Serial System plans to sell a subsidiary into Axington Inc via a reverse takeover deal, which, if completed, will give group CEO Derek Goh control of another listed entity.

 

The deal, announced on Sept, 2 is Axington&rsquo s third known RTO attempt in just over a year to put behind its cash company status.

 

In their separate but related announcements, Serial System says it plans to sell Achieva Technology to Axington for not more than $27 million.

 

Axington will pay for the acquisition by issuing new shares at a price and quantum to be finalised.

 

Assuming Axington' s last traded price of 19 cents and the $27 million price tag, its share base will be enlarged from 190.46 million to 1.12 billion, giving Serial System a stake of around 80% in Axington. Trading of Axington shares have been suspended since last August.

 

Achieva Technology, active mainly in Malaysia and Thailand, distributes IT parts, products, and software for brands such as AMD, Intel, Gigabyte, MSI, AOC, Philips, ViewSonic, ASRock, Apacer, Thermaltake and DynaBook.

 

George Kho Wed Hong, the introducer of this deal, will be paid new Axington shares worth $500,000 upon completion of the transaction.

 

According to Serial System, by effectively giving Achieva its own listing, it can then be &ldquo financially independent&rdquo and have the platform to raise its own funds. Achieva&rsquo s management team will also be incentivised to &ldquo deliver the best possible value&rdquo to shareholders.

 

The split of Achieva from Serial System will have marginal effect on its balance sheet.

 

On a pro forma basis, Serial System&rsquo s NTA will dip to 16.29 US cents per share from 16.41 US cents, given Achieva&rsquo s NTA of US$2.42 million as at Dec 31 2021.

 

For FY2021 ended Dec 2021, Achieva reported a profit after tax of RM7.6 million, or some US$1.83 million.

 

Serial System&rsquo s pro forma earnings per share will dip to 1.13 US cents from 1.24 US cents.

 

Axington, the purchaser, was in the news over the last couple of years from its association with the by now infamous Loh cousins, Terence and Nelson, who made headlines with their stated intention of buying UK football club Newcastle.

 

The announcement exposed them and their related entities to intense scrutiny and they were called out for making false claims. Their various ventures, including the ones they wanted to do via Axington, fell through.

 

The Lohs had wanted to turn Axington, which had sold its original accounting services business, into one focusing on &ldquo medical and consumer wellness.

 

By the time the Lohs took control of Axington, it was already a cash company and required under listing rules to find a revenue-generating business in order to maintain its listing status.

 

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Prior to the Sept 2 announcement with Serial System, Axington had already announced two earlier RTO attempts.

 

On July 18, Axington announced it has signed a non-binding MOU to acquire a group of foodstuffs makers including Mushan Food Industries.

The MOU lapsed a month later.

 

On July 8 2021, Axington announced plans to take control of a China-based IT services provider Veivo Web Technology for $405 million.

 

Similarly, the deal fell through a month later on Aug 7.

 

Axington has entered into a conditional sale and purchase agreement (SPA) with Serial I-Tech (Far East) to acquire Achieva Technology in a deal that would result in a reverse takeover (RTO).

 

Serial I-Tech is is a wholly-owned subsidiary of mainboard-listed , while Achieva is in the business of distribution of information technology, computer peripherals, parts, software and related products in Malaysia. Achieva&rsquo s combined net asset value and net tangible assets were at S$3.3 million as at Dec 31, 2021.

 

Under the SPA, the consideration payable by Axington will be the lower of either a sum of S$27 million, or the valuation ascribed to the sale shares, based on an independent valuation.

 

Axington, which does not have any revenue-generating business and faces delisting if it does not acquire a new business, said that the proposed acquisition would enable shareholders to participate in business areas that have potential for significant growth.

 

It added: &ldquo The board also believes that the proposed acquisition will have the potential to increase the market capitalisation and widen the investor base of the company, enabling the company to attract more extensive analyst coverage and increase investors&rsquo interest in the company&rsquo s securities.&ldquo

 

Aside from having to meet certain conditions, the acquisition is also subject to the approval of the Singapore Exchange, and that of shareholders.

