination, which was announced on Mar 3, as well as payment to GuGong for costs it has incurred in connection with the matter.

 

On Mar 3, the company said that it would terminate the agreements to avoid having to seek shareholder approval, since the transactions would be considered &ldquo interested party transactions&rdquo .

 

This would then allow it to shorten the time needed to complete an implementation agreement with Gazelle Ventures. The investor plans to pay an initial S$500,000 for new shares in the company, as well as a further S$4.5 million for convertible redeemable preference shares.

 

No Signboard said that it will update shareholders when there are further material developments.

 

The company&rsquo s shares have been suspended from trading since Jan 24, 2022.

RESTAURANT operator No Signboard Holdings on Friday (Mar 3) said it had terminated two agreements, a move that would purportedly &ldquo expedite the completion&rdquo of its proposed investment. 

 

The first agreement refers to certain intellectual property (IP) that is associated with the No Signboard trademark. 

 

On Dec 9 last year, the company announced that it had entered into a sale and purchase agreement with controlling shareholder GuGong. Under this agreement, No Signboard would have transferred and assigned to GuGong all rights, title and interest in the trademarks and brand insignia associated with the enterprise and operations of the business of &ldquo No Signboard&rdquo belonging to the company as at the date of the agreement.

 

The consideration for this disposal was set at a maximum of S$10,000. 

 

The second agreement, which was also in the Dec 9 announcement, was in relation to an independent contractor agreement that No Signboard had entered into with GuGong. 

 

Under this agreement, No Signboard had engaged GuGong to provide services, such as setting up new outlets in Singapore and Asia, as well as supporting No Signboard in identifying potential new opportunities. GuGong was also to develop operations and procedures, and assist in the transition of daily operations to the new management. 

 

No Signboard said it would pay GuGong a sum of S$19,450 on a monthly basis as the contractor fee for this agreement. 

 

On Mar 3, No Signboard said that the considerations to be paid to GuGong for the IP transfer and the fees under the independent contractor agreement were considered to be &ldquo interested party transactions&rdquo and would be subject to shareholders&rsquo approval. 

 

To obtain shareholders&rsquo approval, a circular in respect of these transactions would have to be sent to shareholders, No Signboard noted. 

 

The company said that the agreements&rsquo termination meant there was no longer any need for shareholders&rsquo approval, or for the relevant documents to be prepared.

 

This will shorten the timeline for the completion of an implementation agreement with Gazelle Ventures, for the investor&rsquo s injection of up to S$5 million into the seafood restaurant operator.

 

Under the deal, Gazelle Ventures will pay an initial S$500,000 in exchange for new shares in No Signboard. Gazelle Ventures will also invest another S$4.5 million in the company, through the subscription of convertible redeemable preference shares.

 

Expediting the completion of the proposed investment will allow the company to utilise the full investment amount to settle its liabilities upon completion to meet its working capital requirements for the next 18 months following the trading resumption. 

 

No Signboard said this would help the company operate as a going concern, and to grow its revenue by exploring new opportunities and rebuilding shareholder value. The company also said that chief executive Lim Yong Sim still intended to step down from his role &ndash as well as from his position as executive chairman &ndash upon the completion of the proposed investment. 

 

&ldquo The company will still have personnel with the necessary expertise and experience to ensure the proper functioning of the group&rsquo s business and operations,&rdquo said the group.

NO SIGNBOARD : 1G6 0% will be placing six of its indirect wholly-owned subsidiaries into creditors&rsquo voluntary liquidation (CVL), the restaurant operator said in a bourse filing on Wednesday (Dec 21).

 

The six subsidiaries are investment holding companies Tao Brewery, NSB-Crab Factory and NSB-Crab Factory (China) food caterer Food Terminal Trading restaurant NSB-Mom&rsquo s Touch and Draff Beer. They were incorporated in 2017 and 2018.

 

The mainboard-listed company said the subsidiaries are now dormant and cannot by reason of their liabilities continue their business. &ldquo The group has decided to proceed with the CVL of the subsidiaries due to its cash flow problems and its inability to pay its debts as they fall due,&rdquo it added.

 

As the subsidiaries are loss-making, the CVL is expected to contribute positively to the consolidated net tangible assets and earnings per share of the group for the financial year ending Sep 30, 2023.

 

Assuming that the CVL commenced on Sep 30, 2023, the pro forma effect on net tangible assets per share of the group will be S$1.07. Net tangible assets per share would be S$1.10 before the CVL.

