SINGAPORE - Axington Inc, a Singapore-listed company linked to the Bellagraph Nova (BN) Group that recently made a bid for football club Newcastle United, has postponed an extraordinary general meeting that was to be held on Thursday (Aug 27).
"In the light of recent developments in the media, the board is of the view that it requires more time to conduct an internal assessment of the circumstances and the strategic plans of the company moving forward," Axington said in a Singapore Exchange (SGX) filing on Friday before the market opened.
It added that the postponement would give shareholders "opportunity and sufficient time to consider the proposed resolutions".
Axington, a professional services company, is owned by Singaporean cousins Nelson and Terence Loh, who are not directors. Their business partner, Chinese jewellery merchant Evangeline Shen, is Axington's non-independent non-executive chairman.
The trio are also co-founders of the newly formed BN Group, which recently placed a takeover bid for English Premier League club Newcastle United.
It later emerged that the group had doctored photographs of its three founders with former United States president Barack Obama. Other discrepancies in its publicity materials also surfaced.
Following this, SGX's regulatory arm said Axington's sponsor - Novus Corporate Finance - should look into the suitability of Ms Shen as a director.
Former US ambassador to Singapore Kirk Wagar told The Straits Times on Aug 25 that he had resigned from his position as an Axington independent director given the developments.
The board announced Mr Wagar's resignation in a separate filing on Friday.
It added that this was "a result of recent revelations in relation to and arising from the incident involving the BN Group's marketing materials used to publicise the group".
It said Novus had spoken to Mr Wagar about his resignation, and that he has "urged more transparency" given recent revelations.
The board also announced that it is in the process of reviewing the composition of members to comply with the Code of Corporate Governance.
As at Aug 18, there are at least 200 public shareholders of Axington, holding an aggregate of 42.1 million shares, which represented about 22.12 per cent of the total issued share capital of the company.
The company said not all the resolutions to be tabled at the postponed EGM will be the same as the earlier ones. Details on the postponed meeting will be sent to shareholders in due course.
The EGM was to approve a name change from Axington to NETX, as well as to change its core business from professional advisory services to providing medical and consumer wellness services, and investments in medical technology, robotics and artificial intelligence technology.
To that end, Axington also proposed to acquire Malaysian medical equipment and medical aesthetics products distributor Vesta Apex Trading for $12 million.
This comprises a cash consideration of $6 million and the issuance of around 33.3 million Axington shares at 18 cents a share.
Shareholders were to have voted on this at the Thursday EGM.
Axington shares have see-sawed in the past week since news broke on Aug 17 of its Newcastle United takeover bid. They jumped as much as 20.5 per cent to 26.5 cents on Aug 19 before closing at a one-year high of 23 cents. But after Reuters broke the news of BN Group admitting to doctoring the photos in its publicity materials, the stock began its descent.
On Aug 24, it plunged as much as 22 per cent before closing down 2.2 per cent for the day. But the stock resumed its fall on Aug 25, dropping nearly 14 per cent to 19 cents - its last traded level before the trading halt on Aug 26.