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S i2i shareholders call for voluntary general offer, removal of directors

A group of shareholders of mainboard-listed S i2i Ltd have called for the firm's chairman and single largest shareholder to make a voluntary general offer (VGO) at an offer price of S$3.77 per share or undergo an orderly winding down through asset disposal.

The letter dated Feb 21 was issued to the board of the watch-list firm by Blue Ocean Capital Partners in its capacity as shareholders.

"As shareholders, we believe that urgent action is necessary to ensure that shareholder value is preserved," said Blue Ocean Capital in the letter.

This, it proposed, can be done by winding down the company's business or by presenting to shareholders a "clear and cogent" plan for their approval to meet the listing rules in advance of the expiry of the deadline.

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S i2i was placed on SGX's watch list on March 4, 2015 and had until March 3 this year to meet the listing manual requirements. It has since applied and received the nod to extend the deadline for another 12 months to March 2018.

"Nearly two years have passed since the company was placed on the watch list. Clearly, time is not on the company's side should the board wish to formulate a viable plan," said Blue Ocean Capital.

It also said that while S i2i's chairman and majority owner Bhupendra Kumar Modi "may have tried his best" to satisfy the listing requirements, the efforts were "clearly insufficient" to facilitate the company's removal from the watch list.

The S$3.77 offer price that the shareholders, who say that they collectively own a substantial amount of S i2i's shares, are proposing is based on the company's net tangible assets of S$51.73 million and total issued shares of 13.7 million as at September 2016.

Should an orderly winding down process be implemented instead of the VGO, the shareholders are also calling for the board to be reconstituted to guide the process. This, it said, should involve the voluntary resignation of S i2i's current directors and appointment of Daniel Lin and Loo Cheng Guan as new directors. Mr Loo and Mr Lin are Blue Ocean Capital Partners founder and chairman, and director respectively.

The counter was up five Singapore cents or 2.2 per cent at S$2.30 as at 12.23 pm on Monday.

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