FORMER Apple products reseller Epicentre Holdings has received the go-ahead from the Singapore Exchange (SGX) to delist from the Catalist board, in the absence of an exit offer.

 

&ldquo Given that the company is in liquidation and has insufficient assets to meet its liabilities, (it) does not have the means to make an exit offer, and/or make any distribution to the shareholders,&rdquo Epicentre&rsquo s liquidators announced in a Monday (Sep 12) filing.

 

The beleaguered company previously announced plans to delist in January, after the High Court ordered that it be wound up. Its executive chairman Kenneth Lim Tiong Hian is said to be involved in rogue loans of S$27.6 million, according to special auditor Ernst & Young Advisory.

 

In a letter dated Sep 7, SGX said it has no objection to Epicentre&rsquo s application to delist. Trading in the company&rsquo s shares has been suspended since 2019.

 

KENNETH Lim Tiong Hian, the executive chairman and acting chief executive officer of Catalist-listed Epicentre, was involved in loans of about S$27.6 million taken purportedly for the former Apple reseller &ndash loans which the company has no records of receiving, according to a report released on Monday (Aug 8) by special auditor Ernst & Young Advisory.

 

In the special audit report, EY said Lim and some other individuals had caused companies which were not part of the Epicentre Group to enter into loan agreements with various parties.

 

Some of these agreements bore Epicentre&rsquo s stamp. However, Epicentre&rsquo s accounting and banking records did not record receipt of these funds.

 

Epicentre said Lim has been uncontactable since May 2019, and that it did not know his whereabouts.

 

The special auditor also found that some S$8.1 million of the S$40.7 million of loans that Epicentre did take up were not recorded in the group&rsquo s accounting and banking records.

 

In addition, 3 loans amounting to S$2.7 million were not duly approved in accordance with the company&rsquo s approval requirement.

 

EY also found that Epicentre may have paid Lim over S$1 million &ldquo without basis&rdquo in 2019.

 

The special auditor said Lim had received S$1.2 million from Epicentre at the end of FY2019 as repayment for loans made to the group. However, based on information available to EY, Epicentre had only received S$200,000 in these purported loans directly from Lim.

 

&ldquo In view of the factual findings detailed in this report, we suggest that the judicial managers or the company seek legal advice on whether Lim has breached his fiduciary duties as a director and whether the company has breached any Singapore Exchange listing rules,&rdquo EY said in its report.

 

EY identified several potential breaches of the listing rules, including on loan-related disclosures and lapses in the company&rsquo s internal controls.

 

In a separate filing on Monday, Singapore Exchange Regulation (SGX Regco) said it will refer EY&rsquo s findings to the relevant law enforcement and other authorities.

 

The Commercial Affairs Department (CAD) and Monetary Authority of Singapore (MAS) in January 2020 had ordered Epicentre to produce certain documents and information in relation to an offence under the Securities and Futures Act

 

CAD had also interviewed Epicentre independent director Lai Choong Hon.

 

Epicentre has been under judicial management since September 2019.

 

In November 2021, the judicial managers filed applications for the company to be placed in liquidation.

 

The High Court granted the winding-up application in January 2022, and the liquidators have announced their intention for the company to be delisted.

EPICENTRE Holdings plans to delist without making an exit offer, the former authorised reseller of Apple products announced in a bourse filing on Tuesday (Jan 18).

 

The announcement came after a hearing on Thursday (Jan 13), when the High Court ordered that its judicial management order be discharged and that the company be wound up.

 

According to Singapore Exchange (SGX) rules binding applications for delisting, the company should convene a general meeting to obtain shareholder approval and make an exit offer to shareholders.

 

However, Epicentre said that it " does not have the means" to do so, given its present financial status. It has thus requested that the SGX waive the requirements.

 

" The liquidators also wish to say that we have not received any indication from the Company' s controlling shareholder or creditors of their interest in making an exit offer," Epicentre said.

 

The company has been under judicial management since 2019. Its shares were suspended from trading that year.

EPICENTRE Holdings has agreed to issue new shares and convertible bonds to Transworld Electronic Technology for an aggregate sum of S$5.4 million, which will result in a transfer of controlling interest in Epicentre to Transworld, said the troubled company' s judicial manager in a bourse filing on Thursday.

 

The number of investment shares to be issued and the principal amount for the convertible bond subscription have yet to be determined and will be determined and agreed upon following the completion of due diligence.

 

The proposed investment by Transworld in the Catalist-listed company, whose shares have been suspended from trading, will be by way of the subscription of new ordinary shares in the capital of Epicentre at an issue price of 0.1 Singapore cent per share and convertible bond.

 

This is for the purpose of cash management, said the judicial manager, as Hong Kong-incorporated investment holding company Transworld believes this investment structure is more prudent than a pure equity investment.

 

The convertible bonds will bear a 5 per cent per annum interest rate, maturing 36 months from completion. The issue price of each new share to be issued upon conversion of the bonds will be 0.1 cent.

 

The shares' issue price and conversion price both represent a discount of approximately 94 per cent to Epicentre' s volume-weighted average price of 1.55 Singapore cents per share, based on trading on the exchange on the last full market day when the shares were traded immediately preceding suspension on May 27, 2019.

 

Epicentre' s judicial manager said that the investment, if successful, seeks to provide recovery to the company' s creditors and working capital for the company.

 

The company in March terminated an agreement in which it would transfer its Catalist listing to an unnamed entity linked to South Korean steelmaker Kossen and Tardis Capital for S$3 million, The Business Times previously reported.