 

In July, Axington signed a non-binding memorandum of understanding (MOU) to acquire a 100 per cent stake in food manufacturer Mushan Food Industries and 3 other sister companies. However, the MOU lapsed without the parties entering into an SPA.

 

Last year, the Catalist-listed company proposed a S$405 million acquisition of a 60 per cent stake in Hong Kong&rsquo s Veivo Web Technology. However, that deal eventually fell through.

AXINGTON has inked a non-binding memorandum of understanding to acquire a 100 per cent stake in food manufacturer Mushan Food Industries and 3 other sister companies in a deal that is expected to result in a reverse takeover of the Catalist-listed cash company.

 

In a bourse filing on Monday (Jul 18) night, Axington announced that the understanding &mdash which was inked in the same day &mdash will form the broad basis of the definitive agreements to be entered into within a month with the vendors in the proposed acquisition of the sake in Mushan Food Industries Mushan Foods Vitamax Food International and Vitamax Food Beverages. The vendors involved in the deal are Lim Boon Chay Tan Soo See Tan Soo Seng and Wong Sin Ting.

 

Mushan Food Industries is a manufacturer of instant beverages and snacks. It was initially set up to make and distribute ground coffee powder, and later concocted the first 3-in-1 instant cereal beverage which was launched under the Vitamix brand.

 

The food manufacturer, along with its 3 sister companies, have 2 production facilities in Malaysia and China. The group&rsquo s head office is in Singapore.

 

The proposed acquisition will be subject to further negotiation between the parties involved following a due diligence review by Axington on Mushan Food Industries and the 3 sister companies.

 

Further information on the payment terms will be provided by Axington when the sale and purchase agreement is signed.

 

However, the deal is subject to a string of conditions, including the resumption of trading of the company and the delivery of written undertakings by Dorr Global Healthcare International &mdash the controlling shareholder of the company &mdash to vote in favour of the proposed acquisition.

 

Axington is the company linked to the Bellagraph Nova saga. It does not currently have any revenue-generating business and faces delisting if it does not acquire a new business.

 

Last July, the Catalist-listed company proposed a S$405 million acquisition of a 60 per cent stake in Hong Kong&rsquo s Veivo Web Technology. However, the deal later fell through as talks with the vendor were not fruitful.

 

CATALIST-LISTED Axington Inc may have breached Catalist rules on corporate disclosures and internal controls over a placement announcement in 2020, according to an independent review released on Monday (Jun 27).

 

The company may also have potential claims against its former directors Marjory Loh and Michael Wong, and the Loh cousins of scandal-hit Bellagraph Nova Group, over breaches of duties, said the review by TSMP Law Corp.

 

However, commencing civil action against these individuals would not be meaningful or in the best interests of its minority shareholders, Axington&rsquo s board said in a Monday filing accompanying TSMP&rsquo s report.

 

The review is related to the S$750,000 outstanding from an entity called Kerrigan Medical Supplies, which was part of a placement exercise announced on Jul 28, 2020. Despite the sum being unpaid, Axington announced the completion of the placement on the SGX website on Aug 18, 2020.

 

This is a potential breach of listing rules, as the public may have been misled that Axington had received the full consideration from the placees, TSMP&rsquo s report noted. In addition, Axington did not appear to have any internal controls in place, another potential breach of the rules.

 

The report added that there may have been a potential breach of duties by 4 individuals: the cousins Nelson Loh and Terence Loh, who were the owners of Axington&rsquo s major shareholder Dorr Global Healthcare International, as well as Axington&rsquo s sole executive director Marjory Loh and non-executive, non-indepedent director Wong. Marjory Loh is the sister of Terence Loh.

 

Nelson and Terence Loh became involved with Axington when Dorr Global acquired 92.53 per cent of Axington via a mandatory unconditional cash offer announced in June 2020. Axington subsequently appointed Marjory Loh and Wong to the board.

 

However, the Loh cousins were swept into turmoil in August 2020, shortly after the placement completion was announced. It emerged that another company they were involved in, Bellagraph Nova Group, had doctored photos of former US president Barack Obama with the Lohs. Bellagraph Nova&rsquo s business claims were also thrown into doubt. Following the debacle, Marjory Loh and Wong resigned from Axington.

