SINGAPORE - PrimePartners Corporate Finance, as sponsor of Singapore-listed coffee shop operator Kimly, said that the firm's executive director Vincent Chia, was the key person in the company's initial public offering (IPO) - in response to queries from the Singapore Exchange on whether Pokka's former chief executive Alain Ong was the mastermind in the IPO as described in media reports.
Mr Ong is being sued by Pokka, which alleges he was part of a conspiracy that caused the drink maker to suffer at least $10 million in losses.
Pokka has accused Mr Ong of working with others to divert business to another beverage company, Asian Story Corporation (ASC), and of inflating the value of ASC in anticipation of its acquisition by Kimly. Pokka alleged that Mr Ong, whose wife is actress Vivian Lai, has breached his duties as a director and employee.
Pokka is one of Kimly's beverage suppliers. Mr Ong, along with his sales representative, paid an introductory visit to the company when he joined Pokka in or around 2008, Kimly said in a bourse filing on Tuesday.
"When the group contemplated an IPO, Alain Ong was identified as a potential non-executive and non-independent director due to his industry and business knowledge and experience. He was subsequently appointed as non-executive and non-independent director on Feb 15, 2017, before the group's IPO," Kimly added.
According to the company, Mr Ong was kept regularly updated on the IPO process, and together with the other directors, contributed and provided feedback to the management leading up to its IPO.
During Mr Ong's appointment as non-executive and non-independent director, he was also a member of Kimly's audit committee and remuneration committee. He ceased to be a director in January last year, and did not seek re-election at the company's annual general meeting on Jan 23, 2018, due to his "other principal commitments", the company said.
In response to queries by the Singapore bourse on who was the driving force in Kimly's IPO, PrimePartners said executive director Mr Chia was the key person who dealt with the issue manager during the IPO due diligence process. The sponsor added that its contact point with the company is Ms Karen Wong, the former chief financial officer who is now an executive director of finance at Kimly.
As the continuing sponsor is not part of the working group for the acquisition of ASC, the sponsor mainly communicated with Ms Wong on the company's disclosure obligations under the Catalist Rules, details from the regulatory filing show.
In November last year, it was reported that Kimly backed out on its $16 million acquisition of drink manufacturer ASC - a deal the authorities have asked about as part of an investigation.
Kimly noted on Tuesday that the investigation by the Commercial Affairs Department (CAD) is still ongoing.
Asked by the Singapore Exchange about the present duties of the directors involved in the investigation, Kimly noted that executive chairman Lim Hee Liat continues to oversee the overall performance of the group, while Mr Chia is responsible for strategising and implementing key improvements to the group's processes.
Kimly said it is not aware of any formal charges made against the directors, and that the other board members are of the view that the directors should continue to discharge their responsibilities to "ensure business continuity".
Commenting on the circumstances leading to the ASC acquisition, the group noted that it has been "actively exploring suitable opportunities to grow its business through acquisitions, joint ventures and strategic alliances with parties who can help strengthen its market position".
In the fourth quarter of 2017, Kimly was approached by ASC's owner, Mr Amos Wang Jia Ye, who conveyed his intention to sell ASC. The company proceeded to evaluate ASC from January to March 2018, before signing a non-binding term sheet in April last year. This was followed by a due diligence exercise, a valuation of ASC, and a sale and purchase agreement (SPA) negotiation from April to June 2018. The SPA was signed on July 2, 2018, before being rescinded on Nov 29.
Based on the legal due diligence by Kimly's legal adviser, ASC was incorporated in December 2009 by Mr Wang. Ms Seah Li Ling, the spouse of Mr Glenn Koh who was previously a director of various subsidiaries under Kimly, became a shareholder of ASC on Aug 13, 2019, via a new subscription.
Following this, Mr Wang and Ms Seah each held 50 per cent of the shares in ASC. Mr Wang then transferred his stake in ASC to Ms Seah on March 31, 2015, before acquiring 100 per cent of the shares in ASC from Ms Seah on Dec 13, 2016.
Among other things, the SGX noted that in Kimly's earlier announcement on the proposed acquisition of ASC, it was stated that ASC is involved in the manufacturing and distribution of beverages, but the involvement of Pokka was not mentioned. ST reported last week that based on Pokka's filing, ASC never had any manufacturing and distribution capabilities, and appeared to have only one employee.
In response, Kimly pointed out that ASC owns the brands of its Asian beverages, drinking water and other juices, and as part of its "asset light business strategy", engages third-party manufacturers such as Pokka to produce its products.
"Due to the nature of its business model and operations, ASC had two employees at the time of the acquisition, comprising the vendor (Mr Wang), assisted by a marketing executive."
Since January last year, ASC has appointed Pokka as its exclusive distributor for ASC branded Asian beverages, drinking water and other juices, which are mainly distributed to coffee shops, supermarkets and minimarts in Singapore, Kimly said. It added that the company had not provided these details in its announcement on July 2, 2018, due to their "commercial sensitivity".
As at 11.18am on Tuesday, Kimly shares were trading at 22 cents, down 2.2 per cent or 0.5 cent.
