MC Payment says exploratory talks with NGSC concluded with no outcome

Vivienne Tay
Published Mon, Jun 14, 2021 · 09:44 AM

MC Payment on Monday clarified that the board's grant of authorisation to chief executive Anthony Koh was to allow the company to "engage in exploratory talks with NGSC".

Those talks have concluded with no outcome, the digital payments company said in its response to queries from the Singapore Exchange. It added that the company did not enter, and has not entered into any binding term sheets or agreements in relation to any acquisition of watchlisted NGSC.

Separately, MC Payment has responded to the contents of a letter by controlling shareholder Ching Chiat Kwong which was published by The Business Times on June 11.

Mr Ching, who is also the chief executive of mainboard-listed Oxley Holdings, said in his letter that a directors' resolution passed on April 30 - two days after the annual general meeting (AGM) - authorised Mr Koh to enter into a term sheet on behalf of the company for the proposed acquisition of shares in NGSC.

NGSC, which has been suspended from trading since Jan 3 last year, is an investment holding company whose subsidiaries provide satellite-based services and telecommunications solutions in China and Indonesia.

The alleged term sheet was for the purchase of at least 51 per cent of NGSC at a purchase price valuing NGSC at S$9.6 million. This was to be satisfied by the issue of shares in MC Payment, which would have meant a dilution of both Mr Ching and other shareholders' interests.

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MC Payment also addressed other allegations made by Mr Ching in his letter, which cited a "loss of confidence in the current board" due to "recent discoveries" as well as the current board's "failure to pay due regard to my rights as a shareholder".

Mr Ching had claimed while MC Payment chairman Albert Cheok had welcomed him to the board, Mr Cheok had also referred to him as a "cunning fox" in an email that Mr Ching believes was sent to him by mistake.

In its response, MC Payment said Mr Ching had taken his communication with Mr Cheok "out of context" without reference to the full email thread containing details known to him - the company did not agree to appoint Mr Ching as a director, nor suggested that Mr Ching had acted in a devious or underhanded manner.

Mr Ching also voiced suspicions about how two of the three directors up for re-election at the April 28 AGM were not re-elected. They were Harry Ng, Oxley's lead independent director, and Shawn Ching, Mr Ching's son.

Votes in favour of their re-election came to only 43.3 per cent of votes cast. The resolution for the other director Kesavan Nair's re-election, however, was passed with 85 per cent of votes.

"While Mr Ching has alleged that there was wrongdoing or misconduct at the April 28 AGM, Mr Ching has to date not provided any details or documents in support despite the company's requests," the company said in response.

That being said, MC Payment said "for good order and corporate governance", its independent directors will conduct due investigations into these allegations and update shareholders accordingly.

In a letter to shareholders on Monday night, Mr Koh wrote that the board “deeply regrets this state of affairs” and "it is unfortunate that MC Payment and its shareholders have been drawn in".

The board believes “focus should be placed on developing MC Payment’s growth strategies and creating shareholder value”, and wishes for the company “to continue to stay above the fray”, he added.

Despite recent events, it will be continuing with its commitment to transform MC Payment into a full-spectrum digital data and digital financial ecosystem company, and plans to “direct its efforts to continuing the development and expansion and growth of the business”, according to the letter.

Shares of MC Payment fell 1.5 per cent or 0.5 Singapore cent to close at 33 cents on Monday.

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