 

TSMP&rsquo s review found that despite being the sole executive director of Axington, Marjory Loh did not appear to ever be involved in the discussions relating to the placement. She was also not copied in any of the email correspondence provided to the reviewers and was unaware that the outstanding amount was unpaid at the time the SGX announcement was released.

 

Marjory Loh had worked for Nelson and Terence Loh at another company, NOVU Aesthetics, and was in charge of day-to-day operations, the review found based on an interview with her.

 

&ldquo She had taken up the role of executive director at the instruction of Nelson Loh, and admitted that she would only take a cursory reading of any announcements or documents that were sent to her for her approval, and that she would sign any document without question if instructed to do so by Nelson Loh,&rdquo the report said.

 

The reviewers were unable to contact Terence Loh, Nelson Loh and Wong for an interview, as well as the cousins&rsquo business partner and former Axington chairman Shen Che.

 

Subject to proving that Terence Loh, Nelson Loh or Wong knew that the S$750,000 was unpaid when the placement completion was announced, Axington may have a potential claim against each of them as well as Marjory Loh.

 

That said, it does not appear that Axington suffered material financial loss as a result of the breaches, the report added. It is also unlikely that Terence, Nelson and Marjory Loh would have sufficient assets to satisfy a judgement obtained against any of them, given bankruptcy proceedings concluded against them.

 

In its Monday filing, Axington&rsquo s current board likewise noted that civil proceedings would not be meaningful, given the absence of material financial loss. The company has also engaged with the authorities on the potential statutory breaches.

 

Axington&rsquo s board added that since its reconstitution in Nov 2020, it has established a system of internal controls, which include obtaining the unanimous approval of members for any payments and announcements made.

 

&ldquo The board continues to assess the company' s risk management and internal control systems on an ongoing basis and will ensure the adequacy of such systems in the event there is any change in the business of the company,&rdquo it added.

INDEPENDENT auditor Foo Kon Tan has included a disclaimer of opinion over scandal-hit Axington : 42U 0%&rsquo s financial statements for the 12 months to Dec 31, 2021.

 

In a report released late on Thursday (May 5) night, the auditor said it was unable to determine whether certain opening balances as at Jan 1, 2021 were fairly stated, among other issues.

 

Citing the carry-forward effects on group financial performance and cash flows, as well as the closing balances of assets and liabilities, the auditor said it could not determine whether any adjustments to Catalist-listed Axington&rsquo s financial statements for FY2021 might be needed.

 

Foo Kon Tan also noted that an independent review earlier commissioned by Axington, which covers the nature and circumstances of unpaid placement shares, is still ongoing.

 

The firm had also issued a disclaimer of opinion on statements for the year to Dec 31, 2020.

 

In response, the board of Axington said in a bourse statement that the carry-forward effects &ldquo will likely be resolved&rdquo in the financial year to Dec 31, 2022, and added that the independent review is expected to be completed by the end of next month.

 

&ldquo Further announcements will be made by the company to update shareholders on any material developments in due course,&rdquo the board added.

 

Separately, Axington announced that it will hold its annual general meeting electronically on May 27, 2022. The shareholder gathering will be followed by an extraordinary general meeting to vote on matters such as the proposed reduction of share capital by up to S$11.9 million.

 

Axington, which was formerly a professional-services business known as Axcelasia, became a cash company under new ownership in 2021. It now has until Sep 30, 2022 to meet the requirements for a new listing and retain its status on the Singapore Exchange&rsquo s junior board.

 

Trading was suspended in mid-2020, amid public scrutiny of its controlling shareholders.

AXINGTON announced on Wednesday that it has appointed managing director of corporate advisory firm AJCapital Advisory Luke Anthony Furler as an independent non-executive director of the company.

 

The board, having considered the recommendation of the nominating committee and assessed his qualifications and experience, believes him to have the requisite experience and capabilities to assume the duties and responsibilities as independent non-executive director of the company, said Axington in a regulatory update.

