SGX to decide if Spackman divestment is an interested person transaction: sponsor

SPACKMAN Entertainment Group's sponsor said it is up to the Singapore Exchange (SGX) to decide whether the South Korean media player's proposed divestment of an associate is an interested person transaction (IPT), and that the shareholders who will vote on the deal are independent.

RHT Capital, in its response to The Business Times queries, pointed out that Catalist-listed Spackman Entertainment will have to consult with the bourse operator should it choose to proceed with the transaction.

The company inked a non-binding memorandum of understanding to sell its entire 43.88 per cent stake to Canada-listed Spackman Equities Group at no less than 2,000 won a share, or at least S$32 million in total.

But corporate governance pundit Mak Yuen Teen has flagged potential difficulties in checking the independence of shareholders who will vote on the proposed divestment as an IPT.

This is because Spackman Entertainment has made a few share swaps and share placements, but some of the parties were not identified on grounds of confidentiality.

RHT Capital said it has yet to consult SGX on the characterisation of the divestment because the parties are still working out the transaction details as well as performing due diligence.

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Also, it stressed that the proposal is non-binding, and therefore may or may not lead to a definitive agreement. "The consultation with the SGX will typically be around the time when a definitive agreement is entered into, as the terms to the transaction would then be crystallised," the sponsor added.

Additionally, SGX retains the discretion to deem the transaction an IPT, and to deem who the interested shareholders are, RHT Capital said.

An SGX spokesperson likewise noted that the proposed deal is not binding, and that the bourse operator will be consulted on IPT and major-transaction requirements where necessary.

"Investors should monitor Spackman's update on the situation as and when it (be)comes available," the spokesperson said.