 

And assuming that the CVL commenced on Oct 1, 2021 &ndash the beginning of the group&rsquo s most recently completed financial year &ndash the pro forma effect on the loss per share of the group will be S$0.53. Loss per share would be S$0.58 before the CVL.

 

The company is proposing to appoint licensed insolvency practitioner Chan Yee Hong of Nexia TS Risk Advisory as its provisional liquidator. The meeting of shareholders and creditors of the six subsidiaries will take place on Jan 9 and 10 next year.

 

Trading of No Signboard shares has been suspended since January this year.

SEAFOOD restaurant operator No Signboard : 1G6 0% has entered into an agreement to sell its intellectual property (IP) rights to controlling shareholder GuGong, for an amount not exceeding S$10,000.

 

This includes all its rights, title and interest in the trademarks and brand insignia associated with the business.

 

The shareholders and directors of GuGong are No Signboard&rsquo s executive chairman and chief executive officer Lim Yong Sim as well as chief operating officer and executive director Lim Lay Hoon.

 

In a bourse filing on Friday (Dec 9), the company it intends to rebrand its casual and quick-serve restaurant outlets operating under the &ldquo No Signboard&rdquo name.

 

&ldquo The rebranding exercise will provide the company with an opportunity to refresh itself and stay current. The Covid-19 pandemic has brought on significant changes in the competitive environment and the company&rsquo s customers and the re-branding exercise speaks to how the brand addresses stakeholders and customers&rsquo needs amid the changing competitive landscape,&rdquo the company said.

 

Proceeds from the IP sale will go towards the rebranding exercise, it added.

The IP disposal is conditional on GuGong voting in favour of proposals at an extraordinary general meeting, held on Nov 30, for share consolidation, transfer of controlling interest, and subscription shares allotment, among other things.

 

The Catalist-listed company is in the midst of a court-supervised restructuring exercise, which is to include a scheme of arrangement with the scheme creditors to reorganise the company&rsquo s liabilities and deleverage the balance sheet of the group.

 

As GuGong has fulfilled its voting undertaking, No Signboard is to comply with Catalist rules by &ndash in addition to the IP disposal &ndash appointing GuGong as a business consultant to the company for a period of no less than three years, for an annual fee to be mutually agreed by the parties.

 

SUSPENDED seafood restaurant operator No Signboard on Monday (Nov 28) reported a loss of just under S$0.6 million for the fourth fiscal quarter ended Sep 30, narrower than the loss of S$4.4 million in the corresponding year-ago quarter. 

 

Full-year losses came in at about S$2.7 million versus red ink of S$9.1 million in the previous year, the company said in a bourse filing. 

 

Revenue for Q4 fell 37.8 per cent to S$0.9 million from S$1.5 million, while revenue for the full year was down 31 per cent to S$5.5 million. 

 

The group attributed the lower annual revenue to a combination of factors including lower seafood restaurant sales due to travel restrictions and safe distancing regulations implemented during the Covid-19 pandemic, as well as lower sales from hotpots, quick-serve restaurants, and the group&rsquo s beer business. 

 

These were, however, partially offset by sales from No Signboard&rsquo s new business concept, nosignboard Sheng Jian. 

 

No Signboard said it expects the operating environment of the local food-and-beverage industry to remain challenging in the next 12 months due to uncertain economic outlook aggravated by high inflation and risks of recession that have dampened consumers&rsquo demand and spending.

 

The group said it has been &ldquo conscientiously managing&rdquo its costs, and is taking steps to review and implement various cost-cutting and cost control measures. 

 

No Signboard said its current priorities are to preserve cash to support working capital requirements, keep operating costs low, and ensure that the company has sufficient resources to tide through this period. 

 

The company is currently in the process of a court-supervised restructuring exercise which includes a scheme to reorganise its liabilities and deleverage its balance sheet. 

 

No Signboard said it has entered into an implementation agreement with Gazelle Ventures, where Gazelle will pump up to S$5 million into No Signboard upon the completion of the proposed investment. 

 

The group said it is &ldquo cautiously optimistic&rdquo that the funds from this investment will be sufficient to help it meet the working capital requirements and operate as a going concern.

 

The company added that it is in the middle of &ldquo preparing the application for the resumption of trading&rdquo of its shares on the Singapore Exchange.

 

The group is also preparing the circular and relevant documents for the purpose of convening the extraordinary general meeting (EGM) to seek approval from shareholders for certain transactions. 

 

The EGM will be held on Nov 30, and the company said it aims to submit the resumption proposal &ldquo as soon as possible&rdquo .