 

Mr Furler is also the chairman of the audit committee and member of the remuneration committee.

 

Axington also disclosed in the regulatory filing that Mr Furler was previously a director of Zuji Travel, which was dissolved by way of creditors' voluntary winding up. He was appointed director of the distressed company for the purposes of placing the company into voluntary liquidation as the other directors were either not contactable or unable to undertake the appointment.

 

This was in line with his practice, which advises distressed corporations and acts as an insolvency practitioner, said the bourse filing.

 

Axington, which does not currently have any revenue-generating business, faces delisting if it does not acquire a new business. The company has until March next year to submit a trading-resumption proposal.

 

Axington suspended the trading of its shares on Aug 31 last year, following widely-reported developments involving its controlling shareholders, a pair of cousins who made news back then with an attempted takeover bid for English Premier League football club Newcastle United under the Bellagraph Nova Group. Several firms linked to them later came under intense scrutiny and police reports were filed amid allegations of accounting fraud in one of the businesses belonging to the cousins.

 

CATALIST-listed Axington' s request for an extension of deadline till March 31 next year to submit a trading-resumption proposal had been granted by the Singapore Exchange (SGX), it announced on Tuesday.

 

This follows the proposed S$405 million acquisition of a 60-per-cent stake in a Hong Kong Web technology company falling through in August, given that talks with the vendor were not fruitful and the non-binding memorandum of understanding, inked last month, has lapsed.

 

Axington said in its regulatory update that the extension will provide more time for the company to source for a new viable business and be in a better position to assess and negotiate with potential targets without undue time pressure from an impending potential delisting.

 

Axington, which does not currently have any revenue-generating business, faces delisting if it does not acquire a new business.

 

More time is also required for the company to reconstitute its board, to undertake and complete the review of the affairs of the group, as well as to ensure compliance with the company' s financial reporting and other statutory obligations.

 

Furthermore, the uncertainty of travel restrictions amid the Covid-19 pandemic has also meant more time is necessary for the group, it said.

 

In an outline of key milestones leading up to the March 2022 deadline, Axington said that it plans to enter into a memorandum of understanding by November. It will then proceed to conduct preliminary due diligence and negotiate and enter into a sale-and-purchase agreement before the submission of the trading-resumption proposal to SGX.

 

Axington suspended the trading of its shares on Aug 31 last year following widely-reported developments involving its controlling shareholders, a pair of cousins who made news back then with an attempted takeover bid for English Premier League football club Newcastle United under the Bellagraph Nova Group. Soon after, several firms linked to them came under intense scrutiny. Police reports were filed amid allegations of accounting fraud in one of the businesses belonging to the cousins.

BY most accounts, now may not be the best time to dabble in China' s tech sector. Beijing' s regulatory crackdown on Internet companies has left the nation' s homegrown giants reeling. The outlook is not much better for those companies turning to China tech plays for a new lease of life.

 

The proposal of scandal-hit Axington to pay S$405 million for a stake in Hong Kong' s Veivo Web Technology was, therefore, dead on arrival.

 

On Saturday, Axington disclosed that the deal, which would have resulted in a reverse takeover (RTO), was a no go. Talks with the vendor were not fruitful and the non-binding memorandum of understanding inked last month has lapsed.

 

Regulatory scrutiny of the tech sector aside, there were aspects of the deal that would have made it less than attractive to shareholders.

 

If the deal had gone through, Axington would have ended up with 60 per cent of Veivo. But Veivo is not the operator of any tech businesses.

 

It is, instead, the legal and beneficial owner of a wholly foreign-owned enterprise (WFOE) in China.

 

The WFOE, in turn, was in the process of procuring " effective 100 per cent control over" and entitlement to the economic interests and assets of a Chinese tech company that operates an instant messaging platform, a cloud application platform and a paid application store.

 

China also restricts foreign ownership of Chinese media and technology companies. To evade these restrictions, Chinese companies listed in the United States have used a complex offshore structure, which Beijing is now paying more attention to and clamping down on. There is no ruling out if China could widen its scrutiny beyond US listings, governance advocate Mak Yuen Teen of NUS Business School pointed out.

