YuuZoo board calls for EGM to approve proposed capital structure changes

ONLINE media company YuuZoo Corporation, which is in the middle of a police probe, unveiled plans for a restructuring in a circular on Monday.

The company said that it wants to move YuuZoo's registration from Bermuda to the British Virgin Islands, where it will be a limited liability company with a new name: "YuuZoo Networks Group Corporation".

Its directors are calling for an extraordinary general meeting to get shareholder approval for the proposed restructuring.

YuuZoo said that its rationale for the move is to change its capital structure from par value to non-par value shares, as the concept of par value has not been abolished in Bermuda. This means that shares may not be issued for less than their par value, which is US$0.10 a share for YuuZoo.

Under the terms of the restructuring, new by-laws would have to be adopted, in the form of a memorandum of association and articles of association.

The company's registered office would also change, and YuuZoo would appoint a registered agent in the British Virgin Islands.

These items will be put to a shareholder vote on May 16, at the fourth-floor auditorium of Oasis in Science Park 1, at 87, Science Park Drive. The meeting will begin at 11.30am.

Proxy forms must be lodged by that time two days beforehand, on May 14.

The board said in the circular that it expects the proposed capital reorganisation to give YuuZoo greater flexibility to issue new shares, should fundraising opportunities arise, and to "facilitate corporate actions that may require the issuance of new shares for an amount less than par value".

"The directors are therefore of the view that the proposed restructuring will provide the company with flexibility on its future capital structure enabling the company to take advantage of opportunities as and when they arise," the board added.

YuuZoo's board comprises independent directors Anthony Williams, Christopher Cheong Boon Leong and Robert Gustav Malmström, as well as executive chairman and former chief executive Thomas Henrik Zilliacus.

YuuZoo has been listed on the Singapore mainboard since a reverse takeover in 2014.

Its shares were suspended from trading on March 19, after auditors failed to meet a deadline for an opinion on the "veracity and reasonableness" of certain items in the financial statements for the financial year 2017.

The company is also being investigated by the Commercial Affairs Department (CAD) over possible breaches of the Securities and Futures Act.

The CAD requested - and seized - documents for the financial years 2013 to 2016, in a raid of YuuZoo's premises in early April, and Mr Zilliacus has surrendered his passport on police instructions.