Kitchen Culture shareholders fail to confirm whether EGM notices have been sent out
Janice Lim
A GROUP of shareholders from Kitchen Culture that has been seeking to remove five of its directors has failed to confirm, by a 4pm deadline on Friday (Oct 21), whether it sent out purported notices and proxy forms to shareholders that it intends to call for an extraordinary general meeting (EGM).
“As the deadline has passed with no straightforward, clear or unequivocal confirmation, in the interest of the company and of the shareholders of the company as a whole, the board is compelled to proceed on the basis that the relevant shareholders have refused and/or failed and/or neglected to send the purported notices of EGM to the shareholders in a timely or proper manner,” said Kitchen Culture’s board in a bourse filing on the same day.
The company’s board said “concerns arose” whether this group of eight shareholders, which holds 21.7 per cent of Kitchen Culture’s share, had properly sent the purported notices of EGM to shareholders, which was required by the Companies Act.
The company understands that shareholders it had received calls from or made informal inquiries with, had not receive the purported notices.
It then wrote to the shareholders three times over the last two days, to confirm whether they had been mailed out by the deadline, said Kitchen Culture.
The company said it will continue seeking legal advice and will update shareholders in a further announcement.
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Friday’s filing came after the company announced a day before that it had received several emails from this group of shareholders to find out whether Kitchen Culture would publish the notice of EGM they wanted to hold by Oct 17.
One of the emails, sent on Oct 19, stated that listing rules required the company to publish the notice of EGM these shareholders wanted to convene 14 days before it is held.
Kitchen Culture then asked if the shareholders had sent a copy of the notice to other shareholders, and that a reply was required for verification and taking legal advice on the validity of the calling of the EGM.
This group of eight shareholders and Kitchen Culture had been locked in a tussle for weeks.
These shareholders, which include the company’s largest shareholder Ooway Group, had sent a letter to the company on Sep 30 and requested five out of its six directors to resign.
On Oct 14, they also sent a notice to a company that an EGM will be held on Nov 1 this year at Grand Copthorne Waterfront Hotel to vote on the removal of these five directors, among other resolutions, and that Kitchen Culture needs to publish the notice of EGM and proxy form by Oct 17 based on an obligation under Covid-19 measures.
Kitchen Culture rejected the shareholders’ request to voluntarily resign on the same day, stating that there are no grounds to justify the resignations. It also issued the notice of EGM and proxy form to convene their own meeting on the same day.
A representative of these eight shareholders told The Business Times that they had sent another email to Kitchen Culture late on Friday, stating the company’s true intentions in releasing the latest filing has been revealed, and that “is to frustrate and obstruct the Nov 1 EGM and to stifle our statutory rights under section 177 of the Companies Act”.
The email also stated that Kitchen Culture’s claim that the shareholders had not sent out the EGM notice and proxy form to shareholders by post or other proper means is “completely and blatantly false” as the Covid-19 order, joint guidance from the Singapore Exchange, the Monetary Authority of Singapore and the Accounting and Corporate Regulatory Authority, as well as the checklist for general meetings stated the EGM notices are not to be sent by post.
“The “proper means” of publishing a notice of EGM is by way of an advertisement in an English daily newspaper, which we have done on Oct 16,” read the email.
It also stated that this falsehood would have the likely effect of confusing shareholders during the EGM, and the five directors will be able to avoid being removed.
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