SGX RegCo identifies board oversight lapses at Incredible Holdings, Ntegrator Holdings

TRANSACTIONS made by Incredible Holdings and Ntegrator Holdings, formerly known as Watches.com, were found to be prejudicial to the interests of the companies and their respective minority shareholders.

Independent reviewer Provenance Capital had been appointed to review all corporate actions and fundraising by both companies over a 12-month period under notices of compliance issued in June last year. In a bourse filing on Friday (Nov 10), Singapore Exchange Regulation (SGX RegCo) released Provenance’s findings.

The transactions, which took place between October and December 2021, involved joint investments by both companies into the same businesses and the cross-issuance of perpetual securities with free warrants by the companies to each other.

Provenance found that the companies paid significant consideration for the acquisitions of most of the target companies. These companies had relatively weak financials, or the consideration paid was not supported by the opinion of independent financial advisers (IFAs) and independent valuations of the target companies.

In the case of both companies’ acquisitions of Golden Ultra and Gadmobe Group, Provenance found that certain important terms relating to the acquisitions were not made known to valuers.

These include the reduction of the target companies’ net tangible assets to zero or negative through the distribution of substantial amounts of dividends, which could have led to overstated valuations of these target companies.

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In addition, the companies issued promissory notes amounting to at least S$48.3 million in aggregate to fund most of these acquisitions, which they aimed to pay for through fundraising exercises.

“The terms of the proposed fundraising exercises were not in the interest of the companies and their minority shareholders, and/or would potentially result in significant dilution of minority shareholders’ interest,” SGX RegCo said.

Both companies also claimed that their acquisitions of target companies such as Billion Credit Financial Company, Golden Ultra and Gadmobe Group had no impact on their net tangible assets.

However, the disclosures were misleading and erroneous as the considerations paid for the acquisitions were significantly above their respective attributable net tangible assets and the considerations paid for via promissory notes.

This would have resulted in significant goodwill or intangible assets which would materially reduce the net tangible assets of the companies post-acquisition.

Furthermore, Provenance found that there was generally weak or no evidence to show that directors had put in sufficient robust deliberations and due diligence to evaluate the terms of the transactions before putting them before shareholders to approve.

Despite the IFA suggesting that the transactions were not on normal commercial terms and may be prejudicial to shareholders’ interests, the directors of both companies supported the relevant transactions and recommended that shareholders vote in favour of them.

Provenance also highlighted that in the acquisition of Billion Credit and Golden Ultra, IFA W Capital issued ambiguous IFA opinions, which pointed to the need for clear opinions.

SGX RegCo said that the findings raise “serious concerns” on the adequacy and effectiveness of both companies’ internal controls.

The regulator added that it requires the audit committees of both companies to commission reviews on their respective group’s internal controls and implement enhancements recommended by the independent internal control reviewer (IA reviewer).

“As directed by the notices of compliance, both companies shall not proceed with any of the transactions nor propose any further corporate action prior to satisfactory resolution of findings raised by Provenance as well as the IA reviewer,” it said.

The regulator will also look into potential listing rule breaches highlighted by Provenance, and refer potential contraventions of the Companies Act and Securities and Futures Act to the authorities.

It also reminded directors to properly discharge their fiduciary duties and act in the best interests of the company and shareholders, failing which they would contravene section 157 of the Companies Act.

“SGX RegCo also expects IFA opinions to contain a clear and unequivocal conclusion supported by reasonable factors and bases,” it said.

Shares of both Incredible Holdings and Ntegrator Holdings remain suspended.