 

Recap of theatrics

 

Catalist-listed Axington, whose shares have been suspended from trading for nearly a year, had a cash balance of some RM90 million (S$30 million) as at end-June and no revenue-generating business. It was banking on this Veivo deal to tackle its " cash company status" and stay listed.

 

The counter was suspended last year following much drama. Singaporean cousins Nelson Loh and Terence Loh, now bankrupt, had emerged as controlling owners in July last year after their private vehicle Dorr Global Healthcare International made a general offer for the company formerly known as Axcelasia.

 

At the time, Axington was already without an operating business after its previous owners sold its core integrated professional services business in Malaysia.

 

The duo' s buyout offer was sweet - they offered 20.8 Singapore cents a share, which marked a 43.5 per cent premium to Axington' s last traded price prior to the offer announcement. Following that, Dorr ended up with nearly 78 per cent of Axington.

 

The Lohs had planned to inject their medical and consumer wellness services assets, which would include robotics and artificial-intelligence technology, into Axington. They also announced an intended name change to NETX.

 

But their proposal flopped in the aftermath of a string of odd events.

 

Not long after they emerged as shareholders of Axington, photos surfaced depicting the cousins with former US president Barack Obama. These photos, used in the marketing materials of a company they controlled called Bellagraph Nova, turned out to be doctored.

 

Other claims about Bellagraph Nova began to unravel around the same time, including that it owned a fleet of 10,000 private jets. Police reports were filed amid allegations of accounting fraud in one of the businesses belonging to the cousins. Mr Terence Loh has denied any wrongdoing.

 

The hullabaloo spilled over to Axington, as the controversy shook down its newly-installed board.

 

After a board resignation en masse, whatever plans the cousins had in store for Axington came crumbling down. The stock, which had climbed as high as 26.5 Singapore cents on investors' optimism over its new direction, last traded at 19 Singapore cents before being suspended.

 

Last month, Mr Terence Loh was declared a bankrupt by Singapore courts following proceedings by creditor Maybank Singapore to recoup debt of some S$3 million. In January this year his estranged cousin Mr Nelson Loh, whose whereabouts are still not known, had suffered the same fate after DBS commenced bankruptcy proceedings in relation to some S$14.2 million in debt.

 

Whither now?

 

Noteworthy is that Mr Terence Loh was responsible for introducing the target to Axington. As he has been declared a bankrupt, Dorr' s shares in Axington are charged to DBS for a loan provided to Dorr - according to Axington' s reply to a string of queries earlier by the Singapore Exchange on the Veivo deal.

 

As Dorr' s go-ahead on any RTO is imperative given its super majority ownership in Axington, the ball is in the lender' s court. A key condition in the Veivo RTO was an undertaking by Dorr to vote in favour of the deal and not dispose of its shares until the conclusion of the general meeting to be convened. This had piled on the risks on an already wobbly deal - and could do the same for potential future deals, if at all.

 

Axington has until end-August to get its act together and submit a workable proposal. While the Singapore Exchange may have dodged a backdoor listing of an S-chip at a time when China' s intense regulatory scrutiny, albeit not broad-based, has pushed panicky investors towards the exit door and raised doubts on the investability of the sector, it also leaves Axington back in square one: at risk of getting axed from the exchange.

  Axington' s proposed $405 million acquisition of a 60 per cent stake in a Hong Kong Web technology company has fallen through as " various" discussions failed to materialise in the past month.

 

In a statement on Saturday (Aug 7), the Catalist-listed firm said no agreement has been made with Delta Investment Holding Group for a further extension of the long stop date or the exclusivity period - ended Aug 7 - for the acquisition of Veivo Web Technology, which was expected to result in a reverse takeover of Axington.

 

Accordingly, the memorandum of understanding (MOU) inked on July 8 has lapsed and will cease to have further effect.

 

Under the proposed acquisition, Axington was to pay at least $30 million in cash, as well as issue and allot new shares at no less than 19 cents per share to the vendor.

