No Signboard says final settlement offer not accepted by GuGong; aims to reach agreement on Jun 26

Chong Xin Wei
Published Mon, Jun 26, 2023 · 09:57 AM

RESTAURANT operator No Signboard Holdings : 1G6 0% is working towards the resolution of a dispute with its controlling shareholder GuGong and chief executive Lim Yong Sim by Monday (Jun 26). This comes after the group on Friday warned that a “final settlement offer” had not been accepted by the deadline.

The settlement offer includes reinstating an intellectual property (IP) sales and purchase agreement, along with an independent contractor agreement, that all parties had initially agreed upon.

Alternatively, the Catalist-listed company proposed that GuGong pay the company S$300,000 for the purchase of the IP. No Signboard would, in turn, pay S$365,000 in full and final settlement of ongoing legal proceedings.

The final settlement offer closed unaccepted on Jun 21, although GuGong had requested some clarifications.

No Signboard also noted that previous attempts to reach out to Lim with a view to an amicable settlement were unsuccessful.

The company said it will continue to engage GuGong and its lawyer to reach an in-principle agreement by Jun 26.

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This timeframe is in consideration of the company’s “serious financial challenges” including the potential withdrawal of support from its investor, Gazelle Ventures.

Shares of No Signboard have been suspended from trading since Jan 24, 2022.

The company, which is best known for its eponymous seafood restaurant brand, ran into significant troubles during the pandemic.

In 2022, Gazelle Ventures offered a cash infusion. GuGong and Lim agreed to the deal with Gazelle Ventures on the condition that No Signboard sell the seafood brand to GuGong for S$10,000 or less and appoint GuGong as a consultant for at least three years.

Gazelle Ventures invests in food, agri-tech and sustainable agriculture-related businesses, and is backed by two family offices.

These two agreements were, however, terminated in March 2023. No Signboard said it terminated both agreements because they were interested person transactions requiring shareholder approval, which was holding up the investment agreement with Gazelle Ventures. No Signboard said it preferred to shorten the investment timeline.

GuGong subsequently alleged that the company’s “unilateral termination” was “unlawful and in breach of the agreements”, and demanded a retraction of the notice of termination.

Both GuGong and No Signboard have agreed to enter mediation. The dispute has jeopardised the investment agreement, as the investor has asked for an advance deposit – placed with the company to demonstrate Gazelle Ventures’ support for a resumption of trading – to be returned.

No Signboard said a resumption of trading would benefit the company and its stakeholders, as it could allow the payment of cash distribution to creditors and allow the board to move forward with plans to improve the company’s cashflow position.

The board also said that No Signboard’s existing streamlined business is critical for it to have a “viable business in order to resume trading”.

The company currently operates two food and beverage outlets in Singapore – Little Sheep Hotpot at Orchard Gateway and nosignboard Sheng Jian at Northpoint City.

All other F&B outlets formerly operated by No Signboard have been closed as the group liquidates its various loss-making and non-core subsidiaries.

The company said the ongoing dispute is also disrupting the group’s operations and causing concerns with its employees and suppliers.

No Signboard’s plans of acquisition and opening new outlets have also been put on hold.

Separately, the group on Jun 22 served a statutory demand on Matter Road No Signboard Seafood Restaurant for S$103,440. This represents outstanding franchise fees due to the company.

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