RESTAURANT operator No Signboard Holdings on Friday (Mar 3) said it had terminated two agreements, a move that would purportedly “expedite the completion” of its proposed investment. 

The first agreement refers to certain intellectual property (IP) that is associated with the No Signboard trademark. 

On Dec 9 last year, the company announced that it had entered into a sale and purchase agreement with controlling shareholder GuGong. Under this agreement, No Signboard would have transferred and assigned to GuGong all rights, title and interest in the trademarks and brand insignia associated with the enterprise and operations of the business of “No Signboard” belonging to the company as at the date of the agreement.

The consideration for this disposal was set at a maximum of S$10,000. 

The second agreement, which was also in the Dec 9 announcement, was in relation to an independent contractor agreement that No Signboard had entered into with GuGong. 

Under this agreement, No Signboard had engaged GuGong to provide services, such as setting up new outlets in Singapore and Asia, as well as supporting No Signboard in identifying potential new opportunities. GuGong was also to develop operations and procedures, and assist in the transition of daily operations to the new management. 

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No Signboard said it would pay GuGong a sum of S$19,450 on a monthly basis as the contractor fee for this agreement. 

On Mar 3, No Signboard said that the considerations to be paid to GuGong for the IP transfer and the fees under the independent contractor agreement were considered to be “interested party transactions” and would be subject to shareholders’ approval. 

To obtain shareholders’ approval, a circular in respect of these transactions would have to be sent to shareholders, No Signboard noted. 

The company said that the agreements’ termination meant there was no longer any need for shareholders’ approval, or for the relevant documents to be prepared.

This will shorten the timeline for the completion of an implementation agreement with Gazelle Ventures, for the investor’s injection of up to S$5 million into the seafood restaurant operator.

Under the deal, Gazelle Ventures will 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.

Expediting the completion of the proposed investment will allow the company to utilise the full investment amount to settle its liabilities upon completion to meet its working capital requirements for the next 18 months following the trading resumption. 

No Signboard said this would help the company operate as a going concern, and to grow its revenue by exploring new opportunities and rebuilding shareholder value. The company also said that chief executive Lim Yong Sim still intended to step down from his role – as well as from his position as executive chairman – upon the completion of the proposed investment. 

“The company will still have personnel with the necessary expertise and experience to ensure the proper functioning of the group’s business and operations,” said the group.