 

Veivo Web Technology has a paid-up capital of HK$100 (S$17.41). The company' s wholly foreign-owned unit established in China is attempting to obtain full control over Beijing Ruihua Veivo Internet Technology by entering into control agreements with the shareholders of Beijing Ruihua Veivo Internet Technology.

 

Beijing Ruihua Veivo Internet Technology is mainly engaged in operating an instant-messaging platform, a paid-application store and a cloud-application platform in China. It also has a telecommunications and information services business operating licence.

 

The lapse of the MOU is not expected to have any material impact on the consolidated net tangible assets or earnings per share of Axington for the current financial year ending Dec 31, 2021.

 

Axington is the company linked to the Bellagraph Nova saga last year. It is now a cash company and faces the risk of delisting if it does not acquire a new business within a year, it said in a bourse filing on April 6.

 

Formerly a professional-services group, Axington has been mired in difficulty after Singaporean businessmen and cousins Nelson Loh and Terence Loh bought out the firm in July last year.

 

The Loh cousins made news in August last year with a £ 280 million ($526 million) bid for English football club Newcastle United under the Bellagraph Nova Group.

 

But their plan quickly unravelled when the media exposed inconsistencies and how they had used doctored images of themselves with former US president Barack Obama. Companies linked to the Loh cousins then came under intense scrutiny.

 

In December, Novena Global Healthcare Group, co-founded by the Loh cousins, was ordered to be wound up after failing to pay more than $14 million. Both cousins have also been declared bankrupt.

 

Axington suspended the trading of its shares on Aug 31 last year.

AXINGTON on Thursday said its independent auditor Foo Kon Tan LLP issued a disclaimer of opinion on its financial statements for the financial year ended Dec 31, 2020.

 

The basis for the disclaimer of opinion relates to Axington' s other receivables, cash in banks, other payables, impairment losses on plant and equipment, other expenses, gain on disposal of subsidiaries and discontinued operations, opening balances and comparative information, as well as the appropriateness of Malaysia' s ringgit as the functional currency.

 

Foo Kon Tan LLP said in its independent auditor' s report dated Wednesday that it was not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the financial statements.

 

On the independent auditor' s report, Axington' s board said these issues arose during a period in which the group underwent significant changes in its board composition and key management personnel, which led to challenges in obtaining the necessary information for the conduct of the audit.

 

Given that the company has minimal activities at present, the board believes its existing set-up and control measures in place are adequate to manage Axington' s accounting, financial reporting and compliance functions.

 

Matters highlighted in the independent auditor' s report pending resolution include the outstanding balance of S$1.1 million from the company' s issuance of placement shares on Aug 17, 2020, as well as unknown receipts by the company on Aug 19, 2020.

 

Foo Kon Tan said it was unable to ascertain the purpose and rationale of two receipts of S$125,000 and S$200,000 received from a company on Aug 19, 2020.

 

For these matters, the board said Axington is seeking legal advice and considering all available options to resolve them.

 

Catalist-listed Axington is the company linked to the Bellagraph Nova (BN) saga last year. It is now a cash company and faces the risk of delisting if it does not acquire a new business within a year, it said in a bourse filing on April 6.

 

On June 4 this year, the company redesignated independent director Ang Chiang Meng as its executive director to facilitate the pursuit of corporate initiatives given its cash company status. The board also outsourced its finance function to a third-party service in the interim, amid various internal controls and risk management policies.

 

Formerly a professional-services group, Malaysia-incorporated Axington has been mired in difficulty after Singaporean businessmen and cousins Nelson Loh and Terence Loh, co-founders of BN Group, bought out the firm in July.

 

The Loh cousins came under the spotlight for their business dealings after they announced plans for a takeover bid for English football club Newcastle United. It was later revealed that BN Group' s marketing materials had been doctored, among other inconsistencies.

 

Axington suspended the trading of its shares on Aug 31, 2020, following certain developments in the media over its controlling shareholders.

 

Axington, which is linked to the scandal-plagued Loh cousins, is poised for a $405 million reverse takeover deal of a China information services business. 

 

Axington, which needs to find a new business in order to get out of its cash company status, will pay the vendor, one Gao Hong, new shares to be issued at no less than 19 cents each, as well as a cash portion of around $30 million.

