Kitchen Culture taking legal advice on shareholders’ letter on convening EGM

CATALIST-LISTED Kitchen Culture is taking legal advice in response to letters from Lin Xiao Long, Ling Chui Chui, OOWAY Group, Koh Cher Chow, Koh Ngin Joo, Lim Cheng Huat, Chew Yu Sheng and Soh Koon Eng (shareholders), over their convening of an extraordinary general meeting (EGM) on 1 November.

Since the letter enclosed with a Notice of Extraordinary General Meeting was announced on 14 October, the company has received a further email on the same date about a typographical error in the notice of EGM and proxy form. In the email and letter on 14 October the shareholders asked Kitchen Culture to confirm if the Notice will be punctually published by 17 October, stating an obligation under Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings of Companies, Variable Capital Companies, Business Trusts, Unit Trust and Debenture Holders) Order 2020.

The shareholders claimed that any refusal or failure to do so would compel them to turn to litigation for obstruction of their shareholder rights. There would be further emails on 17 and 19 October alluding to the claims, with the email on 19 October going further to add that the publication was “mandatory” under SGX Catalist Rule 704(14). This rule would form the “basis” upon the shareholders’ claim to require Kitchen Culture to published the notice.

“The company is taking full advice on, among other issues, Catalist Rule 704(14) in response to the 19 October 2022 Email. Preliminarily, it is noted that in this case, the relevant shareholders took it upon themselves to invoke, and thus to take the necessary steps to call a general meeting pursuant to, Section 177 of the Companies Act 1967,” said Kitchen Culture in its response to the shareholders.

In letters to the shareholders, Kitchen Culture had asked if the shareholders had sent a copy of the notice to other shareholders via means permitted by the Companies Act and to furnish a reply. The shareholders have yet to reply to that request, which is required for verification and taking legal advice on the validity of the calling of the EGM.

“Meanwhile, the company is in the midst of obtaining legal advice on other aspects of the Purported Notices of EGM and the intended EGM, including as to the form, content as well as the processes involved in relation to the Purported Notices of EGM and the intended EGM,” said Kitchen Culture in a bourse filing on Thursday.

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Shares of Kitchen Culture closed unchanged at S$0.08 on Thursday.