Kitchen Culture affirms Nov 1 EGM will not proceed, says requisitioners ‘caused confusion’ with ad

KITCHEN Culture issued a statement on Monday (Oct 31) to criticise requisitioning shareholders for having "caused confusion among shareholders and the public" with its recent advertisement placed with The Business Times (BT).

It also reminded its shareholders that an extraordinary general meeting (EGM) intended to be held by requisitioners seeking to remove five of its six directors will not be proceeding.

The company said it was made aware of the BT advertisement published by the requisitioners on Oct 29, announcing that the EGM would be "postponed to a later date to be announced in due course". Kitchen Culture highlighted that this was not communicated by the requisitioners to its board of directors.

An advertisement placed by requisitioning shareholders of Kitchen Culture in p12 of The Business Times on Oct 29. Kitchen Culture says this advertisement "caused confusion" among shareholders of the company as well as members of the public. PHOTO: BT FILE

Through this "relatively small" advertisement, requisitioners "appear, suddenly and without giving any explanation, to have diametrically changed their minds with just one working day before" the EGM was supposed to take place, said the company.

Some shareholders may not be aware of this advertisement, said the company, as a "significantly larger" advertisement was placed in The Sunday Times - a separate paper - on Oct 16 urging shareholders to attend the EGM originally proposed for 9 am on Nov 1 at Grand Copthorne Waterfront Hotel.

The company said it has been receiving calls from shareholders "expressing confusion and frustration" as they had not received the purported notices and proxy forms in the days leading up to Nov 1.

It also added its lawyers have advised that it is "incorrect" for the requisitioners to state in the Oct 29 advertisement that they are "postponing" the intended EGM or to "announce" another date "in due course". 

"The company will write to the requisitioners for clarifications and confirmations on this and other relevant points, as appropriate."

Kitchen Culture's statement comes after the group on Oct 25 announced two law firms had advised that these purported notices were "defective and therefore invalid", with any resolutions to be passed during the EGM to be deemed invalid as well.

Including Kitchen Culture's largest shareholder Ooway Group, the requisitioning shareholders collectively own a 21.7 per cent stake in the company and are seeking to remove five of six directors on Kitchen Culture's board.

The five directors are namely: executive director Lim Wee Li, as well as four independent directors Ang Lian Kiat, William Teo, Peter Lim and Lau Kay Heng. Lau is also vice-chairman of the group.

Trading in the shares of Kitchen Culture has been suspended since Jul 12, 2021.

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