 

According to Axington, the valuation of the target company, Veivo Web Technology, as indicated by the vendor, is $676 million. 

According to Axington, there&rsquo s no prior relationship between Gao and its directors, the Lohs, and associates.

 

Veivo Web Technology, the target company, according to Axington, operates an instant messaging platform, a paid application store and a cloud application platform at www.veivo.com. It has a telecommunications and information services business operating license with its business coverage listed as information services business.

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The target company is the legal and beneficial owner of Quwaner Technology (Shenzhen) Co, a wholly foreign-owned enterprise in China and it is buying the WFOE to have effective 100% control over Beijing Ruihua Veivo Internet Technology Co.

 

According to Axington, the consideration of $405 million is subject to further negotiation and due diligence. 

 

Axington is majority-held by the Loh cousins, Terence and Nelson, who shot to notoriety after their purportedly Paris-based company Bellagraph Nova announced a $503 million bid for UK football club Newcastle United.

 

The move triggered scrutiny into their backgrounds and claims that Bellagraph Nova, run together with their partner Shen Chen, had revenue of more than 12 billion euros. 

 

The trio also published doctored photos of themselves with former US president Barack Obama.

 

The RTO of Axington was announced just as Terence was declared bankrupt for owing $70 million to various creditors. He had fallen out with his cousin, declaring that they&rsquo ve split their business interests. 

 

Nelson had reportedly left the country.

CATALIST-LISTED Axington Inc, the company linked to the Bellagraph Nova saga last year, is now a cash company and faces the risk of delisting if it does not acquire a new business within a year, the company said in an exchange filing on Tuesday after market close.

 

This comes after the company notified the Singapore Exchange Securities Trading (SGX-ST) on April 1 of its cash company status according to Catalist listing rules, given that it does not currently have any " revenue-generating business" , according to the filing.

 

The company also noted that it has until Aug 30 to submit a resumption proposal, given that the trading of its shares had been suspended since Aug 31, 2020. A failure to do so would also result in delisting.

 

" The company wishes to remind shareholders that there is no assurance that the SGX-ST will resume the trading of the shares or that the company will be able to acquire a business that meets the SGX-ST' s requirements for a new listing within the timeframe prescribed by the SGX-ST," said Axington.

 

Meanwhile, the company intends to hold its annual general meeting for the financial year ended Dec 31,2020 by July 22.

 

The Malaysia-incorporated company clarified that it is allowed to do so, according to rules set by the Labuan Financial Services Authority.

 

Formerly a professional-services group, Axington has been mired in difficulty after Singaporean businessmen and cousins Nelson Loh and Terence Loh, co-founders of Bellagraph Nova (BN) Group, bought out the firm in July.

 

The Loh cousins came under the spotlight for their business dealings after they announced plans to make a takeover bid for English football club Newcastle United. It was later revealed that BN Group' s marketing materials had been doctored, among other inconsistencies.

 

A RE-DESIGNATION, a resignation, and two new appointments have reshaped the board of Catalist-listed Axington, which has seen tumult since cousins Nelson Loh and Terence Loh became controlling shareholders earlier this year.

 

The changes, announced on Friday, took effect the same day.

 

The resignation of five directors in August left Axington with a two-member board. Of these two, independent director Roberto Dona has been re-designated as non-executive chairman, and will be appointed a member of the remuneration committee.

 

Independent director and remuneration committee chairman, Low Junrui, has resigned " in order to facilitate board renewal and focus on primary work commitments" , said Axington. He took up the board position in July.

 

Two new independent directors have been appointed, taking the total board membership up to three. All three board members will be on the remuneration, nominating, and audit committees.

 

They are Teo Choon Kow, also known as William Teo, who will also be appointed as chairman of the remuneration committee, and Ang Chiang Meng, who will also be appointed as chairman of the audit committee.

 

Mr Teo, 73, retired in 2004 and has since been " focusing on his independent directorships in Singapore-listed companies and on other commitments" .

 

Mr Ang, 35, is a managing partner in consulting firm Argile Partners and was previously a restructuring professional with Borrelli Walsh.