Deal with Q&M Dental CEO 'key part' of trading resumption proposal: No Signboard

SINGAPORE (THE BUSINESS TIMES) - No Signboard Holdings said the move to enter into a deal with Q&M Dental chief executive Ng Chin Siau is a key part of the company's proposal to resume trading of its shares, which has been suspended since late January.

Mr Ng had entered into a sale and purchase agreement earlier this month to take a 29 per cent stake in the restaurant operator for a total consideration of $1.

There was also an agreement for Mr Ng to extend an interest-free unsecured loan of $2.6 million to the company as a condition for the completion of the proposed share transfer.

In response to queries from the Singapore Exchange Regulation (SGX RegCo) on Thursday (March 10), the restaurant operator said that it, along with its controlling shareholder GuGong, is currently focused on finalising agreements with Mr Ng and investors to raise the financing that the group requires to address going concern issues.

If No Signboard is unable to enter into the loan agreements with Mr Ng and other investors to raise the necessary financing, it will then discuss other alternatives with its financial adviser.

GuGong currently holds a 54.9 per cent stake in No Signboard. After the share transfer, its stake will fall to just 25.9 per cent.

In its response to the bourse regulator's queries, No Signboard said the disbursement of the $2.6 million loan will be conditional upon the company and GuGong being able to secure additional financing to resolve the group's going concern issues.

The company currently expects to receive the funds following the approval of its trading resumption proposal and completion of the proposed share transfer.

When asked to explain how the consideration of $1 for a 29 per cent stake was arrived at, No Signboard said the loan agreement would provide the company with "a substantial infusion of interest-free and unsecured funding" to assist with its working capital needs, especially since it sounded a warning on Jan 24 that it is unable to demonstrate the ability to continue as a going concern.

No Signboard said it is aware of the listing rules and will detail its plans and milestones in its trading resumption proposal, which will be submitted to SGX RegCo upon the execution of the relevant agreements with investors.

No Signboard and GuGong are currently in "advanced negotiation" with investors to secure additional funding to meet working capital needs, and intend to "agree on the terms of the loan agreements with the respective investors", which will form part of the trading resumption proposal.

No Signboard said there is no agreement for Mr Ng or his nominees to be appointed to the board of directors or key management positions.

The company said it is committed to focusing on its existing businesses and expects demand to improve with the gradual easing of Covid-19 restrictions, such as on travel and dining.

It added that it may explore new areas of opportunities to increase its revenue streams, although it has not identified or begun any negotiations in this regard.

Mr Ng's plans, said No Signboard, are "consistent" with those of the company, adding that his "main motivation" for entering into the share transfer is to "revive an iconic Singapore brand".