NO Signboard Holdings announced Friday (Jul 1) that it has entered into an implementation agreement with Gazelle Ventures, setting out the terms and conditions for the investor’s injection of up to S$5 million into the embattled seafood restaurant operator.

Under the deal, Gazelle Ventures pay an initial S$500,000 in exchange for new shares in No Signboard. Gazelle Ventures will also invest another S$4.5 million in the company through the subscription of convertible redeemable preference shares.

No Signboard said it will convene an extraordinary general meeting (EGM) to seek shareholders’ approval for the allotment and issue of the subscription shares and convertible redeemable preference shares.

Among other things, No Signboard will also need shareholders to approve the transfer of controlling interest to Gazelle Ventures following the allotment and issue of these shares, as well as the amendment of its constitution to reflect the rights of the holders of the convertible redeemable preference shares.

Following the allotment of subscription shares, Gazelle Ventures will hold a 75 per cent stake in the restaurant operator.

No Signboard said the investment is intended to provide the company with sufficient funds for working capital purposes, to settle its liabilities upon the successful implementation of its restructuring exercise, and to operate as a going concern.

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The Catalist-listed company is in the middle of a court-supervised restructuring exercise, which is to include a scheme of arrangement with the scheme creditors – on terms acceptable to investor Gazelle Ventures – to reorganise the company’s liabilities and deleverage the balance sheet of the group.

The Singapore High Court in May granted No Signboard and 2 subsidiaries – NSB Hotpot and NSB Restaurants – a moratorium until Oct 29. The court also granted super priority status over the debt arising from rescue financing secured by No Signboard from Gazelle Ventures.

No Signboard said the terms of the scheme are subject to finalisation through discussions and negotiations with the scheme creditors and Gazelle Ventures on the terms of the implementation agreement.

Gazelle Ventures, which invests in food, agritech and sustainable agriculture-related businesses, is a Singapore-incorporated company jointly owned by Gazelle Capital and Valiant Investments.

Trading of No Signboard’s shares has been suspended since Jan 24.