No Signboard Holdings’ controlling shareholder GuGong has entered into a conditional sale and purchase agreement (SPA) with the founder and group CEO of Q&M Dental Group Dr Ng Chin Siau in relation to the sale of 134 million ordinary shares in the capital of the company.
This represents approximately 29% of the total issued and paid-up capital of No Signboard by GuGong to Ng, for a total consideration of $1 based on the terms and conditions of the SPA.
As a condition to the completion of the proposed share transfer, Ng and No Signboard will enter into a conditional loan agreement on terms to be agreed between the parties, pursuant to which Ng shall extend the company an interest-free unsecured loan of an aggregate principal amount of $2.6 million.
GuGong has agreed to enter into the proposed share transfer in order to secure the loan to assist the group with its working capital needs, No Signboard said.
“For the avoidance of doubt, the loan would not be sufficient to meet the working capital requirements of the company for the next 12 months. As such, the company and GuGong are currently in negotiations with other investors to secure additional financing in order to meet the working capital needs of the group, and the company shall make the relevant announcements as and when there are any material developments,” it said.
The shareholders and directors of GuGong are executive chairman and CEO Lim Yong Sim (Lin Rongsen) as well as chief operating officer and executive director Lim Lay Hoon. As at the date of SPA, GuGong holds an aggregate of 253 million shares, representing approximately 54.91% of No Signboard’s total issued and paid-up share capital.
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As the shares in the company have been suspended from trading since January 24, the proposed share transfer is subject to the necessary approval to be obtained from SGX-ST.
Shares in No Signboard last traded at 3.1 cents.
